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, 2005
                                       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       .
                                        -------    -------
                                       OR
     ( ) SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         Date of event requiring this shell company report
         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:

Title of each class          Name of each exchange on which registered
None                         None

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None

Title of each class          Name of exchange on which registered
Common Shares                None

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

Indicate  the  number  of  outstanding shares of each of the issuer's classes of
capital  or  common  stock  as  of the close of the period covered by the annual
report.

As at December 31, 2005 there were 18,081,476 Common Shares

Indicate  by  check  mark  if the registrant is a well-known seasoned issuer, as
defined  in  Rule  405  of  the  Securities  Act.  YES  [ ]   NO  [X]

If  this  report  is an annual or transitional report, indicate by check mark if
the  registrant  is not required to file reports pursuant to Section 13 or 15(d)
of  the  Securities  Exchange  Act  of  1934.
YES  [ ]   NO  [X]


<PAGE>
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 whether the registrant is a large accelerated filer, an
accelerated  filer,  or  a non-accelerated filer. See definition of "accelerated
filer  and  large  accelerated  filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large  accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [X]

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

If  this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). YES  [ ]   NO  [X]

Indicate  by  check  mark  whether  the  registrant  has filed all documents and
reports  required  to  be  filed  by  Sections 12, 13 or 15(d) of the Securities
Exchange  Act  of 1934 subsequent to the distribution of securities under a plan
confirmed  by  a  court.  YES  [ ]   NO  [X]



                                  Page 2 of 45
<PAGE>
<TABLE>
<CAPTION>
                          AURORA METALS (BVI) LIMITED
                                TABLE OF CONTENTS

PART I
<S>                                                                         <C>
     GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . .   4
     FORWARD LOOKING STATEMENTS. . . . . . . . . . . . . . . . . . . . . .   4

     ITEM 1.     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS . .   4
     ITEM 2.     OFFER STATISTICS AND EXPECTED TIMETABLE . . . . . . . . .   5
     ITEM 3.     KEY INFORMATION . . . . . . . . . . . . . . . . . . . . .   5
     ITEM 4.     INFORMATION ON THE COMPANY. . . . . . . . . . . . . . . .   8
     ITEM 4A     UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . .  14
     ITEM 5.     OPERATING AND FINANCIAL REVIEW AND PROSPECTS. . . . . . .  14
     ITEM 6.     DIRECTORS AND SENIOR MANAGEMENT AND EMPLOYEES . . . . . .  17
     ITEM 7.     MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS . . . .  21
     ITEM 8.     FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . .  22
     ITEM 9.     THE OFFER AND LISTING . . . . . . . . . . . . . . . . . .  22
     ITEM 10.    ADDITIONAL INFORMATION. . . . . . . . . . . . . . . . . .  24
     ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                 RISK. . . . . . . . . . . . . . . . . . . . . . . . . . .  28
     ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES. .  28

PART II

     ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES . . . . .  28
     ITEM 14.    MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS AND
                 USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . .  28
     ITEM 15.    CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . .  29
     ITEM 16.    (RESERVED). . . . . . . . . . . . . . . . . . . . . . . .  29
     ITEM 16A.   AUDIT COMMITTEE FINANCIAL EXPERT. . . . . . . . . . . . .  29
     ITEM 16B.   CODE OF ETHICS. . . . . . . . . . . . . . . . . . . . . .  29
     ITEM 16C.   PRINCIPAL ACCOUNTANT FEES AND SERVICES. . . . . . . . . .  29
     ITEM 16D.   EXEMPTIONS FROM THE LISTING STANDARDS FOR
                 AUDIT COMMITTEES. . . . . . . . . . . . . . . . . . . . .  30
     ITEM 16E.   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
                 AFFILIATED PURCHASERS . . . . . . . . . . . . . . . . . .  30

PART III

     ITEM 17.    FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . .  31
     ITEM 18.    FINANCIAL STATEMENTS (NOT APPLICABLE) . . . . . . . . . .  32
     ITEM 19.    FINANCIAL STATEMENTS AND EXHIBITS . . . . . . . . . . . .  32

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35

APPENDIX A TO PART I, ITEM 4.

GLOSSARY OF GEOLOGICAL TERMS . . . . . . . . . . . . . . . . . . . . . . .  36
</TABLE>


                                  Page 3 of 45
<PAGE>
PART I

GENERAL INFORMATION

Aurora Metals (BVI) Limited is a corporation organized under the laws of the
British Virgin Islands. As used in this document, the term "Aurora Metals"
refers to Aurora Metals (BVI) Limited and the terms "we", "us", "our", and the
"Company" refer to Aurora Metals and, as applicable, Aurora Metals and its
direct and indirect subsidiaries as a group. The Company's consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America and include the accounts of
the Company and its wholly-owned subsidiary, Crystal Coding Limited. The Company
is in the mineral exploration business. Unless otherwise indicated all dollar
references are to United States dollars.

FORWARD-LOOKING STATEMENTS

This document contains statements that plan for or anticipate the future, called
"forward-looking statements." In some cases, you can identify forward looking
statements by terminology such as "may," "will," "should," "could," "expects,"
"plans,"  "intends," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of those terms and other comparable
terminology.

These forward-looking statements appear in a number of places in this document
and include, but are not limited to, statements about: our market opportunity;
revenue generation; our strategies; competition; expected  activities  and
expenditures as we pursue our business plan; the adequacy of  our  available
cash  resources; general business and economic conditions and governmental
policies affecting the agricultural industry in localities where the Company or
its customers operate; weather conditions; the impact of competitive products;
pressure on prices realized by the Company for its products; constraints on
supplies of raw materials used in manufacturing certain of the Company's
products; capacity constraints limiting the production of certain products;
difficulties or delays in the development, production, testing and marketing of
products; difficulties or delays in receiving, or increased costs of obtaining
or satisfying conditions that require governmental and regulatory approvals;
market acceptance issues, including the failure of products to generate
anticipated sales levels; the effects of and change in trade, monetary,
environmental and fiscal policies, laws and regulations; foreign exchange rates
and fluctuations in those rates; conduct of operations in politically and
economically less developed areas of the world and the costs and effects of
legal proceedings, including environmental and administrative proceedings
involving the Company as more fully set forth in item 3D - Risk Factors and Item
5 - Operating and financial Review and Prospects and factors reported from time
to time in the Company's Securities and Exchange Commission reports.


ITEM 1.     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

A.   DIRECTORS AND SENIOR MANAGEMENT

     Not Applicable.

B.   ADVISORS

     Not applicable

C.   AUDITORS

     Not applicable


                                  Page 4 of 45
<PAGE>
ITEM 2.     OFFER STATISTICS AND EXPECTED TIMETABLE


A.   OFFER STATISTICS

     Not Applicable

B.   METHOD 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 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, 2005 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").


                                  Page 5 of 45
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                            FIVE YEAR COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA
                             (EXPRESSED IN U.S. DOLLARS UNLESS OTHERWISE INDICATED)
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
Period Type                             12 Months      12 Months      12 Months      12 Months      12 Months
------------------------------------  -------------  -------------  -------------  -------------  -------------
<S>                                   <C>            <C>            <C>            <C>            <C>
Fiscal Year End                       Dec 31, 2005   Dec 31, 2004   Dec 31, 2003   Dec 31, 2002   Dec 31, 2001
------------------------------------  -------------  -------------  -------------  -------------  -------------
Period Start                          Jan 01, 2005   Jan 01, 2004   Jan 01, 2003   Jan 01, 2002   Jan 01, 2001
------------------------------------  -------------  -------------  -------------  -------------  -------------
Period End                            Dec 31, 2005   Dec 31, 2004   Dec 31, 2003   Dec 31, 2002   Dec 31, 2001
------------------------------------  -------------  -------------  -------------  -------------  -------------
Current Assets                              11,813         32,801            737         32,486        154,872
------------------------------------  -------------  -------------  -------------  -------------  -------------
Total Assets                                11,813         32,801            737         32,486        154,872
------------------------------------  -------------  -------------  -------------  -------------  -------------
Current Liabilities                        175,058         80,777         33,850          2,268        174,342
------------------------------------  -------------  -------------  -------------  -------------  -------------
Common Stock                               180,815        175,481        164,631        158,191        142,441
------------------------------------  -------------  -------------  -------------  -------------  -------------
Other                                     (344,060)      (217,757)      (197,744)      (127,973)      (161,911)
------------------------------------  -------------  -------------  -------------  -------------  -------------
Total Liability and Equity                  11,813         32,801            737         32,486        154,872
------------------------------------  -------------  -------------  -------------  -------------  -------------
Other Expenses                            (239,229)       176,913        288,706        227,812        568,694
------------------------------------  -------------  -------------  -------------  -------------  -------------
Income Pre-tax                            (239,229)      (176,913)      (288,706)      (227,812)      (568,694)
------------------------------------  -------------  -------------  -------------  -------------  -------------
Income Continuing                         (239,229)      (176,913)      (288,706)      (227,812)      (568,694)
------------------------------------  -------------  -------------  -------------  -------------  -------------
Discontinued                                     0              0              0              0              0
------------------------------------  -------------  -------------  -------------  -------------  -------------
Net Income                                (239,229)      (176,913)      (288,706)      (227,812)      (568,694)
------------------------------------  -------------  -------------  -------------  -------------  -------------
EPS Primary                                  (0.01)         (0.01)         (0.02)         (0.01)         (0.04)
------------------------------------  -------------  -------------  -------------  -------------  -------------
EPS Diluted                                  (0.01)         (0.01)         (0.02)         (0.01)         (0.04)
------------------------------------  -------------  -------------  -------------  -------------  -------------
Common Shares
Issued and Outstanding                  18,081,476     17,548,076     16,463,076     15,819,126     14,244,126
---------------------------------------------------------------------------------------------------------------
</TABLE>

B.   CAPITALIZATION AND INDEBTEDNESS

     Not  applicable

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, labour 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


                                  Page 6 of 45
<PAGE>
     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.

     (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, which may make 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. The Company had a registered branch,
     Aurora Metals (BVI) Tunisia, which was incorporated on July 22, 2000, and
     was in compliance with Tunisian commercial and taxation requirements until
     its closure on June 7, 2006. Regulations with regard to exploration and
     mining are discussed in (i) above and for environmental matters in (iv)
     below.

     The Company's wholly-owned subsidiary, Crystal Coding Limited, which was
     incorporated on November 23, 2001 as 637700 BC Ltd subsequently to Crystal
     Coding Limited on June 6, 2002, is in compliance with all the rules and
     regulations of the British Columbia Company Act.

     (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, labour, 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 its
     operations or income.


                                  Page 7 of 45
<PAGE>
     (iv)     ENVIRONMENTAL REGULATIONS

     The Company will obtain all required environmental and regulatory permits
     from U.S federal, state and local regulatory agencies for its exploration
     activities in the U.S.A.


ITEM  4.     INFORMATION  ON  THE  COMPANY

     A. HISTORY AND DEVELOPMENT OF THE COMPANY

     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 one wholly-owned subsidiary, Crystal Coding
     Ltd and a registered branch, Aurora Metals (BVI) Tunisia, in Tunisia, the
     latter being inactive and in the process of being closed.

     The Company was formed for the purpose of the location, acquisition and
     exploration of mineral properties. 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 exploration activities. The Company's
     other objectives are to locate, evaluate, and acquire other mineral
     properties and resource-related opportunities either directly or through
     joint ventures 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.

     On January 29, 2001, the Company entered into two agreements with
     wholly-owned subsidiaries of Billiton plc; a Subscription Agreement between
     the Company and Billiton E&D 3 B.V., covering the investment of $600,000 in
     the Company for exploration for zinc in Tunisia, North Africa, and an
     Option Agreement between the Company and Billiton UK Resources B.V., both
     of which were signed on January 29, 2001. Billiton E&D 3 B.V. was issued
     857,143 shares of the Company's common stock based on $0.70 per share.

     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 nor its First Option under the Option Agreement. The
     Subscription Agreement and Option Agreement therefore lapsed. These
     developments, combined with the then prevailing low prices for zinc and
     lead, resulted in the Company notifying High Marsh Holdings Limited that it
     was terminating the High Marsh Option Agreement covering Tunisian
     Exploration Permits, effective May 14, 2003.

     CRYSTAL CODING LIMITED AND GEM IDENTIFICATION AND VERIFICATION TECHNOLOGY

     On March 28, 2002 the Company 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 used 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 and
     have lapsed.

     In conjunction with the development of the gem identification and
     verification technology, the Company acquired 637700 BC Ltd, a British
     Columbia Canada company in early 2002.


                                  Page 8 of 45
<PAGE>
     637700 BC Ltd changed its name to Crystal Coding Ltd on 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 northern edge of the Beartooth Mountains, in 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 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.


                                  Page 9 of 45
<PAGE>
     AURORA-TREND STILLWATER VENTURE

     On September 17, 2004 the Company signed a Letter of Intent with Trend
     Mining Company ("Trend" - OTC BB: TRDM.OB) with the aim of establishing a
     joint venture for exploration on certain claims covered by the Basal Zone
     and Mountain View lease Agreements. After several extensions to the Letter
     of Intent, an agreement entitled "Aurora-Trend Stillwater Venture
     Agreement" ("A-TSV") was signed with an effective date of January 1, 2005.

     Under the terms of the A-TSV, Trend is the operator during the exploration
     phase of the joint venture and can earn 50% in the claim blocks by spending
     $2 million over five years. Work commitments during the first and second
     years, 2005 and 2006, are $100,000 and $400,000 respectively, after which
     work commitments are $500,000 per year. Upon spending $2 million, a joint
     venture company will be formed by the Company and Trend to operate and
     further develop the properties. Trend will pay annual claim fees and lease
     payments on a pro rata basis commensurate with claims assigned to the
     A-TSV.

     Considerations paid or to be paid by Trend to the Company include: the
     issue of 50,000 shares of Trend's common stock on signing of the Agreement;
     $20,000 in cash and 20,000 shares of Trend's common stock on the first
     anniversary date; and $20,000 in cash or equivalent value in shares of
     Trend's common stock until Trend has spent the agreed upon sum of $2
     million. During 2005 Trend spent $256,830 plus allowable costs of $12,842
     for general and administrative charges and has made cash and share issues
     as required.

     PEOPLE'S REPUBLIC OF CHINA

     In late 2005 and early 2006 the Company carried out due diligence and
     negotiations for an agreement on gold mining operations held by Penglai
     City Hexi Gold Mine Company Limited ("Hexi" - a private company) and Mr.
     Wang Zhi Qiang ("Wang"), principal shareholder of Hexi. The principals of a
     second private company, Golden Phoenix Resources Asia Limited ("GPRA"), had
     introduced the opportunity to the Company and assisted in the assessment of
     Hexi's operations which produce approximately 30,000 ounces of gold per
     annum from underground mines, and are located in Shandong Province in the
     People's Republic of China ("PRC").

     A Memorandum of Agreement ("MOA") was signed by the Company, GPRA and Hexi
     on February 20, 2006. Under the terms of the MOA, the Company was to carry
     out an exploration program at a cost of $1.5 million over a period of
     approximately 18 months. If the results of the exploration program were
     acceptable to the Company the MOA provided that a Valuation of the Hexi
     assets was to be performed. The Valuation was to determine the number of
     shares to be issued by the Company to Wang for contributing 90% of the Hexi
     assets to a joint venture company to be formed. The balance of 10% would be
     held by Wang in accordance with PRC law. GPRA was to receive 20% of Wang's
     shares in the Company. Subsequently, the Company was to be renamed and
     steps taken to achieve a public listing on the TSX-Venture Exchange in
     Toronto, Canada.

     The MOA required that all approvals and consents of governmental
     authorities in the PRC and registration requirements be completed by May 7,
     2006 or the Company and GPRA, or Wang and Hexi, were entitled to terminate
     the MOA by notice to the other. As of June 28, 2006 no notice had been
     issued by either party. In the meantime, Wang has issued vague written and
     verbal indications of dissatisfaction with the terms of the MOA to which he
     is a signatory. As a consequence, while the Company is prepared to abide by
     the MOA it is uncertain as to whether, or not, further progress can be
     expected.


                                  Page 10 of 45
<PAGE>
     Despite the uncertainty regarding Hexi, the Company has continued to
     examine other opportunities for investment within the PRC.

     B.    BUSINESS OVERVIEW

     TUNISIA - KEBBOUCH DISTRICT EXPLORATION PERMITS - AREA AND LOCATION

     The Company had 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, No work was carried out on these Exploration Permits during 2005
     and the Company let the Exploration Permits lapse.

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

     Expenditure on data assembly and matters associated with the lease
     agreements in the year ended December 31, 2005 was $12,723 (December 31,
     2004 - $60,232).

     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.

     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


                                  Page 11 of 45
<PAGE>
     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 had 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.

     (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; and

     (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.

     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


                                  Page 12 of 45
<PAGE>
     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.
     Claims covering the Nye Basin Basal Zone Ni-Cu deposit are excluded from
     the A-TSV.

     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 through the 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). Claims covering the
     Mouat Mine and G and H chromitite veins are excluded from the A-TSV.

     EXPLORATION TARGETS AND RESULTS - AURORA-TREND STILLWATER VENTURE - 2005

     Under the A-TSV Trend intended to carry out exploration on the following
     targets in 2005:

     (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) confirmatory drilling into the Mouat Mine copper-nickel deposit on
          the Mountain View Lease.

     One core hole was drilled in the Nye Basin, east of the Stillwater River,
     with the intention of intersecting the B Chromitite. The hole, declined at
     45 degrees to a depth of 381 feet, did not intersect the target because of
     faulting.

     One core hole was drilled into the VEZ horizon, declined at 58 degrees to a
     depth of 600 feet. The hole intersected some 250 feet of altered rocks
     containing up to 2% sulfides with ubiquitous disseminated magnetite and
     copper and iron sulfides. Despite the favorable alteration mineralogy and
     rock types the content of PGMs was disappointingly low, the maximum for
     platinum was 142 parts per billion and 112 parts per billion for palladium.

     In the Mouat Mine copper-nickel deposit an attempt was made to twin one of
     Anaconda's holes but the hole was abandoned at 58 feet in overburden.

     Trend intends to carry out further exploration on all three targets in the
     summer of 2006. Trend's assessment of the Mouat Mine copper-nickel deposit
     is that drilling to outline sections with above average grades is
     warranted.


                                  Page 13 of 45
<PAGE>
C. ORGANIZATIONAL STRUCTURE

<TABLE>
<CAPTION>
<S>                          <C>
Aurora Metals (BVI) Limited  Incorporated as an International Business Company in the British
                             Virgin Islands;
Crystal Coding limited       Incorporated in British Columbia, Canada and is a 100% wholly owned
                             subsidiary of Aurora Metals (BVI) Limited
</TABLE>


D. PROPERTY, PLANT AND EQUIPMENT

The Company's mailing address is PO Box 3711, Station Terminal, 349 West Georgia
Street,  Vancouver,  BC  VGB  321.  Please  refer to ITEM 4 - Information on the
Company  for  information  on  the  Company's  properties.


ITEM 4A.    UNRESOLVED STAFF COMMENTS

Not applicable


ITEM 5.     OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The Company's financial objectives are to build shareholder value through
internal growth, to acquire projects and business that bring added value, to
maintain operational flexibility and to minimize operating costs.

The 2005 financial statements present the Company's results of operations and
its financial position. These consolidated financial statements were compiled
using United States generally accepted accounting principles ("U.S. GAAP").

A. OPERATING RESULTS

These financial statements present information regarding the financial position
and results of operations for the last three years.

The Company has not generated any operating revenues to date.

Operating results for the years ending December 31, 2005, 2004, 2003, 2002 and
2001 are tabulated below:

<TABLE>
<CAPTION>
                                                YEAR ENDING
DESCRIPTION                   DEC 31,    DEC 31,    DEC 31,    DEC 31,    DEC 31,
<S>                          <C>        <C>        <C>        <C>        <C>
                                 2005       2004       2003       2002       2001
Profit (Loss)                (239,229)  (176,913)  (288,706)  (227,812)  (568,694)
Profit (Loss) per share         (0.01)     (0.01)     (0.02)     (0.01)     (0.04)
General and Administration     77,906     28,570     21,699     27,801     31,622
Legal                             543      1,739     20,892      2,455     41,855
Accounting                     10,942      7,060     13,131     14,448     19,107
Exploration                         -      7,112      5,011    105,620    459,610
</TABLE>

B.     LIQUIDITY AND CAPITAL RESOURCES

On December 31, 2005 the Company had cash of $4,957 (December 31, 2004 $32,695;
December 31, 2003, $737; December 31, 2002, $32,486; December 31, 2001,
$131,362).  Working capital surpluses (deficiencies) were ($163,245) ($47,276),
($33,313), $30,218, and ($19,470) at December


                                  Page 14 of 45
<PAGE>
31, 2005, 2004, 2003, 2002 and 2001, respectively. Total liabilities were
$175,058, $80,077, $33,850, $2,268, and $174,342, at December 31, 2005, 2004,
2003, 2002, and 2001, respectively.

Financing activities during the twelve months ended: December 31, 2006 - nil;
December 31, 2004 - $150,000 from the issue of 1,000,000 shares in a private
placement; 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 are dependent upon the ability of the Company to obtain necessary
financing to confirm the existence of mineral reserves, and, if warranted,
complete development and subsequently establish mines; .

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 properties have 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.

PLANS FOR YEAR 2006

The Company's plans for year 2006 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. through the Aurora-Trend
Stillwater Venture.   The Company will require approximately $175,000 for
corporate, legal, accounting, administrative and resource-related expenses
through year 2006.

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


                                  Page 15 of 45
<PAGE>
December 31, 2005, 2004 and 2003, 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.

C.   RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES, ETC

Not applicable

D.   TREND INFORMATION

There are no known trends that might eventually affect us.

E.   OFF-BALANCE SHEET ARRANGEMENTS

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.

F.   TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

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

G.   SAFE HARBOR

This document contains statements that plan for or anticipate the future, called
"forward-looking statements." In some cases, you can identify forward looking
statements by terminology such as "may," "will," "should," "could," "expects,"
"plans,"  "intends," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of those terms and other comparable
terminology.

These forward-looking statements appear in a number of places in this document
and include, but are not limited to, statements about: our market opportunity;
revenue generation; our strategies; competition; expected  activities  and
expenditures as we pursue our business plan; the adequacy of  our  available
cash  resources; general business and economic conditions and governmental
policies affecting the agricultural industry in localities where the Company or
its customers operate; weather conditions; the impact of competitive products;
pressure on prices realized by the Company for its products; constraints on
supplies of raw materials used in manufacturing certain of the Company's
products; capacity constraints limiting the production of certain products;
difficulties or delays in the development, production, testing and marketing of
products; difficulties or delays in receiving, or increased costs of obtaining
or satisfying conditions that require governmental and regulatory approvals;
market acceptance issues, including the failure of products to generate
anticipated sales levels; the effects of and change in trade, monetary,
environmental and fiscal policies, laws and regulations; foreign exchange rates
and fluctuations in those rates; conduct of operations in politically and
economically less developed areas of the world and the costs and effects of
legal


                                  Page 16 of 45
<PAGE>
proceedings, including environmental and administrative proceedings involving
the Company as more fully set forth in item 3D - Risk Factors and Item 5 -
Operating and financial Review and Prospects and factors reported from time to
time in the Company's Securities and Exchange Commission reports.


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 June 28, 2006 and December 31, 2005. 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.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
NAME                                         POSITION
----------------  ---------------------------------------------------------------
<S>               <C>
John A. A. James  Age 66, 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 53, 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.
---------------------------------------------------------------------------------
</TABLE>

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

B.   COMPENSATION

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
-------------------------------------------------------------------------------------------------------------
                      YEAR                                                    SECURITIES
     NAME AND                                                                   UNDER-                 ALL
     PRINCIPAL        (b)                         OTHER ANNUAL   RESTRICTED      LYING                OTHER
     POSITION                                        COMPEN-        STOCK      OPTIONS/      LTIP    COMPEN-
        (a)                   SALARY    BONUSES      SATION       AWARD(S)       SARS      PAYOUTS    SATION
                               ($)        ($)          ($)           ($)          (=)        ($)       ($)
                               (c)        (d)          (e)           (f)          (g)        (h)       (i)
-------------------  -----  ----------  --------  -------------  -----------  -----------  --------  --------
<S>                  <C>    <C>         <C>       <C>            <C>          <C>          <C>       <C>
John A.A. James       2005  50,000 (1)
-------------------  -----  ----------  --------  -------------  -----------  -----------  --------  --------
President and         2004  50,000 (2)       -0-            -0-  None         None         None           -0-
Director             -----  ----------  --------  -------------  -----------  -----------  --------  --------
                      2003  50,010 (3)       -0-            -0-  None         None         None           -0-
                     -----  ----------  --------  -------------  -----------  -----------  --------  --------
                      2002  75,250 (4)       -0-            -0-  None         None         None           -0-
-------------------  -----  ----------  --------  -------------  -----------  -----------  --------  --------
A. Cameron            2005  30,000 (5)
Richardson           -----  ----------  --------  -------------  -----------  -----------  --------  --------
Director,             2004  30,000 (6)       -0-            -0-  None         None         None           -0-
Secretary            -----  ----------  --------  -------------  -----------  -----------  --------  --------
                      2003  30,000 (7)       -0-            -0-  None         None         None           -0-
                     -----  ----------  --------  -------------  -----------  -----------  --------  --------
                      2002  57,925 (8)       -0-            -0-  None         None         None           -0-
-------------------  -----  ----------  --------  -------------  -----------  -----------  --------  --------
</TABLE>


                                  Page 17 of 45
<PAGE>
Notes:

(1)  Paid as debt settlement of 500,000 restricted common shares at $0.10 per
     share in 2006, in lieu of cash.

(2)  Paid as debt settlement of 500,000 restricted common shares at $0.10 per
     share in 2006, in lieu of cash.

(3)  Paid as debt settlement of 333,400 restricted common shares at $0.15 per
     share in 2005, in lieu of cash.

(4)  Paid as debt settlement of 215,000 shares at $0.35 per share, in 2003, in
     lieu of cash.

(5)  Paid as debt settlement of 300,000 shares at $0.10 per share in 2006, in
     lieu of cash.

(6)  Paid as debt settlement of 300,000 shares at $0.10 per share in 2006, in
     lieu of cash.

(7)  Paid as debt settlement of 200,000 shares at $0.15 per share in 2005, in
     lieu of cash.

(8)  Paid as debt settlement of 165,500 shares at $0.35 per share in 2003, in
     lieu of cash

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
         NAME               UNDERLYING    TO EMPLOYEES      BASE     EXPIRATION DATE
         (a)               OPTION/SARS      IN FISCAL       PRICE        (M/D/Y)
                           GRANTED (#)        YEAR         ($/Sh)
                               (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
-------------------------  ------------  ---------------  ---------  ----------------
</TABLE>

Note:

(1)  No options were granted in 2005.

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


                                  Page 18 of 45
<PAGE>
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.

<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              500,000  $           25,000
----------------------  ------------  ---------  --------------  ------------------
A. Cameron Richardson   None          None              500,000  $           25,000
-----------------------------------------------------------------------------------
</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 of Directors has no committees. The entire Board of Directors
functions as: the Executive Committee, the Audit Committee, the Compensation and
Benefits Committee and the Nominating and Corporate Governance Committee. 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


                                  Page 19 of 45
<PAGE>
Board considers as a necessary requirement of such appointments that such
personnel are 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 necessary to
engage in specifically training senior management. The Board met by telephone
four (4) times during 2004.

Meetings of the board of directors and committees

The Company's Board of Directors does not have a nominating committee or
committee performing similar functions. During the fiscal year ended December
31, 2004 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 2004 the Compensation Committee held one (1) meeting by telephone
conference call and the Audit Committee held two (4) 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 and A. Cameron Richardson.

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.

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 20 of 45
<PAGE>
D.   EMPLOYEES

As of December 31, 2005 the Company had two (2) full-time employees (2004 - 2,
2003 - 2, 2002 - 2) and two (2) part-time employees (2004 - 2, 2003 - 2, 2002 -
2).

E.   SHARE OWNERSHIP

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 June 28, 2006.  As at June 28, 2006 the Company had 19,981,476
shares of Common Stock issued and outstanding.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
                                                SHARES OF       APPROXIMATE
OFFICERS AND DIRECTORS                            COMMON         PERCENTAGE
NAME OF BENEFICIAL OWNER (1)                STOCK BENEFICIALLY     OWNED
                                                  OWNED
------------------------------------------  ------------------  ------------
<S>                                         <C>                 <C>
John A.A. James,
2055 South Ingalls Way,                              2,646,627        13.25%
Lakewood, Colorado.
U.S.A. 80227-2515
------------------------------------------  ------------------  ------------
A. Cameron Richardson,
1505-1060 Alberni Street,                            1,057,500         5.29%
Vancouver, B.C. Canada V6E 4K2
------------------------------------------  ------------------  ------------

TOTAL - OFFICERS AND DIRECTORS (2 persons)           3,794,127        18.54%
----------------------------------------------------------------------------
<FN>

(1)  For information concerning options granted to the above-mentioned
     individuals see Item 6 (B) Compensation - Options/SAR Grants Table on page
     15.
</TABLE>

ITEM 7.     MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.   MAJOR SHAREHOLDERS

The only beneficial ownerships known by the Company to exceed five percent (5%)
of the Company's outstanding Common Stock as at June 30, 2006 and December 31,
2005 was that held by the entity International Mining & Finance Corporation
comprising 1,000,000 shares of the Company's Common Stock. representing 5.5% of
the 18,081,476 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. The listed beneficial owners do not have the right to acquire any common
shares within the next sixty days, through the exercise of options, warrants,
rights, conversion privilege or similar obligations.

B.   RELATED PARTY TRANSACTIONS

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


                                  Page 21 of 45
<PAGE>
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., and Mr. Richardson is an Officer and Director of Aurora Gold
Corporation and La Plata 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.

C.   INTEREST OF EXPERTS AND COUNSEL

None

ITEM 8.     FINANCIAL INFORMATION

A    CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

References are made to Part III, Item 17 Financial Statements and Item 18
Financial Statements.

B.   SIGNIFICANT CHANGES

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

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


                                  Page 22 of 45
<PAGE>
calendar quarters for the years ending December 31, 2004, 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.

(a)  For the five most recent financial years: the annual high and low market
     prices;

Period
------
2005 - High  $0.23
2005 - Low   $0.04
2004 - High  $0.40
2004 - Low   $0.08
2003 - High  $0.50
2003 - Low   $0.09
2002 - High  $0.55
2002 - Low   $0.05
2001 - High  $0.85
2001 - Low   $0.17

(b)  For the two most recent full financial years and any subsequent period: the
     high and low market prices for each full financial quarter;

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
PERIOD           FIRST QUARTER  SECOND QUARTER  THIRD QUARTER   FOURTH QUARTER
---------------  -------------  --------------  --------------  --------------
<S>              <C>            <C>             <C>             <C>
2006 - High ($)           0.25            0.22        0.15 (1)
---------------  -------------  --------------  --------------  --------------
2006 - Low ($)            0.09            0.12        0.11 (1)
---------------  -------------  --------------  --------------  --------------
2005 - High ($)           0.23            0.16           0.14             0.12
---------------  -------------  --------------  --------------  --------------
2005 - Low ($)            0.10            0.12           0.05             0.04
---------------  -------------  --------------  --------------  --------------
2004 - High ($)           0.40            0.40           0.40             0.36
---------------  -------------  --------------  --------------  --------------
2004 - Low ($)            0.17            0.20           0.12             0.08
------------------------------------------------------------------------------
</TABLE>

Note:
(1)  The high and low bids for the Third Quarter of 2006 were for the period
     July 1, 2006 to July 14, 2006.

(c)  For the most recent six months: the high and low market prices for each
     month;

MONTH          HIGH    LOW
-------------  -----  -----
June 2006      $0.15  $0.09
-------------  -----  -----
May 2006       $0.18  $0.10
-------------  -----  -----
April 2006     $0.22  $0.12
-------------  -----  -----
March 2006     $0.25  $0.16
-------------  -----  -----
February 2006  $0.15  $0.09
-------------  -----  -----
January 2006   $0.11  $0.09
---------------------------

D.   SELLING SHAREHOLDERS

     Not applicable

E.   DILUTION

     Not applicable


                                  Page 23 of 45
<PAGE>
F.   EXPENSES OF THE ISSUE

     Not applicable


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  Companies Memorandum and Articles of Association filed on Form 20-F on June
27,  2002  is  incorporated  herein  by  reference.  (SEC  file  number
000-38616-02044279).

The  following  summarizes  certain  provisions  of the Company's Memorandum and
Articles  of Association and applicable British Virgin Islands law. This summary
is  qualified  in  its  entirety  by  reference  to  the  International Business
Companies  Act  (the  "Act")  of  the British Virgin Islands (the "BVI") and the
Company's Memorandum and Articles of Association. Information on where investors
can  obtain  copies  of  the Memorandum and Articles of Association is described
under  the  heading  'Documents  on  Display'  under  this  Item.

OBJECTS  AND  PURPOSES

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"). 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.



                                  Page 24 of 45
<PAGE>
DIRECTORS

The business and affairs of the Company shall be managed by the directors.

The Memorandum and Articles of Association place a general prohibition on a
director voting in respect of any contract or arrangement in which he has a
material or financial interest in or on any contract or arrangement in which any
person to whom the director is related has a material or financial interest in.
In the absence of some material or financial interest, a director is entitled to
vote and to be counted in a quorum for the purpose of any vote relating to a
resolution to borrow money and to mortgage or charge its undertakings and
property or any part thereof, to issue debentures, debenture stock and other
securities whenever money is borrowed or as security for any debt, liability or
obligation of the Company or any third party.

The  Company's  Memorandum and Articles of Association require a director of the
company  who has a material interest in a contract or proposed contract with the
company  to  declare the nature of his interest at a meeting of the directors of
the  company.  The  definition  of 'interest' includes the interests of spouses,
children,  companies  and  Trusts.

DIVIDEND RIGHTS; OTHER RIGHTS TO SHARE IN COMPANY PROFITS;

The Company may by resolution of directors declare and pay dividends in money,
shares, or other property, but dividends shall only be declared and paid out of
surplus. The directors may also pay interim dividends without obtaining
shareholder approval. No dividend shall be declared and paid unless the
directors determine that immediately after the payment of the dividend the
Company will be able to satisfy its liabilities as they become due in the
ordinary course of its business and the realizable value of the assets of the
Company will not be less than the sum of its total liabilities, other than
deferred taxes, as shown in its books of account, and its capital.

VOTING  RIGHTS

Each shareholder of Common Stock is entitled to one vote on all matters to be
acted upon at the Annual Meeting and the Company's Memorandum and Articles of
Association do not allow for cumulative voting rights. The presence, in person
or by proxy, of the holders of thirty-three and one third percent (33 1/3%) of
the issued and outstanding Common Stock entitled to vote at the meeting is
necessary to constitute a quorum to transact business. If a quorum is not
present or represented at the Annual Meeting, the shareholders entitled to vote
thereat, present in person or by proxy, may adjourn the Annual Meeting from time
to time without notice or other announcement until a quorum is present or
represented. Assuming the presence of a quorum, the affirmative vote of the
holders of a plurality of the shares of Common Stock voting at the meeting is
required for the election of each of the nominees for director.

LIQUIDATION  RIGHTS;  REDEMPTION  PROVISIONS

In the event of a liquidation of the Company, after payment of all liabilities
and applicable deductions under BVI laws and subject to the payment of secured
creditors, all shares have the same rights with regard to distributions upon the
liquidation of the Company.

All shares shall be subject to redemption, purchase or acquisition by the
Company for fair value.

VARIATION OF RIGHTS

If at any time the authorized capital is divided into different classes or
series of shares, the rights attached to any class or series (unless otherwise
provided by the terms of issue of the shares of that class or series) may,
whether or not the Company is being wound up, be varied with the consent in
writing of the holders of not less than three-fourths of the issued shares of
that class or series and of


                                  Page 25 of 45
<PAGE>
the holders of not less than three-fourths of the issued shares of any other
class or series of shares which may be affected by such variation.

SHAREHOLDERS' MEETINGS AND NOTICES

Under the Memorandum and Articles of Association, the Directors of the Company
may convene meetings of the members of the Company at such times and in such
manner and places within or outside the British Virgin Islands as the directors'
consider necessary or desirable. The directors' shall give not less than 7 days
notice of meetings to shareholders who are entitled to notice and to vote at the
meeting. If any shareholders' meeting is adjourned for lack of quorum, notice of
the time and place of the rescheduled meeting may be given by the directors' to
shareholders who are entitled to notice and to vote at the meeting.

LIMITATIONS ON VOTING AND SHAREHOLDING

There  are no limitations imposed by British Virgin Islands law or the Company's
Memorandum  and Articles of Association on the right of non-residents or foreign
persons  to hold or vote the Company's shares, other than limitations that would
generally  apply  to  all  of  the  shareholders.

C.   MATERIAL CONTRACTS

Not  applicable.

D.   EXCHANGE CONTROLS

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.

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.

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.


                                  Page 26 of 45
<PAGE>
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.
F.  DIVIDENDS AND PAYING AGENTS

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 has not declared cash or share dividends on its common shares since
the Company was incorporated in 1993 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.

G.   STATEMENT BY EXPERTS

Our financial statements at December 31, 2005, and for the year then ended
appearing in this Form 20-F statement have been audited by Peterson Sullivan
PLLC, independent registered public accounting firm, as set forth in their
report (which contains an explanatory paragraph describing conditions that raise
substantial doubt about our ability to continue as a going concern as described
in Note 1 to the financial statements) appearing elsewhere herein, and are
included in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.

H.   DOCUMENTS ON DISPLAY

We file current and annual reports with the U.S.  Securities & Exchange
Commission on forms 6-K, and 20-F. The information may be inspected and copied
at the Public Reference Room maintained by the U.S. Securities & Exchange
Commission at 100 F Street, N.E., Washington, D.C. 20549. You can obtain
information about operation of the Public Reference Room by calling the U.S.
Securities & Exchange Commission at 1-800-SEC-0330.  The U.S. Securities &
Exchange Commission also maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the U.S.  Securities & Exchange Commission at
http://www.sec.gov. Copies of such material can be obtained from the public
reference section of the U.S.  Securities & Exchange Commission at prescribed
rates. Statements contained in this Form 20-F as to the contents of any contract
or other document filed as an exhibit to this Form 20-F are not necessarily
complete and in each instance reference is made to the copy of the document
filed as an exhibit to this Form 20-F, each statement made in this document
relating to such documents being qualified in all respects by such reference.


                                  Page 27 of 45
<PAGE>
I.   SUBSIDIARY INFORMATION

Not applicable


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

A.   DEBT SECURITIES

     Not  applicable

B.   WARRANTS AND RIGHTS

     Not  applicable

C.   OTHER SECURITIES

     Not  applicable

D.   AMERICAN DEPOSITARY SHARES

     Not  applicable


                                     PART II

ITEM 13.     DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

             None.


ITEM 14.     MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
             PROCEEDS

             None


                                  Page 28 of 45
<PAGE>
ITEM 15.     CONTROLS AND PROCEDURES

The  principal  executive  and  principal financial officers of the Company have
evaluated  the effectiveness of our disclosure controls and procedures as of the
end  of  the  period covered by this report (evaluation date) and have concluded
that  the  disclosure  controls  and procedures are adequate and effective based
upon  their  evaluation  as  of  the  evaluation  date.


ITEM 16.     (RESERVED)


ITEM 16A     AUDIT COMMITTEE FINANCIAL EXPERT

Messrs. James and Richardson currently comprise the Audit Committee.  Messrs.
James and Richardson are officers and directors of the Company.

ITEM 16B     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 16C     PRINCIPAL ACCOUNTANT FEES AND SERVICES

Effective May 5, 2006, we dismissed our prior independent public accountant,
Moore Stephens Ellis Foster Ltd. and retained as our new independent public
accountant Peterson Sullivan PLLC. Moore Stephens International member firm
Ellis Foster Ltd. has been our certifying independent public accountant since
March 2000. Moore Stephens Ellis Foster Ltd. reported on our financial
statements for the year ended December 31, 2004 and their report contained no
adverse opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles, except that the report was
qualified as to the Company's ability to continue as a going concern.

The decision to change accountants was approved by the Company's Board of
Directors.

For the fiscal year 2004 and the subsequent period preceding the change there
were no disagreements between the Company and Moore Stephens Ellis Foster Ltd.
on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Moore Stephens Ellis Foster Ltd., would have caused it to
make a reference to the subject matter of disagreements in connection with its
report. There were no "reportable events" as that term is described in Item
304(a)(1)(v) of Regulation S-B for the fiscal year 2004 and any subsequent
period.

Effective May 5, 2006, the Company engaged Peterson Sullivan PLLC as our new
independent registered public accountants to audit our financial statements. The
appointment of Peterson Sullivan PLLC was recommended and approved by our board
of directors. During our last two most recent fiscal years and the subsequent
interim period to date hereof, we have not consulted Peterson Sullivan PLLC
regarding either: (1) the application of accounting principles to a specified


                                  Page 29 of 45
<PAGE>
transaction, either complete or proposed, or the type of audit opinion that
might be rendered on our financial statements, or (2) any matter that was either
the subject matter of a disagreement as defined in Item 304(a)(1)(iv) of
Regulation S-B or a reportable event as described in Item 304(a)(1)(v) of
Regulation S-B.

(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, 2005 were $9,392(2004 -
$8,000).

(b)  Audit-related fees

The aggregate fees billed for assurance and related services by Moor 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, 2005 (2004 - Nil).

(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, 2005 were $Nil (2004 - $Nil).

(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, 2005 (2004-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, 2004, 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.


                                  Page 30 of 45
<PAGE>
                                    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.

<TABLE>
<CAPTION>
                          INDEX TO FINANCIAL STATEMENTS

---------------------------------------------------------------  -----------
                      FINANCIAL STATEMENTS                          PAGE
---------------------------------------------------------------  -----------
<S>                                                              <C>
Audited Financials - December 31, 2005 and December 31, 2004.

Report of Independent Registered Public Accounting Firm          F-2

Consolidated Balance Sheets                                      F-3

Consolidated Statements of Operations and Comprehensive Income   F-4
(loss)

Consolidated Statements of Stockholders' equity (Deficiency)     F-5

Consolidated Statements of Cash Flows                            F-7

Notes to Financial Statements                                    F-8 to F-17
</TABLE>


                                  Page 31 of 45
<PAGE>
[GRAPHIC OMITED]

     PETERSON SULLIVAN PLLC

CERTIFIED PUBLIC ACCOUNTANTS                 TEL 206.382.7777 * FAX 206.382.7700
601 UNION STREET, SUITE 2300                 http://www.pscpa.com
SEATTLE, WASHINGTON 98101


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To the Board of Directors and Stockholders
Aurora Metals (BVI) Limited


We  have  audited  the  accompanying consolidated balance sheet of Aurora Metals
(BVI)  Limited  (an exploration stage company) and Subsidiary as of December 31,
2005,  and  the  related  consolidated  statements  of operations, stockholders'
equity (deficiency) and comprehensive income (loss), and cash flows for the year
then  ended,  and  for  the  period  from  June  17, 1997 (date of inception) to
December  31,  2005.  These  consolidated  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  consolidated  financial statements based on our audits.  The
Company's  financial  statements as of and for the year ended December 31, 2004,
and  for  the period from June 17, 1997 (date of inception) through December 31,
2004, were audited by other auditors whose report, dated May 25, 2005, expressed
an unqualified opinion on those statements and included an explanatory paragraph
that  referred to substantial doubt about the Company's ability to continue as a
going concern.  The financial statements for the period from June 17, 1997 (date
of inception) through December 31, 2004, reflect a net loss of $1,687,130, which
amount  is  included  in  the  accumulated deficit as of December 31, 2005.  The
other  auditors' report has been furnished to us, and our opinion, insofar as it
relates  to  the amounts included for such prior periods, is based solely on the
report  of  such  other  auditors.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  The  Company  has
determined  that  it is not required to have, nor were we engaged to perform, an
audit  of  its  internal  control  over financial reporting.  Our audit included
consideration  of  internal  control  over  financial  reporting  as a basis for
designing  audit  procedures  that are appropriate in the circumstances, but not
for  the  purpose of expressing an opinion on the effectiveness of the Company's
internal  control  over  financial  reporting.  Accordingly,  we express no such
opinion.  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.


                                       F2
<PAGE>
In  our  opinion,  based  on  our  audits  and the report of other auditors, the
consolidated  financial  statements  referred  to  above  present fairly, in all
material  respects,  the  financial  position of Aurora Metals (BVI) Limited (an
exploration  stage  company)  and  Subsidiary  as  of December 31, 2005, and the
results  of  their  operations and their cash flows for the year then ended, and
for  the  period from June 17, 1997 (date of inception) to December 31, 2005, in
conformity  with  accounting principles generally accepted in the United States.

The  accompanying  consolidated financial statements have been prepared assuming
the  Company  will  continue  as a going concern.  As discussed in Note 1 to the
consolidated  financial  statements,  the  Company has not been able to generate
significant  revenues  or positive cash flows from operations to date and has an
accumulated  deficit of $1,926,359 at December 31, 2005.  These conditions raise
substantial  doubt  about  the Company's ability to continue as a going concern.
Management's  plans  regarding  those  matters  are  described  in  Note 1.  The
consolidated  financial  statements  do  not  include any adjustments that might
result  from  the  outcome  of  this  uncertainty.


/s/  Peterson Sullivan PLLC


June 19, 2006
Seattle, Washington


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

Consolidated Balance Sheets
December 31, 2005 and 2004
(EXPRESSED IN U.S. DOLLARS)
-----------------------------------------------------------------------------------
                                                                2005          2004
-----------------------------------------------------------------------------------
<S>                                                      <C>           <C>
ASSETS

CURRENT ASSETS
  Cash                                                   $     4,957   $    32,695
  Available for sale securities                                6,750
  Other                                                          106           106
-----------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                          11,813        32,801

MINERAL PROPERTY                                                   -             -
-----------------------------------------------------------------------------------

TOTAL ASSETS                                             $    11,813   $    32,801
===================================================================================

LIABILITIES

CURRENT LIABILITIES
  Accounts payable and accrued expenses                  $     5,549   $        67
  Accounts payable and accrued expenses - related
  parties                                                    169,509        80,010
-----------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                    175,058        80,077
-----------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)

SHARE CAPITAL - COMMON STOCK
  Authorized:
    50,000,000 common shares, par value $0.01
  Issued and outstanding:
   18,081,476 (2004 - 17,548,076) common shares              180,815       175,481

ADDITIONAL PAID-IN CAPITAL                                 1,589,049     1,464,373

DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE          (1,926,359)   (1,687,130)
ACCUMULATED OTHER COMPREHENSIVE LOSS                          (6,750)
-----------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)                           (163,245)      (47,276)
-----------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)  $    11,813   $    32,801
===================================================================================
<FN>

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


                                       F4
<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           Year
                                               (inception) to          Ended          Ended          Ended
                                                  December 31    December 31    December 31    December 31
                                                         2005           2005           2004           2003
-----------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>            <C>            <C>
GENERAL AND ADMINISTRATIVE EXPENSES
  Administrative and general                 $        203,862   $     77,906   $     28,570   $     21,699
  Professional fees - accounting and audit             76,671         10,942          7,060         13,131
  Professional fees - legal                           127,260            543          1,739         20,892
  Consulting fees                                     236,947        100,615         57,612        167,973
  Stock based compensation                             59,500         50,000              -              -
-----------------------------------------------------------------------------------------------------------
                                                     (704,240)      (240,006)       (94,981)      (223,695)

PROJECT DEVELOPMENT EXPENSES                         (224,945)        (7,198)       (40,000)       (60,000)
PROJECT FINDER'S FEE                                  (72,750)             -        (12,750)             -
EXPLORATION EXPENSES                                 (910,329)             -         (7,112)        (5,011)
LEASE MAINTENANCE FEE                                 (27,595)        (5,525)       (22,070)             -
OTHER INCOME                                           13,500         13,500              -              -
-----------------------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                      $     (1,926,359)  $   (239,229)  $   (176,913)  $   (288,706)
===========================================================================================================

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

WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING - basic and diluted                          18,072,684     16,941,701     16,215,403
===========================================================================================================
<FN>

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


                                       F5
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)
Consolidated Statements of Stockholders' Equity (Deficiency) and Comprehensive Income (Loss)
From June 17, 1997 (inception) to December 31, 2005                                                                    PAGE 1 OF 2
(Expressed in U.S. Dollars)

                                                                        DEFICIT
                                                                    ACCUMULATED       ACCUMULATED           TOTAL            TOTAL
                                                       ADDITIONAL        DURING             OTHER    STOCKHOLDERS    COMPREHENSIVE
                                  COMMON STOCK            PAID-IN   EXPLORATION     COMPREHENSIVE          EQUITY           INCOME
                               SHARES        AMOUNT       CAPITAL         STAGE     INCOME (LOSS)    (DEFICIENCY)           (LOSS)
                                    #           $            $             $               $               $                $
----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>        <C>           <C>            <C>              <C>             <C>
ISSUANCE OF SHARES FOR
  CASH, JUNE 1997
Issuance of shares for
  cash, June 1997            13,000,000    130,000      (129,900)             -                 -            100                -
Components of
  comprehensive
  income (loss)
    Net income (loss)
      for the year                                                       (1,855)                          (1,855)          (1,855)
----------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31,
  1997                       13,000,000    130,000      (129,900)        (1,855)                -         (1,755)          (1,855)
                                                                                                                   ===============
Components of
  comprehensive
  income (loss)
    Net income (loss)
      for the year                                                       (2,013)                          (2,013)          (2,013)
----------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31,
  1998                       13,000,000    130,000      (129,900)        (3,868)                -         (3,768)          (2,013)
                                                                                                                   ===============

Components of
  comprehensive
  income (loss)
    Net income (loss)
      for the year                                                       (1,512)                          (1,512)          (1,512)
----------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31,
  1999                       13,000,000    130,000      (129,900)        (5,380)                -         (5,280)          (1,512)
                                                                                                                   ===============
Components of
  comprehensive
  income (loss)
    Net income (loss)
      for the year                                                     (419,625)                        (419,625)        (419,625)
----------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31,
  2000                       13,000,000    130,000      (129,900)      (425,005)                -       (424,905)        (419,625)
                                                                                                                   ===============
Unexchanged certificate        (126,057)    (1,261)        1,261              -                 -              -                -
Issuance of shares for
  cash, Feb2001                 857,143      8,571       591,429              -                 -        600,000                -
Issuance of shares for
  debt settlement,
  Jun2001                       217,357      2,174       149,976              -                 -        152,150                -
Allotted 25,000 shares
  for debt  settlement,
  Jul2001                             -          -        15,000              -                 -         15,000                -
Issuance of shares for
debt settlement, Jul2001        295,683      2,957       204,022              -                 -        206,979                -
Components of
  comprehensive
  income (loss)
    Net income (loss)
      for the year                    -          -             -       (568,694)                -       (568,694)        (568,694)
----------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31,
  2001                       14,244,126    142,441       831,788       (993,699)                -        (19,470)        (568,694)
                                                                                                                   ===============
Issuance of previously
  allocated shares,
  Jan2002                        25,000        250          (250)             -                 -              -                -
Issuance of shares for
  debt settlement,
  Jan2002                       600,000      6,000        94,000              -                 -        100,000                -
Issuance of shares for
  cash, Apr2002                 750,000      7,500       142,500              -                 -        150,000                -
Issuance of shares for
  finder's  fee, Apr2002        150,000      1,500        28,500              -                 -         30,000                -
<FN>

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


                                       F6
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)
Consolidated Statements of Stockholders' Equity (Deficiency) and Comprehensive Income (Loss)
From June 17, 1997 (inception) to December 31, 2005                                                                   PAGE 2 OF 2
(Expressed in U.S. Dollars)

                                                                       DEFICIT
                                                                   ACCUMULATED      ACCUMULATED            TOTAL           TOTAL
                                                     ADDITIONAL         DURING            OTHER    STOCKHOLDERS'   COMPREHENSIVE
                                  COMMON STOCK          PAID-IN    EXPLORATION    COMPREHENSIVE           EQUITY          INCOME
                               SHARES     AMOUNT        CAPITAL          STAGE    INCOME (LOSS)     (DEFICIENCY)          (LOSS)
                                 #          $              $             $               $                $                $
---------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>       <C>           <C>            <C>              <C>              <C>
Finder's fee charges
  to additional paid in
  capital, Apr2002                    -         -      (30,000)             -                -          (30,000)               -
Issuance of shares for
  services provided,
  Jun2002                        50,000       500       17,500              -                -           18,000                -
Stock based
  compensation                        -         -        9,500              -                -            9,500                -
Components of
  comprehensive
  income (loss)
    Net income (loss)
      for the year                    -         -            -       (227,812)               -         (227,812)        (227,812)
---------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31,
  2002                       15,819,126   158,191    1,093,538     (1,221,511)               -           30,218         (227,812)
                                                                                                                  ===============
Issuance of shares for
  services  provided,
  May2003                       472,500     4,725      160,650              -                -          165,375                -
Issuance of shares for
  finder's fee, May2003
  (relating to License
  agreement)                    171,450     1,715       58,285              -                -           60,000                -
Components of
  comprehensive
  income (loss)
    Net income (loss)
      for the year                    -         -            -       (288,706)               -         (288,706)        (288,706)
---------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31,
  2003                       16,463,076   164,631    1,312,473     (1,510,217)               -          (33,113)        (288,706)
                                                                                                                  ===============
Issuance of shares and
  warrants for cash,
  May2004                     1,000,000    10,000      140,000              -                -          150,000                -
Issuance of shares for
  finder's  fee, May2004
  (relating to License
  agreement)                     85,000       850       11,900              -                -           12,750                -
Components of
  comprehensive
  income (loss)
    Net income (loss)
       for the year                   -         -            -       (176,913)               -         (176,913)        (176,913)
---------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31,
  2004                       17,548,076   175,481    1,464,373     (1,687,130)               -          (47,276)        (176,913)
                                                                                                                  ===============
Issuance of shares to
  settle accounts
  payable, Jan2005              533,400     5,334       74,676              -                -           80,010                -
Stock based
  compensation,
  August 2005                         -         -       50,000              -                -           50,000                -
Components of
  comprehensive
  income (loss)
    Net income (loss)
      for the year                    -         -            -       (239,229)               -         (239,229)        (239,229)
    Unrealized loss on
      available-for-sale
      securities                      -         -            -              -           (6,750)          (6,750)          (6,750)
---------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31,
  2005                       18,081,476   180,815    1,589,049     (1,926,359)          (6,750)        (163,245)        (245,979)
=================================================================================================================================
<FN>

THE ACCOMPANYING NOTES ARE INTEGRAL PART OF THESE CONSOLIDATED 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           Year
                                                         (inception) to           Ended          Ended          Ended
                                                            December 31     December 31    December 31    December 31
                                                                   2005            2005           2004           2003
---------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>            <C>            <C>
CASH FLOWS FROM
  OPERATING ACTIVITIES
   Net loss for the period                              $    (1,926,359)  $   (239,229)  $   (176,913)  $   (288,706)
   Adjustments to reconcile net loss
   to net cash used in operating activities:
   - available for sale securities received as income           (13,500)       (13,500)             -              -
   - stock based compensation                                    59,500         50,000              -              -
   - issuance of stock for services                             256,125              -         12,750        225,375
   Changes in assets and liabilities:
   - other current assets                                          (106)             -           (106)             -
   - accounts payable and accrued expenses                      355,068        174,991         46,227         31,582
---------------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                        (1,269,272)       (27,738)      (118,042)       (31,749)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                      1,274,229              -        150,000              -
---------------------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS                                       4,957        (27,738)        31,958        (31,749)
CASH, beginning of period                                             -         32,695            737         32,486
---------------------------------------------------------------------------------------------------------------------

CASH, end of period                                     $         4,957   $      4,957   $     32,695   $        737
=====================================================================================================================

NON-CASH OPERATING AND
  FINANCING ACTIVITIES
  Shares issued for settlement of accounts payable                        $     80,010   $          -   $    165,375
  Shares issued for finder's fee in connection
    with a lease agreement                                                           -         12,750         60,000
  Shares issued for finder's fee in connection
    with a license agreement                                                         -              -         60,000
=====================================================================================================================

Supplemental disclosure:
  Interest paid in cash                                                   $          -   $          -   $          -
=====================================================================================================================
<FN>

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


                                       F8
<PAGE>
Notes to Consolidated Financial Statements

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)  Principles of Accounting

          These consolidated financial statements have been prepared in
          accordance with accounting principles generally accepted in the United
          States of America and include the accounts of the Company and its
          wholly-owned subsidiary, Crystal Coding Limited. Collectively, they
          are referred to herein as "the Company". Significant inter-company
          accounts and transactions have been eliminated.

     (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


                                       F9
<PAGE>
Notes to Consolidated Financial Statements

2.   SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

          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. The Company did not
          have any cash equivalents at December 31, 2005 and 2004.

     (d)  Available-for-Sale Securities

          The Company's available-for-sale securities consist of shares of
          common stock of one publicly traded company and are stated at fair
          value. The cost of these securities is $13,500 at December 31, 2005
          and the gross unrealized holding losses of $6,750 is included in
          accumulated other comprehensive income (loss) at December 31, 2005.
          Any unrealized holding gains or losses in these securities are
          included in the determination of accumulated other comprehensive
          income (loss). If a loss in value in the available-for-sale securities
          is considered to be other than temporary, it is recognized in the
          determination of net income. All unrealized holding losses at December
          31, 2005 are on securities held less than 12 months. Cost is based on
          the specific identification method for the individual securities to
          determine realized gains or losses.

     (e)  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, 2005, the Company did not have proven
          or probable reserves. Exploration activities conducted jointly with
          others are reflected at the Company's proportionate interest in such
          activities.

     (f)  Asset Retirement Obligations

          The Company has adopted Standard of Financial Accounting Standards
          ("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, 2005 and 2004, the Company does not have any asset
          retirement obligations.


                                     F10
<PAGE>
Notes to Consolidated Financial Statements

2.   SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

          Costs 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. There are no
          environmental remedial obligations recorded at December 31, 2005 or
          2004.

     (g)  Stock-Based Compensation

          The Company has adopted the disclosure-only provisions of 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.

     (h)  Advertising Expenses

          The Company expenses advertising costs as incurred. The Company did
          not incur any advertising expenses for the years ended December 31,
          2005 and 2004.

     (i)  Foreign Currency Transactions

          The Company's reporting currency is the U.S. Dollar. Foreign
          Subsidiaries utilize the functional currency applicable to the country
          in which they operate. The Company translates assets and liabilities
          of its foreign subsidiaries at the rate of exchange throughout the
          year. Gains or losses from these translations, if significant, are
          reported as a separate component of other comprehensive income, until
          all or a part of the investment in the subsidiary is sold or
          liquidated. Translation adjustments do not recognize the effect of
          income tax because the Company expects to reinvest the amounts
          indefinitely in operations. Transaction gains that arise from exchange
          rate fluctuations on transactions denominated in a currency other than
          the local currency are included in general and administrative expenses
          in the consolidated statements of operations. Such amounts were not
          material in 2005, 2004 or 2003.

     (j)  Fair Value of Financial Instruments and Risks

          Fair value estimates of financial instruments are made at a specific
          point in time, based on relevant information about financial markets
          and specific financial instruments. As these estimates are subjective
          in nature, involving uncertainties and matters of significant
          judgment, they cannot be determined with precision. Changes in
          assumptions can significantly affect fair value.

          The carrying value of cash and accounts payable and accrued expenses
          approximate their fair value because of the short-term nature of these
          instruments. Management is of the opinion that the Company is not
          exposed to significant interest or credit risks arising from these
          financial instruments.


                                     F11
<PAGE>
Notes to Consolidated Financial Statements

2.   SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

          The Company operates outside of the United States of America and is
          exposed to foreign currency risk due to the fluctuation between the
          currency in which the Company operates in and the U.S. dollar.

     (k)  Long-Lived Assets Impairment

          Long-lived assets are reviewed for impairment whenever events or
          changes in circumstances indicate that the carrying amount may not be
          recoverable, in accordance with the Statement of Financial Accounting
          Standards No. 144 (SFAS 144), Accounting for the Impairment or
          Disposal of Long-Lived Assets. An impairment loss would be recognized
          when the carrying amount of an asset exceeds the estimated
          undiscounted future cash flows expected to result from the use of the
          asset and its eventual disposition.

          The amount of the impairment loss to be recorded is calculated by the
          excess of the asset's carrying value over its fair value. Fair value
          is generally determined using a discounted cash flow analysis. The
          Company has not recognized any impairment losses through December 31,
          2005.

     (l)  Income Taxes

          The Company has adopted the 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.

          The Company was formed in The British Virgin Islands which does not
          require the payment of income taxes. The Company operations in The
          United States operate at a tax loss which is not expected to provide
          future tax benefits, therefore, no provision for income taxes has been
          provided for in these consolidated financial statements.

     (m)  Accounting for Derivative Instruments and Hedging Activities

          The Company has adopted the Statement of Financial Accounting
          Standards No. 133 (SFAS 133) Accounting for Derivative Instruments and
          Hedging Activities, which 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 earnings effect of the hedged
          forecasted transaction. For a derivative not designated as a hedging
          instrument, the gain or loss is recognized in income in the period of
          change.


                                     F12
<PAGE>
Notes to Consolidated Financial Statements

2.   SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

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

     (n)  Earnings (Loss) Per Share

          Earnings (loss) per share is computed by dividing net income or loss
          available to common stockholders by the weighted average number of
          common shares outstanding during the year. The Company has adopted
          Statement of Financial Accounting Standards No. 128 (SFAS 128),
          Earnings Per Share. Diluted loss per share takes into consideration
          common shares outstanding (computed under basic earnings per share)
          and potentially dilutive securities and is equivalent to basic loss
          per share for 2005, 2004 and 2003 because all potentially dilutive
          securities, i.e., stock options and warrants, are anti-dilutive
          because of the Company's net losses.

     (o)  Comprehensive Income

          The Company has adopted the Statement of Financial Accounting
          Standards No. 130 (SFAS 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 (Deficiency). Comprehensive income comprises
          equity except those resulting from investments by owners and
          distributions to owners.

     (p)  New Accounting Pronouncements

          In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an
          amendment of ARB No. 43, Chapter 4", which is the result of the FASB's
          project to reduce differences between U.S. and international
          accounting standards. SFAS No. 151 requires idle facility costs,
          abnormal freight, handling costs, and amounts of wasted materials
          (spoilage) be treated as current-period costs. Under this concept, if
          the costs associated with the actual level of spoilage or production
          defects are greater than the costs associated with the range of normal
          spoilage or defects, the difference would be charged to current-period
          expense, not included in inventory costs. SFAS No. 151 will be
          effective for inventory costs incurred during fiscal years beginning
          after June 15, 2005. The adoption of SFAS No. 151 will not have a
          material impact on the Company's financial statements.

          In December 2004, the FASB issued SFAS No. 152, Accounting for Real
          Estate Time-Sharing Transactions. SFAS No. 152 amends FASB Statement
          No. 66, Accounting for Sales of Real Estate, to reference the
          financial accounting and reporting guidance for real estate
          time-sharing transactions that is provided in AICPA Statement of
          Position (SOP) 04-2, Accounting for Real Estate Time-Sharing
          Transactions. This Statement also amends FASB Statement No. 67,
          Accounting for Costs and Initial Rental Operations of Real Estate
          Projects, to state that the guidance for (a) incidental operations and
          (b) costs incurred to sell real estate projects does not apply to real
          estate time-sharing transactions. The accounting for those operations
          and costs is


                                     F13
<PAGE>
Notes to Consolidated Financial Statements

2.   SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

          subject to the guidance in SOP 04-2. SFAS No. 152 is effective for
          fiscal years beginning after June 15, 2005. The adoption of SFAS No.
          152 will not have a material impact on the Company's financial
          statements.

          In December 2004, the FASB issued SFAS No. 153, Exchanges of
          Nonmonetary Assets, an amendment of APB No. 29, Accounting for
          Nonmonetary Transactions. SFAS No. 153 requires exchanges of
          productive assets to be accounted for at fair value, rather than at
          carryover basis, unless (1) neither the asset received nor the asset
          surrendered has a fair value that is determinable within reasonable
          limits or (2) the transactions lack commercial substance. SFAS No. 153
          is effective for nonmonetary asset exchanges occurring in fiscal
          periods beginning after June 15, 2005. The adoption of FASB No. 153
          will not have a material impact on the Company's financial statements.

          In December 2004, the FASB issued SFAS No. 123(R), "Share-Based
          Payment". SFAS 123(R) establishes standards for the accounting for
          transactions in which an entity exchanges its equity instruments for
          goods or services. This Statement focuses primarily on accounting for
          transactions in which an entity obtains employee services in
          share-based payment transactions. SFAS 123(R) requires that the fair
          value of such equity instruments be recognized as expense in the
          historical financial statements as services are performed. Prior to
          SFAS 123(R), only certain pro-forma disclosures of fair value were
          required. SFAS 123(R) shall be effective for the Company as of the
          beginning of the first interim or annual reporting period that begins
          after December 15, 2005. This standard will affect the Company if it
          has transactions whereby it issues equity securities for goods or
          services.

          In May 2005, the FASB issued SFAS No. 154, Accounting Changes and
          Error Corrections- a replacement of APB Opinion No. 20 and FASB
          Statement No. 3. SFAS No. 154 replaces APB Opinion No. 20, Accounting
          Changes, and FASB Statement No. 3, Reporting Accounting Changes in
          Interim Financial Statements-an amendment of APB Opinion No. 3, and
          changes the requirements for the accounting principle. This Statement
          applies to all voluntary changes in accounting principle. It also
          applies to changes required by an accounting pronouncement in the
          unusual instance that the pronouncement does not include specific
          transition. SFAS No. 154 is effective for accounting changes and
          corrections of errors made in fiscal years beginning after December
          15, 2005. The adoption of FASB No. 154 will not have a material impact
          on the Company's financial statements.

          In May 2005, the FASB issued FASB Interpretation No. 47, Accounting
          for Conditional Asset Retirement Obligations-an interpretation of FASB
          Statement No. 143. FASB Interpretation No. 47 clarifies that
          conditional asset retirement obligations describe a legal obligation
          to perform an asset retirement activity in which the timing and/or
          method of settlement are conditional on a future event that may not be
          under the entity's control. FASB Interpretation No. 47 is effective no
          later than for fiscal years ending after December 15, 2005. The
          adoption of FASB Interpretation No. 47 will not have a material impact
          on the Company's financial statements.


                                     F14
<PAGE>
Notes to Consolidated Financial Statements

3.   MINERAL PROPERTY

     (a)  Kebbouch District, Tunisia

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

     (b)  Mountain View Lease Agreement

          The Company has entered into an agreement with Fort Stockton
          Investments, Inc. and Mouat Nickel Mines, Inc., 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. The 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. Advance Royalties of US$500,000 are payable at
          commencement of mine construction.

     (c)  Basal Zone Lease Agreement

          The Company has entered into an agreement with Fort Stockton
          Investments, Inc. and Mouat Nickel Mines, Inc. ("Lessors") for
          exploration for platinum group metals ("PGM"), and
          nickel-copper-cobalt mineralization, in the Stillwater Complex,
          Montana. The 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.

     (d)  AURORA-TREND STILLWATER VENTURE

          On September 17, 2004 the Company signed a Letter of Intent with Trend
          Mining Company ("Trend") with the aim of establishing a joint venture
          for exploration on certain claims covered by the Basal Zone and
          Mountain View lease Agreements. After several extensions to the Letter
          of Intent, an agreement entitled "Aurora-Trend Stillwater Venture
          Agreement" ("A-TSV") was signed with an effective date of January 1,
          2005.

          Under the terms of the A-TSV, Trend is the operator during the
          exploration phase of the joint venture and can earn 50% in the claim
          blocks after spending $2 million over five years. Work commitments
          during the first and second years, 2005 and 2006, are $100,000 and
          $400,000 respectively, after which work commitments are $500,000 per
          year. Upon spending $2 million, a joint venture company will be formed
          by the Company and Trend to operate and further develop the
          properties. Trend will pay annual claim fees and lease payments on a
          pro rata basis commensurate with claims assigned to the A-TSV.

          Consideration paid, or to be paid, by Trend to the Company include:
          50,000 shares of Trend's common stock on signing of the Agreement
          (received in


                                     F15
<PAGE>
Notes to Consolidated Financial Statements

3.   MINERAL PROPERTY (CONT'D)

          2005 and recorded at fair value of $13,500; included in other income);
          $20,000 in cash and 20,000 shares of Trend's common stock on the first
          anniversary date, January 1, 2006; and $20,000 in cash or equivalent
          value in shares of Trend's common stock each year starting on the
          second anniversary date (January 1, 2007) until Trend has spent the
          agreed upon sum of $2 million. During 2005 Trend spent $256,830 plus
          allowable costs of $12,842 for general and administrative charges. No
          joint venture has been formed as of December 31, 2005, as Trend has
          not met the terms of the agreement.

4.   RELATED PARTY TRANSACTIONS

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

     As at December 31, 2005, $160,000 (December 31, 2004 - $80,010) included in
     accounts payable and accrued expenses was due to two directors of the
     Company for consulting services provided. The amount consisted of accruals
     for services rendered to the Company in the amount of $100,000 for J.A.A.
     James, President and Director of the Company and $60,000 for A. Cameron
     Richardson, Chief Financial Officer, Secretary and Director of the Company.
     Approval for settlement of these debts through issuance of stock was done
     in January 2006. (See Note 7)

     During 2005, the Company entered into a debt settlement agreement with
     J.A.A. James and A. Cameron Richardson to settle $50,010 and $30,000,
     respectively (included in accounts payable and accrued expenses - related
     parties at December 31, 2004). J.A.A. James was issued 333,400 shares of
     common stock of the Company at $0.15 per share and A. Cameron Richardson
     was issued 200,000 shares of common stock of the Company at $0.15 per
     share.

     Included in accounts payable and accrued expenses at December 31, 2005 was
     an amount of $9,505 payable to JAMine, Inc., a private company owned
     jointly by J.A.A. and I. A. James. The amount includes payments for
     telecommunications, general office expenses, and travel and accommodation
     incurred by J.A.A. James directly connected with the Company.

5.   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 2005, 2004 or
     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


                                     F16
<PAGE>
Notes to Consolidated Financial Statements

5.   STOCK OPTION PLAN (CONT'D)

     $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.

     Stock option information for the years ended December 31, 2005 and 2004 is
     as follows:

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

     Options outstanding and exercisable
     at December 31, 2004 and 2003        1,100,000   $    0.15
     Forfeited                             (100,000)  $   (0.15)
     -----------------------------------------------
     Options outstanding and exercisable
     at December 31, 2005                 1,000,000   $    0.05
     ===========================================================================
</TABLE>

     Outstanding stock options as at December 31, 2005 were 1,000,000 comprising
     500,000 each to J.A.A. James and A.C. Richardson, officers and directors of
     the Company. These stock options were re-priced to an exercise price of
     $0.05 by Directors' consent Resolution in August 2005. At the date of
     repricing, the options were accounted for as variable stock option awards.
     No compensation expense was recorded at the date of repricing because the
     exercise price of the stock options was equal to the market value of the
     Company's common stock at that date. As of December 31, 2005, compensation
     expense of $50,000 was recorded equal to the incremental increase in the
     market value of the Company's common stock over the exercise price. At the
     date of repricing the options were accounted for as variable stock option
     awards.

     The weighted average remaining contractual life of stock options
     outstanding and exercisable as at December 31, 2005 is 13.5 months.

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

6.   SHARE PURCHASE WARRANTS

     Share purchase warrants outstanding as at December 31, 2005 and 2004:

<TABLE>
<CAPTION>
     ---------------------------------------------------------------------------
     Number of shares  Exercise Price   Expiry Date
     ---------------------------------------------------------------------------
     <C>               <C>              <S>
            1,000,000  $          0.15  April 23, 2007
</TABLE>


                                     F17
<PAGE>
Notes to Consolidated Financial Statements

     Each warrant entitles the holder to purchase one common share of the
     Company. In

6.   SHARE PURCHASE WARRANTS (CONT'D)

     April 2006, 300,000 of these warrants were exercised and the Company
     received proceeds of $45,000 and issued 300,000 shares of its common stock.

7.   SUBSEQUENT EVENTS

     Subsequent events not disclosed elsewhere in these financial statements are
     as follows:

     PEOPLE'S REPUBLIC OF CHINA

     In late 2005 and early 2006 the Company carried out due diligence and
     negotiations for an agreement on gold mining operations held by Penglai
     City Hexi Gold Mine Company Limited ("Hexi" - a private company) and Mr.
     Wang Zhi Qiang ("Wang"), principal shareholder of Hexi. The principals of a
     second private company, Golden Phoenix Resources Asia Limited ("GPRA"), had
     introduced the opportunity to the Company and assisted in the assessment of
     Hexi's operations which produce approximately 30,000 ounces of gold per
     annum from underground mines, and are located in Shandong Province in the
     People's Republic of China ("PRC").

     A Memorandum of Agreement ("MOA") was signed by the Company, GPRA and Hexi
     on February 20, 2006. Under the terms of the MOA, the Company was to carry
     out an exploration program at a cost of $1.5 million over a period of
     approximately 18 months. If the results of the exploration program were
     acceptable to the Company the MOA provided that a Valuation of the Hexi
     assets was to be performed. The Valuation was to determine the number of
     shares to be issued by the Company to Wang for contributing 90% of the Hexi
     assets to a joint venture company to be formed. The balance of 10% would be
     held by Wang in accordance with PRC law. GPRA was to receive 20% of Wang's
     shares in the Company. Subsequently, the Company was to be renamed and
     steps taken to achieve a public listing on the TSX-Venture Exchange in
     Toronto, Canada.

     The MOA required that all approvals and consents of governmental
     authorities in the PRC and registration requirements be completed by May 7,
     2006 or the Company and GPRA, or Wang and Hexi, were entitled to terminate
     the MOA by notice to the other. As of June 28, 2006 no notice had been
     issued by either party. In the meantime, Wang has issued vague written and
     verbal indications of dissatisfaction with the terms of the MOA to which he
     is a signatory. As a consequence, while the Company is prepared to abide by
     the MOA it is uncertain as to whether, or not, further progress can be
     expected.


     DEBT SETTLEMENT

     In January 2006, the Company entered into debt settlement agreements with
     J.A.A. James and A. Cameron Richardson. J.A.A. James was issued 1,000,000
     shares of common stock of the Company at $0.10 per share in settlement of
     amounts owed totaling $100,000 (included in accounts payable and accrued
     expenses - related parties at December 31, 2005). A. Cameron Richardson was
     issued 600,000 shares of common stock of the Company at $0.10 per share in
     settlement of amounts owed


                                     F18
<PAGE>
Notes to Consolidated Financial Statements

totaling $60,000 (included in accounts payable and accrued expenses - related
parties  at December 31, 2005).


                                     F19
<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. *

     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. *


                                  Page 32 of 45
<PAGE>
          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. *

    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.*


                                  Page 33 of 45
<PAGE>
    10.15 First Amending Agreement to the Mountain View Lease Agreement.*

    10.16 Basal Zone Lease Agreement.*

    10.17 Letter of Intent between Aurora Metals (BVI) Limited and Trend Mining
          Company, dated September 20, 2004.*

    10.18 Letter dated November 18, 2004, extending time for completion of
          joint venture agreement between Aurora Metals (BVI) Limited and Trend
          Mining Company, to December 17, 2004.*

    10.19 Letter dated December 17, 2004, extending time for completion of
          joint venture agreement between Aurora Metals (BVI) Limited and Trend
          Mining Company, to January 14, 2005.*

    10.20 Letter dated January 14, 2005, extending time for completion of joint
          venture agreement between Aurora Metals (BVI) Limited and Trend Mining
          Company, to February 18, 2005.*

    10.21 Aurora-Trend Stillwater Venture Agreement, joint venture between
          Aurora Metals (BVI) Limited and Trend Mining Company, dated January 1,
          2005.*

    10.22 Memorandum of Agreement among Aurora Metals (BVI) Limited, Golden
          Phoenix Resources Asia Limited, Penglai City Hexi Gold Mine Limited
          and Mr. Wang Zhi Qiang, dated February 20, 2006.

     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


                                  Page 34 of 45
<PAGE>
                                   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:     July 14, 2006                BY:  /s/  John  A.A.  James
                                            John  A.A.  James
                                            Director  and  President

Date:     July 14, 2006                BY:  /s/  A.  Cameron  Richardson
                                            A.  Cameron  Richardson
                                            Director and Chief Financial Officer


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:     July 14, 2006                 BY: /s/ John A.A. James
                                            John A.A. James
                                            Director and President

Date:     July 14, 2006                 BY: /s/ A. Cameron Richardson
                                            A. Cameron  Richardson
                                            Director and Chief Financial Officer


                                  Page 35 of 45
<PAGE>
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.

<TABLE>
<CAPTION>
<S>                            <C>
ALTERATION                     Changes in the chemical or mineralogical composition of a rock, generally
                               produced by weathering or hydrothermal solutions.

ANHYDRITE                      Anhydrous calcium sulphate, CaSO4, 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.

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

BARITE                         Barium sulphate, BaSO4.

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, CaCO3, 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.


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CHROMITE                       Iron-black to brownish black mineral, FeCr2O4 or FeO, Cr2O3, an ore of
                               chromium.

CHROMITITE                     Material in minute octahedral crystals, said to have the formula FeCrO3.

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.

DIAPER                         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(CO3)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.

EVAPORATE                      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.

FOLD                           A bend or plication in bedding, foliation, cleavage, or other planar features in
                               rocks.

FLUORITE                       Calcium fluorite, CaF2, 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.


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

GEOCHEMICAL                    A concentration of one or more elements in rock, soil, sediments, vegetation,
ANOMALY                        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, CaSO4.2H2O, 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 (MgCO3).

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.

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)Fe2O4.

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.


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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 minerals in carbonate  rocks,
TYPE DEPOSIT                   e.g., dolomite, limestone and marl, together with associated barite and
                               fluorite.

PATENTED MINING                Patent to a mining claim is issued by the federal government through the
CLAIM                          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.

PLAGIOCLASE                    sodium or calcium aluminum silicates in which two cleavages are
FELDSPAR                       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 quantity and grade  and/or
RESERVES                       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.


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<PAGE>
PROVEN (MEASURED)              As defined by the SEC: Reserves for which (a) quantity is computed from
RESERVES                       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 Fe5S6 to Fe15S16.

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 deposited
EXHALATIVE                     upon the seafloor from metal-bearing fluids that discharged through a
("SEDEX") DEPOSIT              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.

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.


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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, FeS2; 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.

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.
</TABLE>


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