UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 20-F

( ) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
                                       OR
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
                                       OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED): For the transition period from ______ to

                         Commission File Number: 0-30816
                           AURORA METALS (BVI) LIMITED
             (Exact name of Registrant as specified in its charter)

                             BRITISH VIRGIN ISLANDS
                 (Jurisdiction of Incorporation or Organization)

       P.O. BOX 3711 STATION TERMINAL, 349 WEST GEORGIA STREET, VANCOUVER,
                        BRITISH COLUMBIA, CANADA V6B 3Z1
                     (Address of Principal executive office)

Securities  registered or to be registered pursuant to Section 12(b) of the Act:
NOT  APPLICABLE

Securities  registered or to be registered pursuant to Section 12(g) of the Act:
COMMON SHARES, PAR VALUE $0.01 PER SHARE.
(Title of each class)
NASD OTC BULLETIN BOARD
(Name of each exchange on which registered)

Securities  for  which there is a reporting obligation pursuant to Section 15(d)
of  the  Act:  NONE

Number  of  outstanding shares of each of the Registrant's classes of capital or
common  stock  as  of  the  close  of  the  period covered by the annual report:
16,463,076  COMMON  SHARES,  PAR  VALUE  $0.01  PER  SHARE

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the Registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements for the past 90 days: YES [X] NO [ ]

Indicate by check mark which financial statement item the Registrant has elected
to  follow:
Item  17 X  Item 18
        ---        ---

(APPLICABLE  ONLY  TO  REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PAST  FIVE  YEARS)

Indicate  by  check  mark  whether  the  Registrant  has filed all documents and
reports  required  to  be  filed  by  Section  12, 14 or 15(d) of the Securities
Exchange  Act  of 1934 subsequent to the distribution of securities under a plan
confirmed  by  a  court.  NOT  APPLICABLE


                                  Page 1 of 35
<PAGE>
                               TABLE OF CONTENTS

PART I

     GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     FORWARD LOOKING STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . 3
     CURRENCY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

     ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS. . . . . 3
     ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE. . . . . . . . . . . . 3
     ITEM 3.    KEY INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . 3
     ITEM 4.    INFORMATION ON THE COMPANY . . . . . . . . . . . . . . . . . . 6
     ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS . . . . . . . . .13
     ITEM 6.    DIRECTORS AND SENIOR MANAGEMENT AND EMPLOYEES. . . . . . . . .14
     ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS. . . . . . .19
     ITEM 8.    FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . .20
     ITEM 9.    THE OFFER AND HISTORY. . . . . . . . . . . . . . . . . . . . .21
     ITEM 10.   ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . .21
     ITEM 11.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                RISK . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
     ITEM 12.   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES . . . .23

PART II

     ITEM 13.   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES. . . . . . . .23
     ITEM 14.   MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS
                AND USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . .24
     ITEM 15.   CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . . .24
     ITEM 16.   (RESERVED) . . . . . . . . . . . . . . . . . . . . . . . . . .24
     ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT . . . . . . . . . . . . . . .24
     ITEM 16B.  CODE OF ETHICS . . . . . . . . . . . . . . . . . . . . . . . .24
     ITEM 16C.  PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . . . . .24
     ITEM 16D.  EXEMPTIONS FROM THE LISTING STANDARDS FOR
                AUDIT COMMITTEES . . . . . . . . . . . . . . . . . . . . . . .25
     ITEM 16E.  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
                PURCHASERS . . . . . . . . . . . . . . . . . . . . . . . . . .25

PART III

     ITEM 17. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . .25
     ITEM 18. FINANCIAL STATEMENTS (NOT APPLICABLE). . . . . . . . . . . . . .26
     ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS. . . . . . . . . . . . . . . .26

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28

APPENDIX A TO PART I, ITEM 4.

GLOSSARY OF GEOLOGICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . .29


                                  Page 2 of 35
<PAGE>
PART I

GENERAL INFORMATION

FORWARD-LOOKING STATEMENTS

The information presented in or incorporated by reference in this report
includes both historical information and "forward-looking statements" (within
the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) relating to the future results of Aurora Metals
(BVI) Limited (the "Company") (including projections and business trends), which
involve risks and uncertainties. Except where the context indicates otherwise,
"Company" and "Aurora Metals" means Aurora Metals (BVI) Limited.

Numerous factors could cause actual results to differ materially from those in
the forward-looking statements, including without limitation the risk that
actual mineralization and reserves may vary considerably from estimates
presently available, the volatility and impact of metals prices and metal
production, the concentration of the Company's operations, regulatory, political
and economic risks associated with, the Company's ability to obtain additional
funding for future exploration of the properties it holds,  its dependence upon
the abilities and continued participation of certain key employees, and the
risks normally incident to the operation and exploration of mining properties.

Investors are cautioned not to put undue reliance on forward-looking statements,
and should not infer that there has been no change in the affairs of the Company
since the date of this report that would warrant any modification of any
forward-looking statement made in this document or other documents filed
periodically with securities regulators. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by this notice. The Company
disclaims any intent or obligation to update publicly these forward-looking
statements, whether as a result of new information, future events or otherwise.

CURRENCY

All dollar references are to United States dollars unless indicated.


ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable.


ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.


ITEM 3. KEY INFORMATION

(A)  SELECTED FINANCIAL DATA

The Company has not generated any operating revenues to date. Since
incorporation it has been inactive as far as mining activities are concerned.
The Company's plans, funding requirements, sources and alternatives relating
thereto are presented and discussed in Item 5. "Management's Discussion and
Analysis of Financial Condition and Results of Operations".  Any selected data
presented here will be merely repetition of that contained within the financial
statements under Part


                                  Page 3 of 35
<PAGE>
IV hereof and not necessarily indicative of the future results of operations or
financial performance of the Company.

The following table sets forth, for the periods and the dates indicated selected
financial data for the Company.  This information should be read in conjunction
with the Company's Audited Financial Statements and Notes thereto for the period
ended December 31, 2003 and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere herein.

The selected financial data provided below are not necessarily indicative of the
future results of operations or financial performance of the Company.  To date
the Company has not paid any dividends on the Common Shares and it does not
expect to pay dividends in the foreseeable future.

The Financial Statements of the Company have been prepared in accordance with
accounting principles generally accepted in United States ("US GAAP").

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                    FINANCIAL DATA SCHEDULE
----------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------
Period Type            12 Months      12 Months      12 Months      12 Months      12 Months
-------------------  -------------  -------------  -------------  -------------  -------------
<S>                  <C>            <C>            <C>            <C>            <C>
Fiscal Year End      Dec 31, 2003   Dec 31, 2002   Dec 31, 2001   Dec 31, 2000   Dec 3, 1999
-------------------  -------------  -------------  -------------  -------------  -------------
Period Start         Jan 01, 2003   Jan 01, 2002   Jan 01, 2001   Jan 01, 2000   Jan 01, 1999
-------------------  -------------  -------------  -------------  -------------  -------------
Period End           Dec 31, 2003   Dec 31, 2002   Dec 31, 2001   Dec 31, 2000   Dec 31, 1999
-------------------  -------------  -------------  -------------  -------------  -------------
Current Assets                737         32,486        154,872            500            500
-------------------  -------------  -------------  -------------  -------------  -------------
Total Assets                  737         32,486        154,872            500            500
-------------------  -------------  -------------  -------------  -------------  -------------
Current Liabilities        33,850          2,268        174,342        425,405          5,780
-------------------  -------------  -------------  -------------  -------------  -------------
Common Stock              164,631        158,191        142,441        130,000        130,000
-------------------  -------------  -------------  -------------  -------------  -------------
Other                     197,744       (127,973)      (161,911)      (554,905)      (135,280)
-------------------  -------------  -------------  -------------  -------------  -------------
Total Liability and
Equity                        737         32,486        154,872            500            500
-------------------  -------------  -------------  -------------  -------------  -------------
Other Expenses            288,706        227,812        568,694        419,625          1,512
-------------------  -------------  -------------  -------------  -------------  -------------
Income Pre-tax           (288,706)      (227,812)      (568,694)      (419,625)        (1,512)
-------------------  -------------  -------------  -------------  -------------  -------------
Income Continuing        (288,706)      (227,812)      (568,694)      (419,625)        (1,512)
-------------------  -------------  -------------  -------------  -------------  -------------
Discontinued                    0              0              0              0              0
-------------------  -------------  -------------  -------------  -------------  -------------
Net Income               (288,706)      (227,812)      (568,694)      (419,625)        (1,512)
-------------------  -------------  -------------  -------------  -------------  -------------
EPS Primary                 (0.02)         (0.01)         (0.04)         (0.03)         (0.00)
-------------------  -------------  -------------  -------------  -------------  -------------
EPS Diluted                 (0.02)         (0.01)         (0.04)         (0.03)         (0.00)
-------------------  -------------  -------------  -------------  -------------  -------------
Common Shares
Issued and
Outstanding            16,463,076     15,819,126     14,244,126     13,000,000     13,000,000
-------------------  -------------  -------------  -------------  -------------  -------------
</TABLE>


(B)  CAPITALIZATION AND INDEBTEDNESS

     Not applicable.


                                  Page 4 of 35
<PAGE>
(C)  REASONS FOR THE OFFER AND USE OF PROCEEDS

     Not applicable.

(D)  RISK FACTORS

     (i)  REGULATION OF MINING ACTIVITY

     The Company's interests in its projects will be subject to various laws and
     regulations concerning exploration, production, taxes, labor standards,
     environmental protection, mine safety and other matters. In addition, new
     laws or regulations governing operations and activities could have a
     material adverse impact on the Company.

     In the U.S.A., the Company's exploration activities are subject to federal,
     state and local governmental controls and regulations covering the
     discharge of materials and contaminants into the environment, disturbance
     of land, reclamation of disturbed lands and other environmental concerns.
     In order to comply with statutory requirements the Company will obtain
     permits from the relevant federal, state and local regulatory agencies and
     file various reports and maintain records of its operations as affecting
     the environment.

     In Tunisia, the Company's exploration activities are subject to the
     Tunisian Mining Laws, which are administered by the Director General of
     Mines under the Ministry of Industry. The Mining Laws cover general terms
     and conditions, exploration permits, mining permits and property,
     relationships between permit holders and landowners, financial terms,
     surveillance by the administration, jurisdiction and penalties.

     (ii) FOREIGN COUNTRIES AND REGULATORY REQUIREMENTS

     Mineral exploration and mining activities on the Company's properties may
     be affected in varying degrees by political stability, and the policies of
     other nations. Any changes in regulations or shifts in political conditions
     are beyond the control of the Company and may adversely affect its
     business. Operations may be affected by government laws and regulations or
     the interpretations thereof, including those with respect to export
     controls, expropriation of property, employment, land use, water use,
     environmental legislation and mine safety. Operations may be also affected
     by political and economic instability, confiscatory taxation, restriction
     on currency conversions, imports and sources of supplies, the expropriation
     of private enterprises, economic or other sanctions imposed by other
     nations, terrorism, military repression, crime, and extreme fluctuations in
     currency exchange rates and high inflation and which may it more difficult
     for the Company to raise funds for the development of its mineral interests
     in some countries.

     In Tunisia, the Company is subject to regulations relating to business,
     taxation, mining and the environment. With regard to business activities
     and taxation, the Company has a registered branch, Aurora Metals (BVI)
     Tunisia, which became effective from July 22, 2000, and is in compliance
     with commercial and taxation requirements through Tunisian legal and
     accounting services. Regulations with regard to exploration and mining are
     discussed in (i) above and for environmental matters in (iv) below.

     In the Province of British Columbia, Canada, the Company has a wholly-owned
     subsidiary, Crystal Coding Limited, effective from June 6, 2002 which is in
     compliance with the rules and regulations of the Company Act of that
     province.


                                  Page 5 of 35
<PAGE>
     (iii) COMPETITION

     Many companies are engaged in the exploration of mineral properties. The
     Company encounters strong competition from other mining companies in
     connection with the acquisition of properties producing or capable of
     producing lead and zinc. Many of these companies have substantially greater
     technical and financial resources than the company and thus the Company may
     be at a disadvantage with respect to some of its competitors.

     The marketing of minerals is affected by numerous factors, many of which
     are beyond the control of the Company. Such factors include the price of
     the mineral in the marketplace, imports of minerals from other nations, the
     availability of adequate refining and processing facilities, the price of
     fuel, electricity, labor, supplies and reagents and the market price of
     competitive minerals. In addition, sale prices for many commodities are
     determined by world market forces or are subject to rapid and significant
     fluctuations that may not necessarily be related to supply or demand or
     competitive conditions that in the past have affected such prices.
     Significant price movements in mineral prices over short periods of time
     may be affected by numerous factors beyond the control of the Company,
     including international economic and political trends, expectations of
     inflation, currency exchange fluctuations (specifically, the U.S. dollar
     relative to other currencies), interest rates and global or regional
     consumption patterns, speculative activities and increased production due
     to improved mining and production methods. The effect of these factors on
     the price of minerals and, therefore, the economic viability of any of the
     Company's projects cannot accurately be predicted. As the Company is in the
     exploration stage, the above factors have had no material impact on
     operations or income.

     (iv) ENVIRONMENTAL REGULATIONS

     As indicated above, for its exploration activities in the U.S.A., the
     Company will obtain permits from the relevant federal, state and local
     regulatory agencies and file various reports and maintain records of its
     operations as affecting the environment.

     All phases of the Company's operations in Tunisia are subject to that
     country's environmental regulations. ("Textes Reglementant l'Environnement
     en Tunisie, Septembre 1994") which are administered by the Ministry for
     Environment and Development ("Ministere de l'Environnment et de l'Am
     nagement du Territoire").


ITEM 4. INFORMATION ON THE COMPANY

(A)  HISTORY AND DEVELOPMENT OF THE COMPANY

     GENERAL

     The Company was incorporated under the International Business Companies Act
     of the British Virgin Islands on June 17, 1997, as a wholly-owned
     subsidiary of Aurora Gold Corporation ("Aurora Gold"). The Company was spun
     off to the shareholders of Aurora Gold Corporation as a stock dividend on
     March 19, 2001. The Company has no subsidiaries.

     The Company was formed for the purpose of the location, acquisition and
     exploration of mineral properties in jurisdictions other than Canada and
     the United States of America. The Company was inactive until May 18, 2000.

     While the Company's primary objective is to explore for base metals there
     is no assurance that commercially viable mineral deposits will be
     identified through the Company's


                                  Page 6 of 35
<PAGE>
     exploration activities. The Company's other objectives are to locate,
     evaluate, and acquire other mineral properties and resource-related
     opportunities, and to finance further exploration and/or development
     thereof, through equity financing, by way of joint venture or option
     agreements or through a combination of both.

     The results from exploration activities in Tunisia during 2001 and early
     2002 did not indicate the presence of economic mineralization and on August
     8, 2002, Billiton E&D 3 B.V. advised the Company that it was not exercising
     the purchase warrants and hence BBV did not exercise its First Option under
     the Option Agreement. The Subscription Agreement and Option Agreement
     therefore lapsed on that date. These developments, combined with low prices
     for zinc and lead, resulted in the Company notifying High Marsh of
     termination of the High Marsh Option Agreement effective May 14, 2003.

     CRYSTAL CODING LIMITED AND GEM IDENTIFICATION AND VERIFICATION TECHNOLOGY

     On March 28, 2002 entered into a Preliminary Agreement with Malcolm
     Warwick, a Canadian citizen, regarding gem identification and verification
     technology. On April 19, 2002, the Company completed a private placement of
     $150,000 for 750,000 common shares at $0.20 per share. The proceeds of the
     private placement were primarily to advance the gem identification and
     verification technology. A purchase warrant was attached to each common
     share, exercisable for one year at $0.40 per share, for further possible
     proceeds of $300,000. The warrants were not exercised by the due date and
     have lapsed.

     In conjunction with the development of the gem identification and
     verification technology, the Company acquired a shelf company registered in
     British Columbia, Canada. The shelf company was renamed Crystal Coding
     Limited, effective from June 6, 2002, and is a wholly-owned subsidiary of
     Aurora Metals.

     On November 22, 2002, the Company and its subsidiary Crystal Coding
     Limited, entered into a License Agreement with Malcolm Warwick and 650089
     B.C. Ltd., a British Columbia company held by Mr. Warwick. Difficulties in
     raising finance for continued research and development resulted in the
     Company allowing the License Agreement to lapse in 2003.

     LEASE AGREEMENTS - STILLWATER COMPLEX, MONTANA, U.S.A.

     After commencing negotiations in August 2003, the Company subsequently
     entered into two (2) arms' length lease agreements covering patented and
     unpatented claims in the Stillwater Complex, Montana, U.S.A. The lease
     agreements cover various areas where three distinct types of mineralization
     have been identified from past exploration, specifically: platinum group
     elements ("PGMs" - platinum, palladium, rhodium, ruthenium, osmium, and
     iridium); nickel-copper-cobalt also considered likely to contain PGMs; and
     chromite deposits.

     The Stillwater Complex is located approximately 90 miles southwest of
     Billings, at the northernedge of the Beartooth Mountains, south-central
     Montana.

     MOUNTAIN VIEW LEASE AGREEMENT

     The Mountain View Lease Agreement is between Aurora Metals, as Lessee, and
     the Mouat family, Mouat Nickel Mines, Inc., Fort Stockton Investments, Inc.
     and 15 individuals (collectively the "Lessors"), and covers 70 unpatented
     lode mining claims, five unpatented placer mining claims, one unpatented
     mill site claim, one unpatented tunnel site claim and one patented lode
     mining claim, in a contiguous area of approximately 1,719 acres, all
     located in Stillwater County. The Lease Agreement has a Primary Term of ten
     years from


                                  Page 7 of 35
<PAGE>
     the date of execution, February 1, 2004, extendable for a further five
     years upon payment of Advance Royalties of $50,000. Aurora Metals will be
     responsible for payment of annual fees, totaling $7,700, to the U.S. Bureau
     of Land Management ("BLM") for the unpatented claims and property ownership
     taxes on patented claims. A Net Smelter Return ("NSR") of 2%, less milling,
     refining, smelting and transportation costs, will apply to all products
     from mining operations. Advance Royalties of $500,000 will be payable at
     commencement of construction of a mine.

     BASAL ZONE LEASE AGREEMENT

     The Basal Zone Lease Agreement is between Aurora Metals, as Lessee, and the
     Mouat family, Mouat Nickel Mines, Inc., and Fort Stockton Investments,
     Inc., (collectively the "Lessors"), and covers eight unpatented lode mining
     claims, one unpatented placer mining claim, and 34 patented lode mining
     claims, an area of approximately 903 acres, in Stillwater County and 17
     unpatented lode mining claims, covering approximately 345 acres, in Sweet
     Grass County. The Lease Agreement has a Primary Term of ten years from the
     date of execution, January 1, 2004, extendable for a further five years.
     Aurora Metals will be responsible for payment of annual fees, totaling
     $2,600, to the BLM for the unpatented claims. Aurora Metals will pay the
     Lessors a monthly fee of $500 on the first anniversary of the Agreement,
     $1,000 per month on the second anniversary, $1,500 per month on the third
     anniversary, and $2,000 per month from the sixth anniversary and
     subsequently for the term of the Agreement. An NSR of 2%, less milling,
     refining, smelting and transportation costs, will apply to all products
     from mining operations.

     SUBSEQUENT EVENTS - 2004

     On April 23, 2004 the Company completed a private placement with
     International Mining and Finance Corporation ("IM&F"), a private company
     incorporated in Colorado, U.S.A. The private placement consists of
     1,000,000 Units at $0.15 per Unit for gross proceeds of $150,000. Each Unit
     consists of one (1) share of the Company's common stock and one (1)
     warrant. The warrants entitle IM&F to purchase up to 1,000,000 shares of
     common stock, at an exercise price of $0.15 per share, until close of
     business on April 23, 2005.

     The Company has also accepted a proposal from IM&F in which IM&F will
     assist in arranging further financing of $2,000,000, and such additional
     financing that the Company may request, until April 23, 2005. The proceeds
     will be used for exploration for platinum group metals ("PGMs"), and
     nickel-copper-cobalt mineralization, on the leases which the Company holds
     in the Stillwater Complex, Montana, and acquisition of additional projects.

     On December 31, 2003 the Company had outstanding 16,463,076 common shares
     and 1,100,000 options.

 (B) BUSINESS OVERVIEW

     TUNISIA -THE HIGH MARSH OPTION AGREEMENT

     The High Marsh Option Agreement for Hammala was signed on January 20, 2000.
     The Effective Date, as defined in the agreement, was subsequently agreed as
     May 15, 2000.

     The Company expended $397,642 by December 31, 2002 exceeding the aggregate
     work commitments under the High Marsh Option Agreement beyond May 15, 2004.

     As indicated above, the results from the exploration activities did not
     indicate the presence of economic mineralization and this fact, combined
     with low prices for zinc and lead,


                                  Page 8 of 35
<PAGE>
     resulted in the Company notifying High Marsh of termination of the High
     Marsh Option Agreement effective May 14, 2003.

     Under the terms of the High Marsh Option Agreement five Exploration Permits
     which are contiguous with Hamala, namely Koudiat Sidi Amor, Koudiat Ed
     Diss, Koudiat El Hamra, Aine Djonane Ed Dar and Henchir El Goussat, were
     transferred to High Marsh.

     TUNISIA - KEBBOUCH DISTRICT EXPLORATION PERMITS - AREA AND LOCATION

     The Company retains two (2) Exploration Permits, El Hamri and Er Rosfa,
     each four square kilometers in area, which were granted under notices
     published in the Journal Officiel de la R publique Tunisienne, both
     effective July 30, 2002 with a common expiry date of July 29, 2005. The
     Exploration Permits, contiguous with the Hammala Exploration Permit
     formerly held under option with High Marsh, are located approximately 150
     kilometers southwest of Tunis between the town of El Krib and the city of
     Le Kef. National Highway No. 5, which links Tunis and Le Kef, passes within
     about two kilometers of the properties. No work was carried out on these
     Exploration Permits during 2003.

     TUNISIA - LE KEF GROUPE DE LE'EST EXPLORATION PERMITS

     Four (4) contiguous Exploration Permits known as Hafs, Mena , Zag et Tir
     and Slima were granted to the Company on October 2, 2001 with formal
     notices published in the Journal Officiel de la R publique Tunisienne, No.
     81, on October 9, 2001 with a common expiry date of October 8, 2004. The
     Exploration Permits, each four square kilometers, are located approximately
     40 kilometers northwest of the city of Le Kef. No work was carried out on
     these Exploration Permits during 2003.

     TUNISIA - EXPLORATION

     No exploration was carried out on the Tunisian Exploration Permits in the
     year ended December 31, 2003. Holding costs were $8,673. Direct acquisition
     and exploration expenditures by the Company on the Tunisian Exploration
     Permits in the year ended December 31, 2002, were $93,977 (December 31,
     2001, $295,117; December 31, 2000, $239,614). Mineral property acquisition
     costs on the Tunisian Exploration Permits in the year ended December 31,
     2003 were $80 (December 31, 2002, $16 December 31, 2001, $10,307).

     TUNISIA - KEBBOUCH DISTRICT EXPLORATION PERMITS - GEOLOGY

     The Exploration Permits are located in the "Zone des D mes", a southwest -
     northeast striking belt of Triassic salt domes and diapirs intruded into
     Cretaceous carbonates. The zone is the central part of the Atlas fold belt
     in Tunisia, and is approximately 250 kilometers long by 80 kilometers wide.
     Most of the past zinc producers and the three currently producing mines are
     located in the Zone des D mes.

     Zinc and lead mineralization, as sphalerite (ZnS) and galena (PbS),
     accompanied by barite and fluorite, occurs in marls and dolomitic
     limestones. The deposits are, in the main, structurally controlled and
     located on the flanks of the southwest - northeast trending Triassic
     diapirs where these have been cut by north-northwest trending strike-slip
     faults. The deposits include lenses and veins along the flanks and in the
     cap-rocks of the diapirs, stratabound disseminations in adjacent limestones
     and marls, and replacements and fill, in solution cavities (karsts).

     The Bahloul Formation, limestone formed in the Cenomanian to Turonian time
     (Middle to Upper Cretaceous stages), is an important formation for
     exploration within Northern


                                  Page 9 of 35
<PAGE>
     Tunisia. The formation, between 30 and 50 meters thick, is organic-rich and
     known to host stratiform lead-zinc mineralization with extensive
     disseminated mineralization within the hanging wall rocks. The Kebbouch
     District was considered highly prospective for the discovery of high grade
     zinc mineralization of sedimentary-exhalative ("sedex") origin associated
     with the limestone/marl of the Bahloul Formation.

     CRYSTAL CODING LIMITED - LICENSE AGREEMENT

     Crystal Coding was registered as the corporate vehicle to enter into a
     License Agreement with Mr. Malcolm Warwick and 650089 B.C. Ltd., a company
     held by Mr. Warwick. The License Agreement was signed on November 22, 2002,
     and covered proprietary technology for identification and verification of
     gemstones, particularly directed towards diamonds.

     The technology incorporates the processes covered by three (3) patent
     applications filed with the U.S. Assistant Commissioner for Patents, with
     the right to sub-license the technology to other entities.

     Expenditure on the project for the year ended December 31, 2003 was $89,908
     (December 31, 2002 - $76,466; December 31, 2001 - nil).

     Difficulties in raising finance for continued research and development
     resulted in the Company allowing the License Agreement to lapse in 2003.

     MOUNTAIN VIEW AND BASAL ZONE LEASE AGREEMENTS - STILLWATER COMPLEX,
     MONTANA, U.S.A.

     Expenditure on acquisition and matters associated with the lease agreements
     in the year ended December 3, 2003 was $1,281.

     STILLWATER COMPLEX - GEOLOGY

     The Stillwater Complex is an Archean, layered, mafic, igneous complex. The
     lithologies are grouped into three series, viz:

     (i)  the Basal Series, forming the base of the Complex which hosts
          nickel-copper-cobalt sulfide mineralization that also contains cobalt,
          gold, silver and PGMs;

     (ii) the Ultramafic Series, overlying the Basal Series, which hosts eleven
          chromitite seams/veins, labelled as "A" through "K". The A and B
          Chromitites are the lowermost seams and contain potentially economic
          concentrations of PGMs. There is a geological similarity between these
          two seams and the UG2 Chromitite seam, the principal source of
          resources and production of PGM in the Bushveld Complex, South Africa;
          and

     (iii) the Banded Series, overlying the Ultramafic Series, which is
          dominated by plagioclase-rich gabbros and anorthosites, and hosts the
          PGM-bearing J-M Reef currently being mined by the Stillwater Mining
          Company ("SMC").

     Comparatively recent electromagnetic and magnetic surveys have identified
     prominent conductive, magnetic zones near the base of the Lower Banded
     Series and the top of the Ultramafic Series and are referred to as the
     Volatile-Enriched Zone ("VEZ"). The conductive and coincident magnetic
     anomalies of the VEZ result from the presence of graphite and disseminated
     sulfides, and disseminated pyrrhotite and magnetite, respectively. The VEZ
     has the potential for mineralization containing PGM.


                                  Page 10 of 35
<PAGE>
     STILLWATER COMPLEX - EXPLORATION - PAST AND PLANNED

     MOUNTAIN VIEW AND BASAL ZONE LEASE AGREEMENTS - PLATINUM GROUP METALS

     Estimates of mineralized material shown below were included in a valuation
     of the properties by an independent consultant in December 2000 when the
     properties were held by a joint venture between Chrome Corporation of
     America ("CCA") and Idaho Consolidated Minerals Corporation. The estimates
     were not subject to consideration of mining, metallurgical, economic,
     marketing, legal, environmental, social and governmental factors and should
     not be construed as reserves. Within the areas covered by the Lease
     Agreements the data from exploration to date are insufficient to prepare
     estimates of reserves in conformance with the requirements of the SEC

     (a)  Mountain View Lease, Mountain View Block, A and B Chromitites, 7.7
          million short tons ("st") containing 0.15 ounces per/short ton
          ("oz/st") of combined platinum and palladium ("Pt+Pd"), cut-off grade
          not defined, based on four shallow drill holes drilled by CCA in 1988,
          and one deep hole drilled by Phelps Dodge Corporation in 1990; and

     (b)  Basal Zone Lease, Crescent Creek, A and B Chromitites, 7.8 million st
          at 0.46 oz/st (Pt+Pd), cut-off grade not defined, based on 11 shallow
          drill holes drilled by the Anaconda Minerals Company ("Anaconda") in
          1979 and 1982, eight shallow drill holes drilled by CCA in 1986 and
          1987, one deep hole drilled by Phelps Dodge Corporation in 1990 and
          four intermediate depth holes drilled by Pan Palladium USA Inc.
          ("PPD") in 2003.

     The VEZ on the Mountain View Lease was considered as having potential for
     mineralized material but there has been no previous drilling into the
     anomaly.

     The A and B Chromitites in Nye Basin were also considered to have potential
     for mineralized material based on results from exploration in 1985 by the
     Anaconda Minerals Company ("Anaconda") which drilled five holes, with the
     highest grade intercept being recorded as 0.55 oz/st (Pt + Pd) over five
     feet.

     MOUNTAIN VIEW AND BASAL ZONE LEASE AGREEMENTS - NICKEL-COPPER-COBALT

     Between 1966 and 1979, Anaconda explored nickel-copper-cobalt ("Ni-Cu-Co")
     mineral occurrences at the Mouat Mine area on the Mountain View Lease and
     the Nye Basin and Benbow Mine areas on the Basal Zone Lease. The most
     extensively drilled was the Mouat Mine area where 126 core holes were
     drilled on a 100-foot by 100-foot grid, totalling 108,600 feet, followed by
     1,547 feet of exploratory development.

     In the Nye Basin, 22 core holes were drilled, totalling 15,598 feet, and at
     the Benbow Mine area ten core holes, totalling 5,564 feet, were completed.
     Estimates of mineralized material prepared by Anaconda and others are not
     in conformance with the current requirements of the SEC. Records of the
     methods and parameters used in preparing the estimates are incomplete or
     unavailable.

     The following estimates in (i), based on Anaconda's disclosures, were
     published by the U.S. Geological Service ("USGS") in 1993 as "resources",
     but are estimates of mineralized material. The estimate in (ii) is based on
     Anaconda's disclosure - figures published by the USGS, while also disclosed
     by Anaconda, were significantly less because the estimates were prepared
     before drilling had been completed.


                                  Page 11 of 35
<PAGE>
     (i)  Mountain View Lease, Mouat Mine area, 92.0 million st at 0.27% Ni and
          0.29% Cu as the "global" estimate at a cut-off grade of 0.2% Ni, or
          the more confined estimate of 23.1 million st at 0.62% Ni and 0.45% Cu
          at a cut-off grade of 0.4% Ni;

     (ii) Basal Zone Lease, Nye Basin area, 92.0 million st at 0.70% Ni and
          0.70% Cu at an unknown cut-off grade. This is a "global" estimate over
          the strike length tested by Anaconda's drilling; and

     Of the two areas, it is considered probable that the basal, or lowermost
     sulfide, unit in the Nye Basin Basal Zone sulfides contains PGM. All of the
     massive and heavily disseminated sulfide core from holes drilled in Nye
     Basin was used for metallurgical test work aimed at recovery of nickel and
     copper, using conventional flotation followed by roasting and smelting,
     without analyses for PGM.

     MOUNTAIN VIEW LEASE AGREEMENT - MOUAT MINE - CHROMITE

     Mining of the G and H chromitite veins in the Mouat Mine was carried out in
     two periods, 1939 to 1943 (World War II) and 1953 to 1962 (Korean war and
     thereafter). Production during these periods was under contracts with U.S.
     federal agencies. On completion of the second contract, a total of some 2.1
     million st had been mined with mine development and stoping having been
     carried out over a strike length of approximately 3,000 feet and a vertical
     extent of 1,200 feet.

     In 1988, as part of an Interim Feasibility Study covering further
     development of the Mouat Mine, construction of a concentrator and a
     refinery for the production of ferrochrome, the independent estimate of
     resources (mineralized material) in the G and H veins above 5,100 feet
     elevation was 16 million st at 23.6% chromite (Cr2O3).

     EXPLORATION TARGETS

     Subject to the availability of funds, Aurora Metals has identified three
     distinct geological targets for drilling that follow on from previous
     exploration programs by others, viz:

     (i)  PGMs in the A and B Chromitites within the Ultramafic Series on claims
          covered by both the Mountain View and Basal Zone Leases. The three
          areas nominated for drilling the A and B Chromitites are Mountain View
          and Nye Basin west and east of the Stillwater River, respectively, and
          Crescent Creek further to the west of the West Fork of the Stillwater
          River;

     (ii) PGMs in the VEZ mineralization on the Mountain View Lease; and

     (iii) nickel-copper-cobalt sulfide mineralization in the Nye Basin within
          the Basal Zone Lease, including systematic testing for PGM.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

As prefaced in Item 3. Selected Financial Data, the Company has not generated
any operating revenues to date.

(A)  OPERATING RESULTS

Operating results for the years ending December 31, 2003, 2002, 2001 and 2000
are tabulated below:


                                  Page 12 of 35
<PAGE>
<TABLE>
<CAPTION>
                                                    YEAR ENDING
        DESCRIPTION          DEC 31, 2003   DEC 31, 2002   DEC 31, 2001   DEC 31, 2000
<S>                          <C>            <C>            <C>            <C>
Profit (Loss)                    (288,706)      (227,812)      (568,694)      (419,625)
Profit (Loss) per share             (0.02)         (0.01)         (0.04)         (0.03)
General and Administration         21,699         27,801         31,622         15,639
Legal                              20,892          2,455         41,855         55,031
Accounting                         13,131         14,448         19,107         11,983
Exploration                         5,011        105,620        459,610        332,976
</TABLE>


(B)  LIQUIDITY AND CAPITAL RESOURCES

On December 31, 2003 the Company had cash of $737 (December 31, 2002,  $32,486;
December 31, 2001, $131,362).  Working capital surpluses (deficiencies) were
($33,313), $30,218, and ($19,470) at December 31, 2003, 2002 and 2001,
respectively. Total liabilities were $33,850, $2,268, and $174,342, at December
31, 2003, 2002, and 2001, respectively.

Financing activities during the twelve months ended: December 31, 2003 - nil;
December 31, 2002 $150,000 from the issue of 750,000 shares in a private
placement; and December 31, 2001, $600,000 from the issue of 857,143 shares to
Billiton E & D 3 B.V.

The continued operations of the Company and the recoverability of mineral
property costs is dependent upon the ability of the Company to obtain necessary
financing to:

(i)  confirm the existence of mineral reserves, and, if warranted, complete
     development and subsequently establish mines; and/or

(ii) the commercial development and licensing of the resource-related, gem
     identification and verification process.

The general business strategy of the Company is to acquire mineral properties
either directly or through the acquisition of operating entities. The Company's
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and the satisfaction of liabilities and commitments in the
normal course of business. As discussed in note 1 to the financial statements,
the Company has incurred recurring operating losses and requires additional
funds to meet its obligations and maintain its operations. Without cash flow
from operations, it may need to obtain additional funds (presumably through
equity offerings and/or debt borrowing) in order, if warranted, to implement
additional exploration programs on its properties.  Failure to obtain such
additional financing may result in a reduction of the Company's interest in
certain properties or an actual foreclosure of its interest. The Company has no
agreements with any person as to such additional financing but in a subsequent
event in 2004 has reached an understanding with International Mining and Finance
Corporation, a private company registered in Colorado, U.S.A., with regard to
that entity assisting in raising finance for exploration on the Company's
properties in Montana and for acquisition of additional projects.

The Company's exploration property has not commenced commercial production and
the Company has no history of earnings or cash flow from its operations. While
the Company may attempt to generate additional working capital through the
operation, development, sale or possible joint venture development of its
property, there is no assurance that any such activity will generate funds that
will be available for operations.


                                  Page 13 of 35
<PAGE>
PLANS FOR YEAR 2004

The Company's plans for year 2004 center on the development of resource-related
business opportunities; investigation and acquisition of mineral properties with
emphasis on precious metals; and exploration on the Mountain View and Basal Zone
Leases in the Stillwater Complex, Montana, U.S.A.  The Company will require a
minimum of approximately $250,000 for corporate, legal, accounting,
administrative and resource-related expenses through year 2004.

(C)  APPLICATION OF CRITICAL ACCOUNTING POLICIES

The preparation of its financial statements requires the Company to use
estimates and assumptions that affect the reported amounts of assets and
liabilities as well as revenues and expenses. The Company's accounting policies
are described in note 2 to its financial statements. The Company's accounting
policies relating to depreciation and amortization of property, plant and
equipment are critical accounting policies that are subject to estimates and
assumptions regarding future activities.

Exploration costs are charged to operations as incurred until such time that
proven reserves are discovered. From that time forward, the Company will
capitalize all costs to the extent that future cash flow from mineral reserves
equals or exceeds the costs deferred.  The deferred costs will be amortized over
the recoverable reserves when a property reaches commercial production.  As at
December 31, 2003 and 2002, the Company did not have proven reserves. Costs of
initial acquisition of mineral rights and concessions are capitalized until the
properties are abandoned or the right expires. Exploration activities conducted
jointly with others are reflected at the Company's proportionate interest in
such activities

Generally accepted accounting principles require the Company to consider at the
end of each accounting period whether or not there has been an impairment of the
capitalized property, plant and equipment. This assessment is based on whether
factors that may indicate the need for a write-down are present. If the Company
determines there has been impairment, then the Company would be required to
write-down the recorded value of its property, plant and equipment costs which
would reduce the Company's earnings and net assets.


(D)  OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL
     OBLIGATIONS.

The Company does not have any off-balance sheet arrangements or contractual
obligations that are likely to have or are reasonably likely to have a material
current or future effect on the Company's financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that have not been disclosed in the
Company's financial statements.

(E)  MARKET RISK DISCLOSURES.

The  Company  has not entered into derivative contracts either to hedge existing
risks  or  for  speculative  purposes.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

(A)  DIRECTORS AND SENIOR MANAGEMENT

The following table lists the names and positions of the executive officers and
directors of the Company as of December 31, 2003. All executive officers and
directors have been elected and appointed to serve until their successors are
elected and qualified. Additional information regarding the business experience,
length of time served in each capacity and other matters relevant to each
individual are set forth below the table.


                                  Page 14 of 35
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
NAME                                         POSITION
----------------  --------------------------------------------------------------
<S>               <C>
John A. A. James  Age 64, President and Director since May 17, 2000. Vice
                  President and Director of Aurora Gold since October 1996.
                  President of JAMine, Inc. since 1988.  Prior positions in
                  corporate and mine management, construction, planning and
                  development.
----------------  --------------------------------------------------------------
A. Cameron        Age 51, Controller since October 1997, Director and Chief
Richardson        Financial Officer since May 17, 2000.  Director, President and
                  Chief Financial Officer of Aurora Gold Corporation.  From
                  1981 to 1997 held accounting positions with various Canadian
                  resource companies.
----------------  --------------------------------------------------------------
M.  mit Safak     Age 59, Director since July 12, 2001.  Director and Senior
                  Analyst of AUZEQ Securities Limited since November 1999.
                  Senior Resource Analyst with HSBC Securities from 1995 to
                  1999.  Prior to entering securities industry held positions in
                  mine management, planning and development.
--------------------------------------------------------------------------------
</TABLE>

There are no family relationships between any of the executive officers.

(B)  COMPENSATION

GENERAL

The following table sets forth information concerning the compensation of the
named executive officers for each of the registrant's last three completed
fiscal years:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                                       LONG-TERM COMPENSATION
                                                           --------------------------------------------
                               ANNUAL COMPENSATION                  AWARDS                PAYMENTS
                         --------------------------------  ------------------------  ------------------
                                                                        SECURITIES
                                                  OTHER                   UNDER-                 ALL
                                                  ANNUAL   RESTRICTED      LYING                OTHER
NAME AND                                         COMPEN-      STOCK      OPTIONS/      LTIP    COMPEN-
PRINCIPAL         YEAR      SALARY     BONUSES    SATION    AWARD(S)       SARS      PAYOUTS    SATION
POSITION                     ($)         ($)       ($)         ($)          (=)        ($)       ($)
(a)                (b)       (c)         (d)       (e)         (f)          (g)        (h)       (i)
----------------  -----  ------------  --------  --------  -----------  -----------  --------  --------
<S>               <C>    <C>           <C>       <C>       <C>          <C>          <C>       <C>
John A.A.          2003          -0-        -0-       -0-  None         None         None           -0-
James             -----  ------------  --------  --------  -----------  -----------  --------  --------
                   2002     75,250(1)       -0-       -0-  None         None         None           -0-
President and     -----  ------------  --------  --------  -----------  -----------  --------  --------
Director           2001  120,000  (2)       -0-       -0-  None         None         None           -0-
----------------  -----  ------------  --------  --------  -----------  -----------  --------  --------
A. Cameron
Richardson         2003          -0-        -0-       -0-  None         None         None           -0-
                  -----  ------------  --------  --------  -----------  -----------  --------  --------
Director and
Chief Financial    2002     25,025(3)       -0-       -0-  None         None         None           -0-
Officer           -----  ------------  --------  --------  -----------  -----------  --------  --------
Secretary          2001     32,550(4)       -0-       -0-  None         None         None           -0-
----------------  -----  ------------  --------  --------  -----------  -----------  --------  --------
M. Umit Safak,     2003          -0-        -0-       -0-  None         None         None           -0-
Director          -----  ------------  --------  --------  -----------  -----------  --------  --------
                   2002          -0-        -0-       -0-  None         None         None           -0-
                  -----  ------------  --------  --------  -----------  -----------  --------  --------
                   2001    15,000 (5)       -0-       -0-  None         None         None           -0-
-------------------------------------------------------------------------------------------------------
<FN>


                                  Page 15 of 35
<PAGE>
     (1)  Paid as debt settlement of 215,000 shares at $0.35 per share, in 2003.

     (2)  Paid partly as cash in 2001($20,000), balance as debt settlement of
          600,000 shares at $0.167 per share, in 2002.

     (3)  Paid as debt settlement of 71,500 shares at $0.35 per share, in 2003.

     (4)  Paid as debt settlement of 94,000 shares at $0.35 per share, in 2003

     (5)  Paid as 25,000 restricted common shares at $0.60 per share issued in
          lieu of cash.
</TABLE>


     OPTIONS/SAR GRANTS TABLE

The following table sets forth information concerning individual grants of stock
options (whether or not in tandem with stock appreciation rights ("SARs") and
freestanding SARs made during the last completed fiscal year to each of the
named executive officers;

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
                      OPTION/SAR GRANTS IN FISCAL YEARS 2003
                                (Individual Grants)
----------------------------------------------------------------------------------
                                        PERCENT OF
                         NUMBER OF    TOTAL OPTIONS/   EXERCISE
                         SECURITIES    SARS GRANTED       OR
                         UNDERLYING    TO EMPLOYEES      BASE
                        OPTION/SARS      IN FISCAL       PRICE    EXPIRATION DATE
NAME                    GRANTED (#)        YEAR         ($/Sh)        (M/D/Y)
(a)                         (b)             (c)           (d)           (e)
----------------------  ------------  ---------------  ---------  ----------------
<S>                     <C>           <C>              <C>        <C>
John A.A. James (1)     None          None             None       None
----------------------  ------------  ---------------  ---------  ----------------
A. Cameron Richardson
(1)                     None          None             None       None
----------------------  ------------  ---------------  ---------  ----------------
M.  mit Safak (1)       None          None             None       None
----------------------------------------------------------------------------------
<FN>
     (1)  No options were granted in 1998, 1999, 2000, 2001 or 2003.
</TABLE>


     AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE

The following table sets forth information concerning each exercise of stock
options (or tandem SARs) and freestanding SARs during the last completed fiscal
year by each of the named executive officers and the fiscal year-end value of
unexercised options and SARs, on an aggregated basis.


                                  Page 16 of 35
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
           AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR AND FY-END
                                 OPTION/SAR VALUES
----------------------------------------------------------------------------------
                                                   NUMBER OF
                                                   SECURITIES        VALUE OF
                                                   UNDERLYING       UNEXERCISED
                                                  UNEXERCISED      IN-THE-MONEY
                           SHARES                 OPTIONS/SARS     OPTIONS/SARS
                          ACQUIRED      VALUE    AT FY-END ($)   AT FY-END ($0.52)
                        ON EXERCISE   REALIZED    EXERCISABLE/     EXERCISABLE/
NAME                        (#)          ($)     UNEXERCISABLE     UNEXERCISABLE
(a)                         (b)          (c)          (d)               (e)
----------------------  ------------  ---------  --------------  -----------------
<S>                     <C>           <C>        <C>             <C>
John A.A. James         None          None       None                          -0-
----------------------  ------------  ---------  --------------  -----------------
A. Cameron Richardson   None          None       None                          -0-
----------------------  ------------  ---------  --------------  -----------------
M.  mit Safak           None          None       None                          -0-
----------------------------------------------------------------------------------
</TABLE>

LONG-TERM INCENTIVE PLANS ("LTIP") AWARDS TABLE

The Company does not have a Long-term Incentive Plan.

COMPENSATION OF DIRECTORS

The Company does not pay a fee to its outside, non-officer directors.  The
Company reimburses its directors for reasonable expenses incurred by them in
attending meetings of the Board of Directors.

EMPLOYMENT CONTRACT AND TERMINATION AGREEMENTS

None of the Company's officers or directors was party to an employment agreement
with the company.  Directors and/or officers receive reimbursement of expenses
reasonably incurred on behalf of the Company.

(C)  BOARD PRACTICES

     MANDATE AND DUTIES OF THE BOARD

The Board has ultimate responsibility for supervising the conduct of the
Company's affairs and the management of its business. The principal objective of
the Board is to protect and enhance Shareholder value over the long term.
Although the Board has delegated to management responsibility for the day-to-day
operations of the Company, the Board has ultimate responsibility for the
stewardship of the Company. Board members generally serve until the next annual
meeting and do not have service contracts.

The Board's duties include overseeing strategic planning, reviewing and
assessing principal risks to the Company's business and approving risk
management strategies, supervising and evaluating management, authorizing
significant expenditures, ensuring timely and effective communication with
Shareholders, and overseeing the Company's internal controls and information
systems.

The Board's duties also include planning and monitoring activities of senior
management. In considering and making appointments of senior management, the
Board considers it appropriate, where relevant, to address succession and
planning issues. In appointing senior management, the Board considers as a
necessary requirement of such appointments that such personnel be qualified to
carry out the duties and responsibilities relating to the appointed positions
and thus, apart from monitoring, assessing and providing feedback to senior
management, the Board does not consider it


                                  Page 17 of 35
<PAGE>
necessary to engage in specifically training senior management. The Board met by
telephone four (4) times during 2003.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

The Company's Board of Directors does not have standing a nominating committee
or committee performing similar functions. During the fiscal year ended December
31, 2003 the entire Board of Directors acted as the Company's Compensation
Committee. The Compensation Committee reviews employee compensation and
benefits, and the Audit Committee reviews the scope of the independent audit,
the appropriateness of the accounting policies, the adequacy of internal
controls, the Company's year-end financial statements and other such matters
relating to the Company's financial affairs as its members deem appropriate.
During 2003 the Compensation Committee held one (1) meeting by telephone
conference call and the Audit Committee held two (2) meetings by conference
calls.

The Audit Committee has discussed matters in the audited financial statements
with the independent auditors as required by SAS 61. The Audit Committee has
received the written disclosures and the letter from the independent auditors
required by the Independence Standards Board Standard No. 1 (Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees)
and has discussed with the independent auditors the independent auditor's
independence. Base on the review and discussions, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 20-F for the latest fiscal year
for filing with the SEC. The Audit Committee consists of Messrs. John A.A.
James, A. Cameron Richardson and M. Umit Safak.

INDEPENDENCE FROM MANAGEMENT

It is the Board's view that the Board operates and functions independently of
management as required.  Although the President of the Company also serves as a
Director, the Board is of the view that this does not impair the Board's ability
to act independently of management.  The Board's independence from management is
principally derived from the fact that one of the three Board members is
unrelated and an independent Director.

SHAREHOLDER COMMUNICATION

The Company communicates regularly with its Shareholders through annual, as well
as news releases and regulatory filings.  In addition, the executive officers of
the Company are responsible for addressing day-to-day Shareholder enquiries and
other Shareholder communication issues.

EXPECTATIONS OF MANAGEMENT

The Board has delegated to the President, and other executives, responsibility
for day-to-day management of the business and affairs of the Company, subject to
compliance with directives and objectives established by the Board from time to
time. The Board relies on management to provide the Board on a timely basis with
information required by the Board to perform its duties.

OUTSIDE ADVISORS

The Company does not have in place any specific procedures pursuant to which an
individual director may engage the services of an outside advisor at the expense
of the Company. Any requests for the services of an outside advisor at the
expense of the Company would be considered by the Board on a case-by-case basis.


                                  Page 18 of 35
<PAGE>
(D)  EMPLOYEES

As of December 31, 2003 the Company had two (2) full-time employees (2002 - 2,
2001 - 2) and two (2) part-time employees (2002 - 2, 2001 - 15).

(E)  SHARE OWNERSHIP

SHARE OWNERSHIP BY DIRECTORS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock by the Company's directors and officers
in common as at April 30, 2004 and December 31, 2003.  As at April 30, 2004 and
December 31, 2003 the Company had 16,463,076 shares of Common Stock issued and
outstanding.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
                                             SHARES OF COMMON   APPROXIMATE
OFFICERS AND DIRECTORS                      STOCK BENEFICIALLY   PERCENTAGE
NAME OF BENEFICIAL OWNER (1)                      OWNED            OWNED
------------------------------------------  ------------------  ------------
<S>                                         <C>                 <C>
John A.A. James,
2055 South Ingalls Way,
Lakewood, Colorado.
U.S.A. 80227-2515                                    1,313,227         7.98%
------------------------------------------  ------------------  ------------
A. Cameron Richardson,
1505-1060 Alberni Street,
Vancouver, B.C. Canada V6E 4K2                         257,500         1.56%
------------------------------------------  ------------------  ------------
M. Umit Safak,
4 Bettina Court,
Lower Templestowe,
Victoria.
Australia. 3107                                         25,000            *
------------------------------------------  ------------------  ------------
TOTAL - OFFICERS AND DIRECTORS (3 persons)           1,595,727         9.69%
----------------------------------------------------------------------------
<FN>
     (1)  For information concerning options granted to the above-mentioned
          individuals see Item 6 (B) Compensation - Options/SAR Grants Table
          on page 16.

     *    Less than 1%.
</TABLE>


ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

(A)  MAJOR SHAREHOLDERS

The only beneficial ownership known by the Company to exceed five percent (5%)
of the Company's outstanding Common Stock as at December 31, 2002 was that held
by the entity Billiton E&D 3 B.V. comprising 857,143 shares of the Company's
Common Stock. representing 5.21% of the 16,463,076 shares of Common Stock then
issued and outstanding.

There has been no major change in the percentage ownership held by the major
shareholders during the past three years.  All shareholders have the same voting
rights.


                                  Page 19 of 35
<PAGE>
(B)  RELATED PARTY TRANSACTIONS

INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

The proposed business of the Company raises potential conflicts of interests
between the Company and certain of its officers and directors.

Certain of the directors of the Company are directors of other mineral resource
or resource-related companies and, to the extent that such other companies may
participate in ventures in which the Company may participate, the directors of
the Company may have a conflict of interest in negotiating and concluding terms
regarding the extent of such participation.  Mr. John James is President of
JAMine, Inc.; Mr. M.  mit Safak is Director of AUZEQ Securities Limited; and Mr.
Richardson is an Officer and Director of Aurora Gold Corporation.  In the event
that such a conflict of interest arises at a meeting of the directors of the
Company, a director who has such a conflict will abstain from voting for or
against the approval of such participation or such terms.  In appropriate cases,
the Company will establish a special committee of independent directors to
review a matter in which several directors, or Management, may have a conflict.
From time to time, several companies may participate in the acquisition,
exploration and development of natural resource properties thereby allowing for
their participation in larger programs, involvement in a greater number of
programs and reduction of the financial exposure with respect to any one
program.  It may also occur that a particular company will assign all or a
portion of its interest in a particular program to another of these companies
due to the financial position of the company making the assignment.  In
determining whether the Company will participate in a particular program and the
interest therein to be acquired by it, the directors will primarily consider the
potential benefits to the Company, the degree of risk to which the Company may
be exposed and its financial position at that time.  Other than as indicated,
the Company has no other procedures or mechanisms to deal with conflicts of
interest.  The Company is not aware of the existence of any conflict of interest
as described herein.

The Company does not pay a fee to its outside, non-officer directors. The
Company reimburses its directors for reasonable expenses incurred by them in
attending meetings of the Board of Directors.


ITEM 8. FINANCIAL INFORMATION

(A)  CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

References are made to Item 17 Financial Statements and Part III, Item 19
Financial Statements and Exhibits and the Financial Statements appearing as
Exhibit (1).

DIVIDEND RECORD AND POLICY

The Company has not declared cash or share dividends on its common shares since
the Company was incorporated in 1997 and has no present plans to pay any cash or
share dividends. The Company will declare cash or share dividends in the future
only if earnings and capital of the Company are sufficient to justify the
payment of such dividend.

(B)  SIGNIFICANT CHANGES

No significant changes have occurred since the date of the annual financial
statements included in this document.


                                  Page 20 of 35
<PAGE>
ITEM 9. THE OFFER AND LISTING

(A)  OFFER AND LISTING DETAILS

     Not applicable.

(B)  PLAN OF DISTRIBUTION

     Not applicable.

(C)  MARKETS

The Common Stock of the Company has been quoted on the NASD OTC Bulletin Board
since June 2001. The following tables sets forth the high and low bid prices for
the Common Stock for the calendar quarters for the years ending December 31,
2003 and 2002, and the most recent six months as reported by the NASD OTC
Bulletin Board. These prices represent quotations between dealers without
adjustment for retail markup, markdown or commission and may not represent
actual transactions.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
PERIOD           FIRST QUARTER  SECOND QUARTER  THIRD QUARTER  FOURTH QUARTER
---------------  -------------  --------------  -------------  --------------
<S>              <C>            <C>             <C>            <C>
2003 - High ($)           0.50            0.47           0.35            0.30
---------------  -------------  --------------  -------------  --------------
2003 - Low ($)            0.20            0.25           0.09            0.12
---------------  -------------  --------------  -------------  --------------
2002 - High ($)           0.55            0.40           0.37            0.51
---------------  -------------  --------------  -------------  --------------
2002 - Low ($)            0.05            0.16           0.20            0.16
-----------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
--------------------------------
MONTH          HIGH ($)  LOW ($)
-------------  --------  -------
<S>            <C>       <C>
November 2003      0.21     0.13
-------------  --------  -------
December 2003      0.30     0.15
-------------  --------  -------
January 2004       0.23     0.20
-------------  --------  -------
February 2004      0.38     0.17
-------------  --------  -------
March 2004         0.40     0.26
-------------  --------  -------
April 2004         0.40     0.20
--------------------------------
</TABLE>


ITEM 10. ADDITIONAL INFORMATION

(A)  SHARE CAPITAL

The authorized capital of the Company is $500,000.00 divided into 50,000,000
shares with a par value of $0.01 each which may be issued as either registered
shares or as shares issued to bearer as the directors may by resolution
determine.

(B)  MEMORANDUM AND ARTICLES OF ASSOCIATION

The  Company  previously  filed  Exhibit 3.5, Amended Memorandum and Articles of
Association  in  its  registration statement on Form 20-F and as the information
has  not  changed  it  is  incorporated  herein  by  reference.

(C)  MATERIAL CONTRACTS

Not applicable.


                                  Page 21 of 35
<PAGE>
(D)  EXCHANGE CONTROLS

The  Company  is limited in its ability to pay dividends on its Common Shares by
limitations  under  British  Virgin  Island  law  relating to the sufficiency of
profits  from  which  dividends  may  be paid.  Under the International Business
Companies  Act  of  the  British Virgin Islands the declaration of a dividend is
authorized  by  resolution  of  the  board  of  directors

The Company is an International Business Company ("IBC") incorporated under the
provisions of the International Business Companies Act (the "Act") of the
British Virgin Islands (the "BVI"). The transfer of shares between persons
regarded as residents outside of the BVI is not subject to any exchange
controls. Likewise, issues and transfers of the shares involving any person
regarded as resident in the BVI are not subject to exchange control approval.
There are no limitations on the rights of non-BVI owners of the Common Stock to
hold or vote their shares. Because the Company is an IBC, there are no
restrictions on its ability to transfer funds into and out of the BVI or to pay
dividends to U.S. residents who are holders of the Common Stock.

In accordance with the Company's Memorandum and Articles of Association, share
certificates may be issued as either registered shares or shares issued to
bearer as the directors may by resolution determine. In the case of a
representative acting in a special capacity (for example, as an executor or
trustee), share certificates should record the capacity in which the
representative is acting. Notwithstanding the recording of any such special
capacity, the Company is not bound to investigate or incur any responsibility in
respect of the proper administration of any such estate or trust. The Company
takes no notice of any trust applicable to any of its shares whether or not it
had notice of such trust.

As an IBC, the Company has no power: (i) carry on business with persons resident
in the BVI; (ii) own an interest in real property situated in the BVI, other
than a lease of property for the use as an office from which to communicate with
the shareholders or where books and records of the Company are prepared and
maintained; (iii) carry on banking or trust business, unless it is licensed
under the BVI Banks and Trusts Companies Act of 1990; (iv) carry on business as
an insurance or a reinsurance company, insurance agency or insurance broker,
unless it is licensed under an enactment authorizing it to transact that
business; (v) carry on the business of company management unless it is licensed
under the BVI Company Management Act, of 1990; or (vi) carry on the business of
providing a registered office or the registered agent for companies incorporated
in the BVI.

There are no restrictions on the degree of foreign ownership of the Company. The
Company is subject neither to taxes on its income or dividends nor to any
foreign exchange controls in the BVI. In addition, the Company is not subject to
capital gains tax in the BVI, and profits can be accumulated by the Company, as
deemed by management to be required, without limitation.

(E)  TAXATION

The following discussion summarizes tax consequences to a holder of Common Stock
of the Company under present British Virgin Islands tax laws. The discussion
does not deal with all possible tax consequences relating to the Company's
operations or the ownership of the Common Stock and does not purport to deal
with the tax consequences applicable to particular investors, some of which
(include banks, securities dealers, insurance companies and tax-exempt entities)
may be subject to special rules. In particular, the discussion does not address
the tax consequences under state, local and other national (non-BVI) tax laws.
The following discussion is based upon laws and relevant interpretations thereof
in effect as of the date of this filing, all of which are subject to change.


                                  Page 22 of 35
<PAGE>
BRITISH VIRGIN ISLANDS TAXATION

Under the International Business Companies Act of the British Virgin Islands
(the "International Business Companies Act") as currently in effect, a holder of
Common Stock paid with respect to the Common Stock of the Company. A holder of
Common Stock of the Company is not liable for BVI income tax on gains realized
on the sale or disposal of such shares. The BVI does not impose a withholding
tax on dividends paid by the Company to its shareholders due to its
incorporation under the International Business Companies Act.

There are no capital gains or income taxes levied by the BVI on companies
incorporated under the International Business Companies Act. In addition, the
Common Stock of the Company is not subject to transfer taxes, stamp duties or
similar charges.

There is no income tax treaty or convention currently in effect between the
United States and the BVI.

As an exempted company, the Company is required to pay the BVI government an
annual license fee based on the Company's stated authorized capital.

This discussion is not intended to be, nor should it be construed to be, legal
or tax advice to any holder or prospective holder of Common Shares of the
Company and no opinion or representation with respect to the United Sates
federal income tax consequences to any such holder or prospective holder is
made.  Holders and prospective holders should therefore consult their own tax
advisors with respect to their particular circumstances.

ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK

The Company has not entered into any derivative contracts either to hedge
existing risks or for speculative purposes.  The carrying amounts for cash and
cash equivalents, marketable securities, deposits, advances and other, accrued
interest and accounts payable and accrued expenses on the balance sheet
approximate fair value because of the immediate or short-term maturity of these
instruments. Fair value estimates are made at the balance sheet date based on
relevant market information but involve uncertainties and therefore cannot be
determined with precision. In order to limit its market risk, the Company
diversifies its cash and investment holdings into U.S. treasury and agency
obligations and major financial institutions and corporations. The fair values
of investments in marketable securities are disclosed in Note 2 (g) to the
Consolidated Financial Statements.

See the notes to the Consolidated Financial Statements in Item 17 Financial
Statements and Item 5 Management's Discussion and Analysis for additional
information.

ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

          Not Applicable


                                    PART II

ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

          None.


                                  Page 23 of 35
<PAGE>
ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
          HOLDERS AND USE OF PROCEEDS

          None

ITEM 15.  CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have conducted
an evaluation of the effectiveness of disclosure controls and procedures
pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as
amended, as of the end of the period covered by this Annual Report (the
"Evaluation Date"). Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that, as of the Evaluation Date, the
disclosure controls and procedures are effective in ensuring that all material
information required to be filed in this Annual Report has been made known to
them in a timely fashion. There have been no significant changes in internal
controls, or in factors that could significantly affect internal controls,
subsequent to the date the Chief Executive Officer and Chief Financial Officer
completed their evaluation.

ITEM 16.   (RESERVED)

ITEM 16A   AUDIT COMMITTEE FINANCIAL EXPERT

Messrs. James, Richardson and Safak currently comprise the Audit Committee. Mr.
Safak is Chairman of the Audit Committee. Mr. Safak satisfies the current
requirements of the NASD OTC Bulletin Board, relating to the independence and
the qualification of the members of the Audit Committee. Messrs. James and
Richardson are officers and directors of the Company.
The Board of Directors of Aurora Metals has determined that Mr. Safak qualifies
as an "audit committee financial expert".

ITEM 16 B. CODE OF ETHICS

As part of its stewardship responsibilities, the Board of Directors has approved
formal "Standards of Ethical Conduct" that govern the behavior of the directors,
officers and employees of the Company. The Board monitors compliance with these
standards and is responsible for the granting of any waivers from these
standards to directors or officers. Disclosure will be made by the Company of
any waiver from these standards granted to the directors or officers of the
Company in the quarterly report of the Company that immediately follows the
grant of such waiver. No waiver has been granted to date. A copy of the
"Corporate Governance Principles" is filed as Exhibit 11.1 to this Annual Report
on Form 20-F.

ITEM 16 C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a)  AUDIT FEES

The aggregate fees billed for professional services rendered by Moore Stephens
Ellis Foster Ltd., the principal accountant for the Company, for the audit of
the Company's annual financial statements and services normally provided by such
accountants in connection with the Company's statutory and regulatory filings
for the Company's fiscal year ended December 31, 2003, were $7,000 (2002 -
$7,233).

(b)  AUDIT-RELATED FEES

The aggregate fees billed for assurance and related services by Moore Stephens
Ellis Foster Ltd. that are reasonably related to the performance of the audit or
review of the Company's financial statements were $Nil for the Company's fiscal
year ended December 31, 2003 (2002 - Nil).


                                  Page 24 of 35
<PAGE>
(c)  TAX FEES

The aggregate fees billed for products and services rendered by Moore Stephens
Ellis Foster Ltd. for tax compliance, tax advice and tax planning for the
Company's fiscal ended December 31, 2003 were $Nil (2002 - $Nil for tax
compliance for the 2002 fiscal year).

(d)  ALL OTHER FEES

There were no additional fees billed for professional services rendered by Moore
Stephens Ellis Foster Ltd. other than the fees reported in this Item 16C above
for the Company's fiscal year ended December 31, 2003 (2002-Nil).

(e)  AUDIT COMMITTEE'S PRE-APPROVAL POLICIES

The Audit Committee approves the engagement terms for all audit and non-audit
services to be provided by the Company's accountants before such services are
provided to the Company or any of its subsidiaries.

The Audit Committee approved one hundred percent (100%) of the services provided
to the Company and its subsidiaries described in Items 16C (b) through (d)
above.

(f)  AUDITORS USE OF NON-PERMANENT EMPLOYEES

None of the hours expended by Moore Stephens Ellis Foster Ltd. on its engagement
to audit the Company's financial statements for the fiscal year ended December
31, 2003, were performed by persons other than fulltime permanent employees of
Moore Stephens Ellis Foster Ltd.

ITEM 16 D.  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
            COMMITTEES

            None.

ITEM 16 E.  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
            AFFILIATED PURCHASERS

            None.

                                    PART III

ITEM 17.    FINANCIAL STATEMENTS.

The Company has elected to comply with the financial statement requirement of
this Item rather than Item 18. The financial statements filed as part of this
Annual Report are listed in "Item 19 -Exhibits".

These financial statements have been prepared in accordance with generally
accepted accounting principles in the United States of America and applicable to
a going concern which contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course of business.


                                  Page 25 of 35
<PAGE>
<TABLE>
<CAPTION>
                INDEX TO FINANCIAL STATEMENTS

----------------------------------------------------------------
              FINANCIAL STATEMENTS                      PAGE
---------------------------------------------------  -----------
<S>                                                  <C>
Audited Financials - December 31, 2003 and December
31, 2002.
---------------------------------------------------  -----------
Report of Independent Accountants                    F-2
---------------------------------------------------  -----------
Balance Sheet                                        F-3
---------------------------------------------------  -----------
Consolidated Statement of Stockholders' Equity       F-4/5/6
---------------------------------------------------  -----------
Consolidated Statements of Operations                F-7
---------------------------------------------------  -----------
Consolidated Statement of Cash Flows                 F-8
---------------------------------------------------  -----------
Notes to Financial Statements                        F-9 to F-18
---------------------------------------------------  -----------
</TABLE>

See "Item 19. Financial Statements and Exhibits."


<PAGE>





                   AURORA METALS (BVI) LIMITED AND
                   SUBSIDIARY
                   (An exploration stage enterprise)

                   Consolidated Financial Statements
                   December 31, 2003 and 2002
                   (EXPRESSED IN U.S. DOLLARS)




                   INDEX
                   -----

                   Report of Independent Accountants

                   Consolidated Balance Sheets

                   Consolidated Statements of Stockholders' Equity (Deficiency)

                   Consolidated Statements of Operations

                   Consolidated Statements of Cash Flows

                   Notes to Consolidated Financial Statements


                                       F1
<PAGE>
MOORE STEPHENS ELLIS FOSTER LTD.
CHARTERED ACCOUNTANTS

1650 West 1st Avenue
Vancouver, BC Canada V6J 1G1
Telephone: (604) 734-1112 Facsimile: (604) 714-5916
Website: www.ellisfoster.com

--------------------------------------------------------------------------------


REPORT OF INDEPENDENT ACCOUNTANTS


TO THE BOARD OF DIRECTORS AND STOCKHOLDERS

AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

We  have  audited the consolidated balance sheets of AURORA METALS (BVI) LIMITED
AND  SUBSIDIARY ("the Company") (an exploration stage enterprise) as at December
31, 2003 and 2002 and the related consolidated statement of stockholders' equity
(deficiency)  from  January  1,  2001  to December 31, 2003 and the consolidated
statements  of operations and cash flows for the cumulative period from June 17,
1997 (inception) to December 31, 2003, and the years ended December 31, 2003 and
2002.  These  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are  free  of  material  misstatement.  An  audit  includes examining, on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2003
and 2002 and the results of its operations and its cash flows for the cumulative
period  from June 17, 1997 (inception) to December 31, 2003, and the years ended
December  31,  2003  and  2002, in conformity with generally accepted accounting
principles  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
consolidated  financial  statements,  the  Company has suffered recurring losses
from operations that raises substantial doubt about its ability to continue as a
going  concern.  Management's  plans  concerning  these matters are described in
Note  1.  The  financial  statements  do  not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.



Vancouver, Canada                    "MOORE STEPHENS ELLIS FOSTER LTD."
April 16, 2004, except as to               Chartered Accountants
Note 8(c) which is as of
May 4, 2004

                                       F2
--------------------------------------------------------------------------------

MSAn  independently  owned  and operated member of Moore Stephens North America,
Inc.  Members in principal cities throughout North America. Moore Stephens North
America,  Inc.  is  a member of Moore Stephens International Limited, members in
principal  cities  throughout  the  world.


<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Consolidated Balance Sheets
December 31, 2003 and 2002
(EXPRESSED IN U.S. DOLLARS)
-----------------------------------------------------------------------------------
                                                             2003          2002
-----------------------------------------------------------------------------------
<S>                                                      <C>           <C>

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                              $       737   $    32,486
-----------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                             737        32,486

MINERAL PROPERTY COSTS (Note 3)                                    -             -
-----------------------------------------------------------------------------------

TOTAL ASSETS                                             $       737   $    32,486
===================================================================================

LIABILITIES

CURRENT LIABILITIES
  Accounts payable and accrued liabilities               $    33,850   $     2,268
-----------------------------------------------------------------------------------

TOTAL LIABILITIES                                             33,850         2,268
-----------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)

SHARE CAPITAL
  Authorized:
    50,000,000 common shares, par value $0.01
  Issued:
    16,463,076 (2002 - 15,819,126) common shares             164,631       158,191

ADDITIONAL PAID-IN CAPITAL                                 1,312,473     1,093,538

ACCUMULATED (DEFICIT) DURING THE EXPLORATION STAGE        (1,510,217)   (1,221,511)
-----------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)                            (33,113)       30,218
-----------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)  $       737   $    32,486
===================================================================================
<FN>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>


                                       F3
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Consolidated Statements of Stockholders' Equity (Deficiency)                                     Page 1 of 3
From January 1, 2001 to December 31, 2003
(EXPRESSED IN U.S. DOLLARS)
------------------------------------------------------------------------------------------------------------
                                                                                    (Deficit)
                                                                                   accumulated     Total
                                                   Common Stock        Additional    during    stockholders'
                                            -------------------------   paid-in    exploration    equity
                                              Shares      Par Amount    capital      stage     (deficiency)
------------------------------------------------------------------------------------------------------------
<S>                                         <C>          <C>           <C>         <C>         <C>

BALANCE,  December 31, 2000                 13,000,000   $   130,000   $(129,900)  $(425,005)  $   (424,905)

Unexchange certificate                        (126,057)       (1,261)      1,261           -              -

Issuance of shares for cash
  at $0.70 per share, February 2001            857,143         8,571     591,429           -        600,000

Issuance of shares for debt settlement at
  $0.70 per share, June 2001                   217,357         2,174     149,976           -        152,150

Allotted 25,000 shares for debt settlement
  at $0.60 per share, July 2001                      -             -      15,000           -         15,000

Issuance of shares for debt settlement
  at $0.70 per share, July 2001                295,683         2,957     204,022           -        206,979

Total comprehensive (loss):
  Net (loss) for the year                            -             -           -    (568,694)      (568,694)
------------------------------------------------------------------------------------------------------------

BALANCE, December 31, 2001                  14,244,126   $   142,441   $ 831,788   $(993,699)  $    (19,470)
============================================================================================================
<FN>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>


                                       F4
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Consolidated Statements of Stockholders' Equity (Deficency)                                    Page 2 of 3
From January 1, 2001 to December 31, 2003
(EXPRESSED IN U.S. DOLLARS)
----------------------------------------------------------------------------------------------------------
                                                                                 (Deficit)
                                                                                accumulated     Total
                                             Common Stock          Additional     during     stockholders'
                                         -----------------------    paid-in     exploration     equity
                                           Shares    Par Amount     capital       stage      (deficiency)
----------------------------------------------------------------------------------------------------------
<S>                                      <C>         <C>          <C>          <C>           <C>

BALANCE, December 31, 2001               14,244,126  $   142,441  $  831,788   $  (993,699)  $    (19,470)

Issuance of previously allotted shares,
  January 2002                               25,000          250        (250)            -              -

Issuance of shares for debt settlement
  at $0.167 per share, January 2002         600,000        6,000      94,000             -        100,000

Issuance of shares for cash
 at $0.20 per share,  April 2002            750,000        7,500     142,500             -        150,000

Issuance of shares for finder's fee at
  $0.20 per share, April 2002               150,000        1,500      28,500             -         30,000

Finder's fee charged to additional
  paid-in capital, April 2002                     -            -     (30,000)            -        (30,000)

Issuance of shares for service provided
  at $0.36 per share, June 2002              50,000          500      17,500             -         18,000

Stock based compensation                          -            -       9,500             -          9,500

Total comprehensive (loss):
  Net (loss) for the year                         -            -           -      (227,812)      (227,812)
----------------------------------------------------------------------------------------------------------

BALANCE, December 31, 2002               15,819,126  $   158,191  $1,093,538   $(1,221,511)  $     30,218
==========================================================================================================
<FN>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>


                                       F5
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Consolidated Statements of Stockholders' Equity (Deficiency)                                       Page 3 of 3
From January 1, 2001 to December 31, 2003
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------------------------------------
                                                                                     (Deficit)
                                                                                    accumulated      Total
                                                    Common Stock       Additional     during     stockholders'
                                              -----------------------   paid-in     exploration     equity
                                                Shares    Par Amount    capital       stage      (deficiency)
--------------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>          <C>         <C>           <C>

BALANCE, December 31, 2002                    15,819,123  $   158,191  $1,093,538  $(1,221,511)  $     30,218

Issuance of shares for services provided at
  at $0.35 per share, May 2003                   472,500        4,725     160,650            -        165,375

Issuance of shares for a finder's fee at
  $0.35 per share, May 2003 (relating to
  license agreement) (Note 4)                    171,450        1,715      58,285            -         60,000

Total comprehensive (loss):
  Net (loss) for the year                              -            -           -     (288,706)      (288,706)
--------------------------------------------------------------------------------------------------------------

BALANCE, December 31, 2003                    16,463,073  $   164,631  $1,312,473  $(1,510,217)  $    (33,113)
==============================================================================================================
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>


                                       F6
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Consolidated Statements of Operations
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------------------
                                              Cumulative from
                                               June 17, 1997        Year           Year
                                              (inception) to        ended          ended
                                                December 31      December 31    December 31
                                                   2003             2003           2002
--------------------------------------------------------------------------------------------
<S>                                          <C>                <C>            <C>

GENERAL AND ADMINISTRATIVE EXPENSES
  Administrative and general                 $         97,386   $     21,699   $     27,801
  Professional fees - accounting and audit             58,669         13,131         14,448
  Professional fees - legal                           124,978         20,892          2,445
  Consulting fees                                      78,720         40,224         18,000
  Stock based compensation                              9,500              -          9,500
--------------------------------------------------------------------------------------------

                                                      369,253         95,946         72,194

PROJECT DEVELOPMENT EXPENSES                          177,747        127,749         49,998

PROJECT FINDER'S FEE (Note 4)                          60,000         60,000              -

EXPLORATION EXPENSES                                  903,217          5,011        105,620
--------------------------------------------------------------------------------------------

NET (LOSS) FOR THE PERIOD                    $     (1,510,217)  $   (288,706)  $   (227,812)
============================================================================================

(LOSS) PER SHARE - basic and diluted                            $      (0.02)  $      (0.01)
============================================================================================

WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING - basic and diluted                          16,215,403     15,505,701
============================================================================================
<FN>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>


                                       F7
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Consolidated Statements of Cash Flows
(EXPRESSED IN U.S. DOLLARS)
------------------------------------------------------------------------------------------------
                                                  Cumulative from
                                                   June 17, 1997        Year           Year
                                                  (inception) to        ended          ended
                                                    December 31      December 31    December 31
                                                       2003             2003           2002
------------------------------------------------------------------------------------------------
<S>                                              <C>                <C>            <C>
CASH FLOWS FROM (USED IN)
  OPERATING ACTIVITIES
   Net (loss) for the period                     $     (1,510,217)  $   (288,706)  $   (227,812)
   Adjustment to reconcile net loss
   to net cash used in operating activities:
   - stock based compensation                               9,500              -          9,500
   - issuance of stock for services                       243,375        225,375         18,000
  Changes in assets and liabilities:
   - prepaid expenses and deposits                              -              -         23,510
   - accounts payable and accrued liabilities             133,850         31,582        (72,074)
------------------------------------------------------------------------------------------------

NET CASH USED IN OPERATING ACTIVITIES                  (1,123,492)       (31,749)      (248,876)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                1,124,229              -        150,000
------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS                                   737        (31,749)       (98,876)

CASH AND CASH EQUIVALENTS,
  beginning of period                                           -         32,486        131,362
------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS,
  end of period                                  $            737   $        737   $     32,486
================================================================================================

NON-CASH OPERATING AND
  FINANCING ACTIVITIES
  Shares issued for services                                        $    165,375   $     18,000
  Shares issued for settlement of debts                                        -        100,000
  Shares issued for finder's fee in connection
    with a private placement                                                   -        150,000
  Shares issued for finder's fee in connection
    with a license agreement                                              60,000              -
------------------------------------------------------------------------------------------------

                                                                    $    225,375   $    268,000
================================================================================================
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>


                                       F8
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2003 and 2002
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


1.   NATURE  OF  BUSINESS  AND  CONTINUANCE  OF  OPERATIONS

     The  Company was formed on June 17, 1997 as Aurora Gold (BVI) Limited under
     The  International Business Companies Act, Cap. 291 of the Territory of the
     British Virgin Islands. The Company changed its name to Aurora Metals (BVI)
     Limited  on  May  10,  2000.  The  Company  was a subsidiary of Aurora Gold
     Corporation  until  it  was  spun-off  on  March  9,  2001.

     The  Company  is  in the mineral exploration business. Since inception, the
     Company has been in the process of exploring its mineral properties and has
     not  yet determined whether the properties contain proven reserves that are
     economically  recoverable.  To date, the Company is considered to be in the
     exploration  stage  and  operating  in  a  single  segment  based  upon the
     Company's  organizational  structure,  the  way in which its operations are
     managed  and  evaluated, the availability of separate financial results and
     materiality  considerations.

     The  general  business  strategy  of  the  Company  is  to  acquire mineral
     properties  either  directly  or  through  the  acquisition  of  operating
     entities. The Company has not generated any operating revenues to date. The
     Company  has  incurred  recurring  operating losses and requires additional
     funds to meet its obligations and maintain its operations. These conditions
     raise  substantial doubt about the Company's ability to continue as a going
     concern. Management's plans in this regard are to raise equity financing as
     required.

     These consolidated financial statements do not include any adjustments that
     might  result  from  this  uncertainty and have been prepared in accordance
     with generally accepted accounting principles applicable to a going concern
     which  contemplates  the  realization  of  assets  and  the satisfaction of
     liabilities and commitments in the normal course of business. The continued
     operations  of  the Company is dependent upon the existence of economically
     recoverable mineral reserves, confirmation of the Company's interest in the
     underlying  mineral  claims, the ability of the Company to obtain necessary
     financing  to  complete  the  development  and  upon  future  profitable
     production.

2.   SIGNIFICANT  ACCOUNTING  POLICIES

     (a)  Consolidation

          These  consolidated  financial  statements include the accounts of the
          Company  and  its wholly-owned subsidiary, Crystal Coding Limited. All
          inter-company  transactions  and  balances  have  been  eliminated.


                                       F9
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2003 and 2002
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     (b)  Accounting Estimates

          The  preparation  of financial statements in conformity with generally
          accepted  accounting  principles  in United States of America requires
          management  to make estimates and assumptions that affect the reported
          amounts  of assets and liabilities and disclosure of contingent assets
          and  liabilities  at  the  date  of  the  financial statements and the
          reported amounts of revenues and expenses during the reporting period.
          Actual  results  could  differ  from  those estimates and assumptions.

     (c)  Cash Equivalents

          Cash  equivalents  comprise  certain  highly liquid instruments with a
          maturity  of  three  months or less when purchased. As at December 31,
          2003  and  2002,  cash  and  cash  equivalents  consist  of cash only.

     (d)  Mineral Properties and Exploration Expenses

          Mineral  property  acquisition,  exploration and development costs are
          charged  to  operations  as  incurred  until  such time that proven or
          probable  ore  reserves  are  determined.  At such time that proven or
          probable  reserves  are  established,  the Company will capitalize all
          costs  to the extent that future cash flow from ore reserves equals or
          exceeds  the costs deferred. The deferred costs will be amortized over
          the  recoverable  reserves  when  a  property  reaches  commercial
          production.  As  at December 31, 2003, the Company did not have proven
          or  probable  reserve.  Exploration  activities conducted jointly with
          others  are  reflected at the Company's proportionate interest in such
          activities.

     (e)  Assets Retirement Obligations

          The  Company has adopted SFAS No. 143, Accounting for Asset Retirement
          Obligations  which  requires that the fair value of a liability for an
          asset retirement obligation be recognized in the period in which it is
          incurred.  SFAS No. 143 requires to record a liability for the present
          value  of  the  estimated  site  restoration  costs with corresponding
          increase  to  the carrying amount of the related long-lived asset. The
          liability  will be accreted and the asset will be depreciated over the
          life of the related assets. Adjustments for changes resulting from the
          passage  of  time  and  changes  to either the timing or amount of the
          original  present  value  estimate  underlying  the obligation will be
          made.  As at December 31, 2003 and 2002, the Company does not have any
          asset  retirement  obligations.

          Cost  associated with environmental remediation obligation are accrued
          at  the  most likely estimate when it is probable that such costs will
          be  incurred  and  they  can  be  reasonably  estimated.


                                      F10
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2003 and 2002
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     (f)  Stock-Based Compensation

          The Company has adopted the disclosure-only provisions of Statement of
          Financial  Accounting  Standards  ("SFAS")  No.  123,  Accounting  for
          Stock-based  Compensation;  As amended by SFAS No. 148, Accounting for
          Stock-Based  Compensation  -  Transition and disclosure - Amendment of
          SFAS No. 123. SFAS No. 123 encourages, but does not require, companies
          to  adopt a fair value based method for determining expense related to
          employees'  stock-based compensation. The Company continues to account
          for  stock-based  compensation issued to employees and directors using
          the  intrinsic  value method as prescribed under Accounting Principles
          Board ('APB") Opinion No. 25, Accounting for Stock Issued to Employees
          and  related  interpretations.

     (g)  Advertising Expenses

          The  Company  expenses  advertising  costs  as incurred. There were no
          advertising  expenses  incurred  by  the  Company  for the years ended
          December  31,  2003  and  2002.

     (h)  Foreign Currency Transactions

          The  Company  maintains  its  accounting  records  in  U.S.  dollars.

          At the transaction date, each asset, liability, revenue and expense is
          translated into U.S. dollars by the use of the exchange rate in effect
          at  that  date.  At  the  period  end, monetary assets and liabilities
          denominated  in foreign currency are re-evaluated into U.S. dollars by
          using  the exchange rate in effect at that date. The resulting foreign
          exchange  gains  and  losses  are  included  in  operations.

     (i)  Fair Value of Financial Instruments and Concentration of Risks

          The  carrying value of cash and cash equivalents, accounts payable and
          accrued  liabilities  approximate  their  fair  value  because  of the
          short-term  maturity of these instruments. The Company places its cash
          and  cash equivalents with high credit quality financial institutions.
          As  at  December  31,  2003  and  2002,  the  balance  placed in these
          financial institutions did not exceed the insured limit. Management is
          of the opinion that the Company is not exposed to significant interest
          and  currency  risks  arising  from  these  financial  instruments.


                                      F11
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2003 and 2002
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


2.   Significant Accounting Policies (continued)

     (j)  Long-Lived Assets Impairment

          Long-term  assets  of the Company are reviewed for impairment whenever
          events  or  circumstances  indicate that the carrying amount of assets
          may  not  be recoverable, pursuant to guidance established in SFAS No.
          144,  Accounting  for the impairment or disposal of long-lived assets.
          Management  considers  assets  to  be  impaired  if the carrying value
          exceeds  the  future  projected  cash  flows  from  related operations
          (undiscounted  and  without interest charges). If impairment is deemed
          to exist, the assets will be written down to fair value. Fair value is
          generally  determined  using  a  discounted  cash  flow  analysis.

     (k)  Income Taxes

          The  Company  has  adopted Statement of Financial Accounting Standards
          No.  109  (SFAS  109), Accounting for Income Taxes, which requires the
          Company  to  recognize  deferred  tax  liabilities  and assets for the
          expected  future  tax consequences of events that have been recognized
          in  the  Company's  consolidated  financial  statements or tax returns
          using  the  liability  method.  Under  this  method,  deferred  tax
          liabilities  and  assets  are  determined  based  on  the  temporary
          differences  between  the  financial statement and tax bases of assets
          and  liabilities  using  enacted  tax  rates in effect in the years in
          which  the  differences  are  expected  to  reverse.

     (l)  Accounting for Derivative Instruments and Hedging Activities

          The  Financial Accounting Standards Board ("FASB") issued SFAS No. 133
          Accounting for Derivative Instruments and Hedging Activities. SFAS No.
          133  requires  companies  to  recognize  all  derivatives contracts as
          either  assets or liabilities in the balance sheet and to measure them
          at  fair  value.  If  certain  conditions are met, a derivative may be
          specifically designated as a hedge, the objective of which is to match
          the  timing of gain or loss recognition on the hedging derivative with
          the  recognition  of  (i)  the changes in the fair value of the hedged
          asset  or  liability  that are attributable to the hedged risk or (ii)
          the designated as a hedging instrument, the gain or loss is recognized
          in  income  in  the  period  of  change.

          Historically,  the  Company  has not entered into derivative contracts
          either  to  hedge  existing  risks  or  for  speculative purposes. The
          adoption  of  this  statement does not have an impact on the Company's
          consolidated  financial  statements.


                                      F12
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2003 and 2002
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


2.   Significant Accounting Policies (continued)

     (m)  Loss Per Share

          Basic earnings (loss) per share is computed using the weighted average
          number of shares outstanding during the year. The Company adopted SFAS
          No.  128  Earnings  Per  Share. Diluted loss per share is equal to the
          basic  loss  per  share for the years ended December 31, 2003 and 2002
          because common stock equivalents consisting of options and warrants to
          acquire  1,100,000  (2002  -  1,900,000)  common  stocks  that  are
          outstanding  at  December  31,  2003  and  2002,  respective,  are
          anti-dilutive,  however,  they  may  be  dilutive  in  future.

     (n)  Comprehensive Income

          The  Company  adopted  SFAS  No.  130, Reporting Comprehensive Income,
          which establishes standards for reporting and display of comprehensive
          income,  its  components  and  accumulated  balances.  The  Company is
          disclosing  this  information  on  its  Consolidated  Statement  of
          Stockholders'  Equity.  Comprehensive  income  comprises equity except
          those  resulting  from  investments  by  owners  and  distributions to
          owners.  The  Company  has no elements of "other comprehensive income"
          for  the  years  ended  December  31,  2003  and  2002.

     (o)  New Accounting Pronouncements

          In  January  2003,  the FASB released FASB Interpretation No. 46 ("FIN
          46"),  Consolidation  of  Variable  Interest Entities. FIN 46 requires
          that  all  primary  beneficiaries  of  variable  interest  entities
          consolidate  that entity. FIN 46 is effective immediately for variable
          interest  entities  created  after  January  31,  2003 and to variable
          interest  entities  in  which  an enterprise obtains an interest after
          that  date.  It  applies  in  the  first fiscal year or interim period
          beginning  after  June 15, 2003 to variable interest entities in which
          an enterprise holds a variable interest it acquired before February 1,
          2003.  In December 2003, the FASB published a revision to FIN 46 ("FIN
          46R")  to  clarify some of the provisions of the interpretation and to
          defer the effective date of implementation for certain entities. Under
          the  guidance  of  FIN  46R,  entities  that  do not have interests in
          structures  that  are commonly referred to as special purpose entities
          are  required  to  apply  the  provisions  of  the  interpretation  in
          financial  statements  for  periods  ending  after March 14, 2004. The
          Company  did  not  create a variable interest entity after January 31,
          2003  and  does not have a variable interest entity as of December 31,
          2003.  The  Company  expects that the full adoption of FIN 46R in 2004
          will not have a material impact on the Company's financial position or
          results  of  operations


                                      F13
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2003 and 2002
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     (o)  New Accounting Pronouncements (continued)

          In April 2003, the FASB issued SFAS No. 149 Amendment of Statement 133
          on  Derivative  Instruments  and  Hedging  Activities.  This Statement
          amends and clarifies financial accounting and reporting for derivative
          instruments,  including  certain  derivative  instruments  embedded in
          other  contracts  (collectively  referred  to  as derivatives) and for
          hedging activities under SFAS No. 133. This Statement is effective for
          contracts  entered  into or modified after June 30, 2003. The adoption
          of  SFAS No. 149 does not have an impact on the Company's consolidated
          financial  statements.

          In  May  2003,  the  FASB  issued SFAS No. 150, Accounting for Certain
          Financial  Instruments  with  Characteristics  of Both Liabilities and
          Equity.  This  Statement  establishes  standards  for  how  an  issuer
          classifies  and  measures  certain  financial  instruments  with
          characteristics  of  both  liabilities and equity. It requires that an
          issuer  classify  a financial instrument that is within its scope as a
          liability  (or  an  asset  in  some  circumstances). This Statement is
          effective for financial instruments entered into or modified after May
          31,  2003,  and  otherwise  is effective at the beginning of the first
          interim period beginning after June 15, 2003. The adoption of SFAS No.
          150  does  not  have an impact on the Company's consolidated financial
          statements.

          In  December 2003, the FASB issued SFAS No. 132(R), a revision to SFAS
          No.  132,  "Employers'  Disclosure  about  Pensions  and  Other
          Postretirement  Benefits.  SFAS  No.  132(R)  requires  additional
          disclosures about the assets, obligations, cash flows and net periodic
          benefit  cost  of  defined  benefit  pension  plans  and other defined
          benefit  postretirement  plans.  SFAS  No.  132(R)  is  effective  for
          financial statements with fiscal years ending after December 15, 2003,
          with the exception of disclosure requirements related to foreign plans
          and  estimated  future benefit payments which are effective for fiscal
          years ending after June 15, 2004. The adoption of SFAS 132(R) does not
          have  an  impact  on  the  Company's  financial position or results of
          operations.

          In  December  2003,  the  American  Institute  of  Certified  Public
          Accountants  and  Securities and Exchange Commission ("SEC") expressed
          the  opinion that rate-lock commitments represent written put options,
          and  therefore  be  valued as a liability. The SEC expressed that they
          expect  registrants  to disclose the effect on the financial statement
          of  recognizing  the rate-lock commitments as written put options, for
          quarters  commencing  after  March  15,  2004.  Additionally,  the SEC
          recently  issued  Staff Accounting Bulletin (SAB) No. 105. SAB No. 105
          clarifies  the  SEC's  position  that the inclusion of cash flows from
          servicing  or  ancillary income in the determination of the fair value
          of  interest  rate lock commitments is not appropriate. SAB No. 105 is
          effective for loan commitments entered into on or after April 1, 2004.
          The  adoption  of SAB No. 105 does not have an impact on the Company's
          consolidated  financial  statements.


                                      F14
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2003 and 2002
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


3.   MINERAL PROPERTY COSTS

     (a)  Hammala, Kebbouch District, Tunisia

          Pursuant  to  a  letter  agreement  on  May  18,  2000,  Aurora  Gold
          Corporation,  then the Company's parent, transferred to the Company an
          option  agreement  ("Hammala  Option  Agreement")  to  acquire  a 100%
          interest  in  the  Hammala Exploration Permit, which is in the western
          Kebbouch  District,  southwest  of  Tunis.  The  Exploration  Permit
          comprises  four  square  kilometers.

          On  May  14, 2003, the Company terminated the Hammala Option Agreement
          in  the  Kebbouch  Disctrict,  Tunisia.

     (b)  Kebbouch District, Tunisa

          Pursuant  to  an  agreement  on May 18, 2000, Aurora Gold Corporation,
          then  the Company's parent, transferred to the Company a 100% interest
          in  ten  (10)  exploration permits for which the then parent had filed
          applications.  All  the  ten (10) exploration permits expired in 2003.

          In  2002,  the  Company  was  granted  two  (2) additional exploration
          permits by the Ministry of Industry in Tunisia, namely El Hamri and Er
          Rosfa.  The  exploration  permits  are  valid  until  July  29,  2005.

     (c)  Le Kef, Tunisia

          In  2001,  the Company was granted four (4) exploration permits by the
          Ministry  of  Industry  in  Tunisia, namely Zag Ettir, Slima, Hafs and
          Mena.  The  exploration  permits  are  valid  until  October  1, 2004.

4.   PROJECT DEVELOPMENT EXPENSES

     In  November  2002,  the  Company  entered  into  a  License Agreement (the
     "Agreement")  with  a  private  company,  and  its owner, for an exclusive,
     world-wide  license,  covering  proprietary  technology  for  gemstones
     identification  and  verification,  including  several  patent applications
     filed  with  the  U.S.  Patent  &  Trademark  Office,  with  the  right  to
     sub-license  the  technology  to  other  entities.  Under  the terms of the
     Agreement,  the  Company paid an initial license fee of $5,000 in 2002. The
     fee  was  charged  to  operations.

     In 2003, the Company issued 171,450 common shares at $0.35 per share, being
     the  fair market value at the time of issuance, as finder's fee and the fee
     was  charged  to  operations.  The  project was abandoned subsequent to the
     year-end.


                                      F15
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2003 and 2002
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


5.   RELATED PARTY TRANSACTIONS

     Related  party  transactions  not  disclosed  elsewhere  in these financial
     statements  are  as  follows:

     (a)  As at December 31, 2003, $12,371 (December 31, 2002 - $1,808) included
          in  accounts  payable was due to a company controlled by a director of
          the  Company.

     (b)  In  2003, the Company issued 472,500 common shares at $0.35 per share,
          being  the fair market value at the time of issuance, to two directors
          of  the  Company  for  consulting  services  provided.

     (c)  In  2002, the Company issued 600,000 common shares at $0.167 per share
          for  the  settlement  of  outstanding  debts  of  $100,000  owing to a
          corporation  controlled  by  a  director  of  the  Company.

6.   STOCK OPTION PLAN

     The  Board  of Directors approved a stock option plan (the "Plan") in 2002,
     pursuant  to  which  directors,  officers, employees and consultants of the
     Company  are  eligible to receive grants of options of the Company's common
     stock.  The maximum aggregate number of shares that may be issued under the
     Plan in any calendar year shall be an amount equal to 15% of the issued and
     outstanding of the Company's common stock on January 1st of each year. Each
     option  granted  under  the  Plan  shall  be  exercisable  on and after the
     six-month  anniversary of the grant date and the maximum term of the option
     is  five years after the date of the grant. The Plan is administered by the
     Board  of  Directors.  There  were  no  stock  options  granted  in  2003.

     In  2002,  the  Company  granted  1,100,000  stock options to directors and
     employees  and  50,000  stock  options  to a consultant of the Company. The
     Company  charged  $9,500 to operations for stock based compensation for the
     stock  options granted to the consultant by applying the fair value method.
     For  stock  options granted to directors and employees, the Company applies
     the  intrinsic  value  method  as prescribed under APB No. 25. There was no
     stock based compensation charged to operations for stock options granted to
     directors  and  employees.

     The  weighted-average  fair  value  of  the  options  granted  in  2002 was
     estimated  at  $0.12  using the Black-Scholes option pricing model with the
     following  weighted  average  assumptions: risk-free interest rate of 4.3%,
     dividend  yield  of  0%,  volatility  of  135%,  and  expected  lives  of
     approximately  four  (4)  years.


                                      F16
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2003 and 2002
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


6.   STOCK OPTION PLAN (continued)

     The  Company  follows  the disclosure provision of SFAS No. 123 to disclose
     pro-forma  information  regarding net income as if it had accounted for its
     director  and  employee  stock  options  granted under the fair value based
     method.  Based  on the computed option values and the number of the options
     issued,  had  the  Company  recognized  compensation expense, the following
     would  have  been  its effect on the Company's net loss and loss per share:

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------
                                                                 2003        2002
     -------------------------------------------------------------------------------
<S>                                                           <C>         <C>

     Loss for the year, as reported                           $(288,706)  $(227,812)
     Add:
        Stock-based compensation expenses,
        including in reported net loss                                -       9,500
     Deduct:
        Total stock-based compensation expenses, determined
        under fair value method for all options                       -    (141,500)
     -------------------------------------------------------------------------------

     Pro-forma, net (loss)                                    $(288,706)  $(359,812)
     -------------------------------------------------------------------------------
     Basic and diluted (loss) per share:
        - as reported                                         $   (0.02)  $   (0.01)
        - pro-forma                                           $   (0.02)  $   (0.02)
     -------------------------------------------------------------------------------
</TABLE>

     Stock  options  information  for  the  year  ended  December 31, 2003 is as
     follows:

<TABLE>
<CAPTION>
     --------------------------------------------------------------------------------
                                                                         Weighted
                                                                          Average
                                                            Shares    Exercise Price
     -------------------------------------------------------------------------------
<S>                                                       <C>         <C>

     Options outstanding and exercisable at December 31,
     2001                                                         -   $             -

     Granted                                              1,150,000   $          0.16

     Options outstanding and exercisable
     at December 31, 2002                                 1,150,000   $          0.16
     ================================================================================

     Expired                                                (50,000)  $          0.35
     --------------------------------------------------------------------------------

     Options outstanding and exercisable
     at December 31, 2003                                 1,100,000   $          0.15
     ================================================================================
</TABLE>

The weighted average remaining contractual life of the stock options outstanding
as  at  December  31,  2003  is  3.2  years.

Each  stock  option  entitles  the  holder  to  acquire  one common share of the
Company.


                                      F17
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2003 and 2002
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


7.   SHARE PURCHASE WARRANTS

     As  at  December  31,  2003, there were nil (2002 - 750,000) share purchase
     warrants  outstanding.

8.   SUBSEQUENT EVENTS

     (a)  The  Company  has  entered  into  an  arm's  length agreement with two
          private  companies,  and  fifteen  individuals,  (collectively  the
          "Lessors")  for  exploration for platinum group metals ("PGM"), in the
          Stillwater  Complex, Montana. The Stillwater Complex is located in the
          Beartooth  Mountains  in  south-central Montana, some 90 miles by road
          southwest of Billings. The agreement, known as the Mountain View Lease
          Agreement  ("Lease  Agreement")  covers  77  unpatented claims and one
          patented  claim,  all  located  in  Stillwater  County. The claims are
          contiguous,  with  an  area  of  approximately  1,719  acres.

          The  Lease  Agreement has a Primary Term of ten years from the date of
          execution, extendable for a further five years upon payment of Advance
          Royalties of US$50,000. The Company will be responsible for payment of
          annual  fees,  totalling $7,700, to the U.S. Bureau of Land Management
          ("BLM")  for  the  unpatented  claims, and property ownership taxes on
          patented  claims. A Net Smelter Return ("NSR") of 2% will apply to all
          products  from  mining operations. Advance Royalties of US$500,000 are
          payable  at  commencement  of  mine  construction.

     (b)  The  Company  has  entered  into  an  arm's  length agreement with two
          private  companies  ("Lessors")  for  exploration  for  platinum group
          metals  ("PGM"),  and  nickel-copper-cobalt  mineralization,  in  the
          Stillwater  Complex,  Montana.  The agreement, known as the Basal Zone
          Lease  Agreement  ("Lease  Agreement") covers an area of approximately
          903  acres,  in  nine  unpatented  claims  and  34  patented claims in
          Stillwater  County,  and  17 unpatented claims, covering approximately
          345  acres,  in  Sweet Grass County. The Lease Agreement has a Primary
          Term of ten years from the date of execution, extendable for a further
          five  years.  The  Company  will pay the Lessors a monthly fee of $500
          commencing on the first anniversary of the Agreement, $1,000 per month
          from  the  second  anniversary,  $1,500  per  month  from  the  third
          anniversary  and  $2,000  per  month  from the sixth anniversary, and,
          thereafter,  for  the  term of the Agreement. In addition, the Company
          will  be  responsible for payment of annual fees to the U.S. Bureau of
          Land  Management  for  the  unpatented  claims, and property ownership
          taxes on patented claims. A Net Smelter Return of 2% will apply to all
          products  from  future  mining  operations.

     (c)  In  May  2004,  the Company completed a private placement of 1,000,000
          units  at  a price of US$0.15 per unit for net proceeds of US$150,000.
          Each  unit  comprises  one (1) common share and one (1) share purchase
          warrant,  each  warrant  entitling  the  holder  to  purchase  one (1)
          additional common share of the Company at a price of US$0.15 per share
          for  a  period of one (1) year from the closing date of the placement.


                                      F18
<PAGE>
ITEM 18.  FINANCIAL STATEMENTS

The Company has elected to comply with the financial statement requirement of
Item 17 rather than this Item.


ITEM 19.  EXHIBITS.

     INDEX TO EXHIBITS

          3.1  Certificate of Incorporation. *

          3.2  Memorandum of Association and Articles of Association. *

          3.3  Amendment to the Memorandum and Articles of Association. *

          3.4  Amended Certificate of Incorporation. *

          3.5  Amended Memorandum and Articles of Association. *

          3.6  Certificate of Incumbency of Aurora Metals (BVI) Ltd. *

          10.1 Letter of Intent between Aurora Gold Corporation and High Marsh
               Holdings Ltd., dated March 15, 1999. *

          10.2 Option Agreements dated as shown between Aurora Gold Corporation
               and High Marsh Holdings Limited. *

               10.2.1  Hamman Zriba/Jebel Guebli    October 15, 1999 *
               10.2.2  Koudiat Sidii                October 15, 1999 *
               10.2.3  Ouled Moussa                 October 15, 1999 *
               10.2.4  Hammala                      January 20, 2000 *
               10.2.5  El Mohguer                   January 20, 2000 *
               10.2.6  Jebel Oum Edeboua            January 20, 2000 *

          10.3 Letter of Intent between Aurora Gold Corporation and Billiton UK
               Resources B.V., dated February 25, 2000. *


                                  Page 26 of 35
<PAGE>
          10.4 Letter of Intent between Aurora Gold Corporation and Billiton UK
               Resources B.V., dated April 12, 2000, amending the Letter of
               Intent of February 25, 2000. *

          10.5 Amendments to Letter of Intent between Aurora Gold Corporation
               and Billiton UK Resources B.V. *

               10.5.1    Letter of Intent between Aurora Gold Corporation and
                         Billiton UK Resources B.V., dated May 30, 2000,
                         amending the Letter of Intent of February 25, 2000. *

               10.5.2    Letter of Intent between Aurora Gold Corporation and
                         Billiton UK Resources B.V., dated June 22, 2000,
                         amending the Letter of Intent of February 25, 2000. *

               10.5.3    Letter of Intent between Aurora Gold Corporation and
                         Billiton UK Resources B.V., dated July 27, 2000,
                         amending the Letter of Intent of February 25, 2000. *

               10.5.4    Letter of Intent between Aurora Gold Corporation and
                         Billiton UK Resources B.V., dated August 30, 2000,
                         amending the Letter of Intent of February 25, 2000. *

               10.5.5    Letter of Intent between Aurora Gold Corporation and
                         Billiton UK Resources B.V., dated September 28, 2000,
                         amending the Letter of Intent of February 25, 2000. *

               10.5.6    Letter of Intent between Aurora Gold Corporation and
                         Billiton UK Resources B.V., dated November 10, 2000,
                         amending the Letter of Intent of February 25, 2000. *

               10.5.7    Letter of Intent between Aurora Gold Corporation and
                         Billiton UK Resources B.V., dated December 8, 2000,
                         amending the Letter of Intent of February 25, 2000. *

               10.5.8    Letter of Intent between Aurora Gold Corporation and
                         Billiton UK Resources B.V., dated January 12, 2001,
                         amending the Letter of Intent of February 25, 2000. *

          10.6 Notifications of granting of ten (10) Exploration Permits,
               extracts from the Tunisian Government Gazette, May 26, 2000. *

          10.7 Directors Consent Resolutions of Aurora Gold Corporation, dated
               May 18, 2000, transferring 100% interest in six (6) Exploration
               Permits held under option, and the ten (10) Exploration Permits
               formally granted on May 26, 2000, to its wholly owned subsidiary,
               Aurora Metals (BVI) Ltd. *

          10.8 Directors Consent Resolutions of Aurora Gold Corporation, dated
               May 18, 2000, transferring 100% interest in the Letter of Intent
               and proposed private placement with Billiton UK Resources B.V. to
               its wholly owned subsidiary, Aurora Metals (BVI) Ltd. *

          10.9 Letters of Termination on Option Agreements between Aurora Metals
               (BVI) Ltd. and High Marsh Holdings Ltd., under Exhibits 10.2.1
               (10.9.1), 10.2.3 (10.9.2), 10.2.5 (10.9.3) and 10.2.6 (10.9.4),
               dated September 5, 2000. *


                                  Page 27 of 35
<PAGE>
          10.10 Letter of Termination between Aurora Metals (BVI) Ltd. and High
                Marsh Holdings Ltd., under Exhibit 10.2.2, dated September 11,
                2000. *

          10.11 Subscription Agreement between Aurora Metals (BVI) Limited and
                Billiton E&D 3 B.V., dated January 29, 2001.*

          10.12 Option Agreement between Aurora Metals (BVI) Limited and
                Billiton UK Resources B.V.*

          10.13 License Agreement between Aurora Metals (BVI) Limited, Crystal
                Coding Limited and Malcolm Warwick and 650089 B.C. Ltd., dated
                November 22, 2002.*

          10.14 Mountain View Lease Agreement.

          10.15 First Amending Agreement to the Mountain View Lease Agreement.

          10.16 Basal Zone Lease Agreement.

          11.1  Corporate Governance Principles.

          12.1  Certification of Chief Executive Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002.

          12.2  Certification of Chief Financial Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002.

          13.1  Certification of Chief Executive Officer pursuant to 18 U.S.C.
                Section 1350 as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.

          13.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
               Section 1350 as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.

     ------------
     * Previously filed



SIGNATURES

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                             AURORA METALS (BVI) LIMITED
                             (Registrant)

Date:  June 1, 2004          BY:  /s/ John A.A. James
                                  John A.A. James
                                  Director and President

Date:  June 1, 2004          BY:  /s/ A. Cameron Richardson
                                  A. Cameron Richardson
                                  Director and Chief Financial Officer


                                  Page 28 of 35
<PAGE>
In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

Date:  June 1, 2004          BY:  /s/ John A.A. James
                                  John A.A. James
                                  Director and President

Date:  June 1, 2004          BY:  /s/ A. Cameron Richardson
                                  A. Cameron Richardson
                                  Director and Chief Financial Officer



APPENDIX A TO PART I, ITEM 4.

GLOSSARY OF GEOLOGICAL AND MINING TERMS

Terms  used  in  this  report  are  defined below and those terms in italics are
themselves  defined  in  the  glossary.

ALTERATION          Changes in the chemical or mineralogical composition
                    of a rock, generally produced by weathering or hydrothermal
                    solutions.

ANHYDRITE           Anhydrous calcium sulphate, CaSO(4), commonly massive
                    in evaporite beds and which alters readily to gypsum.

ANHYDROUS           Completely without water.

ANOMALY             A geological feature, especially in the subsurface,
                    identified by geology, geophysics, or geochemical means,
                    which is different from the general surroundings. See also
                    geochemical anomaly.

ANORTHOSITE         An igneous rock composed almost entirely of
                    plagioclase feldspar.

ANTICLINE           A fold, generally convex upward, whose core contains
                    stratigraphically older rocks.

ARCHAEOZOIC         The earlier part of Precambrian time, corresponding
                    to Archean rocks.

ARCHEAN             Said of the rocks of the Archaeozoic.

ARGILLACEOUS        Composed of or having a large proportion of clay in
                    the composition, e.g. sedimentary rocks such as marl and
                    shale.

ATLAS FOLD BELT     The belt of northeast-southwest trending
                    synclinal and anticlinal folds in the central-to-northern
                    part of the Atlas System of sedimentary carbonate platforms
                    in the northern half of Tunisia.

BAHLOUL FORMATION   Limestone formed in Cenomanian to Turonian time
                    (Middle to Upper Cretaceous stages).

BARITE              Barium sulphate, BaSO(4).


                                  Page 29 of 35
<PAGE>
BED                 Smallest lithostratigraphic unit in sedimentary strata,
                    ranging in thickness from a centimeter to several meters and
                    with distinguishing characteristics from beds above and
                    below

CALCITE             Calcium carbonate, CaCO(3), a common rock-forming mineral
                    and a chief constituent of limestone.

CAP-ROCK            In a salt dome, a body of anhydrite and gypsum, with
                    some minor calcite and sometimes sulfur, that overlies the
                    salt body.

CENOMANIAN          Series or stage of rock formation in the lower epoch
                    of the Cretaceous period of geological time ranging from 95
                    to 90 million years in age.

CHROMITE            Iron-black to brownish black mineral, FeCr(2)O(4) or
                    FeO, Cr(2)O(3), an ore of chromium.

CHROMITITE          Material in minute octahedral crystals, said to have
                    the formula FeCrO(3).

CLINOPYROXENE       Any of a group of pyroxenes crystallizing in the
                    monoclinic system, sometimes with considerabel calcium with
                    or without aluminum and the alkalies.

CONCORDANT          Said of strata displaying parallelism of bedding or
                    structure; structurally conformable.

CRETACEOUS          Stage in geological time, comprising two epochs, the
                    lower of which ranges from 131 million years to 95 million
                    years in age and the upper of which ranges from 95 million
                    years to 66 million years in age.

CUT-OFF GRADE       The minimum grade of mineral, in units or
                    percentage per ton, assumed for estimation of overall tons
                    and grade.

DIAPIR              A dome or anticlinal fold which in sedimentary strata
                    usually contain cores of salt or shale.

DISSEMINATION       Scattered distribution of generally fine-grained
                    metalliferous minerals throughout a rock.

DOLOMITE            Calcium magnesium carbonate, CaMg(CO(3))(2) , a common
                    rock-forming mineral. A sedimentary rock comprising more
                    than 50% by weight of the mineral dolomite. Most often
                    associated with and interbedded with limestone.

DOME                An uplift or anticlinal structure, circular or elliptical in
                    outline, in which the rocks dip gently away in all
                    directions.

EVAPORITE           A sediment deposited from aqueous solution as a result
                    of extensive or total evaporation, e.g. anhydrite.

FAULT               A fracture or fracture zone along which there has been
                    displacement of the sides relative to one another parallel
                    to the fracture.


                                  Page 30 of 35
<PAGE>
FOLD                A bend or plication in bedding, foliation, cleavage, or
                    other planar features in rocks.

FLUORITE            Calcium fluorite, CaF(2), a common mineral in veins and
                    used in glass, enamel and the manufacture of hydrofluoric
                    acid.

FORMATION           A body of rock strata that consists dominantly of a
                    certain lithologic type or combination of types. A distinct
                    body of igneous or metamorphic rock.

GABBRO              Dark-colored igneous rock composed of plagioclase feldspar
                    and clinopyroxene with minor orthopyroxene.

GALENA              Lead sulfide, PbS, a gray, soft and heavy mineral with
                    perfect cubic cleavage. Principal source of lead.

GEOCHEMICAL ANOMALY A concentration of one or more elements in
                    rock, soil, sediments, vegetation, or water that is markedly
                    different from the normal concentration.

GRAPHITE            Six-sided carbon crystals, iron-black to dark steel-gray
                    in color; occurring as crystals, or flakes in veins or
                    bedded masses, or as disseminations in metamorphic rocks.

GYPSUM              Hydrous calcium sulfate, CaSO(4).2H(2)O, commonly in thick
                    extensive beds with anhydrite in evaporites.

HANGING WALL        The wall rock overlying an inclined vein, zone of
                    mineralization or fault.

HYDROTHERMAL        Of, or pertaining to, the action of hot water, or to
                    the products of this action, such as mineral deposit
                    precipitated from a hot aqueous solution; hence hydrothermal
                    alteration of rocks or minerals by the reaction of
                    hydrothermal water with pre-existing solid phases.

IGNEOUS             Said of a rock that solidified from molten or partly
                    molten material, i.e. from a magma. Igneous rocks constitute
                    one of the three main classes into which rocks are divided,
                    the others being metamorphic and sedimentary.

LENS                A body of rock or mineralization which is thick in the
                    middle and thin at the edges, i.e. double convex in shape.

LIMESTONE           Sedimentary rock consisting mainly of calcite with, or
                    without, magnesium carbonate (MgCO(3)).

LITHOLOGY           The description of rocks on the basis of such
                    characteristics as color, mineralogical composition and
                    grain size. The physical character of a rock.

LITHOSTRATIGRAPHIC  Used to describe a body or unit of rock
                    consisting dominantly of a certain lithologic type or
                    combination of types.


                                  Page 31 of 35
<PAGE>
LODE MINING CLAIM   The most common type of mining claim located on
                    mineral deposits such as veins, fissures, lodes and
                    disseminated zones of mineralization. A single lode claim
                    cannot exceed 1,500 feet along the length of the deposit,
                    nor more than 300 feet to either side of the centerline of
                    the deposit.

MAFIC               Said of igneous rock composed mainly of dark ferromagnesian
                    minerals.

MAGNETITE           A black, isometric, strongly magnetic, opaque mineral,
                    (Fe,Mg)Fe(2)O(4).

MAGMA               Naturally occurring molten rock material, generated within
                    the earth and capable of intrusion and extrusion, from which
                    igneous rocks have been derived through solidification and
                    related processes.

MARL                An earthy or impure argillaceous limestone.

METAMORPHISM        The mineralogical, chemical, and structural
                    adjustment of solid rocks to physical and chemical
                    conditions imposed at depth below the surface zones of
                    weathering and cementation, which differ from the conditions
                    under which the rocks originated. Metamorphic rocks have
                    been subjected to marked changes in temperature, pressure,
                    shearing stress, and chemical environment.

MILL SITE CLAIM     Mill site claims up to five (5) acres in area may
                    be located on non-mineral ground for the purpose of erecting
                    a mill, treatment plant or smelter facility.

MISSISSIPPI VALLEY - A stratabound deposit of lead and/or zinc
TYPE DEPOSIT        minerals in carbonate rocks, e.g., dolomite,
                    limestone and marl, together with associated barite and
                    fluorite.

PATENTED MINING     Patent to a mining claim is issued by the federal
CLAIM               government through the U.S. Bureau of Land Management
                    ("BLM") and title thereto is incontestable after a period of
                    six years. The requirements for patenting are detailed and
                    precise, covering verification of physical discovery of a
                    mineral deposit on vacant, open, unappropriated federal
                    land; official survey in accordance with government
                    regulations; and submission of the Patent Application
                    containing specified information, statements, and affidavits
                    to the BLM state office. Patenting is a long and arduous
                    process.

PGM                 Said collectively of the platinum group metals in any
                    combination of platinum, palladium, rhodium, ruthenium,
                    osmium, and iridium.

PLACER MINING CLAIM Placer mining claims are located over
                    deposits of loose, unconsolidated material, such as gravel
                    beds, or upon certain consolidated sedimentary deposits
                    lying at the surface. A single locator cannot claim more
                    than 20 acres in each placer claim, but associations of
                    persons may join to locate placer mining claims containing
                    20 acres for each person to a maximum of 160 acres.


                                  Page 32 of 35
<PAGE>
PLAGIOCLASE         sodium or calcium aluminum silicates in which two
FELDSPAR            cleavages are oblique to each other.

PENECONCORDANT      Near concordant, i.e. not completely conformable.

PODIFORM            A mineralized body of elongate or lenticular shape.

PROBABLE (INDICATED) As defined by the SEC: Reserves for which
RESERVES            quantity and grade and/or quality are computed from
                    information similar to that used for proven (measured)
                    reserves, but the sites for inspection, sampling, and
                    measurements are further apart or are otherwise less
                    adequately spaced. The degree of assurance, although lower
                    than that for proven (measured) reserves, is high enough to
                    assume continuity between points of observation.

PROVEN (MEASURED)   As defined by the SEC: Reserves for which (a)
RESERVES            quantity is computed from dimensions revealed in
                    outcrops, trenches, workings or drillholes; grade and/or
                    quality are computed from the results of sampling; and (b)
                    the sites for inspection, sampling and measurement are
                    spaced so closely and the geologic character is so well
                    defined that size, shape, depth and mineral content of
                    reserves are well established.

PYROXENE            A group of rock-forming minerals with the general
                    formula ABSi2O6 where A may be magnesium (Mg), iron
                    (Fe(+2)), calcium (Ca), or sodium (Na), and B is Mg, Fe(+2)
                    or aluminum (Al).

PYRRHOTITE          A common red-brown to bronze pseudo-hexagonal mineral,
                    with formulae ranging from Fe(5)S(6) to Fe(15)S(16).

REGIONAL            Over a wide area, as in regional metamorphism affecting
                    an extensive region, as opposed to local metamorphism
                    considerably more confined.

SALT DOME           A diapir with a columnar salt plug as its core, a
                    cap-rock of anhydrite and limestone, and upturned and
                    faulted sedimentary rocks next to the plug.

SAND                A detrital particle smaller than a granule and larger than a
                    silt grain, generally in the range 0.0625 to 1.68
                    millimeters.

SEDIMENTARY         Pertaining to or containing sediment, or formed by
                    its deposition.

SEDIMENTARY-        Sedex deposits are comprised of base metal sulfides
                    that were EXHALATIVE deposited upon the seafloor from
                    metal-bearing fluids that ("SEDEX") DEPOSIT discharged
                    through a fracture system in the seabed. Sedex deposits are
                    typically interbedded with sedimentary rocks which is taken
                    as evidence that the sulfides were deposited simultaneously
                    with these sediments.

SHALE               A fine-grained detrital sedimentary rock, formed by the
                    compaction of clay, silt or mud, with particle sizes within
                    the range 0.00006 to 0.053 millimeters.


                                  Page 33 of 35
<PAGE>
SILT                A detrital particle finer than sand, and coarser than clay,
                    commonly in the range 0.0039 to 0.0625 millimeters.

SLIP                Relative displacement of formerly adjacent points on
                    opposite sides of a fault measured in the fault surface.

SPHALERITE          Zinc sulfide, ZnS, the most common mineral of zinc.

STOPE               A stope is an underground excavation from which ore is
                    extracted.

STRATA              Plural of stratum.

STRATABOUND         Said of a mineral deposit confined to a single
                    stratigraphic unit.

STRATIFORM          Said of a type of stratabound deposit in which
                    mineralization constitutes, or is coextensive with, one or
                    more rock layers.

STRATIGRAPHY        The science of rock strata, concerned with all
                    characteristics and attributes of rocks as strata; and their
                    interpretation in terms of modes of origin and geological
                    history.

STRATUM             A layer, or bed, of sedimentary rock, visibly separable
                    from other layers above and below.

STRIKE              The direction of a structural surface as it intersects the
                    horizontal.

STRIKE-SLIP FAULT   A fault on which the displacement is parallel
                    to the strike of the fault.

SOLUTION CAVITY     An opening formed by chemical weathering, e.g.
                    removal of calcium carbonate in limestone by carbonic acid
                    derived from rainwater and carbon dioxide in the atmosphere.

SULFIDE             A mineral compound characterized by the linkage of sulfur
                    with a metal, e.g. iron to form pyrite, FeS(2); or lead to
                    form galena, PbS.

SURFICIAL           Pertaining to or lying in or on the surface of the
                    earth.

SYNCLINE            A fold, generally concave upwards, whose core consists
                    of stratigraphically younger rocks.

SYNSEDIMENTARY      Said of sedimentary deposits in which the minerals
                    formed contemporaneously with the enclosing rock.

TRIASSIC            The first period of the Mesozoic era of age between 250
                    and 204 million years.

TUNNEL SITE CLAIM   A tunnel site claim measures from the portal up
                    to 3000 feet along the projected course of the tunnel, and
                    up to 1,500 feet on either side of the tunnel.

TURONIAN            Stage in the Upper Cretaceous period of age between 88
                    and 91 million years.

ULTRAMAFIC          Said of an igneous rock composed chiefly of mafic
                    minerals.


                                  Page 34 of 35
<PAGE>
UNPATENTED CLAIM    May refer to four types of claims: lode mining,
                    placer mining, mill site, or tunnel site. The validity of a
                    claim depends upon compliance with all applicable federal
                    and state mining laws. A specific requirement is to file
                    precise required documents and payment of $100 per claim
                    with the U.S. Bureau of Land Management ("BLM") each year
                    otherwise the claim(s) will be automatically and
                    irretrievably voided.

VEIN                Mineral filling of a fault or other fracture in tabular or
                    sheet-like form.


                                  Page 35 of 35
<PAGE>