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, 2004
                                       OR
     ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED): For the transition period from to.

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

                             BRITISH VIRGIN ISLANDS
                 (Jurisdiction of Incorporation or Organization)

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

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

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

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

Number  of  outstanding shares of each of the Registrant's classes of capital or
common  stock  as  of  the  close  of  the  period covered by the annual report:
17,548,073 COMMON SHARES, PAR VALUE $0.01 PER SHARE

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

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

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

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


                                  Page 1 of 34
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


PART I
<S>                                                                     <C>
  GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . .   3
  FORWARD LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . .   3
  CURRENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

  ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS . .   3
  ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE . . . . . . . . .   3
  ITEM 3.    KEY INFORMATION . . . . . . . . . . . . . . . . . . . . .   3
  ITEM 4.    INFORMATION ON THE COMPANY. . . . . . . . . . . . . . . .   6
  ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS. . . . . . .  12
  ITEM 6.    DIRECTORS AND SENIOR MANAGEMENT AND EMPLOYEES . . . . . .  14
  ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS . . . .  18
  ITEM 8.    FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . .  19
  ITEM 9.    THE OFFER AND LISTING . . . . . . . . . . . . . . . . . .  19
  ITEM 10.   ADDITIONAL INFORMATION. . . . . . . . . . . . . . . . . .  20
  ITEM 11.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
             RISK. . . . . . . . . . . . . . . . . . . . . . . . . . .  22
  ITEM 12.   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES. .  22

PART II

  ITEM 13.   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES . . . . .  22
  ITEM 14.   MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS AND
             USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . .  22
  ITEM 15.   CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . .  22
  ITEM 16.   (RESERVED). . . . . . . . . . . . . . . . . . . . . . . .  23
  ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT. . . . . . . . . . . . .  23
  ITEM 16B.  CODE OF ETHICS. . . . . . . . . . . . . . . . . . . . . .  23
  ITEM 16C.  PRINCIPAL ACCOUNTANT FEES AND SERVICES. . . . . . . . . .  23
  ITEM 16D.  EXEMPTIONS FROM THE LISTING STANDARDS FOR
             AUDIT COMMITTEES. . . . . . . . . . . . . . . . . . . . .  24
  ITEM 16E.  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
             AFFILIATED PURCHASERS . . . . . . . . . . . . . . . . . .  24

PART III

  ITEM 17.   FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . .  24
  ITEM 18.   FINANCIAL STATEMENTS (NOT APPLICABLE) . . . . . . . . . .  25
  ITEM 19.   FINANCIAL STATEMENTS AND EXHIBITS . . . . . . . . . . . .  25

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

APPENDIX A TO PART I, ITEM 4.

GLOSSARY OF GEOLOGICAL TERMS . . . . . . . . . . . . . . . . . . . . .  29
</TABLE>


                                  Page 2 of 34
<PAGE>
PART I

GENERAL INFORMATION

FORWARD-LOOKING STATEMENTS

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

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

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

CURRENCY

All dollar references are to United States dollars unless indicated.


ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable.


ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.


ITEM 3.    KEY INFORMATION

(A)  SELECTED FINANCIAL DATA

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


                                  Page 3 of 34
<PAGE>
IV hereof and not necessarily indicative of the future results of operations or
financial performance of the Company.

The following table sets forth, for the periods and the dates indicated,
selected financial data for the Company.  This information should be read in
conjunction with the Company's Audited Financial Statements and Notes thereto
for the period ended December 31, 2004 and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included elsewhere herein.

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

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

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

----------------------------------------------------------------------------------------------
Period Type            12 Months      12 Months      12 Months      12 Months      12 Months
-------------------  -------------  -------------  -------------  -------------  -------------
<S>                  <C>            <C>            <C>            <C>            <C>
Fiscal Year End      Dec 31, 2004   Dec 31, 2003   Dec 31, 2002   Dec 31, 2001   Dec 31, 2000
-------------------  -------------  -------------  -------------  -------------  -------------
Period Start         Jan 01, 2004   Jan 01, 2003   Jan 01, 2002   Jan 01, 2001   Jan 01, 2000
-------------------  -------------  -------------  -------------  -------------  -------------
Period End           Dec 31, 2004   Dec 31, 2003   Dec 31, 2002   Dec 31, 2001   Dec 31, 2000
-------------------  -------------  -------------  -------------  -------------  -------------
Current Assets             32,801            737         32,486        154,872            500
-------------------  -------------  -------------  -------------  -------------  -------------
Total Assets               32,801            737         32,486        154,872            500
-------------------  -------------  -------------  -------------  -------------  -------------
Current Liabilities        80,777         33,850          2,268        174,342        425,405
-------------------  -------------  -------------  -------------  -------------  -------------
Common Stock              175,481        164,631        158,191        142,441        130,000
-------------------  -------------  -------------  -------------  -------------  -------------
Other                    (217,757)      (197,744)      (127,973)      (161,911)      (554,905)
-------------------  -------------  -------------  -------------  -------------  -------------
Total Liability and
Equity                     32,801            737         32,486        154,872            500
-------------------  -------------  -------------  -------------  -------------  -------------
Other Expenses            176,913        288,706        227,812        568,694        419,625
-------------------  -------------  -------------  -------------  -------------  -------------
Income Pre-tax           (176,913)      (288,706)      (227,812)      (568,694)      (419,625)
-------------------  -------------  -------------  -------------  -------------  -------------
Income Continuing        (176,913)      (288,706)      (227,812)      (568,694)      (419,625)
-------------------  -------------  -------------  -------------  -------------  -------------
Discontinued                    0              0              0              0              0
-------------------  -------------  -------------  -------------  -------------  -------------
Net Income               (176,913)      (288,706)      (227,812)      (568,694)      (419,625)
-------------------  -------------  -------------  -------------  -------------  -------------
EPS Primary                 (0.01)         (0.02)         (0.01)         (0.04)         (0.03)
-------------------  -------------  -------------  -------------  -------------  -------------
EPS Diluted                 (0.01)         (0.02)         (0.01)         (0.04)         (0.03)
-------------------  -------------  -------------  -------------  -------------  -------------
Common Shares
Issued and             17,548,073     16,463,076     15,819,126     14,244,126     13,000,000
Outstanding
----------------------------------------------------------------------------------------------
</TABLE>

(B)  CAPITALIZATION  AND  INDEBTEDNESS

     Not applicable.


                                  Page 4 of 34
<PAGE>
(C)  REASONS FOR THE OFFER AND USE OF PROCEEDS

     Not applicable.

(D)  RISK FACTORS

     (i)  REGULATION OF MINING ACTIVITY

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

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

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

     (ii)  FOREIGN COUNTRIES AND REGULATORY REQUIREMENTS

     Mineral exploration and mining activities on the Company's properties may
     be affected in varying degrees by political stability, and the policies of
     other nations. Any changes in regulations or shifts in political conditions
     are beyond the control of the Company and may adversely affect its
     business. Operations may be affected by government laws and regulations or
     the interpretations thereof, including those with respect to export
     controls, expropriation of property, employment, land use, water use,
     environmental legislation and mine safety. Operations may be also affected
     by political and economic instability, confiscatory taxation, restriction
     on currency conversions, imports and sources of supplies, the expropriation
     of private enterprises, economic or other sanctions imposed by other
     nations, terrorism, military repression, crime, and extreme fluctuations in
     currency exchange rates and high inflation, 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 has a registered branch,
     Aurora Metals (BVI) Tunisia, which was incorporated on July 22, 2000, and
     is in compliance with Tunisian commercial and taxation requirements.
     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 and changed its name to
     Crystal Coding Ltd on June 6, 2002, is in compliance with all the rules and
     regulations of the British Columbia Company Act.


                                  Page 5 of 34
<PAGE>
     (iii)  COMPETITION

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

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

     (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.

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


ITEM  4.    INFORMATION  ON  THE  COMPANY

(A)  HISTORY AND DEVELOPMENT OF THE COMPANY

     GENERAL

     The Company was incorporated under the International Business Companies Act
     of the British Virgin Islands on June 17, 1997, as a wholly-owned
     subsidiary of Aurora Gold Corporation ("Aurora Gold"). The Company was spun
     off to the shareholders of Aurora Gold Corporation as a stock dividend on
     March 19, 2001. The Company has one wholly-owned subsidiary, Crystal Coding
     Ltd and a registered branch, Aurora Metals (BVI) Tunisia, in Tunisia.

     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


                                  Page 6 of 34
<PAGE>
     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. 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 northernedge of the Beartooth Mountains, in south-central
     Montana.


                                  Page 7 of 34
<PAGE>
     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.

     PRIVATE PLACEMENT - 2004

     On April 23, 2004 the Company completed a private placement with
     International Mining and Finance Corporation ("IM&F"), a private company
     incorporated in Colorado, U.S.A. The private placement consisted of
     1,000,000 Units at $0.15 per Unit for gross proceeds of $150,000. Each Unit
     comprised one (1) share of the Company's common stock and one (1) warrant.
     The warrants entitle IM&F to purchase up to 1,000,000 shares of common
     stock, at an exercise price of $0.15 per share, until April 23, 2006.

     On December 31, 2004 the Company had 17, 548,073 issued and outstanding
     common shares and 1,100,000 options.

     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 will be the operator during the
     exploration phase of the joint venture and can earn 50% in the claim blocks
     by spending $2 million over five


                                  Page 8 of 34
<PAGE>
     years. Work commitments during the first and second year 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.

     (B)  BUSINESS OVERVIEW

     TUNISIA - KEBBOUCH DISTRICT EXPLORATION PERMITS - AREA AND LOCATION

     The Company has two (2) Exploration Permits, El Hamri and Er Rosfa, each
     four square kilometers in area, which were granted under notices published
     in the Journal Officiel de la R publique Tunisienne, both effective July
     30, 2002 with a common expiry date of July 29, 2005. The Exploration
     Permits, contiguous with the Hammala Exploration Permit formerly held under
     option with High Marsh, are located approximately 150 kilometers southwest
     of Tunis between the town of El Krib and the city of Le Kef. National
     Highway No. 5, which links Tunis and Le Kef, passes within about two
     kilometers of the properties. No work was carried out on these Exploration
     Permits during 2004 and the Company intends to let the Exploration Permits
     lapse

     TUNISIA - EXPLORATION

No exploration was carried out on the Tunisian Exploration Permits in the year
ended December 31, 2004. Holding costs were nil. Direct acquisition and
exploration expenditures by the Company on the Tunisian Exploration Permits in
the year ended December 31, 2004 were Nil (December 31, 2003 - $8,693, December
31, 2002 - $93,977, December 31, 2001 - $295,117 and December 31, 2000 -
$239,614). Mineral property acquisition costs on the Tunisian Exploration
Permits in the year ended December 31, 2004 were Nil (December 31, 2003 - $80,
December 31, 2002 - $16, December 31, 2001 - $10,307).

     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, 2004 was $60,232 (December 31,
     2003 - $1,281).

     STILLWATER COMPLEX - GEOLOGY

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

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

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


                                  Page 9 of 34
<PAGE>
     (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
     Agreements the data from exploration to date are insufficient to prepare
     estimates of reserves in conformance with the requirements of the SEC

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

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

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

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

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

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

     In the Nye Basin, 22 core holes were drilled, totalling 15,598 feet, and at
     the Benbow Mine area ten core holes, totalling 5,564 feet, were completed.
     Estimates of mineralized material


                                  Page 10 of 34
<PAGE>
     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 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  -  Aurora-Trend  Stillwater  Venture

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

     (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.


                                  Page 11 of 34
<PAGE>
ITEM 5.     OPERATING AND FINANCIAL REVIEW AND PROSPECTS

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

(A)  OPERATING RESULTS

Operating results for the years ending December 31, 2004, 2003, 2002, 2001 and
2000 are tabulated below:

<TABLE>
<CAPTION>
                                             YEAR ENDING
   DESCRIPTION            DEC 31,    DEC 31,    DEC 31,    DEC 31,     DEC 31,
                            2004      2003       2002       2001        2000
<S>                       <C>        <C>        <C>        <C>        <C>
Profit (Loss)             (176,913)  (288,706)  (227,812)  (568,694)  (419,625)
Profit (Loss) per share      (0.01)     (0.02)     (0.01)     (0.04)     (0.03)
General and                 28,570     21,699     27,801     31,622     15,639
Administration
Legal                        1,739     20,892      2,455     41,855     55,031
Accounting                   7,060     13,131     14,448     19,107     11,983
Exploration                  7,112      5,011    105,620    459,610    332,976
</TABLE>

(B)  LIQUIDITY AND CAPITAL RESOURCES

On December 31, 2004 the Company had cash of  $32,695 (December 31, 2003, $737;
December 31, 2002,  $32,486; December 31, 2001, $131,362).  Working capital
surpluses (deficiencies) were ($47,276), ($33,313), $30,218, and ($19,470) at
December 31, 2004, 2003, 2002 and 2001, respectively. Total liabilities were
$80,077, $33,850, $2,268, and $174,342, at December 31, 2004, 2003, 2002, and
2001, respectively.

Financing activities during the twelve months ended: 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.


                                  Page 12 of 34
<PAGE>
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 2005

The Company's plans for year 2005 center on the development of resource-related
business opportunities; investigation and acquisition of mineral properties with
emphasis on precious metals; and exploration on the Mountain View and Basal Zone
Leases in the Stillwater Complex, Montana, U.S.A.  The Company will require a
minimum of approximately $150,000 for corporate, legal, accounting,
administrative and resource-related expenses through year 2005.

(C)  APPLICATION OF CRITICAL ACCOUNTING POLICIES

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

Exploration costs are charged to operations as incurred until such time that
proven reserves are discovered. From that time forward, the Company will
capitalize all costs to the extent that future cash flow from mineral reserves
equals or exceeds the costs deferred.  The deferred costs will be amortized over
the recoverable reserves when a property reaches commercial production.  As at
December 31, 2004, 2003 and 2002, the Company did not have proven reserves.
Costs of initial acquisition of mineral rights and concessions are capitalized
until the properties are abandoned or the right expires. Exploration activities
conducted jointly with others are reflected at the Company's proportionate
interest in such activities

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

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

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

(E)  MARKET RISK DISCLOSURES.

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


                                  Page 13 of 34
<PAGE>
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 5, 2005 and December 31, 2004. 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 65, 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 52, 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

GENERAL

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

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                              LONG-TERM COMPENSATION
                                     ANNUAL COMPENSATION          ---------------------------------------------
                                                                          AWARDS                 PAYMENTS
                               ---------------------------------  ------------------------  -------------------
                        Year                                                   SECURITIES
     NAME AND                                            OTHER                   UNDER-                  ALL
    PRINCIPAL            (b)                             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          2004           -0-        -0-       -0-  None         None         None            -0-
President and            2003     50,010 (1)       -0-       -0-  None         None         None            -0-
Director                 2002     75,250 (2)       -0-       -0-  None         None         None            -0-
----------------------  -----  -------------  --------  --------  -----------  -----------  ---------  --------
A. Cameron Richardson    2004           -0-        -0-       -0-  None         None         None            -0-
Director, CFO &          2003     57,925 (3)       -0-       -0-  None         None         None            -0-
Secretary                2002  25,025 (4, 5)       -0-       -0-  None         None         None            -0-
---------------------------------------------------------------------------------------------------------------
</TABLE>


                                  Page 14 of 34
<PAGE>
Notes:

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

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

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

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

(5)  Paid  as  debt  settlement  of  94,000  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/
                         SECURITIES    SARS GRANTED    EXERCISE
NAME                     UNDERLYING    TO EMPLOYEES       OR
(a)                     OPTION/SARS      IN FISCAL       BASE     EXPIRATION DATE
                        GRANTED (#)        YEAR          PRICE        (M/D/Y)
                            (b)             (c)         ($/Sh)          (e)
                                                          (d)
----------------------------------------------------------------------------------
<S>                     <C>           <C>              <C>        <C>
John A.A. James (1)        None           None           None          None
----------------------------------------------------------------------------------
A. Cameron Richardson      None           None           None          None
(1)
----------------------------------------------------------------------------------
</TABLE>

Note:

(1)  No options were granted in 1998, 1999, 2000, 2001, 2003 or 2004.


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

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


                                  Page 15 of 34
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
           AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR AND FY-END
                                 OPTION/SAR VALUES
----------------------------------------------------------------------------------
                                                 NUMBER OF
                                                 SECURITIES      VALUE OF
                                                 UNDERLYING      UNEXERCISED
                                                 UNEXERCISED     IN-THE-MONEY
                        SHARES                   OPTIONS/SARS    OPTIONS/SARS
                        ACQUIRED      VALUE      AT FY-END ($)   AT FY-END ($0.52)
                        ON EXERCISE   REALIZED   EXERCISABLE/    EXERCISABLE/
NAME                    (#)           ($)        UNEXERCISABLE   UNEXERCISABLE
(a)                     (b)           (c)        (d)             (e)
----------------------------------------------------------------------------------
<S>                     <C>           <C>        <C>             <C>
John A.A. James         None          None       None                          -0-
----------------------------------------------------------------------------------
A. Cameron Richardson   None          None       None                          -0-
----------------------------------------------------------------------------------
</TABLE>

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

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

COMPENSATION OF DIRECTORS

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

EMPLOYMENT CONTRACT AND TERMINATION AGREEMENTS

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

(C)  BOARD PRACTICES

MANDATE AND DUTIES OF THE BOARD

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

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

The Board's duties also include planning and monitoring activities of senior
management.  In considering and making appointments of senior management, the
Board considers it appropriate, where relevant, to address succession and
planning issues. In appointing senior management, the Board considers as a
necessary requirement of such appointments that such personnel be qualified to
carry out the duties and responsibilities relating to the appointed positions
and thus, apart from monitoring, assessing and providing feedback to senior
management, the Board does not consider it necessary to engage in specifically
training senior management. The Board met by telephone four (4) times during
2004.


                                  Page 16 of 34
<PAGE>
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.

(D)  EMPLOYEES

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


                                  Page 17 of 34
<PAGE>
(E)  SHARE OWNERSHIP

SHARE OWNERSHIP BY DIRECTORS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock by the Company's directors and officers
in common as at June 6, 2005.  As at June 6, 2005 the Company had 17,548,073
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,                              1,313,227         7.48%
Lakewood, Colorado.
U.S.A. 80227-2515
------------------------------------------  ------------------  ------------
A. Cameron Richardson,
1505-1060 Alberni Street,                              257,500         1.47%
Vancouver, B.C. Canada V6E 4K2
------------------------------------------  ------------------  ------------

TOTAL - OFFICERS AND DIRECTORS (2 persons)           1,570,727         8.95%

----------------------------------------------------------------------------
</TABLE>

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



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 December 31, 2004 was that held
by the entity International Mining & Finance Corporation comprising 1,000,000
shares of the Company's Common Stock. representing 5.7% of the 17,548,073 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.

(B)  RELATED PARTY TRANSACTIONS

INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

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

Certain of the directors of the Company are directors of other mineral resource
or resource-related companies and, to the extent that such other companies may
participate in ventures in which the Company may participate, the directors of
the Company may have a conflict of interest in negotiating and concluding terms
regarding the extent of such participation.  Mr. John James is


                                  Page 18 of 34
<PAGE>
President of JAMine, Inc., and Mr. Richardson is an Officer and Director of
Aurora Gold Corporation.  In the event that such a conflict of interest arises
at a meeting of the directors of the Company, a director who has such a conflict
will abstain from voting for or against the approval of such participation or
such terms.  In appropriate cases, the Company will establish a special
committee of independent directors to review a matter in which several
directors, or Management, may have a conflict.  From time to time, several
companies may participate in the acquisition, exploration and development of
natural resource properties thereby allowing for their participation in larger
programs, involvement in a greater number of programs and reduction of the
financial exposure with respect to any one program.  It may also occur that a
particular company will assign all or a portion of its interest in a particular
program to another of these companies due to the financial position of the
company making the assignment.  In determining whether the Company will
participate in a particular program and the interest therein to be acquired by
it, the directors will primarily consider the potential benefits to the Company,
the degree of risk to which the Company may be exposed and its financial
position at that time.  Other than as indicated, the Company has no other
procedures or mechanisms to deal with conflicts of interest.  The Company is not
aware of the existence of any conflict of interest as described herein.

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


ITEM 8.     FINANCIAL INFORMATION

(A)  CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

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

DIVIDEND RECORD AND POLICY

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

(B)  SIGNIFICANT CHANGES

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

ITEM 9.     THE OFFER AND LISTING

(A)  OFFER AND LISTING DETAILS

     Not applicable.

(B)  PLAN OF DISTRIBUTION

     Not applicable.

(C)  MARKETS

The Common Stock of the Company has been quoted on the NASD OTC Bulletin Board
since June 2001. The following tables sets forth the high and low bid prices for
the Common Stock for the calendar quarters for the years ending December 31,
2004, 2003 and 2002, and the most recent six


                                  Page 19 of 34
<PAGE>
months as reported by the NASD OTC Bulletin Board. These prices represent
quotations between dealers without adjustment for retail markup, markdown or
commission and may not represent actual transactions.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
PERIOD           FIRST QUARTER  SECOND QUARTER  THIRD QUARTER  FOURTH QUARTER
---------------  -------------  --------------  -------------  --------------
<S>              <C>            <C>             <C>            <C>
2004 - High ($)           0.40            0.40           0.40            0.36
---------------  -------------  --------------  -------------  --------------
2004 - Low ($)            0.17            0.20           0.12            0.08
---------------  -------------  --------------  -------------  --------------
2003 - High ($)           0.50            0.47           0.35            0.30
---------------  -------------  --------------  -------------  --------------
2003 - Low ($)            0.20            0.25           0.09            0.12
---------------  -------------  --------------  -------------  --------------
2002 - High ($)           0.55            0.40           0.37            0.51
---------------  -------------  --------------  -------------  --------------
2002 - Low ($)            0.05            0.16           0.20            0.16
-----------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
--------------------------------
MONTH          HIGH ($)  LOW ($)
-------------  --------  -------
<S>            <C>       <C>
January 2005       0.23     0.12
-------------  --------  -------
February 2005      0.15     0.10
-------------  --------  -------
March 2005         0.12     0.12
-------------  --------  -------
April 2005         0.14     0.13
-------------  --------  -------
May 2005           0.13     0.13
-------------  --------  -------
June 2005          0.13     0.12
--------------------------------
</TABLE>


ITEM 10.     ADDITIONAL  INFORMATION

(A)  SHARE CAPITAL

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

(B)  MEMORANDUM AND ARTICLES OF ASSOCIATION

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

(C)  MATERIAL CONTRACTS

Not  applicable.


(D)  EXCHANGE CONTROLS

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

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


                                  Page 20 of 34
<PAGE>
is an IBC, there are no restrictions on its ability to transfer funds into and
out of the BVI or to pay dividends to U.S. residents who are holders of the
Common Stock.

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

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

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

(E)  TAXATION

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

BRITISH VIRGIN ISLANDS TAXATION

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

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

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


                                  Page 21 of 34
<PAGE>
As an exempted company, the Company is required to pay the BVI government an
annual license fee based on the Company's stated authorized capital.

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


ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

ITEM 12.  DESCRIPTION  OF  SECURITIES  OTHER  THAN  EQUITY  SECURITIES

          Not  Applicable


                                     PART II

ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

          None.


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

          None

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.


                                  Page 22 of 34
<PAGE>
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 16 B.  CODE OF ETHICS

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

ITEM 16 C.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a)  AUDIT FEES

The aggregate fees billed for professional services rendered by Moore Stephens
Ellis Foster Ltd., the principal accountant for the Company, for the audit of
the Company's annual financial statements and services normally provided by such
accountants in connection with the Company's statutory and regulatory filings
for the Company's fiscal year ended December 31, 2004 were $7,000 (2003 -
$7,233).

(b)  AUDIT-RELATED FEES

The aggregate fees billed for assurance and related services by Moore Stephens
Ellis Foster Ltd. that are reasonably related to the performance of the audit or
review of the Company's financial statements were $Nil for the Company's fiscal
year ended December 31, 2004 (2003 - 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, 2004 were $Nil (2003 - $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, 2004 (2003-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.


                                  Page 23 of 34
<PAGE>
(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.

                                    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, 2004 and December
31, 2003.
---------------------------------------------------  -----------
Report of Independent Accountants                        F-2
---------------------------------------------------  -----------
Balance Sheet                                            F-3
---------------------------------------------------  -----------
Consolidated Statement of Stockholders' Equity           F-4/5/6
---------------------------------------------------  -----------
Consolidated Statements of Operations                    F-7
---------------------------------------------------  -----------
Consolidated Statement of Cash Flows                     F-8
---------------------------------------------------  -----------
Notes to Financial Statements                        F-9 to F-17
---------------------------------------------------  -----------
</TABLE>

     See "Item 19. Financial Statements and Exhibits."


                                  Page 24 of 34
<PAGE>



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

Consolidated Financial Statements

December 31, 2004 and 2003
(EXPRESSED IN U.S. DOLLARS)




INDEX
-----

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Stockholders' Equity (Deficiency)

Consolidated Statements of Operations

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements


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

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

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS

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

We  have  audited the consolidated balance sheets of AURORA METALS (BVI) LIMITED
AND  SUBSIDIARY ("the Company") (an exploration stage enterprise) as at December
31, 2004 and 2003 and the related consolidated statement of stockholders' equity
(deficiency)  from  January  1,  2001  to December 31, 2004 and the consolidated
statements  of operations and cash flows for the cumulative period from June 17,
1997 (inception) to December 31, 2004, and the years ended December 31, 2004 and
2003.  These  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

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

In  our  opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2004
and 2003 and the results of its operations and its cash flows for the cumulative
period  from June 17, 1997 (inception) to December 31, 2004, and the years ended
December  31,  2004  and  2003, in conformity with generally accepted accounting
principles  in  the  United  States  of  America.

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


                                              "MOORE STEPHENS ELLIS FOSTER LTD."
Vancouver, Canada
May 25, 2005                                       Chartered  Accountants

--------------------------------------------------------------------------------
MSEF A partnership of incorporated professionals
  An independently owned and operated member of Moore Stephens North America
  Inc., a member of Moore Stephens International Limited
  - members in principal cities throughout the world


                                       F2
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Consolidated Balance Sheets
December 31, 2004 and 2003
(EXPRESSED IN U.S. DOLLARS)
-----------------------------------------------------------------------------
                                                       2004          2003
-----------------------------------------------------------------------------
<S>                                                <C>           <C>

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                        $    32,695   $       737
  Accounts receivable                                      106             -
-----------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                    32,801           737

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

TOTAL ASSETS                                       $    32,801   $       737
=============================================================================

LIABILITIES

CURRENT LIABILITIES
  Accounts payable and accrued liabilities         $    80,077   $    33,850
-----------------------------------------------------------------------------

TOTAL LIABILITIES                                       80,077        33,850
-----------------------------------------------------------------------------

STOCKHOLDERS' DEFICIENCY

SHARE CAPITAL
  Authorized:
    50,000,000 common shares, par value $0.01
  Issued:
    17,548,073 (2003 - 16,463,073) common shares       175,481       164,631

ADDITIONAL PAID-IN CAPITAL                           1,464,373     1,312,473

ACCUMULATED DEFICIT DURING THE EXPLORATION STAGE    (1,687,130)   (1,510,217)
-----------------------------------------------------------------------------

STOCKHOLDERS' DEFICIENCY                               (47,276)      (33,113)
-----------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY     $    32,801   $       737
=============================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


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

Consolidated Statements of Stockholders' Equity (Deficiency)                                            Page 1 of 3
From January 1, 2001 to December 31, 2004
(EXPRESSED IN U.S. DOLLARS)
-------------------------------------------------------------------------------------------------------------------
                                                                                          Deficit
                                                                                       accumulated            Total
                                                   Common Stock          Additional         during    stockholders'
                                              ----------------------        paid-in    exploration           equity
                                                Shares    Par Amount        capital          stage     (deficiency)
-------------------------------------------------------------------------------------------------------------------
<S>                                         <C>          <C>           <C>           <C>            <C>

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

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

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

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

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

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

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

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

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


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

Consolidated Statements of Stockholders' Equity (Deficiency)                                       Page 2 of 3
From January 1, 2001 to December 31, 2004
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------------------------------------
                                                                                      Deficit
                                                                                  accumulated            Total
                                              Common Stock          Additional         during    stockholders'
                                         -----------------------       paid-in    exploration           equity
                                           Shares    Par Amount        capital          stage     (deficiency)
--------------------------------------------------------------------------------------------------------------
<S>                                      <C>         <C>          <C>           <C>            <C>

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

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

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

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

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

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

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

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

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

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

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


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

Consolidated Statements of Stockholders' Equity (Deficiency)                                           Page 3 of 3
From January 1, 2001 to December 31, 2004
(EXPRESSED IN U.S. DOLLARS)
------------------------------------------------------------------------------------------------------------------
                                                                                         Deficit
                                                                                      accumulated            Total
                                                   Common Stock         Additional         during    stockholders'
                                              ----------------------       paid-in    exploration           equity
                                                Shares    Par Amount       capital          stage     (deficiency)
------------------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>          <C>          <C>            <C>

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

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

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

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

BALANCE, December 31, 2003                    16,463,073      164,631    1,312,473    (1,510,217)         (33,113)

Issuance of shares and warrants for cash
 at $0.15 per unit  May 2004                   1,000,000       10,000      140,000             -          150,000

Issuance of shares for a finder's fee at
  $0.15 per share, May 2004 (relating to
  lease agreement) (Note 3)                       85,000          850       11,900             -           12,750

Total comprehensive loss:
  Net loss for the year                                -            -            -      (176,913)        (176,913)
------------------------------------------------------------------------------------------------------------------

BALANCE, December 31, 2004                    17,548,073  $   175,481  $ 1,464,373  $ (1,687,130)  $      (47,276)
==================================================================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


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

Consolidated Statements of Operations
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------------------
                                              Cumulative from
                                                June 17, 1997            Year           Year
                                               (inception) to           Ended          Ended
                                                  December 31     December 31    December 31
                                                         2004            2004           2003
--------------------------------------------------------------------------------------------
<S>                                          <C>                <C>            <C>

GENERAL AND ADMINISTRATIVE EXPENSES
  Administrative and general                 $        125,956   $     28,570   $     21,699
  Professional fees - accounting and audit             65,729          7,060         13,131
  Professional fees - legal                           126,717          1,739         20,892
  Consulting fees                                     136,332         57,612         40,224
  Stock based compensation                              9,500              -              -
--------------------------------------------------------------------------------------------

                                                      464,234         94,981         95,946

PROJECT DEVELOPMENT EXPENSES                          217,747         40,000        127,749

PROJECT FINDER'S FEE (Note 4)                          72,750         12,750         60,000

EXPLORATION EXPENSES                                  910,329          7,112          5,011

LEASE MAINTENANCE FEE                                  22,070         22,070              -
--------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                      $     (1,687,130)  $   (176,913)  $   (288,706)
============================================================================================

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

WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING - basic and diluted                          16,941,701     16,215,403
============================================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


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

Consolidated Statements of Cash Flows
(EXPRESSED IN U.S. DOLLARS)
------------------------------------------------------------------------------------------------
                                                  Cumulative from
                                                     June 17, 1997           Year           Year
                                                    (inception) to          Ended          Ended
                                                       December 31    December 31    December 31
                                                              2004           2004           2003
------------------------------------------------------------------------------------------------
<S>                                              <C>                <C>            <C>

CASH FLOWS FROM (USED IN)
  OPERATING ACTIVITIES
   Net loss for the period                       $     (1,687,130)  $   (176,913)  $   (288,706)
   Adjustment to reconcile net loss
   to net cash used in operating activities:
   - stock based compensation                               9,500              -              -
   - issuance of stock for services                       256,125         12,750        225,375
  Changes in assets and liabilities:
   - accounts receivable                                     (106)          (106)             -
   - accounts payable and accrued liabilities             180,077         46,227         31,582
------------------------------------------------------------------------------------------------

NET CASH USED IN OPERATING ACTIVITIES                  (1,241,534)      (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                                32,695         31,958        (31,749)

CASH AND CASH EQUIVALENTS,
  beginning of period                                           -            737         32,486
------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS,
  end of period                                  $         32,695   $     32,695   $        737
================================================================================================

NON-CASH OPERATING AND
  FINANCING ACTIVITIES
  Shares issued for services                                        $          -   $    165,375
  Shares issued for finder's fee in connection
    with a lease agreement                                                12,750              -
  Shares issued for finder's fee in connection
    with a license agreement                                                   -         60,000
------------------------------------------------------------------------------------------------

                                                                    $     12,750   $    225,375
================================================================================================

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

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


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

Notes to Consolidated Financial Statements
December 31, 2004 and 2003
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


1.   NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

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

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

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

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

2.   SIGNIFICANT  ACCOUNTING  POLICIES

     (a)  Consolidation

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


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

Notes to Consolidated Financial Statements
December 31, 2004 and 2003
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     (b)  Accounting  Estimates

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

     (c)  Cash  Equivalents

          Cash  equivalents  comprise  certain  highly  liquid  instruments with
          a  maturity of three months or less when purchased. As at December 31,
          2004 and 2003, cash and cash equivalents consist of cash only.

     (d)  Mineral  Properties  and  Exploration  Expenses

          Mineral  property  acquisition,  exploration and development costs are
          charged  to  operations  as  incurred  until  such time that proven or
          probable  ore  reserves  are  determined.  At such time that proven or
          probable  reserves  are  established,  the Company will capitalize all
          costs  to the extent that future cash flow from ore reserves equals or
          exceeds  the costs deferred. The deferred costs will be amortized over
          the  recoverable  reserves  when  a  property  reaches  commercial
          production.  As  at December 31, 2004, the Company did not have proven
          or  probable  reserve.  Exploration  activities conducted jointly with
          others  are  reflected at the Company's proportionate interest in such
          activities.

     (e)  Assets  Retirement  Obligations

          The  Company has adopted SFAS No. 143, Accounting for Asset Retirement
          Obligations  which  requires that the fair value of a liability for an
          asset retirement obligation be recognized in the period in which it is
          incurred.  SFAS No. 143 requires to record a liability for the present
          value  of  the  estimated  site  restoration  costs with corresponding
          increase  to  the carrying amount of the related long-lived asset. The
          liability  will be accreted and the asset will be depreciated over the
          life of the related assets. Adjustments for changes resulting from the
          passage  of  time  and  changes  to either the timing or amount of the
          original  present  value  estimate  underlying  the obligation will be
          made.  As at December 31, 2004 and 2003, the Company does not have any
          asset  retirement  obligations.

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


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

Notes to Consolidated Financial Statements
December 31, 2004 and 2003
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     (f)  Stock-Based  Compensation

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

     (g)  Advertising  Expenses

          The  Company  expenses  advertising  costs  as incurred. There were no
          advertising  expenses  incurred  by  the  Company  for the years ended
          December 31, 2004 and 2003.

     (h)  Foreign  Currency  Transactions

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

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

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

          The  carrying  value  of  cash  and cash equivalents, accounts payable
          and  accrued  liabilities  approximate their fair value because of the
          short-term  maturity of these instruments. The Company places its cash
          and  cash equivalents with high credit quality financial institutions.
          As  at  December  31,  2004  and  2003,  the  balance  placed in these
          financial institutions did not exceed the insured limit. Management is
          of the opinion that the Company is not exposed to significant interest
          and currency risks arising from these financial instruments.


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

Notes to Consolidated Financial Statements
December 31, 2004 and 2003
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


2.   SIGNIFICANT ACCOUNTING POLICIES   (continued)

     (j)  Long-Lived  Assets  Impairment

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

     (k)  Income  Taxes

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

     (l)  Accounting  for  Derivative  Instruments  and  Hedging  Activities

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

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


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

Notes to Consolidated Financial Statements
December 31, 2004 and 2003
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     (m)  Loss  Per  Share

          Basic  earnings  (loss)  per  share  is  computed  using  the weighted
          average  number  of  shares  outstanding  during the year. The Company
          adopted  SFAS  No.  128  Earnings Per Share. Diluted loss per share is
          equal  to  the  basic  loss per share for the years ended December 31,
          2004  and  2003 because common stock equivalents consisting of options
          and  warrants  to  acquire  1,100,000 (2003 - 1,100,000) common stocks
          that  are  outstanding  at December 31, 2003 and 2002, respective, are
          anti-dilutive, however, they may be dilutive in future.

     (n)  Comprehensive  Income

          The  Company  adopted  SFAS  No.  130, Reporting Comprehensive Income,
          which establishes standards for reporting and display of comprehensive
          income,  its  components  and  accumulated  balances.  The  Company is
          disclosing  this  information  on  its  Consolidated  Statement  of
          Stockholders'  Equity.  Comprehensive  income  comprises equity except
          those  resulting  from  investments  by  owners  and  distributions to
          owners.  The  Company  has no elements of "other comprehensive income"
          for  the  years  ended  December  31,  2004  and  2003.

     (o)  New  Accounting  Pronouncements

          In December 2004, the FASB issued a revision of Statement of Financial
          Accounting  Standards  No.  123,  "Accounting  for  Stock-Based
          Compensation"  (SFAS  123R).  SFAS 123R supersedes APB Opinion No. 25,
          "Accounting  for  Stock  Issued  to  Employees,"  and  its  related
          implementation  guidance.  SFAS  123R  establishes  standards  for the
          accounting  for  transactions in which an entity incurs liabilities in
          exchange for goods or services that are based on the fair value of the
          entity's  equity instruments or that may be settled by the issuance of
          those  equity  instruments.  SFAS  123R does not change the accounting
          guidance  for share-based payment transactions with parties other than
          employees provided in SFAS 123 as originally issued and EITF Issue No.
          96-18,  "Accounting  for  Equity  Instruments That Are Issued to Other
          Than Employees for Acquiring, or in Conjunction with Selling, Goods or
          Services."  SFAS  123R  is effective for interim reporting period that
          begins  after  December  15,  2005. The adoption of SFAS 123R will not
          have  any  impact on its financial position, results of operations, or
          cash  flows.


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

Notes to Consolidated Financial Statements
December 31, 2004 and 2003
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


2.   SIGNIFICANT ACCOUNTING POLICIES   (continued)

     (o)  New Accounting Pronouncements   (continued)

          In  December  2004,  the  FASB  issued  SFAS  No.  153,  "Exchanges of
          Nonmonetary Assets - an amendment of APB Opinion No. 29." The guidance
          in  APB  Opinion No. 29, "Accounting for Nonmonetary Transactions," is
          based  on the principle that exchanges of nonmonetary assets should be
          measured  based on the fair value of the assets exchanged and provided
          an  exception  to  the  basic  measurement  principle (fair value) for
          exchanges  of  similar productive assets. That exception required that
          some  nonmonetary  exchanges,  although  commercially  substantive, be
          recorded on a carryover basis. This Statement eliminates the exception
          to  fair value for exchanges of similar productive assets and replaces
          it with a general exception for exchange transactions that do not have
          commercial  substance-that  is,  transactions that are not expected to
          result  in  significant  changes  in  the  cash flows of the reporting
          entity. The provisions of this Statement are effective for nonmonetary
          asset  exchanges  occurring in fiscal periods beginning after June 15,
          2005,  applied  prospectively.  The  adoption of SFAS No. 153 will not
          have any impact on the Company's 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 are valid until July 29, 2005.

          The Company does not intend to renew the permits when they expire.

     (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.


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

Notes to Consolidated Financial Statements
December 31, 2004 and 2003
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


3.   MINERAL PROPERTY  (continued)

     (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.

4.   RELATED  PARTY  TRANSACTIONS

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

     As  at December 31, 2004, $80,010 (December 31, 2003 - $12,371) included in
     accounts  payable  was  due  to two directors of the Company for consulting
     services  provided.

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 2004.

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


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

Notes to Consolidated Financial Statements
December 31, 2004 and 2003
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


5.   STOCK  OPTION  PLAN  (continued)

     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  options  information  for  the  year  ended  December  31,  2004 and
     2003 is as follows:

<TABLE>
<CAPTION>
     -----------------------------------------------------------------
                                                      Weighted Average
                                             Shares     Exercise Price
     -----------------------------------------------------------------
     <S>                                  <C>        <C>
     Options outstanding and exercisable
     at December 31, 2004, 2003 and 2002  1,100,000  $            0.15
     -----------------------------------------------------------------
</TABLE>

     The  weighted  average  remaining  contractual  life  of  the stock options
     outstanding as at December 31, 2004 is 2.2 years.

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

6.   SHARE  PURCHASE  WARRANTS

     Shares purchase warrants outstanding as at December 31, 2004:

<TABLE>
<CAPTION>
     --------------------------------------------------
     Number of shares  Exercise Price   Expiry Date
     --------------------------------------------------
     <S>               <C>              <C>
        1,000,000      $          0.15   April 23, 2006
</TABLE>

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


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

Notes to Consolidated Financial Statements
December 31, 2004 and 2003
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


7.   SUBSEQUENT EVENTS

     (a)  In  January  2005,  the Company entered into a joint venture agreement
          ("Agreement")  with  Trend Mining Company ("Trend"), under which Trend
          will  carry  out  exploration  for  platinum  group  metals ("PGM") on
          certain claim blocks held under lease by the Company in the Stillwater
          Complex,  south-central  Montana.  Under  the  terms of the Agreement,
          Trend  will  be 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 year 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.

     (b)  In  January 2005, the Company entered into a debt settlement agreement
          with  two  directors  of  the  Company,  whereby 533,400 shares of the
          Company at a price of US$0.15 per share were issued for the consulting
          services  provided  to  the  Company.


                                      F17
<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 25 of 34
<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 26 of 34
<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.

      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


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SIGNATURES

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

                                     AURORA METALS (BVI) LIMITED
                                    (Registrant)

Date:   June 27, 2005                BY:    /s/  John A.A. James
                                            John  A.A. James
                                            Director and President

Date:   June 27, 2005                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:   June 27, 2005                BY:    /s/  John A.A. James
                                            John A.A. James
                                            Director and President

Date:   June 27, 2005                BY:    /s/  A. Cameron Richardson
                                            A. Cameron Richardson
                                            Director and Chief Financial Officer


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<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.

BAHLOUL FORMATION               Limestone formed in Cenomanian to Turonian time (Middle to
                                Upper 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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<PAGE>
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.

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

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

DOLOMITE                        Calcium magnesium carbonate, CaMg(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.

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

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

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 feldsparr
                                and clinopyroxene with minor orthopyroxene.


                                  Page 30 of 34
<PAGE>
GALENA                          Lead sulfide, PbS, a gray, soft and heavy mineral with
                                perfect cubic cleavage. Principal source of lead.

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

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

GYPSUM                          Hydrous calcium sulfate, 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 tothe
                                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


                                  Page 31 of 34
<PAGE>
                                rocks have been derived through solidification and related
                                processes.

MARL                            An earthy or impure argillaceous limestone.

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

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

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

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

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

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

PLAGIOCLASE                     sodium or calcium aluminum silicates in which two
FELDSPAR                        cleavages are oblique to each other.

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

PODIFORM                        A mineralized body of elongate or lenticular shape.

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


                                  Page 32 of 34
<PAGE>
PROVEN (MEASURED)               As defined by the SEC: Reserves for which (a) quantity is
RESERVES                        computed from dimensions revealed in outcrops, trenches,
                                workings or drillholes; grade and/or quality are computed
                                from the results of sampling; and (b) the sites for inspection,
                                sampling and measurement are spaced so closely and the
                                geologic character is so well defined that size, shape, depth
                                and mineral content of reserves are well established.

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

PYRRHOTITE                      A common red-brown to bronze pseudo-hexagonal mineral,
                                with formulae ranging from 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
EXHALATIVE                      deposited upon the seafloor from metal-bearing fluids that
("SEDEX") DEPOSIT               discharged through a fracture system in the seabed.  Sedex
                                deposits are typically interbedded with sedimentary rocks
                                which is taken as evidence that the sulfides were deposited
                                simultaneously with these sediments.

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

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.


                                  Page 33 of 34
<PAGE>
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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