AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2014

x QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨ TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to __

Commission file number 000-24393

AURORA GOLD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

13-3945947

(I.R.S. Employer Identification No.)

Coresco AG, Level 3, Gotthardstrasse 20, 6300 Zug, Switzerland

(Address of principal executive offices)

+41 41 711 0281

(Issuer’s telephone number)

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 past 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. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Larger accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨Yes x No

There were 53,588,990 shares of common stock outstanding on October 16, 2014.

Documents incorporated by reference: Refer to Exhibits

This quarterly report contains statements that plan for or anticipate the future and are not historical facts. In this Report these forward looking statements are generally identified by words such as “anticipate,” “plan,” “believe,” “expect,” “estimate,” and the like. Because forward-looking statements involve future risks and uncertainties, these are factors that could cause actual results to differ materially from the estimated results. These risks and uncertainties are detailed in this report. The Private Securities Litigation Reform Act of 1995, which provides a “safe harbor” for such statements, may not apply to this Report.

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

INDEX

PART I – FINANCIAL INFORMATION		4

	CONSOLIDATED BALANCE SHEETS	4

	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) UNAUDITED	5

	CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)	6

	CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY) (UNAUDITED)	7

	NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)8	8

	ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21

	ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	45

	ITEM 4 – CONTROLS AND PROCEDURES	45

PART II - OTHER INFORMATION		46

	ITEM 1 – LEGAL PROCEEDINGS	46

	ITEM 1A – RISK FACTORS	46

	ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	46

	ITEM 3 – DEFAULTS UPON SENIOR SECURITIES	46

	ITEM 4 – MINING SAFETY DISCLOSURES	46

	ITEM 5 – OTHER INFORMATION	46

	ITEM 6 – EXHIBITS	47

	SIGNATURES	50

2 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Uncertainties Relating To Forward-Looking Statements

The information in this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act (SEC) of 1934. These forward-looking statements involve risks and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports the Company files with the Securities and Exchange Commission.

The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this form are subject to risks and uncertainties that could cause actual results to differ materially from the results expressed in or implied by the statements contained in this report. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate.

All forward-looking statements are made as of the date of filing of this form and the Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The Company may, from time to time, make oral forward-looking statements. The Company strongly advises that the above paragraphs and the risk factors described in this Report and in the Company’s other documents filed with the United States Securities and Exchange Commission should be read for a description of certain factors that could cause the actual results of the Company to materially differ from those in the oral forward-looking statements. The Company disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise.

3 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

AURORA GOLD CORPORATION	31 March			31 December
Consolidated Balance Sheets	2014			2013
(An exploration stage enterprise)	(unaudited)
(Expressed in U.S. Dollars)	$			$

ASSETS
Current assets
Cash		11,528			55,161
Prepayments		71,836			69,519
Total current assets		83,364			124,680

Non current assets
Vehicles and other equipment, net		385,115			377,532
Land Possession Rights		53,323			53,323
Total non current assets		438,438			430,855
Total assets		521,802			555,535

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current liabilities
Accounts payable and accrued expenses		217,272			185,267
Accounts payable and accrued expenses - related party		105,300			10,800
Advances payable - related party		32,000			32,000
Total current liabilities		354,572			228,067

Stockholders’ Equity (Deficiency)
Common stock with par value of $0.005 each
Authorized: 300,000,000 (Dec 31, 2013: 300,000,000)
Issued and outstanding: 51,188,990 (Dec 31, 2013: 49,828,942)		349,786			249,146
Additional paid-in capital		27,211,349			27,211,349
Accumulated other comprehensive income (loss)		(111,516	)		(126,564	)
Accumulated deficit during the exploration stage		(27,282,389	)		(27,006,463	)
Total stockholders’ equity (deficiency)		167,230			327,468
Total liabilities and stockholders’ equity (deficiency)		521,802			555,535

The accompanying notes are an integral part of these interim consolidated financial statements.

4 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) UNAUDITED

	For the			For the
AURORA GOLD CORPORATION	Three			Three
	Months			Months
	Ended			Ended
(An exploration stage enterprise)	31 March			31 March
Consolidated Statements of Comprehensive Income (Loss)	2014			2013
(Expressed in U.S. Dollars)	$			$

Operating expenses
Independent directors fees		7,500			9,000
Professional fees - audit, legal, company secretary		161,557			100,543
Investor relations, listing and filing fees		5,814			142,425
Travel and accommodation		-			86,245
Salaries, management and consulting fees		94,000			94,123
Telecommunication costs		-			-
Other general and administrative		(1,635	)		9,642
Total general and administration		267,236			441,977
Depreciation and amortization		6,772			6,150
Interest and bank charges		1,559			1,679
Foreign exchange loss (gain)		358			521
Exploration expenses		-			309,803
		275,925			760,130
Other income (expense)
Interest income		-			793
		-			793
Net Loss		(275,925	)		(759,337	)
Other comprehensive income (loss)
Foreign currency translation adjustments		15,048			(4,684	)
Comprehensive income (loss)		(260,877	)		(764,021	)
Net Loss Per Share - Basic and Diluted		(0.01	)		(0.02	)
Weighted Average Shares Outstanding - Basic and Diluted		50,226,246			49,828,942

The accompanying notes are an integral part of these interim consolidated financial statements.

5 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

AURORA GOLD CORPORATION	For the			For the
	Three			Three
	Months			Months
	Ended			Ended
(An exploration stage enterprise)	31 March			31 March
Consolidated Statements of Cash Flows	2014			2013
(Expressed in U.S. Dollars)	$			$
Cash Flows From Operating Activities
Net loss for the period		(275,925	)		(759,337	)
Adjustments to reconcile net loss to cash used in operating activities
Depreciation and amortization		6,772			6,150
Change in operating assets and liabilities
Decrease (increase) in receivables and other assets		-			-
(Increase) decrease in prepaid expenses and other assets		(2,317	)		(128,777	)
Increase (decrease) in accounts payable and accrued expenses (including related party)		126,505			136,578
Net Cash Used in Operating Activities		(144,965	)		(745,385	)
Cash Flows From Investing Activities
Purchase of equipment and land possession rights		(14,355	)		(61,768	)
Net CashProvided by (used in) Investing Activities		(14,355	)		(61,768	)
Cash Flows From Financing Activities
Proceeds from common stock less issuance costs		100,640			-
Net Cash Provided by Financing Activities		100,640			-
Effect of exchange rate changes on Cash and Cash
Equivalents		15,047			(4,684	)
(Decrease) Increase in Cash		(43,633	)		(811,837	)
Cash at Beginning of Period		55,161			3,963,836
Cash at End of Period		11,528			3,151,999

The accompanying notes are an integral part of these interim consolidated financial statements.

6 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY) (UNAUDITED)

AURORA GOLD CORPORATION													Accumulated
(An exploration stage enterprise)										Accumulated			Other			Total
	Common				Additional		Advances for			(deficit) during			Comprehensive			Stockholders'
Consolidated Statements of Stockholders' Equity (Deficiency)	Stock				paid-in		Stock			Exploration			Income			Equity
Balance Sheets	Shares		Amount		capital		Subscriptions			Stage			(Loss)			(Deficiency)
(Expressed in U.S. Dollars)	#		$		$		$			$			$			$
Balance, December 31, 2011		21,982,518		109,913		22,040,994		20,000			(22,400,600	)		(70,525	)		(300,218	)
Issuance of common stock for settlement of indebtedness in March 2012		398,180		1,991		117,463											119,454
Issuance of common stock for cash in March 2012 - shares not issued until April 2012		-						17,513									17,513
Issuance of common stock for cash in April 2012		263,200		1,316		77,644											78,960
Issuance of common stock for settlement of indebtedness in April 2012		60,000		300		17,700											18,000
Issuance of common stock in April 2012 for Advances for Stock Subscriptions		125,044		625		36,888		(37,513	)								-
Stock option compensation expense		-				55,660											55,660
Issuance of common stock for cash on October 5, 2012		27,000,000		135,000		4,865,000											5,000,000
Net (loss) for the period		-									(1,200,374	)					(1,200,374	)
Foreign currency translation adjustments		-												63,323			63,323
Balance, December 31, 2012		49,828,942		249,146		27,211,349		-			(23,600,974	)		(7,202	)		3,852,319
Net (loss) for the period		-									(3,405,489	)					(3,405,489	)
Foreign currency translation adjustments		-												(119,362	)		(119,362	)
Balance, December 31, 2013		49,828,942		249,146		27,211,349		-			(27,006,463	)		(126,564	)		327,468
Issuance of common stock for cash on March 5, 2014		1,360,048		1,360		99,280											100,640
Net (loss) for the period											(275,925	)					(275,925	)
Foreign currency translation adjustments														15,048			15,048
Balance, March 31, 2014		51,188,990		250,506		27,310,629		-			(27,282,388	)		(111,516	)		167,231

The accompanying notes are an integral part of these interim consolidated financial statements.

7 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Organization, Business Strategy and Going Concern

Organization

Aurora Gold Corporation ("the Company") was formed on October 10, 1995 under the laws of the State of Delaware and is in the business of location, acquisition, exploration and, if warranted, development of mineral properties. The Company’s focus is on the exploration and development of its exploration properties located in the Tapajos Gold Province, State of Pará, Brazil (refer to Note 3). The Company has not yet determined whether its properties contain mineral reserves that may be economically recoverable and has not generated any operating revenues to date.

The Company is a junior mineral exploration company and conducts principal and technical activities from Coresco AG, Level 3, Gotthardstrasse 20, 6300 Zug, Switzerland. The telephone number is (+41) 41 711 0281. These offices are provided to the Company on a month-to-month basis. The Company believes these offices are adequate for the business requirements during the next 12 months. The Company does not own any real property.

Business Strategy

The general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. The continued operations and the recoverability of minerals are dependent upon the existence of economically recoverable mineral reserves, confirmation of interest in the underlying properties and ability to obtain necessary financing to complete the development and future profitable production. Since 1996 the Company acquired and disposed of a number of properties. The Company has not been successful in any exploration efforts to establish reserves on any of the properties owned by or in which the Company holds an interest.

The Company currently has an interest in a strategic land package of four (4) properties covering 14,711 Hectares, none of which contain any reserves. The Company has no revenues, has sustained losses since inception and has been issued an opinion by the auditors expressing substantial doubt about the ability to continue as a going concern. The Company will not generate revenues even if any of its exploration programs indicate that a mineral deposit may exist on the properties. Accordingly, the Company will be dependent on future financings in order to maintain operations and continue exploration activities.

Going Concern

The Company has no revenues, and has sustained losses since inception. The Company will not generate revenues even if any of its exploration programs indicate that a mineral deposit may exist on the properties. Accordingly, the Company will be dependent on future financings in order to maintain operations and continue exploration activities.

These interim consolidated 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. The general business strategy of the Company is to acquire mineral properties either directly or through the acquisition of operating entities. The Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and during the three months ended March 31, 2014, operating activities used cash of $144,965 (March 31, 2013: $745,385). The Company 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 through private or public equity investment in order to support existing operations and expand its business. There is however no assurance that such additional funding will be available to the Company when required, or on terms acceptable to the Company. In the event that the Company cannot obtain additional funds, on a timely basis, or the operations do not generate sufficient cash flow, the Company may be forced to curtail development or cease activities. These interim consolidated financial statements do not include any adjustments that might result from this uncertainty.

8 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Organization, Business Strategy and Going Concern (Continued)

The Company has no revenues, has sustained losses since inception, has been issued an opinion expressing substantial doubt about the ability to continue as a going concern by the auditors and relies upon the sale of securities to fund operations. The Company will not generate revenues even if any of exploration programs indicate that a mineral deposit may exist on the properties. Accordingly, the Company will be dependent on future financings in order to maintain operations and continue exploration activities.

The properties are in the exploration stage only and without a known body of mineral reserves. Development of the properties will follow only if satisfactory exploration results are obtained. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the mineral exploration and development activities will result in any discoveries of commercially viable bodies of mineralization. The long-term profitability of the operations will be, in part, directly related to the cost and success of the exploration programs, which may be affected by a number of factors.

The Company has not been involved in any bankruptcy, receivership or similar proceedings.

Summary of Significant Accounting Policies

(a)

Basis of Preparation

The Company follows accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets accounting principles generally accepted (GAAP) in the United States that the Company follows to ensure they consistently report their financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (ASC) or also referred to as Codification.

These consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries, Aurora Gold Mineração Ltda ("Aurora Gold Mineração") and AGC Resources LLC (“AGC”) (through to date of disposition of AGC, June 14, 2011). Collectively, they are referred to herein as "the Company". Significant inter-company accounts and transactions have been eliminated.

Certain information and footnote disclosures normally included in interim consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such Securities and Exchange Commission (SEC) rules and regulations. The interim period consolidated financial statements should be read together with the audited consolidated financial statements and accompanying notes included in the Company’s audited consolidated financial statements for the year ended December 31, 2013. In the opinion of the management of the Company, the unaudited consolidated financial statements contained herein contain all adjustments (consisting of a normal recurring nature) necessary to present a fair statement of the results of the interim periods presented.

(b)

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 date of three months or less when purchased. The Company has cash and cash equivalents of $11,528 as at March 31, 2014 ($55,161 as at December 31, 2013). Amounts paid for income taxes and interest during the three month ended March 31, 2014 and 2013 were nil respectively.

9 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Summary of Significant Accounting Policies (Continued)

(d)

Vehicles and Equipment and Land Possession Rights

Vehicles and equipment are carried at cost (including development and preproduction costs, capitalized interest, other financing costs and all direct administrative support costs incurred during the construction period, net of cost recoveries and incidental revenues), less accumulated depletion and depreciation including write-downs. Following the construction period, interest, other financing costs and administrative costs are expensed as incurred. Buildings and equipment utilized directly in commercial mining activities are depreciated, following the commencement of commercial production, over their expected economic lives using either the unit-of-production method or the straight-line method. Depreciation is provided over the following useful lives:

-	Vehicles	5 years
-	Office equipment, furniture and fixtures	2 to 10 years
-	Mining equipment	10 years

The Company reviews the carrying values of its vehicles and equipment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Impairment is considered to exist if total estimated future cash flows, or probability-weighted cash flows on an undiscounted basis, are less than the carrying value of the assets. An impairment loss is measured and recorded based on discounted estimated future cash flows associated with values beyond proven and probable reserves and resources. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable future cash flows that are largely independent of cash flows from other asset groups. Generally, in estimating future cash flows, all assets are grouped at a particular property for which there are identifiable cash flows.

All vehicles and equipment are located in Brazil.

Land possession rights consist of amounts paid for possession rights to land in Brazil. Such costs are capitalized as the payments provide us with certain ownership rights for a period of time.

(e)

Mineral Property Reclamation Bonds and Other Related Refundable Costs

Costs paid for the purchase of reclamation bonds and other related costs that are refundable are capitalized. If amounts paid are not to be refunded then they will be expensed when it is determined they will not be refunded.

(f)

Mineral Properties and Exploration Expenses

The Company accounts for its mineral properties on a cost basis whereby all direct costs, net of pre-production revenue, relative to the acquisition of the properties are capitalized. All sales and option proceeds received are first credited against the costs of the related property, with any excess credited to earnings. Once commercial production has commenced, the net costs of the applicable property will be charged to operations using the unit-of-production method based on estimated proven and probable recoverable reserves. The net costs related to abandoned properties are charged to operations.

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 the reporting period ended, the Company does not have proven reserves. Exploration activities conducted jointly with others are reflected at the Company's proportionate interest in such activities.

10 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

2. Summary of Significant Accounting Policies (Continued)

The Company reviews the carrying values of its mineral properties on a regular basis by reference to the project economics including the timing of the exploration or development work, the program of works and the exploration results experienced by the Company and others. The review of the carrying value of any producing property will be made by reference to the estimated future operating results and net cash flows. When the carrying value of a property exceeds its estimated net recoverable amount, provision is made for the decline in value.

The recoverability of the amounts recorded for mineral properties is dependent on the confirmation of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to successfully complete their development and the attainment of future profitable operations or proceeds from disposal.

Estimated costs related to site restoration programs during the commercial development stage of the property are accrued over the life of the project.

(g)

Stock-Based Compensation

The Company accounts for share-based payments under the fair value method of accounting for stock-based compensation consistent with GAAP. Under the fair value method, stock-based compensation cost is measured at the grant date based on the fair value of the award using the Black-Scholes option pricing model and is recognized to expense on a straight-line basis over the requisite service period, which is generally the vesting period. Where upon grant the options vest immediately the stock-based costs are expensed immediately.

(h)

Interest Expense

Interest expense for the periods ended March 31, 2014 and March 31, 2013 were nil.

(i)

Foreign Currency Translation and Transactions

The Company's reporting currency is the United States Dollar (USD). Aurora Gold Mineração Ltda is a foreign operation and its functional currency is the Brazilian Real (Real). Certain contractual obligations in these interim consolidated financial statements are stated in Brazilian Real’s. At the period ended March 31, 2014 the Brazilian Real exchange rate to the USD was $0.43730 to 1 Real (March 31, 2013: USD $0.49375 to 1 Real).

The Company translates foreign assets and liabilities of its subsidiaries, other than those denominated in USD, at the rate of exchange at the balance sheet date. Income and expenses of these subsidiaries are translated at the average rate of exchange throughout the reporting period. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. Accumulated other comprehensive income (loss) consists entirely of foreign currency translation adjustments at March 31, 2014 and December 31, 2013.

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in foreign exchange (gain) loss in the consolidated statements of comprehensive income (loss).

(j)

Concentration of Credit Risk

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash with high credit quality financial institutions in Brazil and Canada. The Company occasionally has cash deposits in excess of federally insured limits. The Company had funds deposited in banks beyond the insured limits as of March 31, 2014 and 2013 respectively. The Company has not experienced any losses related to these balances, and management believes the credit risk to be minimal.

11 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Summary of Significant Accounting Policies (Continued)

(k)

Fair Value of Financial Instruments and Risks

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

Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The Company operates outside of the United States of America (primarily in Brazil) and is exposed to foreign currency risk due to the fluctuation between the currency in which the Company operates in and the USD.

(l)

Income Taxes

The Company has adopted ASC 740, 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 financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. In July 2006, the FASB issued an interpretation, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with GAAP. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Estimated interest and penalties related to recording uncertain tax positions when recorded are included as a component of income tax expense on the consolidated statement of operations. The Company has not recorded any liabilities for uncertain tax positions or any related interest and penalties. The Company’s tax returns are open to audit for the years ending December 31, 2010 to 2013.

(m)

Basic and Diluted Net Income (Loss) Per Share

Earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period including common stock issued effective the date committed. Common stock issuable is considered outstanding as of the original approval date for the purposes of earnings per share computations. Diluted earnings (loss) per common share is computed by dividing net earnings (loss) by the sum of (a) the basic weighted average number of shares of common stock outstanding during the year and (b) additional shares that would have been issued and potentially dilutive securities. During the periods ended March 31, 2014 and 2013 the diluted earnings (loss) per share was equivalent to the basic earnings (loss) per share because all potentially dilutive securities were anti-dilutive due to the net losses incurred. Potentially dilutive securities consist of stock options and warrants outstanding at the end of the reporting period. Stock options outstanding as at March 31, 2014 were 1,930,000 (March 31, 2013: 1,930,000). Warrants outstanding as at March 31, 2014 were 1,360,000 at a price of $0.15 for 2 years (March 31, 2013: 1,600,000).

(n)

Reverse Stock Split

The Company has retroactively adjusted all share and per share information to reflect the reverse stock split, discussed in Note 5, in the consolidated financial statements and notes thereto, as well as throughout the rest of this Report for all periods presented.

12 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Summary of Significant Accounting Policies (Continued)

(o)

Interim Financial Statements

In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. The unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes for the year ended December 31, 2013, which are included in the Company’s Annual Report on Form 10-K.

(p)

Recent Accounting Pronouncements

At present, there are no other such pronouncements not yet effective that the Company expects will have a material impact on these interim consolidated financial statements.

13 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Mineral Properties and Exploration Expenses

In Brazil, Aurora has four (4) properties with an approximate total of 14,711 ha within the Tapajos Gold Province. The Exploration licence areas are located in the vicinity of the Săo Domingos Township. The Company has conducted various degrees of exploration activities on the properties and ranked the mineralised occurrences in order of merit and may discontinue such activities and dispose of some of the rights to mineral exploration on parts of the property if further exploration work is not warranted. A summary of these properties approved by the Department of National Production Minerals (DNPM) is set out below.

DNPM Process 850.684/06 1,985.91 ha

DNPM Process 850.782/05 6,656.20 ha

DNPM Process 850.119/06 1,068.72 ha

DNPM Process 859.587/95 5,000.00 ha

São Domingos Project in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil.

DNPM Processes 850.684/06: 1,985.91 ha

Aurora has good title over the mineral rights object of the DNPM Process No. 850.684/06, which is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. Aurora is the sole registered and beneficial holder of and owns and possesses good title to the referred mineral rights. On September 13, 2006 Aurora submitted to DNPM one Exploration Claim for gold covering an area of 4914.18 ha in the Municipality of Itaituba, State of Pará. According to the information obtained such claim was correctly prepared and the required documents are in place but the area will be reduced to 1,985.91 due to overlapping with third parties’ areas with priority rights. The Exploration Permit has not been granted yet. The above-mentioned area is not related to any payments or royalties to third parties since Aurora claimed them directly.

DNPM Processes 850.782/05: 6,656.20 ha

Aurora has good title over the mineral rights object of the DNPM Process No. 850.782/05, which is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. On November 8, 2005 it was submitted to DNPM the Exploration Claim for gold in the Municipality of Itaituba, State of Pará. The Exploration Permit was granted on November 28, 2006 for a 3 (three) year period. The transfer to Aurora was approved on March 24, 2009 and on September 28, 2009 it was requested the renewal of the Exploration Permit. This area was reduced from 6,756 ha to 5,651.98 ha due to the overlapping with Garimpeira (alluvial) Mining properties held by Mr. Celio Paranhos. However the DNPM ́s general attorney in Brasilia agreed with Aurora’s legal thesis and nullified all applications filed by Mr. Paranhos (about to 1,900 applications). A new Exploration Permit rectifying the previous one was granted on August 20, 2010 for a 3 (three) year period, for an area of 6,656.20 hectares. An application has been lodged for the extension of the license and Aurora is awaiting the results of this. The renewal will be for a further 3 years and is expected to be granted in the near future. The Annual Fees per Hectare (TAHs) for the 1st and 2nd years of the extension period have been properly paid. The annual fee for the third year was paid in January 2013. No payments or royalties are due regarding the DNPM Process 850.782/05 since it was acquired through a permutation agreement with Altoro Mineração Ltda.

Mineral Properties and Exploration Expenses (Continued)

DNPM Process 850.119/06: 1,068.72 ha

Direct access to the files of this Project at DNPM’s office were not sited, however analysis is based on the then current information provided on DNPM’s website. The exploration claim was submitted to DNPM on March 7, 2006, for gold covering an area of 1,068.72 ha, in the Municipality of Itaituba, State of Pará. Aurora has good title over the mineral rights object of the DNPM Process No. 850.119/06, which is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. Aurora is the sole registered and beneficial holder of and owns and possesses good title to the referred mineral rights. The Exploration Permit has not been granted yet. The above-mentioned area is not related to any payments or royalties to third parties since Aurora claimed them directly.

DNPM Process 859.587/95: 5,000 ha

14 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

The tenement 859.587/95 is held by Aurora and is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. It is located at the Municipality of Itaituba, State of Pará. On November 27, 1995 it was submitted to DNPM the Exploration Claim for gold. The Exploration Permit was granted on September 15, 2006 for a 3 (three) years period covering an area of 5000 ha, and it was valid until September 15, 2009. On July 15, 2009 it was requested the renewal of the Exploration Permit, which was granted on June 14, 2012. The renewal is valid until June 14, 2015, when a Final Report must be submitted to DNPM with the results of the Exploration Activities. In order to have a Mining Permit granted, Aurora must present the Economic Exploitation Plan and the Mining Concession Request in one year from the approval of the Final Report.

Advances Payable

As at March 31, 2014 advances payable were $32,000 (March 31, 2013: $32,000), which is non-interest bearing and due on demand.

15 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Common Stock

On March 5, 2014, Alltech Capital Limited subscribed for 1,360,000 shares at a price of $0.074 and received one warrant for each share valid for 2 years at a strike of $0.15 cents.

On August 15, 2013, an Information Statement was filed with the Securities and Exchange Commission and was mailed or otherwise furnished to the registered stockholders of Aurora in connection with the prior approval by the board of directors of Aurora, and receipt by the board of approval by written consent of the holders of a majority of Aurora’s outstanding shares of common stock, of a resolution to:

Approve a consolidation of the issued and outstanding shares of common stock of Aurora, without correspondingly decreasing the number of authorized shares of common stock, on a five “old” shares for every one “new” share basis, which will result in a decrease of Aurora’s issued and outstanding share capital from 249,144,706 shares to approximately 49,828,942 shares of common stock, not including any rounding up of fractional shares to be issued on consolidation;

Approve a change of the par value of the shares of common stock of Aurora from a pre-consolidated par value of $0.001 per share to an amended par value of $0.005 per share; and

Amend Article Four of the Articles of Aurora as follows “FOURTH. The authorized capital stock of this Corporation shall consist of 300 Million (300,000,000) shares of common stock with a par value of $0.005 per share.”

Section 228 of the Delaware General Corporation Law and the By-laws of Aurora provide that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if stockholders holding at least a majority of the voting power sign a written consent approving the action. On July 24, 2013, the board of directors of Aurora approved and recommended the Resolutions. Subsequently, the holders of a majority of the voting power signed and delivered to Aurora written consents representing at least 57.4% of the voting shares of common stock approving the Resolutions, in lieu of a meeting. Since the holders of the required majority of shares of common stock have approved the Resolutions, no other votes are required or necessary and no proxies are being solicited with this Information Statement. Aurora has obtained all necessary corporate approvals in connection with the Resolutions and your consent is not required and is not being solicited in connection with the approval of the Resolutions. The Information Statement was furnished solely for the purpose of informing stockholders in the manner required under the Securities Exchange Act of 1934 of these corporate actions before they take effect. The Resolutions will not become effective until (i) the date the Company receives confirmation from FINRA regarding the approval and effective date of the corporate action, or, (ii) such later date as approved by the board of directors, in its sole discretion. The Certificate of Amendment was filed with the Secretary of State of Delaware and became effective October 22, 2013,

On October 5, 2012, the Company, completed the sale of 27,000,000 shares of the Company’s common stock for a purchase price of $5,000,000, to Alltech Capital Limited pursuant to the terms of a subscription agreement entered into between the Company and the Alltech Capital Limited dated September 21, 2012. As a result of the sale of 27,000,000 shares of the Company’s common stock of approximately 54%, a change in control of the Company has occurred. As a condition to the closing of the transaction, the Company agreed to increase the size of its board of directors to five (5) members and to appoint two board members selected by the Investor. The board of directors appointed each of Messrs. Vladimir Bernshtein and Andrey Ratsko to serve as directors of the Company. Additionally, Mr. Bernshtein has been named as the Company’s Chief Business Development Director.

16 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Common Stock (Continued)

In October 2011 the Company filed a Registration Statement on Form S-1 offering up to a maximum of 10,000,000 units of the Company's securities at an offering price of $0.50 per Unit in a direct public offering, without any involvement of underwriters or broker-dealers. Each Unit consists of one (1) share of common stock at a $0.005 par value per share and one (1) Stock Purchase Warrant. Each full Warrant entitles the holder to purchase one additional share of common stock at a price of $1.00 for a period of two years commencing November 1, 2011 through October 31, 2013. The Units will be sold by the Chief Executive Officer and Chief Financial Officer. A Notice of Effectiveness was issued April 25, 2012. The offer expired January 20, 2013. To date, no funds were obtained from this offering.

On April 16, 2012, the Company entered into subscription agreements for 263,200 shares of common stock at a purchase price of $0.30 per share for a gross aggregate price of $78,960. Pursuant to the subscription agreements, each of the Investors has represented that they are not a U.S. person; as such term is defined in Regulation S. In connection with the offering, the Company has agreed to pay a cash commission equal to 8% of all funds received or an aggregate of up $48,000 on the total maximum $600,000 subscription.

During April 2012, the Company entered into a debt settlement agreement for $18,000 in accounts payable which was settled for 60,000 shares of common stock at an issue price of $0.30 per share.

During March 2012, the Company entered into debt settlement agreements for advances received from a director of the Company and a company during fiscal 2011 as well as $14,454 of amounts in accounts payable and accrued expenses. $119,454 was settled for 398,180 shares of common stock at an issue price of $0.30 per share. As at March 31, 2012 advances on stock subscriptions were $37,513 and received during that quarter.

In March 2012, the Company entered into subscription agreements for 125,044 shares of common stock at a purchase price of $0.30 per share for a gross aggregate price of $37,513. Share certificates were not issued as at March 31, 2012 and they were treated as an Advance for Stock Subscriptions. The share certificates were issued in April 2012. Pursuant to the subscription agreements, each of the Investors has represented that they are not a U.S. person; as such term is defined in Regulation S. In connection with the offering, the Company has agreed to pay a cash commission equal to 8% of all funds received or an aggregate of up $48,000 on the total maximum $600,000 subscription that is being offered.

On December 20, 2011, the Company entered into subscription agreements for 1,600,000 shares of common stock at a purchase price of $0.20 per share for a gross aggregate price of $320,000. Attached to each unit of common stock is one (1) series A stock purchase warrant. Each full Series A warrant entitles the holder to purchase an additional share of the Company’s common stock at an exercise price of $0.40 per share for a period of eighteen months commencing on December 20, 2011 and expiring on June 20, 2013. Pursuant to the subscription agreements, each of the Investors has represented that they are not a U.S. person; as such term is defined in Regulation S. In connection with the offering, the Company has agreed to pay a cash commission equal to 8% of all funds received or an aggregate of up $25,600. The total amount of commission paid was $8,800. These warrants expired on June 20, 2013.

17 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Stock Options and Warrants

The following is a summary of stock option activity and status at March 31, 2014:

Options Outstanding and Exercisable By Quarter	Stock Options #			Weighted Average Exercise Price $		Remaining Contractual Life (years)		Aggregate Intrinsic value
As at December 31, 2011		1,810,000			0.550		4.28		36,500
Forfeited during quarter		(40,000	)		1.300		-		-
Granted during quarter		320,000			0.250		-		-
As at March, 31, 2012		2,090,000			0.450		4.21		42,000
Granted during quarter		40,000			0.325		-		-
As at June, 30, 2012		2,130,000			0.485		3.97		34,125
Forfeited during quarter		(200,000	)		1.300		-		-
Granted during quarter		-			-		-		-
As at September 30, 2012		1,930,000			0.400		3.74		52,500
Forfeited during quarter		-			-		-		-
Granted during quarter		-			-		-		-
As at December 31, 2012		1,930,000			0.400		3.51		Nil
Forfeited during quarter		-			-		-		-
Granted during quarter		-			-		-		-
As at March 31, 2013		1,930,000			0.400		3.28		Nil
Forfeited during quarter		-			-		-		-
Granted during quarter		-			-		-		-
As at June 30, 2013		1,930,000			0.400		3.06		Nil
Forfeited during quarter		-			-		-		-
Granted during quarter		-			-		-		-
As at September 30, 2013		1,930,000			0.400		2.83		Nil
Forfeited during quarter		-			-		-		-
Granted during quarter		-			-		-		-
As at December 31, 2013		1,930,000			0.400		2.60		Nil
Forfeited during quarter		-			-		-		-
Granted during quarter		-			-		-		-
As at March 31, 2014		1,930,000			0.400		2.38		Nil

18 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Stock Options and Warrants (continued)

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value for all “in-the-money” options (i.e. the difference between the Company’s closing stock price on the last trading day of the fiscal year and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options as of each date presented.

The total fair value of options granted for the three months ended March 31, 2014 was nil (March 31, 2013: $nil) and expensed in full as options were vested in full on grant. The fair value of options are determined using the Black Scholes option pricing model that takes into account the exercise price, the expected life of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. Management determined 2.50 years to be the average expected likely life of the options and utilized the simplified method due to the fact that the Company has not had significant options granted to develop historical data to provide a reasonable basis to estimate option lives.

The total fair value of options granted for the three months ended September 30, 2013 was nil (September 30, 2012: $nil) and expensed in full as options were vested in full on grant. The fair value of options are determined using the Black Scholes option pricing model that takes into account the exercise price, the expected life of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. Management determined 2.50 years to be the average expected likely life of the options and utilized the simplified method due to the fact that the Company has not had significant options granted to develop historical data to provide a reasonable basis to estimate option lives.

The total fair value of options granted for the three months ended June 30, 2013 was nil (June 30, 2012: $11,979) and expensed in full as options were vested in full on grant. The fair value of options are determined using the Black Scholes option pricing model that takes into account the exercise price, the expected life of the option, the share price at grant date (April 10, 2012) and expected price volatility of the underlying share, the expected dividend yield (nil assumed) and the risk free interest rate (4.50% used) for the term of the option. Management determined 2.50 years to be the average expected likely life of the options and utilized the simplified method due to the fact that the Company has not had significant options granted to develop historical data to provide a reasonable basis to estimate option lives. Volatility rates were calculated at the grant date of each option tranche and rates of 161.04% respectively were used.

The total fair value of options granted for the period ended March 31, 2013 was nil (March 31, 2012: $43,681) and expensed in full as options were vested in full on grant. The fair value of options are determined using the Black Scholes option pricing model that takes into account the exercise price, the expected life of the option, the share price at grant date (January 13, 2012) and expected price volatility of the underlying share, the expected dividend yield (nil assumed) and the risk free interest rate (4.50% used) for the term of the option. Management determined 2.50 years to be the average expected likely life of the options and utilized the simplified method due to the fact that the Company has not had significant options granted to develop historical data to provide a reasonable basis to estimate option lives. Volatility rates were calculated at the grant date of each option tranche and rates of 120.89% were used.

As of March 31, 2014, there are 1,360,000 outstanding Warrants to purchase shares of common stock at a price of $0.15 valid for 2 years.

19 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Related Party Transactions

Related party transactions not disclosed elsewhere in these interim consolidated financial statements include:

During the period ended March 31, 2014 consulting fees of $94,500 (March 31, 2013: $105,000) were incurred to directors and officers (or companies of the officers and directors other than Coresco which is disclosed below) of the Company. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

Coresco (a company that the CEO and CFO are affiliated with) also charged for geophysical consulting activities and other exploration management fees for a total of $16,000 during the period ended March 31, 2014 (March 31, 2013: $31,500).

Included in accounts payable and accrued expenses and advances payable (related parties) as at March 31, 2014 and March 31, 2013 were $137,300 and $148,049 respectively payable to officers and directors of the Company for consulting fees and various expenses incurred on behalf of the Company.

Non-Cash Investing and Financing Activities

There were no non-cash investing and financings payments during the three months ended March 31, 2014 (March 31, 2013: nil).

Subsequent events

On April 5^th2014, shares were issued to a promotional company for 2,400,000 at a price of $0.03 and received one warrant for each share valid for 2 years at a strike of $0.07 cents.

20 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the Financial Statements and Notes to the Financial Statements filed with this Report.

Uncertainties Relating To Forward-Looking Statements

This portion of the Quarterly Report provides management's discussion and analysis (MD&A) of the financial condition and results of operations to enable a reader to assess material changes in financial condition and results of operations as of and for the quarterly periods reported, in comparison to the corresponding prior-year period. This MD&A is intended to supplement and complement the unaudited interim consolidated financial statements and notes thereto, prepared in accordance with US GAAP, for the quarterly periods reported (collectively, the "Financial Statements"), which are included in this Quarterly Report. The reader is encouraged to review the Financial Statements in conjunction with your review of this MD&A. This MD&A should be read in conjunction with both the annual audited interim consolidated financial statements for the year ended and the related annual MD&A included in the Forms 10-K on file with the US Securities and Exchange Commission. Certain notes to the Financial Statements are specifically referred to in this MD&A and such notes are incorporated by reference herein. All dollar amounts in this MD&A are in US dollars, unless otherwise specified. For the purposes of preparing this MD&A, we consider the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Aurora Gold Corporation's shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision or if it would significantly alter the total mix of information available to investors. Materiality is evaluated by reference to all relevant circumstances, including potential market sensitivity. This document contains numerous forward-looking statements relating to our business. The United States Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. Operating, exploration and financial data, and other statements in this document are based on information we believe reasonable, but involve significant uncertainties as to future gold and silver prices, costs, ore grades, estimation of gold and silver reserves, mining and processing conditions, changes that could result from our future acquisition of new mining properties or businesses, the risks and hazards inherent in the mining business (including environmental hazards, industrial accidents, weather or geologically related conditions), regulatory and permitting matters, and risks inherent in the ownership and operation of, or investment in, mining properties or businesses in foreign countries. Actual results and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

Organization

Aurora Gold Corporation ("the Company" or “Aurora”) was formed on October 10, 1995 under the laws of the State of Delaware and is in the business of location, acquisition, exploration and, if warranted, development of mineral properties. The Company’s focus is on the exploration and development of its exploration properties located in the Tapajos Gold Province, State of Pará, Brazil (refer Notes). The Company has not yet determined whether its properties contain mineral reserves that may be economically recoverable and has not generated any operating revenues to date.

The Company is a junior mineral exploration company and conducts principal and technical activities from Coresco AG, Level 3, Gotthardstrasse 20, 6304 Zug, Switzerland. The telephone number is (+41) 41 711 0281. These offices are provided to the Company on a month-to-month basis. The Company believes these offices are adequate for the business requirements during the next 12 months. The Company does not own any real property.

21 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Business Strategy

The Company currently has an interest in a strategic land package of four (4) properties none of which contain any reserves. The Company has no revenues, has sustained losses since inception and has been issued an opinion by the auditors expressing substantial doubt about the ability to continue as a going concern. The Company will not generate revenues even if any of its exploration programs indicate that a mineral deposit may exist on the properties. Accordingly, the Company will be dependent on future financings in order to maintain operations and continue exploration activities.

Exploration and Development

Exploration Activities

The Company is a junior mineral exploration company and conducts principal and technical activities from Coresco AG, Level 3, Gotthardstrasse 20, 6300 Zug, Switzerland. The telephone number is +41 41 711 0281. These offices are provided to the Company on a month-to-month basis. The Company believes these offices are adequate for the business requirements during the next 12 months. The Company does not own any real property.

The strategic objectives of the Company are to concentrate efforts on existing operations where infrastructure already exists, properties presently being developed or in advanced stages of exploration that have potential for additional discoveries and grass-roots exploration opportunities. The Company is currently concentrating on property exploration activities in Brazil.

Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that planned production will result in a commercial success, as production is gold price and politically sensitive. Once production has commenced the Company is able to gauge the onward commercial viability of the project. There is no assurance that planned mineral exploration and development activities will result in any further discoveries of commercially viable bodies of mineralization. The long-term profitability of operations will be, in part, directly related to the cost and success of exploration programs, which may be affected by a number of factors.

During 2013 and the first fiscal quarter of 2014, the Company has been evaluating property holdings in order to determine whether to implement exploration programs on existing properties or to acquire interests in new properties.

The Company currently has an interest in four (4) properties located in Tapajos gold province in Para State, Brazil, collectively called the Sao Domingo project. The Company has conducted exploration activities on the properties and have ranked the properties in order of merit and may discontinue such activities and dispose of some of the rights to mineral exploration on the properties if further exploration work is not warranted.

The geology of the Săo Domingos property is predominantly composed of paleo-proterozoic Parauari Granites that play host to a number of gold deposits in the Tapajos Basin. Typical Granites of the younger Maloquinha Intrusive Suite have been noticed in the vicinity of the Fofoca resource area, and basic rocks considered to be part of the mesoproterozoic Cachoeira Seca Intrusive Suite occur around the Esmeril target area. The Săo Domingos property was a previous large alluvial operation, and the property area covers numerous areas of workings. The Săo Domingos property lies in the Tapajos Province of Para State, Brazil It is situated approximately 250 km SE of Itaituba, the regional center. Small aircraft service Itaituba daily and on occasions flights can be sourced via Manaus. Access from Itaituba to site is by small aircraft or unsealed road of average to poor quality. The road is subject to seasonal closures and ‘wet’ season site access is granted via light aircraft utilizing the local airstrip.

22 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Tenures from the Department of National Production Minerals (DNPM) are disclosed in the aforementioned notes to the financial statements.

The planned activity for 2014 year is as follows:

The following Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below. The actual results could differ materially from those anticipated in these forward-looking statements. During the next 12 months the Company may raise additional funds through equity offerings and/or debt borrowing to meet the general and administrative operating expenses and to conduct work on exploration properties. There is, of course, no assurance that the Company will be able to do so and the Company does not have any agreements or arrangements with respect to any such financing. The exploration properties have not commenced commercial production and the Company has no history of earnings or cash flow from operations. While the Company may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of properties, there is no assurance that any such activity will generate funds that will be available for operations.

The Company has placed the project areas under care and maintenance whilst looking to raise the required finds to continue to explore the project areas. Subject to successful financing, the Company intends to concentrate exploration activities on the Brazilian Tapajos properties and examine data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage in other South American countries. Additional contractors and consultants may be hired on as and when the requirement occurs.

Any exploration work program for the Fiscal 2014 will focus on the Brazilian properties. The Company intends to follow up results from previous work on the Sao Domingo property, including the previous drilling and mapping over the Fofoca resource area. Follow up evaluation of the geophysical anomaly west of Fofoca is required to test any strike continuity of potential economic mineralization. The Toucano occurrence will be the focus of channel and auger sampling and will be the focus of an elluvial and oxide small scale production scenario. This is follow up detailed sampling was in response to the high grade gold results noted from the oxide insitu material mapped during the 2012 and 2013 exploration phases.

Two grids were cut through the Fofoca west extension area and the area encompassing the Toucano gold occurrence. These areas were systematically sampled and results showed numerous and extensive zones of anomalous gold mineralization. Assays were submitted for ICP Multi element analysis and results contoured onto plans for review. The results are being analysed for their patterns as related to classic deposit types for the region. The strong variance in the copper anomalism noted between the Toucano grid and the Fofoca grid will be reviewed in relation to the possible timing of mineralizing events at project scale and compared to similar styles within the Tapajos region. The dispersion of the elements has greatly aided the morphological understanding of the lithologies of the project area, and will assist the technical team in targeting subsurface follow up work during the 2014 season. Subsurface exploration will include trenching and follow up drilling at both the Fofoca resource area and the initial drill testing at the Toucano gold occurrence. The technical team is confident that the numerous gold occurrences on the Sao Domingo property will be related to each other and that important path finder elements and structures will lead to more drill targets. The anticipated results should delineate further areas for alluvial/elluvial mining and bulk sampling targets, as well as provide further resource ounces at Toucano to compliment the current and expected increased resources at Fofoca.

Aurora continued the project wide evaluation of tailings and alluvial/elluvial potential. Results showed that follow up test work is recommended and Aurora has an application in place for a trial mining license to carry out bulk sampling of recovery potentially economic material. Concurrently a technical team has been assembled to continue the evaluation of both the alluvial/elluvial potential and the geometry of the hard rock mineralization in preparation for subsurface test work.

Results of the follow up exploration during 2013 identified further primary and placer gold occurrences, which were subsequently sampled for gold and associated minerals; cartographic archival data was reviewed, and follow on exploration recommendations and budgets established.

Subject to receipt of financing, Aurora intends to execute a 3 Stage Exploration Plan:

Stage 1. Total meters drilled will be a maximum of 1,000. Budget US$350,000

Stage 2. Total meters drilled will be a maximum of 2,000. Budget US$700,000

23 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Stage 3. Combined with stage 2 and includes tenement wide Auger program to comply with the Department of National Petroleum Minerals (“DNPM”) resource determination. Budget US$1,000,000

Stage 1 program:

Appraisal of grade and strike continuity to the North East and South West of the current garimpeiro workings at Toucano.

Test the mineralization below these workings. To date, the garimpeiros have worked the upper oxide component of the mineralised material which comprises of an altered stock work within Parauari granites. Silica and pyrite are common in the higher grade zones and has a distinctive greyer colouring giving some visual control on minerialization trends.

A 100m spaced series of grid lines grid are planned with one drill hole on each section, (geologist discretion), targeting the minerialization. The target is to intersect minerialization at or near the transition zone of Oxide to Sulphide, estimated within 30 to 40m from surface. It is anticipated that hole depths, inclined at -600 to 325 will be in the range of 60m to 100m. Orientation data is based on previous work within the Toucano pit area. The strike extent was also interpreted from geochem sampling of the area and which complimented technical measurements done on the oxide insitu lithologies.

First drill hole, TOU001, will be targeting minerialization in hanging wall and below the current workings. Following holes are designed to test the strike between the previous garimpeiro workings and to trace out the soil geochem results. QA,QC –monitored by the site manager and using commercial standards.

Stage 2 program:

This program designed to follow up on any strike continuity and to infill drill lines with a view to blocking out mineralised material.

Stage 3 program:

Auger drilling across the entire Toucano grid.

Planned for 1,250 auger locations.

Contractor –Explorer Ltda (local exploration Co).

Auguring would be done down to auger refusal.

Samples would be collected on a 1m basis and sent for analysis in 2m composites or greater basis, based on field observations and experience during the program.

Any higher grade samples would then have the 1m fractions of the those intervals sent for reanalysis on a meter by meter basis.

The Company has set up a field operations center at the Sao Domingos property and intend to continue to focus exploration activities on anomalies associated with the Sao Domingos property. During 2013 the Company explored an area of approximately 60 acres of land on the fringe of the Sao Domingo town ship and constructed an additional field base to house and service the increased staff and equipment. The new field camp is located approximately 2 kilometers from the Sao Domingo technical office which is located in town center of Sao Domingo. The Company selected the Săo Domingos property based on its proximity to the other properties, and the logistics currently in place. Access to the Săo Domingos property is by light aircraft to a well-maintained strip, by road along the government maintained Trans Garimpeiro highway, and by boat along the multitude of waterways in the Amazon Basin.

The company also intends to expand the current infrastructure on Sao Domingo to include further staff accommodation, office space, workshops for heavy machinery and upgrade the current onsite laboratory for assaying. Currently the Company has a budget for exploration and alluvial/elluvial mining, and is ready to utilise the trial mining license once issued. The exploration phase during 2013, coupled with data from previous campaigns has shown the project has great potential to host significant economic alluvial/elluvial and hard rock mineralization.

Completion of the site visit by Geosure Geological Consultants from Australia, the Company’s independent technical qualified person, marked the final stage of the independent technical report, NI43-101, required for any new listing of Aurora onto the TSXV.

24 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Mining and Exploration Properties

The Company was incorporated under the laws of the State of Delaware on October 10, 1995, under the name "Chefs Acquisition Corp." Initially formed for the purpose of engaging in the food preparation business, the Company redirected business efforts in late 1995 following a change of control, which occurred on October 30, 1995, to the acquisition, exploration and development of mineral resource properties. The Company name changed to “Aurora Gold Corporation” on August 20, 1996 to more fully reflect the resource exploration business activities.

The Company currently has an interest in a strategic land package of four (4) properties none of which contain any reserves. The Company has no revenues, has sustained losses since inception and has been issued an opinion by the auditors expressing substantial doubt about the ability to continue as a going concern. The Company may not generate revenues even if any of its exploration programs indicate that a mineral deposit may exist on the properties. Accordingly, the Company may be dependent on future financings in order to maintain operations and continue exploration activities.

The Company has not been involved in any bankruptcy, receivership or similar proceedings.

During 2013 and the first fiscal quarter of 2014, ended March 31, 2014, the Company has been evaluating property holdings in order to determine whether to implement exploration programs on existing properties or to acquire interests in new properties.

Tenures from the Department of National Production Minerals (DNPM) are disclosed in the aforementioned notes to the financial statements.

25 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

DNPM Process 850.684/06 1,985.91 ha

DNPM Process 850.782/05 6,656.20 ha

DNPM Process 850.119/06 1,068.72 ha

DNPM Process 859.587/95 5,000.00 ha

Access and Infrastructure

Itaituba is a township with a population of approximately 120,000, which predominantly supports artisanal mining, farming, agriculture and fishing, and is located approximately 240 kms north of the project area. Itaituba is situated between Belem and Manaus - both are cities of greater than two million people and are located on the Amazon River.

26 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

The Săo Domingos property was a previous large alluvial operation, and the property area covers numerous areas of workings. The Săo Domingos property lies in the Tapajos Province of Para State, Brazil It is situated approximately 250 km SE of Itaituba, the regional centre. Small aircraft service Itaituba daily and on occasions flights can be sourced via Manaus. Access from Itaituba to site is by small aircraft to an airstrip located on the verge of the Township and/or via sealed and unsealed roads. The road is subject to seasonal closures and ‘wet’ season site access is granted via light aircraft utilizing the local airstrip.

The company has a camp located near the township of Sao Domingo which provides office, messing and storage facilities to the field staff. The camp was constructed on an area of 30 acres of land acquired by the Company proximal to the Toucano target area, where a 10 man camp and messing facilities were constructed via a local contractor.

The project area has a series of unsealed roads that allow vehicular access to most areas of interest, after which short traverses on foot can access areas of interest.

The Sao Domingo Township provides adequate access to unskilled and semi-skilled labour, along with limited workshops and provision stores.

Project Geology

The geology of the São Domingós property is predominantly composed of paleoproterozoic Parauari Granites that play host to many gold deposits in the Tapajós Basin. Granites typical of the younger Maloquinha Intrusive Suite have been noticed in the project area, and basic rocks considered to be part of the mesoproterozoic Cachoeira Seca Intrusive Suite occur around the Esmeril area.

Within the São Domingós project area the main structures strike NE-SW to E-W. Nearly all documented quartz veins run parallel to this general tectonic trend. Gold, silver, sphalerite, galena, pyrite, chalcopyrite, millerite, malachite and azurite are common minerals found within the rocks within the São Domingós project area. Mineralised rocks in the project area can have elevated copper and oxidised specimens can show significant azurite and malachite.

27 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

The Fofoca prospect lies NNE of the village of São Domingós. Previous work by garimpeiros is obvious by the presence of a water filled pit, anecdotally 30 metres deep in some parts, excavated during the 1990’s by garimpeiros exploiting an east west striking quartz vein and adjacent stockwork system. The water filled pits follow the vein and continue to the east where it splits into two pits. It is possible that these pits represent a bifurcation of the vein. Water ingress and poor wall instability saw the cessation of excavation and subsequently old stockpiles were re-treated. The area may have been subject to late stage faulting which has resulted in offsetting the mineralised structure. This 'offsetting' NE-SW trending fault is as yet untested by drilling, but a recent geophysical survey supports the interpretation. This model suggests that the Cachoeirinha prospect is in fact the western off set extension of Fofoca.

Diamond drilling has defined an E-W striking quartz vein of approximately 300 metres in strike length at Fofoca. This structure, which is in the order of 0.5 to 1 metres wide and hosted within the Parauari Granites, is the core of the mineralised zone at Fofoca. Around the ‘high grade’ core of quartz veining associated sulphides and weakly developed stockwork is a ‘low grade’ alteration halo. The stockwork appears poorly developed and is spatially restricted, so mineralization does not extend to any significant distance from the primary vein and thus contacts can be considered sharp. The Fofoca vein has been intersected at depths of over 150 metres and is still considered open at depth, one of the targets of the ill-fated 2008 Fofoca drill program was to target extensions of mineralization at depth. Along strike and down dip the vein is interpreted to vary in thickness locally but to no significant degree. The current interpretation is that the Fofoca vein is terminated to the west by late stage faulting and that the Cachoerinha mineralization is the offset continuation of Fofoca some 400 metres west. A creek crosses the Fofoca vein to the east and to the author's knowledge no work has been down to close of the mineralization to the east, as such it still remains open.

Gold, sphalerite, galena, pyrite and chalcopyrite are commonly associated with the Fofoca vein and where no petrographic, though it is believed that gold mineralization is in some way associated with sulphide mineralogy. Further work needs to be completed better understand the geochemical characterisation of the mineralization at Fofoca and to use this knowledge as an exploration model for other targets in the project area. Initial geological mapping indentified the occurrence of ’red’ granite considered to be part of the Maloquinha Intrusive Suite. At least three deformation events have been seen in field observations, but the dominant feature seems to strike approximately ENE-WSW. Around old workings highly altered and weathered granitic rocks as well as and tuffaceous volcanic rocks and breccias have been identified.

The property is in an evaluation state whereby previous work is being reviewed in order to prioritise targets for follow up drilling as part of the value adding process.

All power for the Sao Domingo property is via generators. The company has a series of generators to meet the needs of office functions, pumping and any three phase requirements for work shop related matter. Water is pumped from catchment areas and collected in tanks from natural rain water. The area has several permanent small rivers and creeks which provide ample water to the area throughout the year.

QA and QC of exploration samples

Drilling

A total of 1,528 drill core samples were submitted to SGS Lakefield Geosol Laboratórios Ltda for chemical analysis from the two drilling campaigns in the Fofoca prospect in 2006 and 2007 (1,359 in 2006 and 169 in 2007 respectively). Drilling was supervised by the Aurora geological team who inspected individual runs and ensured good recoveries and that depths and orientations were reconciled. Core was stored in labeled boxes at the drill site and transported securely by Aurora personnel to the Aurora core farm daily. Core was laid out for processing in the a purpose built core shed. Here core was logged lithologically and geotechnically, no RQD recovery measurements were taken. Limited structural data was captured. The core was marked up for sampling and photographed. The sample numbers were written on the wooden core boxes making it easier to sample and for future reference. Sample length varied enormously with samples varying from less than 70cm to over 6 metres in length. Quartz veining was sampled at a maximum interval of approximately 1 metre. Drill cores was sampled on site by cutting in half along the orientation line (no or little control on which half was sampled). The practice of cutting core along the orientation line should be avoided in future as this reference may be required if further geotechnical information is required from the core. Sample intervals were determined on different characteristics and mainly according whether the material was quartz vein or not, the sampling practise should be reviewed particularly given the limited geological knowledge which exits in relation to Fofoca and the other deposits of the area. All core was placed and secured in calico sample bags with sample numbers printed on the calico bags and also present on a 'ticket' placed inside the bag with the sample. Samples were logged and secured in larger polyweave sacks in consecutive sample order for secure transport to Itaituba for sample preparation at SGS laboratories sample preparation facility. All sampling and sample dispatch was done under the supervision of Aurora geology staff.

28 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

All samples used for validation and interpretation and in the mineralised material estimate were processed by SGS Lakefield Geosol Laboratórios Ltda, a global laboratory network who operate under ISO guidelines and are certified to ISO 9001:2000 industrial standards. SGS have preparation facilities and laboratories all over South America which included Itaituba at the time. Wet laboratory analyses for these samples were also processed by SGS of Brazil at their Belo Horizonte facilities. SGS was engaged as a commercial laboratory for analyses of samples and samples were prepared and analyzed under commercial terms. No relationship beyond service supplier and client exist between Aurora Gold Corporation and SGS Lakefield Geosol Laboratórios Ltda.

Samples were securely shipped from São Domingós to the SGS sample preparation facility in Itaituba. Samples were dried at 105°C for a minimum of eight hours, then crushed to <2mm in a jaw crusher and samples were then split and quartered. A 250 gram fraction was pulverised in ring and puck pulverizer to pass through –150 mesh, with a laboratory standard of more than 80% passing. No grind checks were submitted to Geosure for validation. A representative portion of the pulverised 250 gram fraction was split in a riffle splitter and then sent to Belo Horizonte for quantitative chemical analysis at SGS’s wet laboratory.

Samples were analysed for Au by fire assay (FA) in 50 gram beads, with an atomic absorption spectrometry (AAS) finish. A further 32 elements were determined by inductively coupled plasma mass spectrometry (ICP-MS).

Soils

In May-July 2013 the Fofoca Site was surveyed by geochemical profiling over the 100x20m survey grid. A total of 1237 samples were collected in the course of implementation of the geochemical sampling program. All samples were analysed for 36 elements by the inductively coupled plasma-mass spectrometry method (ICP-MS) (Table 1) at the international accredited laboratory AcmeLabs, Vancouver, Canada. Each batch of samples included blank samples (blanks), standard samples (SRM) and duplicate samples. Every 100 samples included 2 duplicate samples, 2 standard samples (standard OxD108 - 0,414 ppm Au; and standard OxJ95 - 2,337 ppm Au), and one blank sample. Thus, 5% quality control was maintained.

29 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Map provided by Dmitry Makarov a geologist for the Company.

30 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Brazilian Exploration Permit Process

Application

In order to obtain a mineral exploration permit, the interested party must present an application addressed to the DNPM, containing the following information and documentation:

For individuals, name and proof of Brazilian nationality, marital status, occupation, domicile and number of enrolment with the Individual Taxpayers’ Registry of the Ministry of Finance (CPF/MF). For companies, corporate name, number of registration of the company’s articles of association/by-laws at the proper commercial registry, head office address and number of enrolment with the National Registry of Legal Entities (CNPJ);

Proof that the corresponding fees have been paid;

Designation of the substances to be prospected for;

Indication of the surface extension of the area applied for, expressed in hectares, and the municipality and state where the property is located;

Memorandum containing the description of the requested area;

Plan map of the location of the area, indicating the graphic definition and the main cartographic elements of the area; and

Prospecting work plan, including the budget and the schedule for the performance of the work.

Non-presentation of the documents listed above will cause prompt dismissal of the application by the DNPM. The applicant will be entitled to complete any missing information or documentation within 60 days from the publishing of the notice to meet such requirements by the DNPM. A fee must be paid by the applicant presenting the application to the DNPM.

Priority Rights

The applicant for a mineral exploration permit, whose application is related to an area considered as free, shall be granted the priority in obtaining the respective title. Therefore, the first application presented to the DNPM for a certain area shall constitute, in general, a priority right. The area will be considered as free when:

the area is not bound to any other exploration permit, permit registration, mining concession, mine manifest, aerial geological recognizance permission, or any extraction registration by the federal, state and municipal agencies of the direct administration or by independent governmental agencies;

the area is not the object of a previous application for an exploration permit, or in cases where there is a previous application, such previous application is subject to prompt dismissal;

the area is not the object of a previous permit registration request, or if tied to a permit, the registration of such permit will be requested within 30 days of its issuance date;

the area is not the object of a previous extraction registration request filed by any federal, state and municipal agencies of the direct administration or by independent agencies;

the area is not tied to a request for renewal of an exploration permit, presented in time and pending approval;

the area is not tied to an exploration permit with a final report presented in time and pending approval; and

the area is not bound to an exploration permit with a final report approved and the legal right to request the mining concession still in force.

31 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Size of Area

The mineral exploration permits are limited to the following maximum areas:

2,000 hectares for deposits of metalliferous mineral substances, mineral fertilizers, coal, diamonds, bituminous and pyrobituminous rocks, turf and salt-gem;

50 hectares for deposits of sands, gravels and grits for the immediate use in the construction industry; rocks and mineral substances for paving blocks, curbstones, gutters, posts and the like; clay used to manufacture ceramics; rocks, stamped for immediate use in construction industry and limestone used as soil corrective element in agriculture; mineral waters, bottled and drinking waters; sands for industrial use; feldspar; gems (except diamonds); ornamental stones and micas;

1,000 hectares for deposits of mineral external rocks and other substances not indicated in items (i) and (ii) above;

10,000 hectares for deposits of minerals indicated in item (i) above for areas located in the Amazônia Legal; and

5 hectares for deposits of mineral substances for the immediate use in the construction industry, which extraction will be carried out by the federal, state and municipal agencies of the direct administration or by independent agencies.

Duration

A mineral exploration permit shall be valid and legally in force for a minimum of one year and a maximum of three years from the date of its issuance. Said permit can be successively renewed at the discretion of the DNPM, upon the request of the titleholder. The exploration permit shall be valid for two years in the cases of prospecting of mineral substances indicated in item 4.2.3 (ii) above. For exploration of other substances, the permit shall be valid for three years.

In order to renew the permit, the DNPM shall take into consideration the development of the work performed. The request for renewal of the permit must be presented 60 days prior to the expiration date of the original permit or the previous renewed permit. As to the renewal request, a report must be presented of the work already carried out, indicating the results achieved, as well as reasons justifying continued work. The renewal of the permit does not depend on the publication of a new permit, but only on the publication of the decision to renew.

In the event of partial interference in the area requested and provided that exploration in the remaining area will be justified and considered as technically and economically feasible by the DNPM, the applicant shall be previously consulted to determine if said applicant would be interested in readjusting the application for the remaining area. If the request was dismissed due to the unavailability of the requested area, the applicant shall not be entitled to any claim.

32 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Report

The holder of an exploration permit must provide any information requested by the DNPM at the end of the work program and within the validity period of the mineral exploration permit. The holder must present a final report to the DNPM containing geological and technological studies relating to the size of the deposit, as well as demonstrative analysis of the technical and economic feasibility of the exploitation. Such report must be prepared under technical responsibility of a legally qualified professional and must also contain:

information on the area, means of access and communication;

plan of the geological survey;

description of the main aspects of the deposit;

quality of the mineral substance and definition of the deposit;

genesis of the deposit, as well as its qualification and comparison to similar

deposits;

report of the industrialization assays;

demonstration of the economic feasibility of the deposit; and

necessary information for the calculation of any resources on the license, such as the density, area, volume and content.

The final exploration report must be presented independent from the results of the work and shall conclude for the feasibility or non-feasibility of the exploitation development, or for the non-existence of the deposit. The holder of an exploration permit who does not present a final report within the date established by the regulations will be fined. Nevertheless, the exemption from presentation of the report is permitted in certain cases of permit relinquishment by the titleholder. The DNPM must confirm the relinquishment, provided it happened in one of the two following instances:

at any time, if the titleholder has not been successful at entering the area, despite all the efforts made, including judicial means; or

before one-third (1/3) of the term of duration of the exploration permit has passed.

OBLIGATIONS

The titleholder of an exploration permit shall be obliged to:

perform work only within the area specified in the authorization;

respect the rights of third parties, indemnifying them for damage and losses caused;

communicate to the DNPM the discovery of a mineral substance not included in the authorization;

remove the substances extracted from the area object of the permit for analysis and industrial experiments only with prior authorization of the DNPM (Utilization Bill) and in accordance with the applicable environmental legislation;

start the work within 60 days of the date of the publication of the permit in the Official Gazette of the Federal Executive or as from the judicial ingress in the area to be explored;

not interrupt the work without justification for more than three consecutive months or for more than 120 non-consecutive days;

compensate the surface owner or possessor for the occupation of the land and for damage or loss caused by the work; and

present a final prospecting report.

Besides the fee to be paid for obtaining the mineral exploration permit, the titleholder must also pay to the DNPM an annual fee per each hectare. The fee is established at progressive values, considering the substance, place and size of the area, among other conditions.

33 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Rights

The titleholder of an exploration permit may execute the respective work and necessary auxiliary services, as well as work on land of private or public domain included in the area indicated on the exploration title. The titleholder shall be assured the right of free passage on the private property, including the soil and subsoil in the title area, as well as in neighbouring areas, for performance of the respective work. The titleholder of a set of exploration permits for the same mineral substance in neighbouring or close areas shall be entitled and authorized to present a single research plan and final report, involving and covering the whole set.

Transferability

The mineral exploration permit is a title that can be assigned, totally or partially, to anyone who is in condition to execute the work under such permit in accordance with the applicable legislation. The applications for exploration permits are also transferable, once the respective priority right is assured. The transfer of the permit must be communicated to the DNPM for approval and registration. It will only be legally valid after such procedure is complete.

Sanctions

Failure to comply with the obligations derived from exploration permits, depending on the seriousness of the infraction, shall result in the following sanctions imposed by the DNPM: warning, fine or forfeiture.

Utilization Bill

It is possible to extract mineral substances before the mining concession is granted, by means of a Utilization Bill. Extraction may only occur if the interested party has obtained a proper environmental license, and has entered into an agreement with the surface owner as to the extraction work.

Security of Tenure

After the completion of prospecting work in accordance with the legal provisions and after the approval of the final report by the DNPM, the titleholder shall have the exclusive right to request a mining concession for the area. In this case, the concession can only be refused if the mining work is considered harmful to the public or compromises interests that are more relevant than industrial exploitation.

After the filing of the application for the mining concession and after the approval of the mine’s development plan by the DNPM, the mining concession cannot be refused by the Government. Once the mining concession has been granted and all the legal requirements and provisions duly observed, the concession cannot be cancelled.

34 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Results of Operations

Three months ended March 31, 2014 versus three months ended March 31, 2013

Revenues and Net Loss

The Company has yet to generate any revenues or establish any history of profitable operations. The Company recorded a net loss of $275,925 for the three months ended March 31, 2014 (March 31, 2013: net loss $759,337) or $(0.01) (March 31, 2013 $(0.02) per share respectively).

Expenses

The decrease in quarter on quarter costs reflects the decreased exploration activities.

Exploration expenditures

Exploration expenses are charged to operations as they are incurred. The Company recorded exploration expenses of nil for the three months ended March 31, 2014 (March 31, 2013: $309,803) the majority relating to Brazilian properties during the current and prior year.

Depreciation expense

Depreciation expenses charged to operations was $6,772 for the three months ended March 31, 2014 (March 31, 2013: $6,150).

Capital Resources and Liquidity

March 31, 2014 versus December 31, 2013

During 2013 the capital markets continued to be tight and many companies had restricted access to debt and equity financing. The Company's exploration properties are in the exploration stage and have not commenced commercial production. Consequently the Company has no history of earnings or cash flow from its operations. As a result, the Company is reviewing its 2014 exploration and capital spending requirements in light of the current and anticipated, global economic environment.

The Company currently finances its activities primarily by the private placement of securities. There is no assurance that equity funding will be accessible to the Company at the times and in the amounts required to fund the Company’s activities. There are many conditions beyond the Company’s control, which have a direct bearing on the level of investor interest in the purchase of Company securities. The Company may also attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties; however, there is no assurance that any such activity will generate funds that will be available for operations. Debt financing has been used to fund the Company’s property acquisitions and exploration activities. The Company does not have “standby” credit facilities, or off-balance sheet arrangements and it does not use hedges or other financial derivatives. The Company has no agreements or understandings with any person as to additional financing.

At March 31, 2014 the Company had cash of $11,528 (December 31 2013: $55,161) and working capital of negative $271,208 (December 31, 2013: negative working capital of $103,387). Total liabilities as of March 31, 2014 were $354,572 (December 31, 2013: $228,067).

The Company intends to continue finance activities by raising capital through the equity markets and special purpose placements.

35 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

On June 5, 2013, Aurora Gold Corporation (the “ Registrant ”), pursuant to the provisions of Rule 477 promulgated under the Securities Act of 1933, as amended, filed a Pre-Effective Amendment No.1 to withdraw the Registration Statement on Form S-1, File No. 333-185908 (the “ Registration Statement ”), to deregister all of the 27,000,000 shares (the “ Shares ”) of the Registrant’s common stock, par value $0.005, originally registered pursuant the Registration Statement on behalf of the Selling Shareholder named therein. The Registration Statement has not been declared effective; accordingly, none of the Shares have been or will be offered pursuant to the Registration Statement. The Registrant confirms its understanding that the fee paid upon the filing of the Registration Statement will not be refunded.

In October 2011 the Company filed a Registration Statement on Form S-1 offering up to a maximum of 10,000,000 units of the Company's securities at an offering price of $0.50 per Unit in a direct public offering, without any involvement of underwriters or broker-dealers. Each Unit consists of one (1) share of common stock at a $0.005 par value per share and one (1) Stock Purchase Warrant. Each full Warrant entitles the holder to purchase one additional share of common stock at a price of $1.00 for a period of two years commencing November 1, 2011 through October 31, 2013. The Units will be sold by the Chief Executive Officer and Chief Financial Officer. A Notice of Effectiveness was issued April 25, 2012. The offer was deregistered on January 7, 2013 and none of the shares registered were sold under the Registration Statement.

During April 2012, the Company entered into a debt settlement agreement for $18,000 in accounts payable which was settled for 60,000 shares of common stock at an issue price of $0.30 per share.

The general business strategy is to acquire mineral projects either directly or through the acquisition of operating entities. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the USA and applicable to a going concern concept, which contemplates the realization of assets and the satisfaction of liabilities and commitments during the normal course of business. As discussed in note 1 to the interim consolidated financial statements, the Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and during March 31, 2014 operating activities used cash of $144,965 (December 31, 2013: $3,414,198). The Company requires additional funds to meet the Company obligations and maintain the operations. The Company may not have sufficient working capital to (i) pay administrative and general operating expenses through December 31, 2014 and (ii) to conduct preliminary exploration programs. Without cash flow from operations, the Company may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on the properties. While the Company may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of the properties, there is no assurance that any such activity will generate funds that will be available for operations. Failure to obtain such additional financing may result in a reduction of interest in certain properties or an actual foreclosure of interest. The Company has no agreements or understandings with any person as to such additional financing.

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

36 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Cash Flow

Cash flow for the three months ended March 31, 2014 versus three months ended March 31, 2013 was as follows:

Operating activities:

The Company used cash of $144,965 (March 31, 2013: $745,385). Changes in prepaid expenses and other assets resulted in a increase of $2,317 during the period (increase during March 31, 2013: $128,777) and changes in accounts payable and accrued expenses (including related party) resulted in an increase in cash of $126,505 (March 31, 2013: increase in cash of $136,578).

Investing Activities:

During the period the Company invested $14,355 in the purchase of equipment for exploration activities (March 31, 2013: $61,768).

Financing Activities:

There were no financing activities during the three months ended March 31, 2014.

During April 2012, the Company entered into a debt settlement agreement for $18,000 in accounts payable which was settled for 60,000 shares of common stock at an issue price of $0.30 per share.

37 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Dividends

The Company has neither declared nor paid any dividends on its’ Common Stock. The Company intends to retain earnings to finance growth and expand operations and does not anticipate paying any dividends on common stock in the foreseeable future.

Asset-Backed Commercial Paper

The Company has no asset-backed commercial paper.

Fair Value of Financial Instruments and Risks

The carrying value of cash, accounts payable, accrued expenses and advances payable (including those amounts owing to related parties) approximate their fair value because of the short-term nature of these instruments.

Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

The Company operates outside of the United States of America (primarily in Brazil) and is exposed to foreign currency risk due to the fluctuation between the currency in which the Company operates in and the U.S. dollar in which the operations are reported.

38 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Share Capital

At October 20, 2014, the Company had:

Authorized share capital of 300,000,000 (December 31, 2013: 300,000,000) common shares with par value of $0.005 each

53,588,990 common shares were issued and outstanding (December 31, 2013: 51,188,990).

1,930,000 (December 31, 2013: 1,930,000) stock options were outstanding under the incentive stock option plan. The stock options are exercisable at prices ranging from $0.25 to $0.60 per share, with expiry dates ranging from October 10, 2016 to April 9, 2017. If the holders were to acquire all 1,930,000 (December 31, 2013: 1,930,000) shares issuable upon the exercise of all incentive stock options outstanding, the Company would receive an additional $779,500 (December 31, 2013: $779,500).

3,760,000 warrants exercisable at between $0.07 and $0.15 and expiring between February and March, 2016 were outstanding (December 31, 2013: nil).

Approve a change of the par value of the shares of common stock of Aurora from a pre-consolidated par value of $0.001 per share to an amended par value of $0.005 per share; and

Section 228 of the Delaware General Corporation Law and the By-laws of Aurora provide that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if stockholders holding at least a majority of the voting power sign a written consent approving the action. On July 24, 2013, the board of directors of Aurora approved and recommended the Resolutions. Subsequently, the holders of a majority of the voting power signed and delivered to Aurora written consents representing at least 57.4% of the voting shares of common stock approving the Resolutions, in lieu of a meeting. Since the holders of the required majority of shares of common stock have approved the Resolutions, no other votes are required or necessary and no proxies are being solicited with this Information Statement. Aurora has obtained all necessary corporate approvals in connection with the Resolutions and your consent is not required and is not being solicited in connection with the approval of the Resolutions. The Information Statement was furnished solely for the purpose of informing stockholders in the manner required under the Securities Exchange Act of 1934 of these corporate actions before they take effect. The Resolutions will not become effective until (i) the date the Company receives confirmation from FINRA regarding the approval and effective date of the corporate action, or, (ii) such later date as approved by the board of directors, in its sole discretion. The Certificate of Amendment will be filed with the Secretary of State of Delaware and became effective October 22, 2013.

39 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

In October 2011 the Company filed a Registration Statement on Form S-1 offering up to a maximum of 10,000,000 units of the Company's securities at an offering price of $0.50 per Unit in a direct public offering, without any involvement of underwriters or broker-dealers. Each Unit consists of one (1) share of common stock at a $0.005 par value per share and one (1) Stock Purchase Warrant. Each full Warrant entitles the holder to purchase one additional share of common stock at a price of $1.00 for a period of two years commencing November 1, 2011 through October 31, 2013. The Units will be sold by the Chief Executive Officer and Chief Financial Officer. A Notice of Effectiveness was issued April 25, 2012. The offer was deregistered on January 7, 2013 and none of the shares registered were sold under the Registration Statement.

Market Risk Disclosures

The Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes during the periods ended March 31, 2014 and 2013 and the subsequent period to October 20, 2014.

Off-balance Sheet Arrangements and Contractual Obligations

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

Application of Critical Accounting Policies

The accounting policies and methods utilized in the preparation of the consolidated financial statements determine how the Company reports the financial condition and results of operations and may require management to make estimates or rely on assumptions about matters that are inherently uncertain. The accounting policies are described in Note 2 to the December 31, 2013 consolidated financial statements. The accounting policies relating to mineral property and exploration costs, depreciation and amortization of property, plant and equipment and stock-based compensation are critical accounting policies that are subject to estimates and assumptions regarding future activities.

In 2007, the Company's Board of Directors approved the 2007 Stock Option Plan (amended September 29, 2008) (“the Plan”) to offer an incentive to obtain services of key employees, directors and consultants of the Company. The Plan provides for the reservation for awards of an aggregate of 10% of the total shares of Common Stock outstanding from time to time. No Plan participant may receive stock options exercisable for more than 500,000 shares of Common Stock in any one calendar year. Under the Plan, the exercise price of an incentive stock option must be at least equal to 100% of the fair market value of the common stock on the date of grant (110% of fair market value in the case of options granted to employees who hold more than 10% of the Company's capital stock on the date of grant). The term of stock options granted under the Plan is not to exceed ten years and the stock options vest immediately upon granting. The total fair value of options granted for during the reporting period are expensed in full as options are vested in full on grant. The fair value of options are determined using the Black Scholes option pricing model that takes into account the exercise price, the expected life of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield (nil assumed) and the risk free interest rate for the term of the option. Due to the fact that the Company has not had significant options granted to develop historical data to provide a reasonable basis to estimate Management utilizes the simplified method.

Buildings and equipment are carried at cost (including development and preproduction costs, capitalized interest, other financing costs and all direct administrative support costs incurred during the construction period, net of cost recoveries and incidental revenues), less accumulated depletion and depreciation including write-downs. Following the construction period, interest, other financing costs and administrative costs are expensed as incurred.

Buildings and equipment utilized directly in commercial mining activities are depreciated, following the commencement of commercial production, over their expected economic lives using either the unit-of-production method or the straight-line method.

Depreciation is provided over the following useful lives:

-	Vehicles	5 years
-	Office equipment, furniture and fixtures	2 to 10 years
-	Mining equipment	10 years

40 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

The Company reviews the carrying values of its buildings and equipment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Impairment is considered to exist if total estimated future cash flows, or probability-weighted cash flows on an undiscounted basis, are less than the carrying value of the assets.

An impairment loss is measured and recorded based on discounted estimated future cash flows associated with values beyond proven and probable reserves and resources. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable future cash flows that are largely independent of cash flows from other asset groups. Generally, in estimating future cash flows, all assets are grouped at a particular property for which identifiable cash flows exist. Buildings and equipment utilized directly in commercial mining activities are depreciated, following the commencement of commercial production, over their expected economic lives using either the unit-of-production method or the straight-line method.

Exploration costs are charged to operations as incurred until such time that proven reserves are delineated. 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, 2013 and 2012, the Company did not have proven reserves. Exploration activities conducted jointly with others are reflected at the Company's proportionate interest in such activities.

The Company reviews the carrying values of its mineral properties on a regular basis by reference to the project economics including the timing of the exploration and/or development work, the work programs and the exploration results experienced by the Company and others. The review of the carrying value of any producing property will be made by reference to the estimated future operating results and net cash flows. When the carrying value of a property exceeds its estimated net recoverable amount, provision is made for the decline in value.

Estimated costs related to site restoration programs during the commercial development stage of the property are accrued over the life of the project.

US GAAP requires 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 management determines there has been impairment then management is required to write-down the recorded value of the property, plant and equipment, which reduces earnings and net assets.

41 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Related Party Transactions

The proposed business raises potential conflicts of interests between certain officers and directors of the Company. Certain directors are directors of other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors may have a conflict of interest in negotiating and concluding terms regarding the extent of such participation. In the event that such a conflict of interest arises at a meeting of the directors, 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 exposure and the 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 unaware of the existence of any conflict of interest as described herein.

Other than as disclosed below, during the periods ended March 31, 2014, and March 31, 2013, none of our current directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any former directors, senior officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect the Company.

There have been no transactions or proposed transactions with officers and directors during the last two years to which the Company is a party except as follows:

During three month period ended March 31, 2014, consulting fees of $94,000 (March 31 2013: $105,000) were incurred to directors and officers of the Company and its subsidiary. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties. Coresco also charged for geophysical consulting activities and other exploration management fees for a total of $16,000 during the three months ended March 31, 2014 (March 31, 2013: $31,500).

Included in accounts payable (related parties) and advances payable (related party) at March 31, 2014 is $137,300 (March 31, 2013: $148,049) payable to officers and directors of the Company for consulting fees and various expenses incurred on behalf of the Company.

42 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

CURRENT OUTLOOK

General Economic Conditions

Current problems in credit markets and deteriorating global economic conditions have lead to a significant weakening of exchange traded commodity prices, including precious and base metal prices. Volatility in these markets is also high. It is difficult in these conditions to forecast metal prices and demand trends for products to be produced if mining operations were current. Credit market conditions have also increased the cost of obtaining capital and limited the availability of funds. Accordingly, management is reviewing the effects of the current conditions on our business.

It is anticipated that for the foreseeable future, the Company will rely on the equity markets and Option and Warrant holders to meet financing requirements and continue to enter into debt settlements to preserve the Company’s capital reserves. The Company will also consider entering into joint venture arrangements to advance its properties if a suitable opportunity presents.

Capital and Exploration Expenditures

The Company is reviewing capital and exploration spending in light of current market conditions. As a result of our review, the Company may curtail a portion of our capital and exploration expenditures during 2014.

The Company is currently concentrating our exploration activities in Brazil and examining data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage.

Plans for Next Twelve Months

The planned activity for 2014 year is as follows:

The properties are currently in care and maintenance and subject to financing, the Company intends to concentrate exploration activities on the Brazilian Tapajos properties and examine data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage in other South American countries. Additional contractors and consultants may be hired on as and when the requirement occurs.

43 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Two grids were cut through the Fofoca west extension area and the area encompassing the Toucano gold occurrence. These areas were systematically sampled and results showed numerous and extensive zones of anomalous gold mineralization. Assays were submitted for ICP Multi element analysis and results contoured onto plans for review. The results are being analysed for their patterns as related to classic deposit types for the region. The strong variance in the copper anomalism noted between the Toucano grid and the Fofoca grid will be reviewed in relation to the possible timing of mineralizing events at project scale and compared to similar styles within the Tapajos region. The dispersion of the elements has greatly aided the morphological understanding of the lithologies of the project area, and will assist the technical team in targeting subsurface follow up work during the 2014 season. Subsurface exploration will include trenching and follow up drilling at both the Fofoca resource area and the initial drill testing at the Toucano gold occurrence. The technical team are confident that the numerous gold occurrences on the Sao Domingo property will be related to each other and that important path finder elements and structures will lead to more drill targets. The anticipated results should delineate further areas for alluvial/elluvial mining and bulk sampling targets, as well as provide further resource ounces at Toucano to compliment the current and expected increased resources at Fofoca.

The Company has set up a field operations center at the Sao Domingos property and intend to continue to focus exploration activities on anomalies associated with the Sao Domingos property. During 2013 the Company acquired approximately 60 acres of land on the fringe of the Sao Domingo town ship and constructed an additional field base to house and service the increased staff and equipment. The new field camp is located approximately 2 kilometers from the Sao Domingo technical office which is located in town center of Sao Domingo. The Company selected the Săo Domingos property based on its proximity to the other properties, and the logistics currently in place. Access to the Săo Domingos property is by light aircraft to a well-maintained strip, by road along the government maintained Trans Garimpeiro highway, and by boat along the multitude of waterways in the Amazon Basin.

44 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Aurora is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

ITEM 4 – CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of senior management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act. As previously reported under Item 9A in the Annual Report on Form 10-K for the year ended December 31, 2013 (the “Annual Report”), we had numerous deficiencies in our disclosures controls as of December 31, 2013. In the Annual Report we described the remediation efforts we have begun to undertake in order to correct such deficiencies. As of March 31, 2014, the deficiencies described in the Annual Report still existed since the remediation efforts had not yet been fully implemented as of such date.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal controls over financial reporting or in other factors during the fiscal quarter ended March 31, 2014 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date we carried out our most recent evaluation. As previously reported in Item 9A of the Annual Report, we had numerous material weaknesses in our internal control over financial reporting as of December 31, 2013. In the Annual Report we described the remediation efforts we have begun to undertake in order to correct such material weaknesses. As of March 31, 2014, the material weaknesses described in the Annual Report still existed since the remediation efforts had not yet been fully implemented as of such date.

45 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

Aurora is not a party to any pending legal proceedings and, to the best of Aurora’s knowledge, none of Aurora’s assets are the subject of any pending legal proceedings.

ITEM 1A – RISK FACTORS

Aurora is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company did not make any repurchases of securities during the quarter nor the subsequent period through October 20, 2014.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

During the quarter, no material default has occurred with respect to any indebtedness of the Company. Also, during this quarter, no material arrearage in the payment of dividends has occurred.

ITEM 4 – MINING SAFETY DISCLOSURES

There are no current mining activities at the date of this report.

ITEM 5 – OTHER INFORMATION

None.

46 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

ITEM 6 – EXHIBITS

All Exhibits required to be filed with the Form 10-K are included in this annual report or incorporated by reference to the Companies previous filings with the SEC which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-24393 98720970.

Exhibit	Description	Status
3.1.1	Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB	Filed
3.1	Certificate of Amendment to the Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB	Filed
3.1	Certificate of Restoration and Renewal of Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB	Filed
3.1.2	Certificate of Amendment to the Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB	Filed
3.1.3	Certificate of Restoration and Renewal of Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB	Filed
3.2.1	By-laws incorporated by reference to the registration statement on Form 10SB	Filed
3.2.2	Amended and Restated By-laws incorporated by reference to the registration statement on Form 10SB	Filed
4.1	Form of Subscription Agreement incorporated by reference to the Post-Effective amendments for registration statement on Form S-1	Filed
4.2	Form of Series A Warrant incorporated by reference to the Post-Effective amendments for registration statement on Form S-1 filed	Filed
4.3	Debt Settlement Agreement with Samba Minerals Limited incorporated by reference to the registration statement on Form S-1 filed	Filed
4.4	Form of Debt Settlement Agreement with Axino AG, Heroe Investments Inc, Jolanda Investments Ltd, Gemeinhardt GmbH, Lars Pearl and WS Marketing GmbH. incorporated by reference to the registration statement on Form S-1	Filed
10.1	Consulting Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation incorporated by reference to the registration statement on Form SB	Filed
10.1	Services Agreement (the “LP Services Agreement”) with Lars Pearl, the Company’s Chief Executive Officer, pursuant to which Mr Pearl will serve as the Company’s Chief Executive Officer.	Filed
10.1	Services Agreement (the “AS Services Agreement”) with Agustin Gomez de Segura, the Company’s Chairman and sole independent director, pursuant to which Mr Segura will serve as the Company’s Chairman and independent director.	Filed
10.2	Confidentiality Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation incorporated by reference to the registration statement on Form SB	Filed
10.3	Assignment of Novo Porto and Santa Clara Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB	Filed
10.4	Novo Porto Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB	Filed
10.5	Declaration of Translator for translation of Porto Novo Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB	Filed
10.6	Novo Porto Option Agreement incorporated by reference to the Form 10-KSB	Filed
10.7	Declaration of Translator for translation of Novo Porto Option Agreement from Portuguese to English Corporation incorporated by reference to the Form 10-KSB	Filed
10.8	Santa Clara Memorandum of Understanding incorporated by reference to the registration statement on Form SB filed	Filed
10.9	Declaration of Translator for translation of Santa Clara Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed	Filed
10.10	Assignment of Ouro Mil Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB	Filed

47 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Exhibit

Description

Status

10.11	Ouro Mil Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB filed	Filed
10.12	Declaration of Translator for translation of Ouro Mil Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB	Filed
10.13	Ouro Mil Option Agreement incorporated by reference to the Form 10-KSB	Filed
10.14	Declaration of Translator for translation of Ouro Mil Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB	Filed
10.15	Assignment of Sao Domingos Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB	Filed
10.16	Sao Domingos Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB	Filed
10.17	Declaration of Translator for translation of Sao Domingos Memorandum of Understanding from Portuguese to English incorporated by reference to the registration statement on Form SB	Filed
10.18	Săo Domingos Option Agreement incorporated by reference to the Form 10-KSB	Filed
10.19	Declaration of Translator for translation of Săo Domingos Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB	Filed
10.20	Santa Isabel Option Agreement incorporated by reference to the Form 10-KSB	Filed
10.21	Declaration of Translator for translation of Santa Isabel Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB	Filed
10.22	Săo Joăo Option Agreement incorporated by reference to the Form 10-KSB	Filed
10.23	Declaration of Translator for translation of Săo Joăo Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB	Filed
10.24	Piranhas Memorandum of Understanding incorporated by reference to the Form 10-KSB	Filed
10.25	Declaration of Translator for translation of Piranhas Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-KSB	Filed
10.26	Branca de Neve Memorandum of Understanding incorporated by reference to the Form 10- QSB	Filed
10.27	Declaration of Translator for translation of Branca de Neve Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB	Filed
10.28	Bigode Memorandum of Understanding incorporated by reference to the Form 10-QSB	Filed
10.29	Declaration of Translator for translation of Bigode Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB filed	Filed
10.30	Santa Lucia Memorandum of Understanding incorporated by reference to the Form 10-QSB	Filed
10.31	Declaration of Translator for translation of Santa Lucia Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB	Filed
10.34	Settlement Agreement dated as of August 9, 2007 between the Company and Luis Mauricio incorporated by reference to the Form SB-2	Filed
10.35	Form of Subscription Agreement between the Selling Stockholders and the Company incorporated by reference to the Form SB-2	Filed
10.36	Comandante Araras Memorandum of Understanding incorporated by reference to the Form 10-KSB	Filed
10.37	2007 Stock Option Plan incorporated by reference to the Form 10-KSB	Filed
10.38	Asset Purchase Agreement dated June 15, 20102010 incorporated by reference to the registration statement on Form S-1/A	Filed
10.39	Asset Purchase Agreement dated June 14, 2011 incorporated by reference to the 8-K
31.1 31.2	Certification of Chief Executive Officer pursuant to Section 302 Certification of Chief Financial Officer pursuant to Section 302	Included Included

48 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

Exhibit

Description

Status

32.1 32.2	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Included Included
99.1	Corporate Governance Principles incorporated by reference to the Form 10-KSB filed on March 25, 2004 (SEC File No. 000-24393- 04689262).	Filed
101*	Financial statements from the quarterly reports on Form 10-Q of Aurora Gold Corporation for the quarter ended May 31, 2013, 2012 and beyond are formatted in XBRL: (i) the Balance Sheets, (ii) the Statements of Operations; (iii) the Statements of Cash Flows, and (iv) the Statements of Stockholders’ Equity (Deficit). * In accordance with Rule 406T of Regulation S-T, the XBRL (“eXtensible Business Reporting Language”) related information is furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.	Included
101.INS	XBRL Instance Document	*
101.SCH	XBRL Taxonomy Extension Schema	*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	*
101.DEF	XBRL Taxonomy Extension Definition Linkbase	*
101.LAB	XBRL Taxonomy Extension Label Linkbase	*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	*

* Filed Herewith

49 | AURORA GOLD CORPORATION

AURORA GOLD CORPORATION

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2014

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, Aurora Gold Corporation has caused this report to be signed on its behalf by the undersigned duly authorized person.

AURORA GOLD CORPORATION

/s/ Lars Pearl

Name: Lars Pearl

Title: President and CEO

Principal Executive Officer

/s/ Ross Doyle

Name: Ross Doyle

Title: CFO

Principal Financial Officer

/s/ Agustin Gomez de Segura

Name: Agustin Gomez de Segura

Title: Director

Dated: October 20, 2014

50 | AURORA GOLD CORPORATION

AURORA GOLD CORP 10-Q