for personal use only · exploration success for aurora minerals has been reflected in a healthy...

2009AnnuAl RepoRt

AURORA MINERALS LIMITEDACN 106 304 787

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Dear Shareholders

This past year has been a challenging one for all mineral exploration companies, including Aurora Minerals, and I am pleased to report that the response by your Company, in limiting costs while continuing its strategic exploration, is now producing exciting results.

The Board of Aurora Minerals quickly addressed the impact of the Global Financial Crisis by implementing an efficiency drive, culminating in significant cost savings. Aurora moved to a combined office/warehouse facility at a new location, Belmont, 15 minutes from the Perth CBD, and the Directors and consultants to the Company all took significant fee reductions at that time.

Aurora’s Field Exploration in 2009This cost management, together with the large volume of results from the very busy field exploration programs during 2008, enabled Aurora to continue its strategy of value-added exploration into 2009, focusing on discovery of high-grade mineral deposits.

In late November 2008, high-grade manganese mineralization was discovered by Aurora’s geological team in the southeastern part of its Capricorn Project, central Western Australia. Regional prospecting in 2009 has expanded the original discovery, which appears to occur as a series of pods and lenses, with individual rock-chip grades up to 55% Mn, within a strike of 53kms, and with further 42kms of favorable sedimentary sequence still to be prospected. At the Mango 9 prospect surface sampling assayed 40.4% Mn over a 16m wide section, including 6m at 51.8% Mn.

Manganese is a key ingredient in the manufacture of steel, and annual world consumption is of the order of 38mt of mined product. Prices have risen in the past year as has demand for high-grade (+42% Mn) product, mostly driven by China.

In August 2009 Aurora raised $2,632,250 before expenses from placement of 10,529,000 shares at $0.25, which took the Company’s cash balance to a healthy $6m.

Exploration success for Aurora Minerals has been reflected in a healthy share-price of $0.45 at the date of this report.

Focused exploration at other Projects has also continued. The large volume of results generated by last year’s ground-based exploration at the Capricorn (Talga Fault) Project identified several areas of anomalous base metals geochemistry, which are intended to be followed-up with a view to drill target identification. Prospecting for gold commenced at Aurora’s Camel Hills Project, and at Camel Hills South for magnetite iron ore, base metals and hard-rock uranium; and at the Glenburgh Project for hard-rock uranium.

This puts Aurora in a good position going forward into 2010, in particular to progress our manganese discovery through drilling.

Desert Energy Limited (Aurora holds 52% equity)In June 2009 Aurora Minerals sold its 100% subsidiary Dawn Metals Limited to Desert Energy Limited for a consideration of $400,000 plus shares in Desert Energy, increasing Aurora Minerals holding in Desert Energy to 52%. Dawn Metals holds a number of exploration licences and exploration licence applications over ground mostly located in the northeast Yilgarn Region of Western Australia, with potential for calcrete-hosted uranium mineralization.

This transaction, overwhelmingly approved by the shareholders of both companies, significantly increases Desert Energy’s presence in the Yeelirrie region of Western Australia, the richest calcrete uranium province in the world. Aurora benefits from its increased interest in a dedicated uranium explorer, Desert Energy.

This focus by Desert Energy on uranium in Western Australia was vindicated when, in November 2008, the State Government changed the exisiting policy to now allow uranium mining in Western Australia. One consequence was the announcement, by BHP-Billiton, of plans to develop its Yeelirrie deposit and an upgrade in the deposit potential to 150,000 tonnes of U

3O8.

Desert Energy has been very active drilling targets within six projects, with another five projects planned for drill testing in the coming months. The majority of these projects are in the Yeelirrie region. Desert Energy’s exploration model has been effective in finding anomalous uranium in calcrete previously undiscovered due to sand cover. Cost-effective, wide-spaced reconnaissance drilling is enabling the Company to test a large number of projects/targets, increasing the chances of finding an economic uranium deposit.

Aurora Minerals has shown itself to be one of Western Australia’s busiest junior minerals exploration groups. It is a credit to the Directors’ imagination and hard work that we can be considered as one of the true “greenfield explorers”, developing models and projects in areas where little or no previous exploration has taken place. This “first-mover” advantage could become the key determinant in generating shareholder returns.

My thanks to the entire Aurora Minerals team for its efforts.

Phillip JacksonChairman

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contents

OPERATIONS REvIEW ..........................................................................................................................................PAGE 1

DIRECTORS’ REPORT ........................................................................................................................................PAGE 13

INCOME STATEMENT ...........................................................................................................................................PAGE 21

BALANCE SHEET ..................................................................................................................................................PAGE 22

STATEMENT OF CHANGES IN EQUITY ...............................................................................................................PAGE 23

STATEMENT OF CASH FLOWS ............................................................................................................................PAGE 24

NOTES TO THE FINANCIAL STATEMENTS..........................................................................................................PAGE 25

DIRECTORS’ DECLARATION ................................................................................................................................PAGE 46

INDEPENDENT AUDIT REPORT TO THE MEMBERS .........................................................................................PAGE 47OF AURORA MINERALS LIMITED

AUDITORS INDEPENDENCE LETTER .................................................................................................................PAGE 49

CORPORATE GOvERNANCE STATEMENT .........................................................................................................PAGE 50

SHAREHOLDER INFORMATION ..........................................................................................................................PAGE 54

MINERAL TENEMENT INFORMATION .................................................................................................................PAGE 56

RISKS .....................................................................................................................................................................PAGE 58For

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AuRoRA MIneRAlS lIMIteD ANNUAL REPORT 2009

operationsRepoRt 2009

The year 2009 has seen Aurora Minerals build on the extensive work carried out by the Company in previous years.

In 2006 - 2007 the Company used its large geotechnical, geophysical and geochemical databases to acquire one of the largest exploration project portfolios in Western Australia. These projects are highly prospective for base metals, manganese, uranium, gold, iron ore, nickel and PGE. 2007 and 2008 saw the company identify targets for follow up prospecting and sampling from this data plus its extensive detailed airborne geophysical surveys and busy field programs of rock chip and soil sampling.

Twenty three of the Company’s exploration licenses have now been granted by the Western Australia Department of Minerals and Petroleum.

Aurora Minerals has seven projects in Western Australia:Capricorn Southeast – manganeseCapricorn Talga Fault – base metalsCamel Hills North – goldCamel Hills South – base metals, magnetite iron ore, hard-rock uranium, nickel-PGEGlenburgh – hard-rock uraniumBerringarra – copper-nickel-PGEWellstead – magnetite iron ore

Capricorn South East - Manganese and Base Metals Project The project consists of 16 exploration license applications within Aurora’s large Capricorn Project located in the southern Pilbara Region of central Western Australia. The manganese potential mineralized horizons strike for about 95kms along the southern margin of one of a series of sub-basins comprising the northwestern arm of the mid-Proterozoic aged Bangemall Basin. The area has been sub-divided into West-Of-Road, East-Of-Road, Far East and Even-Further-East Areas for prospecting purposes.

Regional scale exploration by the Geological Survey of Western Australia (GSWA) had identified anomalous manganese values in stream sediment samples over a 30km strike and this led Aurora to explore this rugged part of the Bangemall Basin.

Reconnaissance prospecting by Aurora in late 2008 to investigate these anomalous manganese stream sediment values discovered significant zones of outcropping manganese mineralization with rock-chip samples assaying up to 47% Mn.

These initial results were received in January 2009 and announced to the ASX. Results and updates of Aurora’s subsequent prospecting campaigns have been released as a series of announcements to the ASX progressively throughout 2009.

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RepoRt 2009 Cont…

operations

East-Of-Road Results

Follow-up field investigations in April-May this year identified more high-grade massive manganese oxide outcrops over a 15km strike east of the main Mount Augustus to Dooley Downs road. Detailed surface sampling across the Mango 9 prospect averaged 40.4% Mn over a 16m section, including 6m averaging 51.8% Mn, and at the Mango 4 prospect averaged 33.5% Mn over a 10m section.

West-Of-Road Results

Reconnaissance sampling in May-June was designed to prospect the approximately 19kms strike of the favorable horizon west of the road, and to test for parallel mineralized zones within the sedimentary sequence. Aurora’s results identified many high-grade massive manganese oxide occurrences within three parallel sedimentary sequences, with rock-chip samples assaying up to 56.5% Mn.

Far East Results

Continued prospecting in July and August extended the zone of high-grade mineralization for another 19kms to the east in the Far East Area. Forty-six of 262 rock-chip samples collected assay over 40% Mn with a high of 55.1% Mn. Prospecting also discovered a fourth manganese mineralized horizon 100m to 200m north of the original mineralized horizons. Eight samples from a 2.4km long section ranged from 22.9 to 47.1% Mn, averaging 37% Mn.F

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operationsRepoRt 2009 Cont…

Aurora has now identified high-grade manganese mineralization within three parallel sedimentary sequences forming a corridor approximately 500m to 1.5km wide over a strike of 53kms. The potentially mineralized sedimentary sequence continues eastward for an additional 42kms and is still to be prospected in the Even-Further-East Area.

Details of Mineralisation

Published geologic mapping and Aurora’s prospecting has identified a thick sequence of shales, siltstones and cherts of the mid-Proterozoic Ullawarra Formation, intruded by laterally persistent dolerite sills which split the sediments into three sequences, each 50 to 300m wide, and informally termed Lower, Middle and Upper.

In the Far East Area a fourth mineralized horizon has been discovered lying 100m to 200m north of the Upper sequence at Mango 116 prospect. So far this has been found to be present over the entire 8kms between Mango 116 and Mango 111 prospects, and may extend throughout the 95km long Project.

In the West-Of-Road Area the sediments are folded about NW-SE axes, but overall the beds dip 400 to the northeast. In East-Of-Road and Far East Areas the sequence is more linear, striking around NW-SE with dips varying from 600 to 300 to the NE. The strike changes to more East-West in Far East and Even-Further-East Areas.

Massive to semi-massive manganese oxide mineralization occurs as a series of semi-continuous parallel bands or horizons, individually from a few centimeters up to 5m wide and may be several hundred meters in strike length, and locally as pods and lenses up to tens of meters wide on surface, often within wider zones of manganese-bearing host siltstones and shales.

Mango 21 Prospect

The Upper Ullawarra sequence forms a broad southeast plunging anticline with shales on both limbs grading to siltstones around the hilly fold nose area. Several beds of massive manganese oxide crop out over a 3.5km strike of the northern limb and around the fold nose where they appear to thicken in the fold hinge zone. Nine rock-chip samples from the massive beds assayed between 32 and 50.9% Mn over individual widths of 0.5 to 3m.

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Mango 9 Prospect

Mango 9 is the site of Aurora’s original high-grade discovery in late 2008. At the time, only a limited number of samples were taken. Initial follow-up in April 2009 identified massive manganese oxides forming strike-parallel lenses and pods within Upper Ullawarra sequence along the crest of a NW-SE ridge; four lenses between 70m and +200m long are strung over a 550m zone mapped, and were observed to continue beyond this. Widths on surface are 10m to 25m but true thickness may be less. The sequence dips at 40° to the north east and the down dip extent of the manganese mineralisation is unknown at this stage.

Continuous 2m horizontal channel samples collected from a traverse across the strike of the southernmost massive manganese oxide lens averaged 40.4% Mn over a 16m section, including 6m averaging 51.8% Mn. Grab samples from two other lenses assayed between 29.5% and 41.4% Mn.

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Mango 4 Prospect

The Mango 4 prospect lies 3.5km along strike to the northwest of Mango 9. At Mango 4, two massive manganese oxide lenses were outlined, the northwestern one continuing beyond the mapping. Two-meter horizontal channel sampling across the southeastern lens averaged 33.5% Mn over a 10m section. A grab sample from the northwestern lens ran 21.5% Mn.

Future Exploration

Regional prospecting is continuing throughout the West-Of-Road, East-Of-Road and Far East Areas as infill on the three known (Lower, Middle and Upper) mineralized sequences, and to further define the possible fourth manganese mineralised horizon. First-pass prospecting has commenced on the remaining 9km strike of Far East Area and will then continue eastwards into the Even-Further-East-Area.

Fifty-seven individual prospects have so far been identified, and detailed follow-up prospecting, sampling and mapping is in progress for drill-hole location.

Drill testing of suitable targets is planned following grant of tenements, receipt of all relevant permits and Heritage clearance surveys.

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Manganese: Use, Demand and Market

Manganese is a key ingredient in the manufacture of steel and annual world consumption is of the order of 38mt mined product. Prices have risen in the past year as has demand for high-grade (+42% Mn) product, mostly driven by China.

There are three major producers in Australia: BHP-Billiton at Groote Eylandt (NT), OM Holdings at Bootu Creek (NT) and Palmary at Woodie Woodie in the Kimberley region of Western Australia. Aurora believes its Capricorn Southeast Project has similarities to Bootu Creek and Woodie Woodie in that both of these operations mine from several deposits as a series of pods and lenses of massive manganese oxides over a strike length of approximately 20kms.

Capricorn (Talga Fault) Project - Base Metals

The Capricorn Project in central Western Australia covers the northwestern part of the mid Proterozoic aged Bangemall Basin including 150kms of strike of the Talga Fault, a major basin-margin fault zone, and a further 80km strike of interpreted fault extensions to the southeast. Sedimentary rocks of the basin are shallow dipping on the Pingandy Shelf to the north of the Talga Fault and more steeply dipping, compressed and folded in the Edmund Fold Belt to the south.

The Capricorn Project consists of 41 tenements, 18 of which have been granted.

Aurora is exploring the Talga Fault for

• Base metal massive sulphide deposits, such as the large lead-zinc-silver deposits of the northwesternQueensland and the Northern Territories (HYC, Century, Lady Loretta, Mt Isa and Hilton/George Fisher)

• MtIsastylereplacementcopperdeposits

• Stratabounduraniumdeposits,suchastheAthabascaBasin(Canada)andRanger(NorthernTerritories)

• High grademanganese deposits of theWoodieWoodie (Western Australia) and Bootu Creek (NorthernTerritories) style

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Aurora Minerals Exploration Program 2007-2008

Aurora contracted a geophysical survey company to conduct a vTEM (versatile Time Domain Electromagnetic) survey over the entire length of the Talga Fault in late 2007. Significant numbers of electrical conductive rock units were detected which may signal the presence of carbonaceous shales or possibly base metal massive sulphide deposits.

Prospecting and surface sampling were conducted throughout the 2008 field season with rock-chip and soil samples collected over vTEM and other targets, and analysed for a suite of elements including base metals.

Aurora Minerals Exploration Program 2009

Three main prospect areas (The Knot, Jessicas and Minnierra) were identified as having anomalous base metals geochemistry and co-incident vTEM anomalies and further assessment is underway.

Ground assessment commenced at The Knot prospect but has been put on hold due to the discovery of high-grade manganese mineralization in the southeast of the large Project area in late 2008 (see previous section).

Camel Hills North - Gold

The northern Camel Hills project area is located in the southern Gascoyne Region of central Western Australia. It comprises one granted exploration licence (E52/1961) and eight applications which cover the westernmost 80kms strike of the 150km long Errabiddy Shear Zone (ESZ). F

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The ESZ was created by the collision of the Gascoyne Metamorphic Complex in the north and the Archean Yilgarn Craton to the south, in the early-mid Proterozoic. The ESZ trends ENE and varies from 13km wide in the west to 5km in the east of the project area. It consists of numerous narrow, anastomosing east and east-northeasterly trending shear zones ranging from a few metres wide to zones about 100m wide. There is a dextral sense of shear.

Medium to high-grade metamorphic rocks of the Camel Hills Metamorphic Suite are confined to the ESZ and comprise mostly pelitic schists and granite gneisses with a central calc-silicate unit. The published 1:250,000 geology map shows two late-stage granitic intrusives.

Known gold shows and stream anomalies appear to be sourced from discrete shears and quartz-rich ferruginous zones in and around the calc-silicate unit although ground work has been very limited.

Previous Exploration

Previous historic exploration includes regional, wide spaced BLEG stream sediment sampling in response to reports of visible gold being panned from creeks draining the central Camel Hills range. This outlined a series of ENE trending clusters of gold anomalies at the +0.25ppb level within the ESZ associated with calc-silicate units.

The original gold showing, Main Grid on Aurora’s ELA09/1313, appears to have been discovered in the 1980s when panning of small creeks draining the northern side of the Camel Hills range reported visible gold in 6 adjacent creeks over a strike of 1300m. Prospecting traced this to an approximately 500m wide zone containing short-strike length, ENE trending, gossanous quartz lenses and pods in a mixed lithological sequence of magnetite-quartzites, amphibolites, garnetiferous amphibolites, and granite pegmatites. Rock-chips are reported to grade up to 5.2g/t gold from a quartz gossan pod.

A separate, later exploration program outlined two parallel gold-in-soil anomalies, both 800m long at the 5ppb gold contour, with values up to 240ppb gold. This was never followed-up.

Fifteen kilometres to the East, on Aurora’s granted exploration licence E52/1961, previous exploration at the Duval Grid prospect reported visible gold from panning in eight adjacent parallel creeks over an ENE strike of 5kms, open to the East. Follow-up at the western end of this gold trend outlined a coherent gold-in-soil anomaly 850m long by up to 200m wide with visible gold in panned concentrates. Seventeen holes were apparently drilled in the area but results are unknown and not recorded.

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Aurora Minerals Exploration 2009

Aurora completed its interpretation of the northern part of its Camel Hills in early 2009. This included recently released Geological Survey of Western Australia (GSWA) aeromagnetic data for the Byro area and Aurora’s own magnetic and radiometric surveys flown in 2007-2008, as well as (limited) historic exploration data. Numerous targets for gold mineralisation were selected for follow-up prospecting and sampling including the Main Grid and Duval Grid.

In April-May, Aurora conducted a ground prospecting program over the Main and Duval gold prospects in the northern part of its Camel Hills project including trial soil sampling and extensive rock-chip sampling.

Aurora’s rock-chip results at the Main prospect assay up to 2.8g/t gold, and the soil sampling outlined a +200ppb Au anomaly at Main and a low-level gold anomaly at the +10ppb Au level at the Duval prospect, 15kms to the east.

Fourteen other gold targets remain to be prospected within the 80km strike of the ESZ in the project area.

Camel Hills South – Magnetite Iron Ore, Base Metals, Hard-rock Uranium

Twelve exploration licence applications cover a series of linear magnetite-quartzite horizons mapped by the GSWA which represent reworked Banded Iron Formation and are a target for iron-ore exploration.

In late 2008 Aurora Minerals announced the results of its first ground reconnaissance prospecting:

• Anumberofsub-parallelNNEtrendingmagnetite-quartz-grunerite(“ironformation”)ridgeswereidentified

• Gradesupto58.39%Feidentifiedinrock-chipsamples

• Magneticsindicatecombinedironformationstrikeextensionsupto50km,muchundersoilcover.

Follow-up exploration of the magnetite horizons and other targets has been delayed due to funding requirements at the Capricorn Southeast manganese discovery, however further work is planned to commence shortly.

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Other Projects

Ground-based prospecting has been postponed at the Glenburgh, Wellstead and Berringarra due to priorities elsewhere.

Aurora has relinquished its tenements comprising the Patersons and the Doolgunna Projects.

Dawn Metals Limited

Dawn Metals Limited was a 100% owned subsidiary of Aurora Minerals Limited, and holds a number of exploration licences and exploration licence applications in the northeast Yilgarn Region of central Western Australia. These have exploration potential for calcrete-hosted uranium mineralization.

The Yeelirrie uranium deposit, owned by BHP-Billiton, is also located in the northeast Yilgarn and is the largest calcrete-hosted uranium deposit in the world.

In June 2009 Dawn Metals Limited was sold to Desert Energy Limited for a consideration of $400,000 plus shares in Desert Energy, increasing Aurora Minerals holding in Desert Energy to 52%. Aurora benefits from having an increased interest in a dedicated uranium explorer with a significant exploration property position in the northeast Yilgarn Region.

Desert Energy Limited – Uranium

Aurora Minerals holds a 52% equity interest in Desert Energy Limited.

During 2008 Desert Energy continued its vigorous exploration campaign on its granted exploration licences in the northeast Yilgarn region of Western Australia. The project portfolio was considerably enhanced with the purchase of Dawn Metals Limited which holds projects in the northeast Yilgarn region. A brief summary of Desert Energy’s exploration this past year follows:

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Downs East

In late 2008 results were received from the first round of drilling at the Downs East property located 60km northwest of the large Yeelirrie uranium deposit held by BHP-Billiton.

A number of uranium anomalies were intersected in the drilling, extending over several kilometres in the initial relatively wide spaced drill program. The drilling has delineated a zone of +20ppm uranium (maximum 60ppm uranium), which may trend to the south towards a wide area of sand cover.

Desert Energy applied for additional exploration licences adjoining Downs East to cover potential extensions of the current drainage system. Interpretation indicates that these may potentially host further calcrete bodies and cover further sand covered paleodrainages, part of the Yeelirrie drainage system.

Old Station West

In late 2008 Desert Energy received the results from its first round of drilling at its Old Station West property located in the northeast Yilgarn region of Western Australia, 150km southwest of Yeelirrie.

A number of uranium anomalies extending over several kilometers were intersected in the drilling. The uranium mineralisation strikes east-west and is very consistent at a depth of between 12 and 16 meters below surface throughout the mineralised zone.

The drilling delineated an east-west zone of over 40ppm U3O8 (4 meter composite samples) up to 500m wide, open to the west across the tenement boundary where the radiometric anomaly continues and strengthens in intensity to the west for a further 10km through Desert Energy’s exploration licence application ELA58/368. This area has not yet been drill tested.

Galilee Project

The Galilee project consists of two granted exploration licenses located 26km southwest of the Yeelirrie deposit in the northeast Yilgarn region of Western Australia. The drill program in the June quarter 2009 tested the eastern 6.5km strike of the uranium-channel radiometric anomaly identified in an airborne survey conducted by Desert Energy last year, and is coincident with current drainage.

Aircore drilling was conducted on lines spaced nominally at 1,600m apart with holes spaced 400m along each line. Results were up to 22.2ppm Uranium, with 16 samples greater than 10ppm in 15 holes. These anomalous results define a coherent anomaly 3.2km long by 1.6km wide opening to an undrilled area under sand cover to the east of 1.8km wide by 5km long which may conceal buried mineralization.

From preliminary inspection of results and drill-hole logs, the anomalous uranium occurs at depths ranging from 0 to 27m, with the majority of the anomalism at depths in the range 16 to 27m. In most of the holes drilled, the anomalous uranium occurs in the bottom sample. The anomalous assay results are located both in calcrete and in the sediments beneath the calcrete.

Charlie Project

The Charlie project is located 80km west of Yeelirrie. The target is uranium mineralisation hosted by calcrete in a series of palaeo-drainage channels. Results from a detailed airborne radiometric survey flown for Desert Energy in 2007 were used to locate drill holes.

The drilling identified a large extent of calcrete, mainly hidden under extensive sand cover, over an area of 12km by 8km. Calcrete was located in between 1 and 3 zones within each hole. The maximum calcrete thickness in any one zone was 16m with the average thickness being 4m.

Uranium sample results define an anomalous zone 2.5km long by 1km wide open to the north for 4km, along the northeastern side of the tenement. This anomaly is +10ppm Uranium with a maximum of 22ppm. Six holes returned results greater than 10ppm U. The drilling delineated a zone of +10ppm uranium (maximum 22ppm uranium), which trends to the north towards a wide area of sand cover.

Other Desert Energy Projects

Drilling was conducted at the Old Station East and Texas Well Projects without sufficiently encouraging results.

New ZealandMacraes West Gold Project (Aurora 100%)Glass Earth Limited earning into 70%

Aurora Minerals has received a report on the initial exploration progress at its Macraes West Joint venture Project in the Otago District of the South Island of New Zealand. The project lies west of the 7.2Moz Macraes Gold Mine held by Oceana Gold.

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Glass Earth Reports:

“The Aurora/Glass Earth Jv land was highlighted by the Resolve airborne geophysical survey as a priority area for on-ground exploration.

In the Rock & Pillar zone, the geophysical survey revealed extensions of the Hyde-Macraes shear (host to the 7.2Moz, Macraes Gold Mine (Oceana Gold Limited)) and several other potentially mineralised shears to the south; the discovery of these features generated the delineation of the new individual projects, namely Cap Burn, Pig Burn and Cambridge Creek, three prospects which are now advancing to drilling stage. [Aurora note: Cambridge Creek lies outside of the Jv area]

In the Rough Ridge Zone, the geophysical survey exposed a district of higher magnetic affinity with a higher volcanogenic component of the metamorphic pile. This coincided with anomalous regional gold geochemistry that focused attention on new hard rock gold mineralization at the SparrowHawk anomaly.

Detailed exploration led to very encouraging surface rock chips consistently assaying between 1 and 9g/t Au, with exceptional results (up to 69.2 g/t Au) in individual outcrops.

Two drill-holes testing this occurrence have provided anomalous but sub-economic gold results to date. The drilling has highlighted the accuracy of, and assistance provided by the combination of geophysical anomalism and gold geochemistry in a new hard rock gold area. Work is on-going in the SparrowHawk area.

Glass Earth is very encouraged by its initial 12 months field work on this Jv area, with a new hard rock prospective area at SparrowHawk and three new project areas on Rough Ridge, two of which lie within the Jv area, providing focus for further exploration.”

Glass Earth Limited has now spent the required $750,000 to earn its 70% equity in the project. Aurora may now elect to fund its 30% interest share of the joint venture or dilute to 20% carried until commencement of a bankable feasibility study.

At a time in the future, prior to a decision being made on commencing a bankable feasibility study, Aurora may elect to claw back to a percentage interest in the Jv of a total of 30% by reimbursing Glass Earth an amount equal to twice what it would have spent as if it had been contributing pro-rata for its 30%.

Project Funding Strategy

Aurora’s exploration strategy in 2008-2009 was to use the large volume of results generated from its earlier exploration programs to identify targets for ground follow-up, prospecting and surface sampling in focusing on discovery of high-grade mineralization or good indications thereof.

This strategy has paid off with Aurora’s greenfields discovery of high-grade manganese mineralization in the southeast of its large Capricorn Project. Results of this and other prospecting programs were announced to the Australian Securities Exchange throughout the year.

Aurora continues to review its projects in light of exploration results received and market conditions. Those selected for continued exploration will be assigned with a view to maximizing shareholder value, either by:

• Includingitinitsexplorationbudgetsforvalueadding

• Offeredforjointventure,or

• Consideredforspinoffintoanewsecuritiesexchangefloat,orsold.

The Company will take into account its cash position when making these assessments. Tenements and tenement applications which are not considered to be within the Company’s requirements or funding capabilities or which otherwise are not appropriate to retain will be considered for relinquishment.

In July 2009, subsequent to end of financial year, Aurora raised $2,632,250 before expenses through placement of 10,529,000 shares at $0.25 to various sophisticated investors and brokers.

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RepoRt 2009

directors’

Aurora Minerals Limited (“the Company”) is a public company incorporated and domiciled in Australia and listed on the Australian Securities Exchange. The registered office of the Company is located at 271 Great Eastern Highway, Belmont, Western Australia.

The Directors of the Company present their report on the Company and Consolidated Entity which comprises Aurora Minerals Limited and its controlled entities for the financial year ended 30 June 2009 (“financial period”).

DIRECTORSThe names of the Directors of Aurora Minerals Limited during the whole of the financial period and up to the date of this report are:

Phillip Sidney Raymond Jackson (BJuris, LLB, MBA, FAICD), Chairman

Mr Jackson, the non-executive Chairman of the Company, is a barrister and solicitor with significant legal and international corporate experience, especially in the areas of commercial and contract law; mining law and corporate governance. He was formerly a managing legal counsel for Western Mining Corporation, and in private practice specialised in small to medium resource companies. Mr Jackson is currently a director and senior executive of the Australian and Asian subsidiaries of a large multinational resource services company. He has been a director of a number of Australian public companies, holds an MBA, and has management experience in administration, finance, accounting and human resources. Mr Jackson was a director of Golden State Resources Limited from September 2001 to August 2003 and Ezyimage Limited (now MGM Wireless Limited) from September 2001 to October 2003, and is currently non executive Chairman of listed public company, Desert Energy Limited. Mr Jackson is responsible for monitoring the Company’s corporate governance.

Robert Spencer Taylor (BSc Mining Geology, PhD Geology, ARSM, Member IMM), Managing Director

Dr Taylor, Managing Director of the company, is a geologist with 30 years world-wide experience in mineral exploration for a range of commodities including gold, and has discoveries in gold, diamond and base metals. He was General Manager Exploration for Goldfields Limited (1997–2001), through its merger with Delta Gold NL in 2001 to form AurionGold Limited, and then General Manager of Exploration for AurionGold in 2002 up to its takeover by Placer Dome Asia Pacific Limited. He was closely involved in consolidating the Kalgoorlie gold district. Prior to this, Dr Taylor held senior positions with Rio Tinto in Africa, Kennecott, BP Minerals and the Selection Trust Group in North and Central America and parts of Europe. Dr Taylor is currently an executive director of the listed public company, Desert Energy Limited.

Dr Taylor is responsible for managing the operations of the company including new projects.

Garry Patrick O’Hara (BSc Geology, MAusIMM), Director

Mr O’Hara, an Executive Director, is a geologist with extensive experience in the Australian junior company sector. He has been exploration manager of a number of Australian resource companies where his primary role was identification and acquisition of project opportunities and the application of modern exploration techniques. He specialises in project negotiations and acquisitions, and has considerable experience in negotiation and management of joint ventures with major mining companies. In recent years he has gained intensive corporate experience in ASX listed companies including in financing and administration. Mr O’Hara was a director of Golden State Resources Limited from February 1994 to February 2003 and Ezyimage Limited (now MGM Wireless Limited) from January 2000 to February 2003, and is an executive director of the listed public company, Desert Energy Limited.

Mr O’Hara is responsible for corporate and business development including new projects.

COMPANY SECRETARYPeter Campbell Ruttledge (BSc, CA, FFin)

Peter Ruttledge is a chartered accountant and has a broad background in corporate finance, administration and accounting . He has been a director and company secretary of several mining and exploration companies and is currently company secretary of a number of ASX listed exploration companies including Desert Energy Limited.

PRINCIPAL ACTIVITIESThe principal activities of the Consolidated Entity are exploration in Western Australia and New Zealand and assessing further opportunities.

OPERATING RESULTSThe operating loss after tax for the financial period was $3,506,776 of which $3,416,459 related to exploration expenditure written off.

DIVIDENDSNo dividends were paid during the year and the directors do not recommend the payment of a dividend.

SIGNIFICANT CHANGES IN STATE OF AFFAIRSFollowing shareholder approval at a general meeting held on 11 June 2009, the Company sold its 100% owned subsidiary Dawn Metals Ltd to Desert Energy Limited for the consideration of $400,000 cash and equity in Desert Energy amounting to 7,464,420 shares at a market value of 14 cents per share ($1,045,019).

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RepoRt 2009 Cont…

directors’

Other than the operating results there were no other significant changes in the state of affairs of the Company.

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL PERIOD AND LIKELY DEVELOPMENTOn 13 August 2009 the Company made a placement of 10,529,000 ordinary fully paid shares at 25 cents each to professional investors to raise $2,632,250, before costs of the issue, to be applied to exploration at the Capricorn project and ongoing working capital. The total number of shares on issue following the placement increased to 80,724,722 ordinary shares.

There are no other matters or circumstances which have arisen since the end of the financial year that have significantly affected the operations of the Company or the results of those operations or the state of affairs of the Company, nor are there any such matters or circumstances or likely developments which may significantly effect the future operations or the results of those operations or the state of affairs of the Company, in subsequent financial years.

REVIEW OF OPERATIONSDuring the year the Company continued its exploration activities in Western Australia with a focus on discovery of high-grade mineralisation. This was rewarded by the greenfields discovery of massive high-grade manganese mineralisation in the southeast of its Capricorn Project, with surface grades of up to 56% Mn.

Capricorn South East - Manganese and Base Metals Project

The project consists of 16 exploration license applications within Aurora’s large Capricorn Project located in the southern Pilbara Region of central Western Australia. The potential mineralized horizons strike for about 95kms along the southern margin of one of a series of sub-basins comprising the northwestern arm of the mid-Proterozoic aged Bangemall Basin. The area has been sub-divided into West-Of-Road, East-Of-Road, Far East and Even-Further-East Areas for prospecting purposes.

Regional scale exploration by the Geological Survey of Western Australia (GSWA) had identified anomalous manganese values in stream sediment samples over a 30km strike and this led Aurora to explore this rugged area. Reconnaissance prospecting in late 2008 discovered significant zones of outcropping manganese mineralization with rock-chip samples assaying up to 47% Mn.

Follow-up field investigations in April-May this year identified more high-grade massive manganese oxide outcrops over a 15km strike east of the main road. Detailed surface sampling across the Mango 9 prospect averaged 40.4% Mn over a 16m section, including 6m averaging 51.8% Mn, and at the Mango 4 prospect averaged 33.5% Mn over a 10m section.

Reconnaissance sampling in May-June was designed to prospect the approximately 19kms strike of the

favorable horizon west of the road, and to test for parallel mineralized zones. Aurora’s results identified many high-grade massive manganese oxide occurrences within three parallel sedimentary sequences, with rock-chip samples assaying up to 56.5% Mn.

Continued prospecting in July and August extended the zone of high-grade mineralization for another 19kms to the east in the Far East Area. Forty-six of 262 rock-chip samples collected assay over 40% Mn with a high of 55.1% Mn. Prospecting also discovered a fourth manganese mineralized horizon 100m to 200m north of the original mineralized horizons. Eight samples from a 2.4km long section ranged from 22.9 to 47.1% Mn, averaging 37% Mn.

Aurora has now identified high-grade manganese mineralization within three parallel sedimentary sequences forming a corridor approximately 500m to 1.5km wide over a strike of 53kms. The potentially mineralized sedimentary sequence continues eastward for an additional 42kms and is still to be prospected in the Even-Further-East Area.

Capricorn (Talga Fault) Project - Base Metals

The Capricorn Project in central Western Australia covers the northwestern part of the mid Proterozoic aged Bangemall Basin including 150kms of strike of the Talga Fault, a major basin-margin fault zone, and a further 80km strike of interpreted fault extensions to the southeast.

Aurora is exploring along the Talga Fault for

• Basemetalmassivesulphidedeposits,suchasthe large lead-zinc-silver deposits of northwestern Queensland and the Northern Territories (HYC, Century, Lady Loretta, Mt Isa and Hilton/George Fisher)

• MtIsastylereplacementcopper

• Stratabounduraniumdeposits,suchasRanger(Northern Territories)

• Highgrademanganesedepositsof theWoodieWoodie (Western Australia) and Bootu Creek (Northern Territories) style

Aurora contracted a geophysical survey company to conduct a vTEM (versatile Time Domain Electromagnetic) survey over the entire length of the Talga Fault in late 2007. Significant numbers of electrical conductive rock units were detected which may signal the presence of carbonaceous shales or possibly base metal massive sulphide deposits.

Prospecting and surface sampling were conducted throughout the 2008 field season with rock-chip and soil samples collected over vTEM and other targets, and analysed for a suite of elements including base metals.

Focused exploration has concentrated on the large volume of results generated by this ground-based exploration along the Talga Fault. Three main prospect areas on granted tenements (The Knot, Jessicas and Minnierra) were identified as having anomalous base metals geochemistry and co-incident vTEM anomalies.

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RepoRt 2009 Cont…

directors’

Ground assessment commenced at The Knot prospect but has been put on hold due to the discovery of high-grade manganese mineralization in the southeast of the large Project area in late 2008.

Camel Hills North – Gold

The northern Camel Hills project area is located in the southern Gascoyne Region of central Western Australia. It covers the westernmost 80kms strike of the 150km long Errabiddy Shear Zone (ESZ).

Known gold shows and stream anomalies appear to be sourced from discrete shears and quartz-rich ferruginous zones in and around calc-silicate units along the center of the ESZ, although ground work has been very limited.

The original gold showing, Main Grid on Aurora’s ELA09/1313, appears to have been discovered in the 1980s when panning of small creeks draining the northern side of the Camel Hills range reported visible gold in 6 adjacent creeks over a strike of 1300m. Prospecting traced this to an approximately 500m wide zone on the north of a linear airmagnetic high. Rock-chips up to 5.2g/t gold are reported from a quartz gossan pod.

Fifteen kilometres to the East, on Aurora’s granted exploration licence E52/1961, previous exploration at the Duval Grid prospect reported visible gold from panning in eight adjacent parallel creeks over an ENE strike of 5kms, open to the East. Follow-up at the western end of this gold trend outlined a coherent gold-in-soil anomaly 850m long by up to 200m wide with visible gold in panned concentrates. Seventeen holes were apparently drilled in the area but results are unknown and not recorded.

In April-May, Aurora conducted a ground prospecting program over the Main and Duval gold prospects including trial soil sampling and extensive rock-chip sampling. Aurora’s rock-chip results at the Main prospect assay up to 2.8g/t gold, and the soil sampling outlined a +200ppb Au anomaly at Main and a low-level gold anomaly at the +10ppb Au level at the Duval prospect, 15kms to the east.

Fourteen other gold targets remain to be prospected.

Camel Hills South – Magnetite Iron Ore, Base Metals, Hard-rock Uranium

Twelve exploration licence applications cover a series of linear magnetite-quartzite horizons mapped by the GSWA which represent reworked Banded Iron Formation and are a target for iron-ore exploration.

In late 2008 Aurora Minerals announced the results of its first ground reconnaissance prospecting:

• Anumberofsub-parallelNNEtrendingmagnetite-quartz-grunerite (“iron formation”) ridges were identified

• Gradesup to58.39%Fe identified in rock-chipsamples

• Magnetics indicate combined iron formationstrike extensions up to 50km, much under soil cover.

Follow-up exploration of the magnetite horizons and other targets has been postponed due to funding requirements at the Capricorn Southeast manganese discovery.

Other Projects

Ground-based prospecting was postponed at the Glenburgh, Wellstead, Berringarra and Minnie Creek Projects due to priorities elsewhere.

Desert Energy Limited (52% Owned)

Desert Energy Limited is exploring for Yeelirrie-type uranium deposits and has a large number of exploration properties for this commodity in the northeast Yilgarn region. Yeelirrie, also located in the northeast Yilgarn region of Western Australia, is the world’s richest calcrete-hosted uranium deposit. It is owned by BHP-Billiton, who recently indicated its intention to apply for a mining lease and upgraded the deposit potential to 150,000 tonnes of U308.

Desert Energy has completed a series of extensive airborne radiometric surveys over many of its projects identifying numerous uranium-channel radiometric anomalies for drill testing. In 2008 Desert Energy conducted its maiden drilling campaigns at the Downs East and Old Station West Projects with anomalous uranium discovered in thick, previously unidentified calcrete.

During 2009 Desert Energy conducted further wide spaced reconnaissance drilling at Old Station East, Galilee and Texas Well. In the coming year it is planning to drill-test targets at the Kurrajong, Downs East Extended, Bellview, Barrambie and Maitland projects.

Land Access

Following an extensive Native Title process a significant number of Aurora’s exploration licence applications, which cover large areas, have now been granted, enabling ground exploration to commence.

Aboriginal heritage clearance surveys are required prior to drilling. These are generally not considered necessary for low-impact exploration such as airborne surveys, prospecting, soil sampling or rock-chip sampling. If such heritage surveys become necessary in the future they will need to be conducted prior to such activities. The Company also has a large number of exploration licence applications which are yet to proceed through the Native Title process and are subject to objections by claimant groups.

The Company’s website is recommended reading for interested market watchers, brokers and investors. The website contains information on the Company’s projects, project maps, a list of the Company’s announcements to ASX, information on Native Title (including the tenement grant process and heritage surveys), the legislative environments under which the

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directors’RepoRt 2009 Cont…

Company operates, corporate Governance, a section on risks, many of which are common to exploration companies, and other useful information. A list of the Company’s announcements is also obtainable from the Australian Securities Exchange website at www.asx.com.au

New ZealandMacraes West Gold Project (Aurora 100%)

Glass Earth Limited earning into 70%

Aurora Minerals has received a report on the initial exploration progress at its Macraes West Joint venture Project in the Otago District of the South Island of New Zealand. The project lies west of the 7.2Moz Macraes Gold Mine held by Oceana Gold and covers the possible westward extension of the Hyde-Macraes shear zone.

Glass Earth is very encouraged by its initial 12 months field work on this Jv area, with a new hard rock prospective area at SparrowHawk and three new project areas on Rough Ridge, two of which lie within the Jv area, providing focus for further exploration.

Glass Earth has now spent the required $750,000 to earn its 70% equity in the project. Aurora may now elect to fund its 30% interest share of the joint venture or dilute to 20% carried until commencement of a bankable feasibility study.

MEETINGS OF DIRECTORSThe following table sets out the number of meetings of Directors held during the financial year ended 30 June 2009 and the number of meetings attended by each Director:

Full Meetings of Directors

while a Director

Number of MeetingsAttended

Meeting byCircular

Resolution

Number of MeetingsAttended

PSR Jackson 4 4 8 8

RS Taylor 4 4 8 8

GP O’Hara 4 4 8 8

REMUNERATION REPORT (Audited)Board policy

The objective of the Company’s remuneration policy for directors and executives is to ensure reward for performance is appropriate for the results delivered. The policy is designed to ensure that the following key criteria for good governance practices are followed:

• Acceptabilitytoshareholders

• Transparency

• Capitalmanagement

Remuneration of Directors is not related to the performance of the Company.

The constitution of the Company provides that the non-executive Directors may collectively be paid as remuneration for their services a fixed sum not

exceeding the aggregate maximum sum per annum from time to time determined by the Company in general meeting. The Company has entered into separate Consulting Agreements with each of the Directors and accordingly the Company has resolved not to pay any remuneration to the non-executive Directors.

A Director may be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Remuneration and other terms of engagement for the Managing Director are formalised in a consulting agreement with Able Kids Pty Ltd (ABN 26 086 812 400) (“Able Kids”). The Company entered into a consulting agreement on normal commercial terms and conditions dated 11 June 2007 with Able Kids, a company of which Managing Director Robert Taylor is a director and shareholder, whereby Able Kids is engaged to provide the services of Dr Taylor to the company for an annual fee of $100,000 plus the cost of insurance.

- Aurora Minerals Limited may terminate the consulting agreement for any reason by providing 6 months’ written notice;

- Should services of the director not be required during that 6 month period the cost to the company would be $50,000; and

- Able Kids may terminate the consulting agreement for any reason by providing 2 months’ written notice.

Remuneration and other terms of engagement for the Chairman are formalised in a consulting agreement with Holihox Pty Ltd (ABN 37 052 917 917) (“Holihox”). The Company entered into a consulting agreement on normal commercial terms and conditions dated 11 June 2007 with Holihox, a company of which Chairman Phillip Jackson is a sole director and shareholder, whereby Holihox is engaged to provide the services of Mr Jackson to the company for an annual fee of $65,000 plus the cost of insurance.


- Should services of the director not be required during that 6 month period the cost to the company would be $32,500; and

- Holihox may terminate the consulting agreement for any reason by providing 2 months’ written notice.

Remuneration and other terms of engagement for the Executive Director are formalised in a consulting agreement with Anketell Pty Ltd (ABN 68 009 382 290) (“Anketell”). The Company entered into a consulting agreement on normal commercial terms and conditions dated 11 June 2007 with Anketell, a company of which Executive Director Garry O’Hara is a director and shareholder, whereby Anketell is engaged to provide the services of Mr O’Hara to the company for an annual fee of $100,000 plus the cost of insurance.

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Aurora Minerals Limited may terminate the consulting agreement for any reason by providing 6 months’ written notice;

- Should services of the director not be required during that 6 month period the cost to the company would be $50,000;

and

- Anketell may terminate the consulting agreement for any reason by providing 2 months’ written notice.

The Company entered into a consulting agreement on normal commercial terms and conditions dated 25 March 2008 with Nero Consulting Pty Ltd, a company of which Guy Watkins is an employee, whereby Nero Consulting Pty Ltd is engaged to provide the services of Mr Watkins as Operations & Logistics Manager, and Exploration Manager of the Company for an annual fee of $77,500.


and

- Nero Consulting Pty Ltd may terminate the consulting agreement for any reason by providing 2 months’ written notice.

The Company entered into a consulting agreement on

normal commercial terms and conditions dated 11 June 2007 with Golden Kilometre Mines Pty Ltd, a company of which Eric Moore is a director and shareholder, whereby Golden Kilometre Mines is engaged to provide the services of Mr Moore as General Manager of the Company for an annual fee of $77,500.

- Aurora Minerals Limited may terminate the consulting agreement for any reason by providing 2 months’ written notice; and

- Golden Kilometre Mines Pty Ltd may terminate the consulting agreement for any reason by providing 2 months’ written notice.

The Company Secretary’s remuneration is the subject of a consulting agreement with Sable Management Pty Ltd on normal commercial terms and conditions. The company may terminate the agreement by providing one month’s written notice.

(a) Key Management Personnel Remuneration

No salaries, fees, commissions, bonuses, superannuation or other form of remuneration were paid or payable to key management personnel during the year other than fees and options paid to companies associated with the directors, in terms of consulting agreements, as follows:

2009Short-term Benefits Long Term Benefits Other Benefits Total

Fees Paid to Associated Entity Equity

$ $ $ $

Garry O’Hara 87,500 51,459 - 138,959

Robert Taylor 87,500 51,459 - 138,959

Phillip Jackson 35,000 25,729 - 60,729

Peter Ruttledge 20,754 15,549 - 36,303

Guy Watkins 71,900 51,830 - 123,730

Eric Moore 68,750 49,082 - 117,832

371,404 245,108 - 616,512

2008Short-term Benefits Long Term Benefits Other Benefits Total

Fees Paid to Associated Entity Equity

$ $ $ $

Garry O’Hara 103,750 590,937 - 694,687

Robert Taylor 103,750 590,937 - 694,687

Phillip Jackson 40,663 295,468 - 336,131

Peter Ruttledge 22,500 - - 22,500

John Jordan (1) 68,414 - - 68,414

Guy Watkins (2) 18,000 4,203 5,000 27,203

Eric Moore 78,884 55,135 - 134,019

435,961 1,536,680 5,000 1,977,641

(1) Terminated 31 March 2008

(2) Commenced 7 April 2008

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The Company has not entered into any agreements to remunerate consultants on the basis of performance.

(b) Shares issued as remuneration

No shares were issued to the Key Management Personnel.

(c) Compensation Options

Options granted as Compensation

NumberGranted Grant Date

Value of Option at Grant Date

Exercise Price Expiry Date Vesting Date

Value yet to vest $

Director

*Mr P Jackson 1,500,000 28 Nov 08 $0.017 $0.50 28 Oct 2015 28 Nov 08 -

*Mr R Taylor 3,000,000 28 Nov 08 $0.017 $0.50 28 Oct 2015 28 Nov 08 -

*Mr G O’Hara 3,000,000 28 Nov 08 $0.017 $0.50 28 Oct 2015 28 Nov 08 -

Executives

*Mr E Moore 700,000 28 Nov 08 $0.0012 $0.50 30 Nov 2011 28 Nov 08 -

Mr E Moore 450,000 30 June 09 $0.1037 $0.30 30 Jun 2013 30 Jun 09

Mr G Watkins 500,000 30 June 09 $0.1037 $0.30 30 Jun 2013 30 Jun 09 -

Mr P Ruttledge 150,000 30 June 09 $0.1037 $0.30 30 Jun 2013 30 Jun 09 -

9,300,000

*The exercise price equates to the market price of the Aurora Minerals Limited fully paid ordinary share price at the date of grant, plus 100% or 50 cents, whichever is the greater.

Options vested immediately.

All options were granted for nil consideration

The fair value of the options was estimated at the date of grant using the Black-Scholes model and is allocated to each reporting period evenly over the period from grant date to vesting date. The values disclosed above are the portions of the fair value allocated to the reporting period.

The assumptions made in determining the fair value of the options granted during the year ended 30 June 2009 are set out in a table in Note 15 (d) of these financial statements.

PARTICULARS OF DIRECTORS’ AND SPECIFIED EXECUTIVES INTERESTS IN SHARES IN THE COMPANYThe relevant interest of each Director and Specified Executive in the share capital of the Company at the date of this report is as follows:

Ordinary Shares Ordinary Shares Options

Fully PaidDirect

Fully PaidIndirect Direct

Phillip Jackson 2,550,000 - 3,500,000

Robert Taylor 3,450,000 - 9,000,000

Garry O’Hara 3,540,000 - 9,000,000

Peter Ruttledge 340,000 - 150,000

Eric Moore 50,000 - 1,650,000

Guy Watkins - - 1,000,000

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SHARE OPTIONS

Options to take up ordinary fully paid shares in the Company at the date of this report are as follows:

Number of Options Listed/Unlisted Grant Date Exercise Price Expiry Date

6,000,000 Unlisted 24 Jan 07 $0.388 19 Dec 11

1,800,000 Unlisted 24 Jan 07 $0.388 19 Jan 10

7,500,000 Unlisted 30 Nov 07 $0.5763 31 Oct 14

3,550,000 Unlisted 30 Nov 07 $0.5763 30 Nov 10

562,500 Unlisted 18 Dec 07 $0.47 30 Nov 12

500,000 Unlisted 07 May 08 $0.57 30 Apr 11

300,000 Unlisted 30 Jun 08 $0.34 31 May 13

30,000 Unlisted 23 Jul 08 $0.34 31 May 13

630,000 Unlisted 23 Jul 08 $0.47 30 Nov 12

2,050,000 Unlisted 28 Nov 08 $0.50 22 Dec 11

2,850,000 Unlisted 30 June 09 $0.30 30 Jun 13

7,500,000 Unlisted 28 Nov 08 $0.50 22 Nov 15

A total of 7,500,000 unlisted options expiring 22 November 2015 were issued to three directors during the financial year.

A total of 2,050,000 unlisted options expiring on 22 December 2011 were issued to three consultants during the financial year, with an additional 2,850,000 unlisted options expiring on 30 June 2013 issued to seven consultants during the financial year.

A total of 377,500 unlisted options issued pursuant to the Company’s Employee Option Plan were cancelled during the financial year and up to the date of this report. Expiry dates are as follows:

100,000 Options: 30 November 2012 (exercise price 47 cents)100,000 Options: 31 May 2013 (exercise price 34 cents)177,500 Options: 30 November 2012 (exercise price 47 cents)

The names of all persons who currently hold options are entered in the register kept by the Company pursuant to section 170 of the Corporations Act (2001). Inspection of the register and of the documents kept pursuant to subsection 170 (3) may be made free of charge.

Options do not entitle their holders to participate in entitlement offers of new shares in the Company unless the holders first exercise their options.

No person entitled to exercise any option above has or had, by virtue of the option, a right to participate in any share issue of any other body corporate.

AUDIT COMMITTEEThe function of the Audit Committee is performed by the company’s Corporate Governance committee.

ENVIRONMENTAL REGULATIONSThe mining leases, exploration licences and prospecting licences granted to the Company pursuant to the Mining Act (1978) (WA) and prospecting permits and exploration permits granted pursuant to the Crown Minerals Act (NZ) are granted subject to various conditions which include standard environmental requirements. The Company’s policy is to adhere to these conditions and the Directors are not aware of any contraventions of these requirements.

LEGAL PROCEEDINGSThe Company was not a party to any legal proceedings during the year.

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PROCEEDINGS ON BEHALF OF THE COMPANYNo person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.

The Company was not a party to any such proceedings during the year.

INSURANCE OF OFFICERSThe Company paid a premium in respect of a contract insuring directors and officers of the Company. The contract prohibits disclosure of the nature of the liabilities insured and the amount of the premium.

AUDITOR’S INDEPENDENCE DECLARATION A copy of the lead auditor’s independence declaration as required by Section 307c of the Corporations Act 2001 is included within the Financial Report.

Signed in accordance with a resolution of Directors:

...............................................................

DIRECTOR

Perth, 3 October 2009

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foR the yeAR enDeD 30 june 2009

income statement

Note

Consolidated Parent Entity

2009$

2008$

2009$

2008$

Revenue 4 455,004 808,810 1,398,390 468,634

Exploration expenditure written off (3,416,459) (4,758,927) (85) (99,601)

Consulting fees (694,010) (751,740) (350,238) (431,307)

Depreciation (205,918) (102,460) (120,146) (75,009)

Stock exchange fees (70,377) (45,343) (37,819) (24,124)

Equity based compensation (989,278) (3,212,870) (571,553) (1,916,437)

Fair value adjustment to financial instruments - - (1,136,739) 1,377,865

Rent & outgoings (78,498) (55,526) (78,498) (55,526)

Insurance & legal (104,668) (95,303) (44,188) (55,307)

Provision for write-down of loan to controlled entity - - (1,120,196) (3,085,734)

Other expenses (194,470) (495,982) (144,767) (304,342)

Loss before income

tax expense (5,298,674) (8,709,341) (2,205,839) (4,200,888)

Income tax expense 6 - - - -

Loss for the Year (5,298,674) (8,709,341) (2,205,839) (4,200,888)

Loss attributable to minority equity interest 1,791,898 1,473,152 - -

Loss attributable to members of the parent entity (3,506,776) (7,236,189) (2,205,839) (4,200,888)

Basic loss per share (cents per share) 26 (5.00) (10.74)

Diluted loss per share (cents per share) 26 (5.00) (10.74)

The above Income Statement should be read in conjunction with the accompanying notes.

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AS At 30 june 2009balance sheet

Note


2009$

2008$

2009$

2008$

Current Assets

Cash and cash equivalents 7 7,192,785 11,536,296 3,090,610 5,062,405

Trade and other receivables 8 402,810 519,851 823,483 762,289

Other current assets 9 43,787 33,329 34,071 10,136

Total current assets 7,639,382 12,089,476 3,948,164 5,834,830

Non-Current Assets

Plant & equipment 10 608,035 838,151 332,741 452,053

Financial assets 11 - - 6,289,196 13,492,880

Deferred exploration and evaluation expenditure 13 - - - -

Total non-current assets 608,035 838,151 6,621,937 13,944,933

Total assets 8,247,417 12,927,627 10,570,101 19,779,763

Current Liabilities

Trade and other payables 14 108,963 478,657 72,833 537,104

Total current liabilities 108,963 478,657 72,833 537,104

Total liabilities 108,963 478,657 72,833 537,104

Net Assets 8,138,454 12,448,970 10,497,268 19,242,659

Equity

Issued Capital 15 19,655,200 19,158,057 15,501,113 15,003,970

Reserves 16 4,292,873 4,010,464 3,443,419 3,368,118

Accumulated (losses)/profits (17,661,505) (14,154,729) (8,447,264) 870,571

Parent entity interest 6,286,568 9,013,792 10,497,268 19,242,659

Minority equity interest 1,851,886 3,435,178 - -

Total Equity 8,138,454 12,448,970 10,497,268 19,242,659

The above Balance Sheet should be read in conjunction with the accompanying notes.

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statement of changes in equity

Issued Capital

$

Accumulated (Losses)/Profits

$

Reserves

$

Minority Equity Interests

$

Total

$

CONSOLIDATED

At 1 July 2007 13,604,935 (6,918,540) 1,459,889 - 8,146,284

Loss attributable to members - (7,236,189) - - (7,236,189)

Loss attributable to minority - - - (1,473,152) (1,473,152)

Share based payments - - 2,563,996 648,873 3,212,869

Foreign exchange translation loss - - (8,209) - (8,209)

Issue of options - - (5,212) 85,348 80,136

Issue of share capital 5,886,455 - - 4,408,395 10,294,850

Expense of share issue (333,333) - - (234,286) (567,619)

At 30 June 2008 19,158,057 (14,154,729) 4,010,464 3,435,178 12,448,970

At 1 July 2008 19,158,057 (14,154,729) 4,010,464 3,435,178 12,448,970


Loss attributable to minority - - (1,791,898) (1,791,898)

Share based payments - - 778,661 208,606 987,267

Foreign exchange translation loss - - 891 - 891

Expiry of options 497,143 - (497,143) - -

At 30 June 2009 19,655,200 (17,661,505) 4,292,873 1,851,886 8,138,454

PARENT ENTITY

At 1 July 2007 13,604,935 (6,918,540) 1,459,889 - 8,146,284


Revaluation increment 11,989,999 - - 11,989,999

Share based payments - - 1,916,438 - 1,916,438

Foreign exchange translation loss - - (8,209) - (8,209)

Issue of share capital 1,500,000 - - - 1,500,000

Expense of share issue (100,965) - - - (100,965)

At 30 June 2008 15,003,970 870,571 3,368,118 - 19,242,659

At 1 July 2008 15,003,970 870,571 3,368,118 - 19,242,659


Revaluation decrement - (7,111,996) - - (7,111,996)

Share based payments - - 571,553 - 571,553

Foreign exchange translation loss - - 891 - 891

Expiry of options 497,143 - (497,143) - -

At 30 June 2009 15,501,113 (8,447,264) 3,443,419 - 10,497,268

The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.

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statement of cash flowsfoR the yeAR enDeD 30 june 2009

Note


2009$

2008$

2009$

2008$

Cash flows from operating activities

Other payments to suppliers and employees (1,394,266) (1,655,490) (759,323) (1,106,259)

Payments for exploration expenditure (3,391,311) (4,398,188) (1,942,463) (23,654)

Receipts from operating activities - - 84,000 73,840

Refund of security deposits 74,743 - 74,743 -

Interest received 381,445 757,239 169,920 371,050

Net cash (outflow) from operating activities 25 (4,329,389) (5,296,439) (2,373,123) (685,023)

Cash flows from investing activities

Payments for the purchase of equity investments - - - (114,822)

Proceeds from the sale of equity investments - - 400,000 -

Payments for purchases of plant and equipment (47,746) (847,944) (3,168) (462,692)

Proceeds from the sale of plant and equipment 39,514 - 3,605 -

Net cash (outflow) from investing activities (8,232) (847,944) 400,437 (577,514)

Cash flows from financing activities

Proceeds from issue of shares - 10,294,850 - 1,500,000

Proceeds from issue of options - 90,856 - -

Advance to controlled entity - - - (2,932,635)

Share issue transaction costs (6,780) (562,850) - (100,965)

Option issue transaction costs - (10,720) -

Net cash inflow/(outflow) from financing activities (6,780) 9,812,136 - (1,533,600)

Net increase/(decrease) in cash held (4,344,401) 3,667,753 (1,972,686) (2,796,137)

Cash at the beginning of the financial year 11,536,296 7,876,752 5,062,405 7,866,751

Effects of exchange rate changes on balances held in foreign currency 891 (8,209) 891 (8,209)

Cash at the end of the financial year 7 7,192,785 11,536,296 3,090,610 5,062,405

The above Statement of Cash Flows should be read in conjunction with the accompanying notes.

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notes to the financial statements

NOTE 1 – BASIS OF PREPARATION

Basis of Preparation

The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The financial report covers Aurora Minerals Limited and its controlled entities. Aurora Minerals Limited is a listed public company, incorporated and domiciled in Australia.

The financial report relates to the period for the year ended 30 June 2009.

The financial report has been prepared on an accruals basis and is based on historical costs. Cost is based on the fair values of the consideration given in exchange for assets.

The financial report of Aurora Minerals Limited and controlled entities, and Aurora Minerals Limited an individual parent entity, complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS), in their entirety. Compliance with AIFRS ensures that the financial report also complies with International Financial Reporting Standards (IFRS) in their entirety.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The consolidated financial statements of the Consolidated Entity include the financial statements of the Company, being the parent entity, and its controlled entities.

The consolidated accounts include the results of each controlled entity from the date on which the entity obtains control and until such time as the chief entity ceases to control such entity.

All controlled entities have a 30 June financial year end. All controlled entities have the same accounting policies as the parent entity. A list of controlled entities is contained in Note 12 to the financial statements.

All inter-company balances and transactions between entities in the Consolidated Entity, including any unrealised profit or losses, have been eliminated on consolidation.

(b) Segment Reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographic segment is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments.

(c) Foreign Currency Transactions

The functional currency of each of the Company’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the Company’s functional and presentation currency.

Transactions in foreign currencies have been converted at rates of exchange ruling on the date of those transactions. At balance date, amounts receivable and payable in foreign currencies are translated to Australian currency at rates of exchange at that date. Realised and unrealised gains and losses are brought to account in determining the profit or loss for the financial year.

The financial results and position of foreign operations whose functional currency is different from the Consolidated Entity’s presentation currency are translated as follows:

- assets and liabilities are translated at year-end exchange rates prevailing at that reporting period;

- income and expenses are translated at average exchange rates for the period; and

- retained earnings are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations are transferred directly to the Consolidated Entity’s foreign currency translation reserve in the balance sheet. These differences are recognised in the income statement in the period in which the operation is disposed.

(d) Taxation

The charge for current income tax expenses is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

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foR the yeAR enDeD 30 june 2009 Cont…


The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Consolidated Entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

Tax consolidation

The Company and it’s wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 27 January 2006 and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated group is Aurora Minerals Limited.

Current tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the “separate taxpayer within group” approach by reference to the carrying amounts of assets and liabilities in the separate financial statements of each entity and the tax values applying under tax consolidation.

Any current tax liabilities (or assets) and deferred tax assets arising from unused tax losses of the subsidiaries is assumed by the head entity in the tax-consolidated group and are recognised by the Company as amounts payable (receivable) to (from) other entities in the tax-consolidated group in conjunction with any tax funding arrangement amounts. Any difference between these amounts is recognised by the Company as an equity contribution or distribution.

The Company recognises deferred tax assets arising from unused tax losses of the tax-consolidated group to the extent that it is probable that future taxable profits of the tax-consolidated group will be available against which the asset can be utilised.

Any subsequent period adjustments to deferred tax assets arising from unused tax losses as a result of revised assessments of the probability of recoverability is recognised by the head entity only.

(e) Accounts payable

Liabilities are recognised for amounts to be paid in the future for goods or services received, whether or not billed to the Company.

(f) Exploration, evaluation and development expenditure

Exploration and evaluation are written off within the period incurred. The Company’s policy is that such costs will only be carried forward when development of the area indicates that recoupment will occur or where activities in the area have reached an advanced stage which permits reasonable assessment of the existence of economically recoverable reserves.

Exploration, evaluation and development costs comprise acquisition costs, direct exploration and evaluation costs, depreciation of plant and equipment used in exploration and an appropriate portion of related overhead expenditure but do not include general overhead expenditure which has no direct connection with a particular area of interest.

Revenue received from the sale or disposal of product, materials or services during the exploration and evaluation phase of operation is offset against expenditure in respect of the area of interest concerned.

When an area of interest is abandoned or the Directors decide that it is not commercially viable, any accumulated costs in respect of that area are written off in the financial period the decision is made. Each area of interest is also reviewed at the end of each accounting period and accumulated costs written off to the extent that they will not be recoverable in the future. Restoration costs arising from exploration activities are provided for at the time of the activities which give rise to the need for restoration.

Amortisation is not charged on costs carried forward in respect of areas of interest in the development phase until production commences. When production commences, carried forward exploration, evaluation and development costs are amortised on a units of production basis over the life of the economically recoverable reserves.

(g) Goods and Services Tax (GST)Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the relevant taxation authority. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of expenses.

Receivables and payables in the balance sheet are shown exclusive of GST.

Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating activities.

(h) Revenue Recognition

Interest incomeInterest income is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Administrative rechargeAdministrative recharge income is recognised on a proportional basis in line with the management fee on net expenditure for the Hazelbrook Joint venture.

All revenue is stated net amount of goods and services tax (GST).

(i) Cash and cash equivalents

For the purpose of the statement of cash flows, cash includes:

• Cashonhandandatcalldepositswithbanksorfinancial institutions, net of bank overdrafts;

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• Investments in moneymarket instruments withless than one month to maturity; and

• Bills of exchange with short term to maturitywhich are readily convertible to cash.

(j) ComparativesWhere required by accounting standards comparative figures have been adjusted to conform with changes in presentation for the current financial year.

(k) Issued CapitalIssued and paid up capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

(l) Plant and EquipmentEach class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation.

Plant and equipment is measured on the cost basis.

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Consolidated Entity and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation is calculated on a straight line basis so as to write off the net cost of each fixed asset over its effective life.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset’s carrying amount is written down immediately to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement.

The depreciation rates used for each class of depreciable assets are:Class of Fixed Asset Depreciation RatePlant and Equipment 7.5%-33.33%

(m) Impairment of AssetsAt each reporting date the Company reviews the carrying values of tangible and intangible assets to

determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the assets fair value less costs to sell and value in use, is compared to the assets carrying value. Any excess of the assets carrying value over its recoverable amount is expensed to the income statement.

Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. (n) LeasesLease payments for operating leases, where substantially all the risk and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.

(o) Critical accounting estimates and judgementsThe Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and the best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Consolidated Entity.

(p) Financial instrumentsRecognitionFinancial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.

Loans and receivablesLoans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.

Available-for-sale financial assetsAvailable-for-sale financial assets include any financial assets not included in the above categories. Available-for-sale financial assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity.

Financial liabilitiesNon-derivative financial liabilities are recognised at amortised cost, comprising original debts less principal payments and amortisation.

Financial assets at fair value through profit or loss

Financial assets are classified at fair value through profit and loss when they are held for trading for the purposes of short term profit taking, where they are derivatives not held for hedging purposes, or designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Realised and unrealised

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gains and losses arising from changes in fair value are included in profit or loss in the period in which they arise.

Fair ValueFair value is determined based on current bid prices for all quoted investments. valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models.

Options in controlled entities meet the definition of financial derivatives as defined in AASB 139: Financial Instruments – Recognition and Measurement. Consequently the options held by the Company in Desert Energy Ltd are valued at fair value, being the quoted price at reporting date.

ImpairmentAt each reporting date, the Consolidated Entity assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the income statement.

(q) Interest in Joint VentureThe Company’s share of the assets, liabilities, revenue and expense of joint venture operations are included in the appropriate items of the statements of financial performance and financial position. Details of the Company’s interests are shown in Note 19.

(r) Earnings per share(i) Basic earnings per shareBasic earnings per share is determined by dividing the operating profit after income tax by the weighted average number of ordinary shares outstanding during the financial year.

(ii) Diluted earnings per shareDiluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted

average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Share Based Payments

Share based compensation benefits are provided to directors and contract personnel in the form of either Director Options, and Consultant Options, subject to shareholder approval, or Employee Options under the Aurora Minerals Limited Employee Option Plan (“EOP”). Information relating to these option issues is set out in Note 15.

The fair value of options granted under these option issues is recognised as a benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the recipients become unconditionally entitled to the options.

The fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, 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.

The fair value of the options granted is adjusted to reflect market vesting conditions, if any, but excludes the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each reporting date, the entity reviews and revises its estimate of the number of options that are expected to become exercisable and the most recent estimate is taken into account in the benefit expense. The impact of the revision to original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity.

New accounting standards and interpretation

The following Australian Accounting Standards have been issued and or amended and are applicable to the Consolidated Entity but are not yet effective. They have not been adopted in the preparation of the financial statements at reporting date. The Application Date of the standard is for the annual reporting periods beginning on or after the date shown in the table below.

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Reference Affected Standards Nature of change to accounting policy and impact on accounts Application date

AASB 8AASB 2007-3

AASB 8 replaces AASB 114 Segment Reporting

As this is a disclosure standard, there will be no impact on amounts recognised in the financial statements. The amendments may have an impact on the Company’s segment disclosures.

1 January 2009

AASB 101 (revised) AASB 2007-8AASB 2007-10

Amendments to AASB 101 Presentation of Financial Statements

As this is a disclosure standard only, there will be no impact on amounts recognised in the financial statements. However, there will be various changes to the way financial statements are presented and various changes to names of individual financial statements.

1 January 2009

AASB 2008-1 Amendments to AASB 2 – Share Based Payments : vesting Conditions and Cancellations

No impact because the Company has not issued any options to employees that include non-vesting conditions.

1 January 2009

AASB 2009-2 Amendments to Australian Accounting Standards – Improving Disclosure about Financial Instruments (AASB 4, 7, 1023 and 1038)

The main amendment to AASB 7 requires fair value measurements to be disclosed by source of inputs using a set hierarchy. This is not expected to be applicable to the Company. The amendments to the other listed AASB’s are editorial only.

1 January 2009

AASB 2009-7 Amendments to Australian Accounting Standards (AASB 5, 7, 107, 112, 136, 139 and Interpretation 17)

These comprise editorial amendments and are expected to have no major impact on the requirements of the amended pronouncements.

1 July 2009

Amendments to International Financial Reporting Standards (IFRS)

Improvements to IFRSs The Company has not yet determined the extent of the impact of the amendments, if any.

1 January 2009 except amendments to IFRS 5, which are effective from 1 July 2009

AASB 2008-5AASB 2008-6AASB 2009-4AASB 2009-5

Amendments to Australian Accounting Standards arising from the Annual Improvements Project (AASB 5, 7, 101, 102, 107, 108, 110, 116, 118, 119, 120, 123, 127, 128, 129, 131, 132, 134, 136, 138, 139, 140, 141, 1023 and 1038)

Only the amendments to AASB 136 are applicable and there will be no financial impact when these amendments are first adopted because these amendments relate to additional disclosure requirements only.

1 January 20091 July 20091 July 20091 January 2010

AASB 127 Consolidated and Separate Financial Statements

If the Consolidated Entity changes its ownership interest in the existing subsidiary in the future the change will be accounted for as an equity transaction. This will have no impact on goodwill, nor will it give rise to a gain or a loss in the Consolidated Entity’s income statement.

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NOTE 3 – FINANCIAL RISK MANAGEMENT

The Company, in its normal course of business, is exposed to financial risks comprising market risk (essentially interest rate risk), credit risk and liquidity risk.

The directors have overall responsibility for the Company’s management of these risks and seek to minimise these risks through on-going monitoring and review of the adequacy of the risk management framework in relation to the risks encountered by the Company.

Liquidity riskThe Company has no significant exposure to liquidity risk as the Company’s only debt is that associated with trade creditors in respect of which the Company’s policy is to ensure payment within 30 days. The Company manages its liquidity by monitoring forecast cash flows.

Credit risk

The Company’s only exposure to credit risk arises from its cash deposits at the bank. The Company manages this minimal exposure by ensuring its funds are deposited only with major banks with high security ratings.

Exposure to credit risk Closing carrying amount of cash assets


2009$

2008$

2009$

2008$

Trade and other receivables 402,810 519,851 823,483 762,288

Cash and cash equivalents 7,192,785 11,536,296 3,090,610 5,062,415

Market riskThe Company’s market risk exposure is predominantly to the Australian money market interest rates in respect of its cash assets. The risk is managed by monitoring the interest rate yield curve out to 90 days to ensure a balance is maintained between the liquidity of its cash assets and interest rate return

The weighted average rate of interest earned by the Company on its cash assets as at the year was 4.00% (2008: 6.38%).

The table below summarises the sensitivity of the Company’s and Consolidated Entity’s cash assets to interest rate risk. The Consolidated Entity has no interest rate risk associated with any of its other financial assets or liabilities. Whilst this analysis reflects the effect of a 1% decline in interest rates recent Australian Treasury announcements and press reports would indicate a further downward movement in interest rates of the magnitude to be unlikely over the next twelve months.

Financial Assets Carrying amount of cash assets

Effect of decrease or increase of interest rate on profit and equity

-1% +1%

Profit Equity Profit Equity

$ $ $ $ $

Consolidated30 June 2009

Cash & cash equivalents 7,192,785

Total increase /(decrease) (71,927) (71,927) 71,927 71,927

30 June 2008


Total increase/(decrease) (115,363) (115,363) 115,363 115,363

Parent30 June 2009


Total increase /(decrease) (30,906) (30,906) 30,906 30,906

30 June 2008


Total increase/(decrease) (50,624) (50,624) 50,624 50,624

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Fair value estimates

The carrying amount of the Company’s financial assets and liabilities approximates fair value due to their short term maturity.

Capital management risk

The Company’s objective in managing capital is to safeguard its ability to continue as a going concern, so that it can continue to explore for minerals with the ultimate objective of providing returns for shareholders whilst maintaining an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may issue new shares, sell assets, or farm out joint venture interests in its projects.


2009$

2008$

2009$

2008$

NOTE 4 – REVENUE

Revenue from operating activities

Interest revenue from other persons 457,285 808,810 198,484 394,795

Gain/(loss) on sale of controlled entity - - 1,112,783 -

Gain/(loss) on sale of assets (4,133) - 1,271 -

Gain/(loss) on foreign currency exchange 1,852 - 1,852 -

Facilities charges - - 84,000 73,839

455,004 808,810 1,398,390 468,634

NOTE 5 – LOSS FOR THE YEAR

Loss from ordinary activities before income tax expense includes the following specific expenses:

Depreciation 205,918 102,460 120,146 75,009

Exploration expenditure written off 3,416,459 4,758,927 85 99,601

Rent & outgoings 78,498 55,526 78,498 55,526

Provision for write-down of loan to controlled entity - - 1,120,196 3,085,734

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NOTE 6 – INCOME TAX

(a) Reconciliation of income tax to operating loss

The aggregate amount of income tax attributable to the financial period differs by more than 15% from the amountcalculated

on the operating loss, and is reconciled as follows:

Operating loss before income tax (3,506,776) (7,236,189) (2,205,839) (4,200,888)

Income tax calculated at 30% (2008 - 30%) (1,052,033) (2,170,856) (661,752) (1,260,266)

Tax effect of amounts which are not tax deductible (taxable) in calculating taxable income

Entertainment 777 4,026 584 2,556

Option based remuneration 296,783 963,861 172,392 574,931

Provision for write-down of loan to controlled entity - - 336,059 925,721

NZ branch losses 2,301 11,097 2,301 11,097

Taxable gain on disposal of controlled entity - 99,671 -

Capital raising costs in equity (71,816) (85,076) (43,053) (53,775)

Tax losses assumed from subsidiaries in current year - - (440,680) (944,999)

Tax losses assumed from subsidiaries in prior years - - - (606,746)

Over-provision /(Under-provision) in prior years 65,706 (4,156) (39,447) 125,748

Loss attributable to minority equity interest (537,569) (441,945) - -

Tax loss and temporary differences not brought to account 1,295,851 1,723,049 573,925 1,225,733

Income tax expense - - - -

(b) Deferred tax assets not brought to account

The directors estimate that the potential future income tax benefits carried forward but not brought to account at year end at a tax rate of 30% are made up as follows:

Deferred tax assets and liabilities at 30% (2008 - 30%)

Carry forward losses 4,627,531 3,222,921 2,901,523 2,663,979

Temporary differences (25,277) 83,482 (79,420) (415,801)

Minority interest share of deferred tax assets and liabilities (804,380) (294,699) - -

Net deferred tax assets 3,797,874 3,011,703 2,822,103 2,248,178

These benefits will only be obtained if:

(i) the Company derives future assessable income of a nature and of an amount sufficient to enable the benefits from the

deductions for losses to be realised;

(ii) the Company continues to comply with the conditions for deductibility imposed by tax legislation, and

(iii) no changes in tax legislation adversely affect the Company in realising the benefit from the deduction of the losses.

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2009$

2008$

2009$

2008$

NOTE 7 – CASH AND CASH EQUIVALENTS

Cash at bank 7,192,785 11,536,296 3,090,610 5,062,405

7,192,785 11,536,296 3,090,610 5,062,405

NOTE 8 – TRADE AND OTHER RECEIVABLES

CURRENT

Bond 148,267 175,321 51,089 101,461

Hazelbrook joint venture 23,827 23,827 23,827 23,827

Travel expense advance to related parties 9,382 23,277 9,382 17,119

Advance to controlled entity - - 1,120,196 5,399,152

Less provision for write-down of receivable from controlled entity - - (1,120,196) (5,399,152)

Trade debtors – controlled entities - - 674,974 382,494

Other 221,334 297,426 64,211 237,388

402,810 519,851 823,483 762,289

NOTE 9 – OTHER CURRENT ASSETS

Prepayments 43,787 33,329 34,071 10,136

43,787 33,329 34,071 10,136

NOTE 10 – PLANT AND EQUIPMENT

Furniture and fittings – at cost 26,671 26,671 25,433 25,433

Accumulated depreciation (5,747) (3,691) (5,590) (3,640)

20,924 22,980 19,843 21,793

Field and office equipment – at cost 279,717 282,322 213,768 216,372


130,699 189,199 81,490 128,192

Motor vehicles and mobile equipment – at cost 656,212 682,762 339,569 336,401


456,412 625,972 231,408 302,068

Total plant and equipment 608,035 838,151 332,741 452,053

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NOTE 10 – PLANT AND EQUIPMENT (Continued)

A reconciliation of the carrying amounts of plant and equipment at the beginning and end of the current financial period is set out below.

Furniture & fittings

$

Field & office equipment

$

Vehicles & mobile

equipment$

Total

$

CONSOLIDATED

Balance as at 30 June 2007 19,711 44,659 - 64,370

Additions during the period 5,111 188,368 682,762 876,241

Depreciation expense (1,842) (43,828) (56,790) (102,460)

Balance as at 30 June 2008 22,980 189,199 625,972 838,151


Additions during the period - - 19,449 19,449

Disposals during the period - (2,334) (41,313) (43,647)



PARENT ENTITY

Balance as at 30 June 2007 19,711 44,659 - 64,370

Additions during the period 3,873 122,418 336,401 462,692




Additions during the period - - 3,168 3,168

Disposals during the period (2,334) - (2,334)



NOTE 11 – FINANCIAL ASSETS2009

$2008

$2009

$2008

$

Unlisted investments at costs

- shares in controlled entities - - 194 194

Listed investments at fair value

- shares in controlled entities - - 5,933,053 12,000,000

Listed investments at fair value

- options in controlled entity - - 355,949 1,492,686

- - 6,289,196 13,492,880

Options in controlled entities meet the definition of financial derivatives as defined in AASB 139: Financial Instruments – Recognition and Measurement. Consequently the options held by the Parent entity in its subsidiary Desert Energy Ltd are valued at fair value, being the quoted price at reporting date.

As permitted by AASB 127: Consolidated and Separate Financial Statements, the Parent entity’s holding in its subsidiary, Desert Energy Ltd, has been valued at fair value, being the quoted price at reporting date.

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NOTE 12 – CONTROLLED ENTITIES

Controlled Entities Consolidated Country of Incorporation Percentage Owned

2009 2008

Parent Entity:

Aurora Minerals Limited Australia - -

Subsidiaries of Aurora Minerals Limited:

Hazelbrook Limited New Zealand 100% 100%

Aurora Resources Pty Ltd Australia 100% 100%

Desert Energy Limited Australia 52.89% 100%

Transfer of Controlled Entities

On 11 June 2009 , the Company sold its 100% owned subsidiary Dawn Metals Ltd to Desert Energy Limited for the consideration of $400,000 cash and equity in Desert Energy amounting to 7,464,420 ordinary shares at a market value of 14 cents per share ($1,045,019).


2009$

2008$

2009$

2008$

NOTE 13 – DEFERRED EXPLORATION AND EVALUATION EXPENDITURE

Exploration Expenditure

Costs carried forward in relation to areas of interest in:

- exploration and evaluation phases 10,450,357 7,033,898 519,060 518,975

Less accumulated impairment losses (10,450,357) (7,033,898) (519,060) (518,975)

Total exploration expenditure - - - -

NOTE 14 – TRADE AND OTHER PAYABLES

Trade and other payables 108,963 478,657 72,833 537,104

NOTE 15 – ISSUED CAPITAL

70,195,722 (2008: 70,195,722)fully paid ordinary shares 19,655,200 19,158,057 15,501,113 15,003,970

Ordinary shares have no par value. There is no limit to the authorised share capital of the Company.

Rights attaching to ordinary shares

Ordinary shares entitle the holder to participate in dividends and in the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy is entitled to one vote and upon a poll each share is entitled to one vote. 70,195,722 ordinary fully paid shares are listed on the Australian Stock Exchange and carried no trading restrictions as at the balance date.

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NOTE 15 – ISSUED CAPITAL (Continued)

(a) Movements in ordinary share capital

Fully Paid Shares – parent and subsidiary entity

Date Details Number of Shares

01/07/2007 Balance 65,910,008

27/02/2008 Placement 4,285,714

30/06/2008 Balance 70,195,722

No movement -

30/06/2009 Balance 70,195,722

(b) Options

Options to take up ordinary fully paid shares in the Company at 30 June 2009 are as follows:

Number of Options Listed/Unlisted Grant Date Exercise Price Expiry Date

6,000,000 Unlisted 24 Jan 07 $0.388 19 Dec 11

1,800,000 Unlisted 24 Jan 07 $0.388 19 Jan 10

7,500,000 Unlisted 30 Nov 07 $0.5763 31 Oct 14

3,550,000 Unlisted 30 Nov 07 $0.5763 30 Nov 10

562,500 Unlisted 18 Dec 07 $0.47 30 Nov 12

500,000 Unlisted 07 May 08 $0.57 30 Apr 11

300,000 Unlisted 30 Jun 08 $0.34 31 May 13

30,000 Unlisted 23 Jul 08 $0.34 31 May 13

630,000 Unlisted 23 Jul 08 $0.47 30 Nov 12

2,050,000 Unlisted 28 Nov 08 $0.50 22 Dec 11

7,500,000 Unlisted 28 Nov 08 $0.50 22 Nov 15

2,850,000 Unlisted 30 June 09 $0.30 30 June 13

Each option entitles the holder to take up one fully paid ordinary share in the Company at anytime up to and including the expiry date. Upon exercise of an option, the resulting ordinary share has the same rights as other ordinary shares. Options do not entitle their holders to receive dividends, participate in entitlement issues or vote at general meetings of shareholders.

Weighted average exercise price

2009

Number of options

2009

Weighted average exercise price

2008

Number of options

2008

Outstanding at 1 July $0.4721 24,140,000 $0.3721 11,450,000

Forfeited during the period $0.3436 4,027,500 - -

Exercised during the period - - - -

Granted during the period $0.4474 13,160,000 $0.5624 12,690,000

Outstanding at 30 June $0.4779 33,272,500 $0.4721 24,140,000

Exercisable at 30 June $0.4779 33,272,500 $0.4738 22,500,000

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(c) Movements in options

Date of Issue Details Number of Options

Exercise PricePer Share

Expiry Date

01/07/2007 Balance 11,450,00030/11/2007 Issue of Consultants Options 3,550,000 $0.5763 30/11/201030/11/2007 Issue of Directors Options 7,500,000 $0.5763 31/10/201418/12/2007 Issue of Employee Options 740,000 $0.4700 30/11/201207/05/2008 Issue of Consultants Options 500,000 $0.5700 30/04/201130/06/2008 Issue of Employee Options 400,000 $0.3400 31/05/201316/07/2008 Issue of Employee Options 730,000 $0.4700 30/11/201216/07/2008 Issue of Employee Options 30,000 $0.3400 31/05/201317/11/2008 Cancellation of Employee Options -177,500 $0.4700 30/11/201217/11/2008 Cancellation of Employee Options -100,000 $0.4700 30/11/201217/11/2008 Cancellation of Employee Options -100,000 $0.3400 31/05/201328/11/2008 Issue of Directors Options 7,500,000 $0.5000 28/10/201528/11/2008 Issue of Consultants Options 2,050,000 $0.5000 28/11/201111/12/2008 Expiry of Consultants Options -3,000,000 $0.3350 7/12/200811/12/2008 Expiry of Consultants Options -650,000 $0.3500 7/12/200830/06/2009 Issue of Consultants Options 2,850,000 $0.3000 30/062013

33,272,500

There were no options exercised during the year.

(d) Terms and Conditions for Each Grant of Consultants and Directors Options

The Company has issued Options to three directors of the Company. The Consultant and Director Options issued have varying exercise prices and expiry dates as follows:

NumberGranted Grant Date

Value of Option at Grant Date Exercise Price Expiry Date

Director(1) Mr P Jackson 500,000 19 Jan 2007 $0.100 $0.388 19 Jan 2010(2) Mr P Jackson 1,500,000 30 Nov 2007 $0.197 $0.5763 31 Oct 2014(4) Mr P Jackson 1,500,000 28 Nov 2008 $0.017 $0.50 28 Oct 2015(1) Mr R Taylor 3,000,000 19 Jan 2007 $0.130 $0.388 19 Dec 2011(2) Mr R Taylor 3,000,000 30 Nov 2007 $0.197 $0.5763 31 Oct 2014(4) Mr R Taylor 3,000,000 28 Nov 2008 $0.017 $0.50 28 Oct 2015(1) Mr G O’Hara 3,000,000 19 Jan 2007 $0.130 $0.388 19 Dec 2011(2) Mr G O’Hara 3,000,000 30 Nov 2007 $0.197 $0.5763 31 Oct 2014(4) Mr G O’Hara 3,000,000 28 Nov 2008 $0.017 $0.50 28 Oct 2015

Specified Executives(2) Mr E Moore 500,000 30 Nov 2007 $0.110 $0.5763 30 Nov 2010(4) Mr E Moore 700,000 28 Nov 2008 $0.017 $0.50 28 Nov 2011(5) Mr E Moore 450,000 30 June 2009 $0.1037 $0.30 30 Jun 2013(3) Mr G Watkins 500,000 07 May 2008 $0.075 $0.5700 30 Apr 2011(5) Mr G Watkins 500,000 30 June 2009 $0.1037 $0.30 30 Jun 2013(5) Mr P Ruttledge 150,000 30 June 2009 $0.1037 $0.30 30 Jun 2013Non Specified Contractors(1) Other 1,300,000 19 Jan 2007 $0.100 $0.388 19 Jan 2010(2) Other 3,050,000 30 Nov 2007 $0.110 $0.5763 30 Nov 2010(4) Other 1,350,000 28 Nov 2008 $0.017 $0.50 28 Nov 2011(5) Other 1,750,000 30 June 2009 $0.1037 $0.30 30 Jun 2013

31,750,000

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(1) The exercise price equates to the market price of the Aurora Minerals Limited fully paid ordinary share price at the date of grant, plus 25.16%. Options vested immediately.

(2) The exercise price equates to the market price of the Aurora Minerals Limited fully paid ordinary share price at the date of grant, plus 69.5%. Options vested immediately

(3) Half of the options vested on 30 April 2009, the remainder on 30 April 2010.

(4) The exercise price equates to the market price of the Aurora Minerals Limited fully paid ordinary share price at the date of grant, plus 100%. Options vested immediately.

(5) The exercise price equates to the market price of the Aurora Minerals Limited fully paid ordinary share price at the date of grant, plus 50%. Options vested immediately

All options were granted for nil consideration.

The fair value of the options was estimated at the date of grant using the Black-Scholes model.

(e) Terms and Conditions for Each Grant of Employee Options

The Aurora Minerals Limited Employee Option Plan (“EOP”) was approved at the Company’s Annual General Meeting in November 2007. A summary of the rules of the EOP is set out below:

The allocation of options to employees, directors and consultants of the Company is at the discretion of the Board. Each option is to subscribe for one fully paid share in the Company and will expire five years from the date of issue. Options are issued free and the exercise price of options is determined by the Board. An option is exercisable at a time determined by the Board.

Details of options outstanding as part of the EOP during the financial year are as follows:

Grant Date Vesting DateNumber Granted

Value of Option at Grant Date Exercise Price Expiry Date

(1)18 Dec 2007 30 Nov 2008 740,000 $0.185 $0.4700 30 Nov 2011

(1)18 Dec 2007 ** 30 Nov 2008 -177,500 $0.185 $0.4700 30 Nov 2011

(2)30 Jun 2008 31 May 2009 400,000 $0.118 $0.3400 31 May 2013

(2)30 Jun 2008 ** 31 May 2009 -100,000 $0.118 $0.3400 31 May 2013

(2)16 Jul 2008 31 May 2009 730,000 $0.087 $0.3400 31 May 2013

(2)16 Jul 2008 ** 31 May 2009 -100,000 $0.087 $0.3400 31 May 2013

(2)16 Jul 2008 31 May 2009 30,000 $0.110 $0.3400 31 May 2013

1,522,500

(1) Half of the options vested on 30 November 2008, and the remainder vest on 30 November 2009.

(2) Half of the options vested on 31 May 2009, and the remainder vest on 31 May 2010.

** Employee options cancelled on 17 November 2008

(f) Fair Value

The following table sets out the assumptions made in determining the fair value of the options granted during the year ended 30 June 2009.

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OptionsGranted

Jul 2008 (1)

OptionsGranted

Jul 2008 (2)

OptionsGranted

Nov 2008(3)

OptionsGranted

Nov 2008(4)Options Granted

30 June 2009 (5)

Expected volatility (%) 70.00 63.74 75.00 75.00 77.90

Risk free interest rate (%) 6.57 6.44 6.25 6.25 4.93

Weighted average expected life of options (years)

3.375 3.875 4.96 3 4

Expected dividends Nil Nil Nil Nil Nil

Option exercise price (cents) 0.47 34.00 50.00 50.00 30.00

Share price at grant date (cents) 21.00 21.00 5.00 5.00 20.00

vesting date 15 Jul 09* 15 Jul 09* 28 Nov 09 29 Nov 09 30 June 09

(1) Options issued to employees(2) Options issued to employees(3) Options issued to directors(4) Options issued to consultants* 50% of the options vest(5) Options issued to consultants

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur.

The expected volatility is based on the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome.

NOTE 16 – RESERVES Consolidated Parent Entity

2009$

2008$

2009$

2008$

Foreign currency translation reserve (a) (15,189) (16,080) (15,189) (16,080)

Option reserve (b) 4,308,062 4,026,544 3,458,608 3,384,198

4,292,873 4,010,464 3,443,419 3,368,118

(a) The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled entity.

(b) The option reserve records items recognised as expenses on valuation of consultant share options.

NOTE 17 – KEY MANAGEMENT PERSONNEL COMPENSATION

(a) Names and positions of key management personnel

The names and positions of persons who were key management personnel of Aurora Minerals Limited and its controlled entities at any time during the financial year are as follows:

Key Management Personnel

P S R Jackson Chairman – non-executive R S Taylor Managing Director – executive G P O’Hara Director – executive G Watkins Operations & Logistics Manager E G Moore General Manager P C Ruttledge Company Secretary

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NOTE 17 – KEY MANAGEMENT PERSONNEL COMPENSATION (Continued)

(b) Key Management Personnel Remuneration

2009$

2008$

Short-term personnel benefits 371,404 435,961

Share based payments 245,108 1,536,680

Other benefits - 5,000

616,512 1,977,641

For details of the consulting agreements with companies associated with the key management personnel, reference is made (in accordance with section 300 of the Corporations Act) to the audited remuneration report set out in the Director’s Report.

(c) Principles used to determine the nature and amount of remuneration

The nature and amount of remuneration paid to directors and executives has been determined by reference to the services provided, prevailing market rates and with the objective of retaining their services.

Directors and Specified Executives are not directly remunerated by way of salary. The Company has entered into agreements with director and specified executive related entities for the provision of their services to the Company. Details of these agreements are set out elsewhere within this note.

(d) Details of transactions of Key Management Personnel concerning shares

2009Balance

30/06/2008Received as

Remuneration Purchased during

PeriodSold during

PeriodOptions

ExercisedBalance

30/06/2009

Shares

Garry O’Hara 3,540,000 - - - - 3,540,000

Robert Taylor 3,450,000 - - - - 3,450,000

Phillip Jackson 2,550,000 - - - - 2,550,000

Peter Ruttledge 340,000 - - - - 340,000

Guy Watkins - - - - - -

Eric Moore 50,000 - - - - 50,000

2008Balance

30/06/2007Received as

Remuneration Purchased during

PeriodSold during

PeriodOptions

ExercisedBalance

30/06/2008

Shares

Garry O’Hara 3,540,000 - - - - 3,540,000

Robert Taylor 3,450,000 - - - - 3,450,000

Phillip Jackson 2,550,000 - - - - 2,550,000

Peter Ruttledge 340,000 - - - - 340,000

Eric Moore 50,000 - - - - 50,000

The Company has not entered into any agreements to remunerate consultants on the basis of performance.

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NOTE 17 – KEY MANAGEMENT PERSONNEL COMPENSATION (Continued)

(e) Details of transactions of Key Management Personnel concerning share options

Details of options provided as remuneration, together with terms and conditions of the options, can be found in the remuneration report of the Directors’ Report.

2009 Balance 30/06/2008Received as

Remuneration *Net Change Other Options ExercisedBalance

30/06/2009

Share Options

Garry O’Hara** 6,000,000 3,000,000 - - 9,000,000

Robert Taylor** 6,000,000 3,000,000 - - 9,000,000

Phillip Jackson** 3,000,000 1,500,000 -1,000,000 - 3,500,000

Peter Ruttledge** 215,000 150,000 -215,000 - 150,000

Eric Moore** 1,000,000 1,150,000 -500,000 - 1,650,000

Guy Watkins*** 500,000 500,000 - - 1,000,000

*Net Change Other refers to options purchased or expired during the financial year**All options have vested and are exercisable.*** All except 250,000 of these options have vested. The balance vest on 30 April 2010.

2008 Balance 30/06/2007Received as

Remuneration *Net Change Other Options ExercisedBalance

30/06/2008

Share Options

Garry O’Hara** 3,000,000 3,000,000 - - 6,000,000

Robert Taylor** 3,000,000 3,000,000 - - 6,000,000

Phillip Jackson** 1,500,000 1,500,000 - - 3,000,000

Peter Ruttledge** 215,000 - - - 215,000

John Jordan** 650,000 - - - 650,000

Eric Moore** 500,000 500,000 - - 1,000,000

Guy Watkins*** - 500,000 - - 500,000

*Net Change Other refers to options purchased or expired during the financial year**All options have vested and are exercisable.*** 50% of Options vest after 12 months from date of grant, remaining 50% vest after 24 months from date of issue.

NOTE 18 – REMUNERATION OF AUDITORS Consolidated Parent Entity

2009$

2008$

2009$

2008$

Audit and review of financial reports 21,600 28,500 21,600 28,500

Audit and review of financial reports of consolidated entities by other auditors 16,000 14,000 - -

Taxation and other services - - - -

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NOTE 19 – INTEREST IN JOINT VENTURE

The Company has the following interest in mineral exploration joint ventures as at 30 June 2009:

Name of Project Interest%

Activities Other Parties

Macraes West Gold Project 100% Mineral Exploration Glass Earth Limited (earning 70%)

The above joint venture does not constitute a separate legal entity. It is a contractual agreement between the participants for the sharing of costs and output and does not in itself generate revenue and profit. The joint ventures are of the type where initially one party contributes tenements with the other party earning a specified percentage by funding exploration activities; thereafter the parties may choose to share exploration and development costs in proportion to their ownership of joint venture assets. The joint ventures do not hold any assets and accordingly the Company’s share of exploration expenditure is accounted for in accordance with the policy set out in Note 1.

In mid December 2006, the Company announced it had signed a Heads of Agreement with Canadian-New Zealand company Glass Earth Limited (GENZL) to enter into a joint venture agreement on Aurora Minerals Macraes West Project. GENZL may earn a 70% equity in the project by spending NZ $750,000 and be the manager of the joint venture. Glass Earth has now spent the required $750,000 to earn its 70% equity in the project. Aurora may now elect to fund its 30% interest share of the joint venture or dilute to 20% carried until commencement of a bankable feasibility study.

NOTE 20 - COMMITMENTS FOR EXPENDITURE

Mineral Tenements

In order to maintain the mineral tenements in which the Company and other parties are involved, the Company is committed to fulfil the minimum annual expenditure conditions under which the tenements are granted. The minimum estimated expenditure requirements in accordance with the requirements of the Western Australian Department of Industry and Resources and of Crown Minerals New Zealand for the next financial year are:


2009$

2008$

2009$

2008$

Minimum estimated expenditure requirements 3,922,000 4,787,000 - -

3,922,000 4,787,000 - -

These requirements are expected to be fulfilled in the normal course of operations and may be varied from time to time subject to approval by the grantor of titles. The estimated expenditure represents potential expenditure which may be avoided by relinquishment of tenure. Exploration expenditure commitments beyond twelve months cannot be reliably determined.

Operating Lease Commitments

Payable minimum lease payments

- not later than twelve months 85,500 78,144 85,500 78,144

- between twelve months and five years 188,813 60,684 188,813 60,684

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NOTE 20 – COMMITMENTS FOR EXPENDITURE (continued)

Consultancy Agreements

In the event that the Company terminates all of the Directors’ and Specified Executives’ consultancy agreements, there is a requirement to continue payment of the fees for a period of twelve months or two months in the case of Specified Executives. Should the services of the Directors not be required during that 12 months the cost to the company would be $105,216.

NOTE 21 - RELATED PARTIES

(a) Remuneration and retirement benefits

Information on remuneration of Directors during the financial period is disclosed in Note 17.

(b) Other transactions of Directors and Director-related entities

There are no other transactions of Directors and Director-related entities.

(c) Transactions of Directors and Director-related entities concerning shares and share options

The aggregate number of shares and share options of the Company held directly, indirectly or beneficially by Directors or their Director-related entities at balance date were as follows:

2009 2008

Ordinary shares – fully paid 9,540,000 9,540,000

Options to acquire ordinary shares 15,000,000 15,000,000

Details of transactions of Directors and Director-related entities concerning shares and share options are set out in Note 15.

(d) Wholly owned controlled entities

Transactions between wholly owned Aurora Resources Pty Ltd and the parent entity consist of an interest free unsecured loan of $5,760,016 (2008: $2,723,540). Working capital requirements are met by the Parent Entity and recharged through the inter-company accounts.

(e) Non-wholly owned and controlled entities

In June 2009 the parent entity increased its interest in Desert Energy Limited from 48.62% to 52.89% as a result of the sale transaction of Dawn Metals Limited. Transactions between the parties as at 30 June 2009 consist of a net receivable of $669,637 (2008: $270,187) owed by Desert Energy to the parent. Facilities charges of $84,000 were also paid to the parent in the year ending 30 June 2009 (2008: $73,839)

NOTE 22 - EVENTS OCCURRING AFTER BALANCE DATE

On 13 August 2009 the Company made a placement of 10,529,000 ordinary fully paid shares at 25 cents each to professional investors to raise $2,632,250, before costs of the issue, to be applied to exploration at the Capricorn project and ongoing working capital. The total number of shares on issue following the placement increased to 80,724,722 ordinary shares.

Other than as started above, there are no matters or circumstances which have arisen since the end of the financial year that have significantly affected the operations of the Company or the results of those operations or the state of affairs of the Company, nor are there any such matters or circumstances or likely developments which may significantly effect the future operations or the results of those operations or the state of affairs of the Company, in subsequent financial years.

NOTE 23 - NUMBER OF EMPLOYEES

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NOTE 24 - SEGMENT INFORMATION

The Company operates predominantly in one industry. The principal activities are base metal, uranium, gold and iron ore exploration and prospecting.

The Company currently operates in a single segment, being mineral exploration in Australia and New Zealand.

NOTE 25 – RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH FLOW FROM OPERATING ACTIVIITIES


2009$

2008$

2009$

2008$

Loss after income tax (3,506,776) (7,236,189) (2,205,839) (4,200,888)

Minority Interest in Profit (1,791,898) (1,473,152) - -

Unrealised foreign currency translation gains/(losses) - - - -

Remuneration – options expense 989,278 3,212,870 574,640 1,916,437

Fair value adjustment to financial instrument - - 1,136,739 (1,377,865)

Recovery of exploration expenses from controlled entities (1,453,063) -

Write-down of loan to controlled entity - - 1,120,196 3,085,735

Profit on disposal of listed investments - - (1,112,783) -

(Profit)/loss on disposal of plant & equipment 4,134 - (1,271) -

Depreciation expense 205,918 102,460 120,146 75,009

Change in operating assets and liabilities

(Increase)/decrease in receivables (55,034) 22,811 (61,201) (118,650)

(Increase) in prepayments (23,928) (25,008) (23,928) (15,006)

Increase in creditors (151,083) (149,572) (466,759) (49,795)

Net cash outflow from operating activities (4,329,389) (5,296,439) (2,373,123) (685,023)

Non-cash financing and investing activities

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NOTE 26 - EARNINGS PER SHARE

Consolidated

2009Cents

2008Cents

Basic loss per share (cents per share) (5.00) (10.74)

Diluted loss per share (cents per share) (5.00) (10.74)

Reconciliation of loss

$ $

Loss used in calculating earnings per share – basic and diluted (3,506,776) (7,236,189)

Net loss for the reporting period (3,506,776) (7,236,189)

2009 2008

No of Shares No of Shares

Weighted average number of ordinary shares outstanding during the year used in the calculation of basic & diluted earnings per share 70,195,722 67,365,977

At 30 June 2009 the Company has on issue 33,272,500 unlisted options (2008: 24,140,000) over ordinary shares that are not considered to be dilutive.

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directors’ declaration

The Directors of the Company declare that:

1. the financial statements and notes set out in this financial report, are in accordance with the Corporations Act 2001 including:

a) complying with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

b) give a true and fair view of the Company’s and Consolidated Entity’s financial position as at 30 June 2009 and of their performance for the financial year ended on that date.

2. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

The directors have been given the declarations required by Section 295A of the Corporations Act 2001.

This declaration is made in accordance with a resolution of the directors.

.............................................

DIRECTOR

Perth, 3 October 2009

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Total Financial Solutions Member Horwath International WHK Horwath Perth Audit Partnership ABN 96 844 819 235 Level 6, 256 St Georges Terrace Perth WA 6000 Australia GPO Box P1213 Perth WA 6844 Australia Telephone +61 8 9481 1448 Facsimile +61 8 9481 0152 Email [email protected] www.whkhorwath.com.au A WHK Group firm

Horwath refers to Horwath International Association, a Swiss verein. Each member of the Association is a separate and independent legal entity.

INDEPENDENT AUDIT REPORT TO MEMBERS OF AURORA MINERALS LIMITED AND ITS CONTROLLED ENTITIES

We have audited the accompanying financial report of Aurora Minerals Limited (the company) and its Controlled Entities (the consolidated entity), which comprises the balance sheet as at 30 June 2009 and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies and other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note1, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards (IFRS) ensures that the financial report, comprising the financial statements and notes, complies with IFRS.

Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Auditor’s OpinionIn our opinion, the financial report of Aurora Minerals Limited and Aurora Minerals Limited and its Controlled Entities is in accordance with the Corporations Act 2001 including:

(a) (i) giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2009 and of their performance for the year ended on that date; and

(ii) complying with Australian Accounting Standards (including Australian Accounting Interpretations) and the Corporations Regulations 2001.

(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

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REPORT ON THE REMUNERATION REPORT

We have audited the Remuneration Report included in pages 6 to 8 of the directors’ report for the year ended 30 June 2009. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion In our opinion the Remuneration Report of Aurora Minerals Limited for the year ended 30 June 2009, complies with section 300A of the Corporations Act 2001.

WHK HORWATH PERTH AUDIT PARTNERSHIP

CYRUS PATELL Principal

Perth, WA Dated this 3rd day of October 2009

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Total Financial Solutions Member Horwath International WHK Horwath Perth Audit Partnership ABN 96 844 819 235 Level 6, 256 St Georges Terrace Perth WA 6000 Australia GPO Box P1213 Perth WA 6844 Australia Telephone +61 8 9481 1448 Facsimile +61 8 9481 0152 Email [email protected] www.whkhorwath.com.au A WHK Group firm

Horwath refers to Horwath International Association, a Swiss verein. Each member of the Association is a separate and independent legal entity.

AUDITOR’S INDEPENDENCE DECLARATION

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Aurora Minerals Limited for the year ended 30 June 2009, I declare that, to the best of my knowledge and belief, there have been: (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the

audit; and

(b) no contraventions of any applicable code of professional conduct in relation to the audit. WHK HORWATH PERTH AUDIT PARTNERSHIP

CYRUS PATELL Principal

Dated this 3rd day of October 2009

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corporate governance statement

The Board of Directors of Aurora Minerals Limited (the “Company”) is responsible for monitoring the business undertakings of the Company and protecting the rights and interests of shareholders. High standards of corporate governance are considered essential to give effect to these responsibilities. The Board has appointed a Corporate Governance Committee currently comprising the Chairman, the General Manager and the Company Secretary. The Company’s corporate governance policies are set and reviewed from time to time by the Board having regard to any changing circumstances of the Company and the best interests of shareholders. They comply with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (the ‘Principles’) as revised and reissued in August 2007.

This statement outlines the Company’s corporate governance policy for the financial year ended 30 June 2009. Any documents referenced in this statement as being available on the Company’s website can be found on www.auroraminerals.com.

1 LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1 Functions reserved for the Board and those delegated to senior executives

The Board’s key objective is to increase of shareholder value by the successful exploration for and/or production of minerals. The Board focuses the Company’s activities on pursuing exploration opportunities in the mineral resource sector which are judged to have the potential for success, without exposing the Company to undue risk. Aurora Minerals’ principal current focus is on its manganese prospects in the Capricorn Project. The Company also has projects prospective for gold, base metal and platinum group metals and has a 53% controlling interest in Desert Energy Limited, a listed uranium explorer. The Company’s main approach is to add shareholder value by the discovery of economic mineral deposits.

The Board is accountable to shareholders for the performance of the Company, and its responsibilities include:

(a) approval of corporate strategy including approval of budgets and monitoring performance against such budgets;

(b) determining the capital structure of the Company;

(c) appointing and determining the duration, remuneration and other terms of appointment of the chief executive officer(s) and other senior management;

(d) evaluating the performance of the Managing Director and Executive Director (“the Executive Directors”) and other senior management;

(e) approval of financial and other periodic reporting requirements;

(f) approval of a risk management strategy and framework and monitoring their effectiveness;

(g) corporate governance systems and practices within the company;

(h) approval of investments, corporate acquisitions, new joint ventures; and

(i) appointment of the external auditors and principal advisors.

Remuneration and other terms of engagement for the directors are formalised in consulting agreements with their respective companies and the terms of these agreements are summarised in the annual Remuneration Report forming part of the Directors Report which accompanies the annual financial report.

Any new directors, who may be appointed to the Board, will be provided with a letter of appointment including their remuneration details together with copies of Company and Board policies, the Constitution and access to prior Board minutes and papers. New directors will also be advised of their confidentiality and disclosure obligations, share trading policy guidelines, indemnity and insurance arrangements.

Senior executives

The role of the Executive Directors during the year under review has been to manage the Company’s exploration activities and business development on a day to day basis pursuant to authority delegated by the Board and implementation of Board and corporate policy and planning in accordance with approved exploration programmes and budgets. The Executive Directors report to the Board regularly and are under an obligation to make sure that all reports which they present give a true and fair view of the Company’s exploration and corporate activities.

1.2 The process for evaluating the performance of senior executives

The Board is responsible for setting the Executive Directors’ performance objectives and for evaluating their performance against them. The full Board carries out an annual review of the adequacy of his remuneration and participation in share incentive arrangements.

The Board is responsible for the appointment of the Company Secretary, evaluating his performance on an annual basis and determining his remuneration

2 STRUCTURE THE BOARD TO ADD VALUE

2.1 Board members’ independence

None of the Company’s three Directors are independent in terms of the Relationships affecting Independent

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corporate governance statement

Status (the “Categories”) in Recommendation 2.1 of the Principles. Notwithstanding this apparent non-compliance the Board is of the opinion that the objectives and current strategy of the Company are well served by retaining the current composition of the Board, irrespective of the Directors’ degree of independence. A determination with respect to independence is made by the Board on an annual basis. In addition the Directors are required on an ongoing basis to disclose relevant personal interests and conflicts of interest which may in turn trigger a review of a director’s independent status.

2.2 Chairman’s independence

As detailed above the chairman is considered not to be independent.

2.3 Roles of chairman and chief executive officer

The Company has complied with this Principle - the chief executive officer role is filled by the two Executive Directors.

Role of the Chairman

The Chairman is responsible for the effective conduct of meetings of directors and general meetings of shareholders. The Chairman is also responsible for settling the agenda for Board meetings with the Company Secretary and the Executive Directors. Any director of the Board may request an item of business to be included on the agenda.

While the Executive Directors are responsible to the Board as a whole, they also liaise with the Chairman regularly.

2.4 The Board should establish a nomination committee

A Nomination Committee has been established. The Board considers that it is in the best interests of the Company to determine the criteria for the selection of new directors based on any perceived “gaps” in the skill set of the Board as and when a casual vacancy arises.

Retirement and rotation of directors is governed by the Corporations Act and the constitution of the Company. Each year, one-third of the directors must retire and offer themselves for re-election. Any casual vacancy filled between general meetings will be subject to a shareholder vote at the next Annual General Meeting of the Company.

Re-appointment of directors is not automatic. Shareholders are provided with relevant information on each of the candidates for election or, where applicable, re-election.

2.5 Board performance

Due to the size and composition of the Board, the Company does not have a formal process for the performance evaluation of the Board, its committees or individual directors.

Accordingly, no formal performance evaluation for the Board or its members took place in the reporting period.

New directors will have access to all employees to gain full background on the Company’s operations.

All directors have access to company records and information and receive regular detailed financial and operational reports from management. The Chairman regularly consults with the Executive Directors and the Company Secretary and may consult with and request additional information from any employee.

The Board collectively, and each director individually, has the right to seek independent professional advice at the expense of the Company to assist with the discharge of their duties. While the Chairman’s prior approval is required, it may not be unreasonably withheld.

Company Secretary

The Board is responsible for the appointment of the Company Secretary. The Company Secretary is responsible for providing directors with ongoing guidance and advice on commercial and corporate governance matters. The Company Secretary also provides guidance for the preparation of the semi annual and annual accounts.

3. PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING

3.1 Code of conduct

The Company has a code of conduct and is committed to achieving the following objectives:

ensuring that all of its business affairs are conducted legally, ethically and with integrity;

ensuring that the Company itself and its joint venturers who act as operators of projects in which the Company has an interest adopt high standards of occupational health and safety, environmental management and ethics;

managing its legal obligations and the reasonable expectations of stakeholders effectively through the development and implementation of a risk management framework which incorporates these key areas; and

fostering and maintaining a culture of ownership, care, professional excellence, confidentiality, integrity and freedom from any conflict or perceived conflict of interest in each of the Company’s employees and consultants.

Director Conflict of Interest

All directors are required to disclose any actual or potential conflict of interest upon appointment and are required to keep these disclosures to the Board up-to-date.

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3.2 Trading in company securities

The Aurora Minerals Board policy is that directors, officers and employees are prohibited from dealing in the Company’s shares when they possess inside information. Prior approval of the Chairman is required by any Director or officer of the Company wishing to trade any securities in Aurora Minerals . ‘Inside information’ is information that, if it were generally available, would or would be likely to influence investors in deciding whether to buy or sell the Company’s securities.

4. SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

4.1 Audit committee

Aurora Minerals has established an audit committee.

The Audit Committee and the Board monitors the form and content of the Company’s financial statements; it also maintains an overview of the Company’s internal financial control and audit system and risk management systems.

Additionally, on an annual basis, the Board, in line with its overall responsibility to shareholders, reviews the performance and independence of the external auditor and the continuation of that appointment. The Board also approves the remuneration and terms of engagement of the external auditor. Any appointment of a new external auditor will be submitted for ratification by shareholders at the next annual general meeting of the Company.

Corporate governance recommendations 4.2 and 4.3 do not apply as there is no audit committee.

5. MAKE TIMELY AND BALANCED DISCLOSURE

5.1 Compliance with ASX disclosure requirements

Compliance procedures, to ensure timely and balanced disclosure of information in line with the Principles have been noted and adopted by the Company. The Company Secretary is charged with ensuring that any necessary steps which need to be taken by the Company are brought before the Board for discussion and, subject to amendment, approval.

The Company Secretary, assisted by the General Manager, is responsible for non-material and standard form disclosures to the market. In addition he is responsible for communications with the ASX.

Commentary on Financial Results

The Company provides commentary in the Directors’Report accompanying its half yearly and yearly results in a clear and objective manner to ensure that shareholders and potential shareholders have access to the information needed to make an informed assessment of the Company’s activities and results.

6. RESPECT THE RIGHTS OF SHAREHOLDERS

6.1 Communication with and participation of Shareholders

The Board aims to ensure that shareholders are fully informed by communicating to shareholders through:

continuous disclosure reporting to the ASX;

the quarterly, half yearly and annual reports; and

media releases copies of which are lodged with ASX and placed on the Company’s website, www.auroraminerals.com.

Shareholders are given the option to receive information such as the Annual Report and Notices of Meeting /Explanatory Memoranda in print or electronic form.

Aurora Minerals Limited maintains a website at www.auroraminerals.com and complies with the continuous disclosure requirements of the ASX Listing Rules. Shareholders may find all recent information on the Company under various headings on the Company’s website, including latest ASX releases, details of its projects and its Corporate Profile. Shareholders may also request a copy of the Company’s ASX recent releases.

7. RECOGNISE AND MANAGE RISK

7.1 Oversight and management of material business risks

The Company has a management policy in place for the identification and effective management of risk. The policy caters for the management of risk by the Board and management being principally the risks involved in exploration for gold, base metal and platinum group metals.

7.2 Design and implementation of systems to manage material business risks

Management has established a register of business risks and identified the material business risks affecting the Company. To the extent possible in a Company with a very small number of staff, internal controls are in place to mitigate against any material business risks. Risks of a strategic, financial and operational nature (such as ability to raise capital to fund exploration, commodity price and currency fluctuations, adequate levels of insurance, contract documentation, resourcing, and meeting financial reporting and compliance obligations) are reviewed on a regular basis by the Board as and when applicable.

Potential operational risks involved in running the Company are managed by the Board. Due to the size of the Company, the Board does not consider it practicable to establish a separate committee to focus

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on these issues but has designated that the Corporate Governance Committee be charged with the overall responsibility for the implementation of the policy and report to the Board on whether those risks are being managed effectively.

7.3 Compliance with Corporations Act Section 295A

The Board receives a declaration from an Executive Director and the General Manager covering the matters set out in section 295A of the Corporations Act 2001 and in accordance with the terms stipulated in Recommendation 7.3.

8. REMUNERATE FAIRLY AND RESPONSIBLY

8.1 Remuneration committee

The Company has constituted a remuneration committee to review Director remuneration.

The Remuneration Committee and the Board reviews, on an annual basis, executive remuneration and incentive policies. In addition, the Board reviews and approves the audited remuneration report set out in the Directors’ Report. The Board where needed consults external consultants and specialists.

8.2 Distinguishing remuneration structure

Remuneration for non-executive directors is fixed. Non-executive directors do not receive any retirement benefits, except that, as part of their fixed remuneration. For information about non-executive director remuneration practice, please refer to the audited remuneration report set out in the Directors’ Report.

Executive Directors

For information about the remuneration of the Executive Directors, reference can be made to the audited remuneration report set out in the Directors’ Report.

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shareholder information

The shareholder information set out below was applicable at 24 September 2009

1. Number and Distribution of Equity Securities

The number and class of all securities on issue:

ASX Code Number and DescriptionARM 80,724,722 Ordinary fully paid shares

ARMAA 7,500,000 Consultants options (not listed, expiring 31 Oct 2014)

ARMAB 562,500 Employee options (not listed, expiring 30 Nov 2012)

ARMAC 500,000 Consultants options (not listed, expiring 30 April 2011)

ARMAI 330,000 Employee options (not listed, expiring 31 May 2013)

ARMAM 2,850,000 Employee options (not listed, expiring 3 June 2013)

ARMAK 630,000 Employee options (not listed, expiring 30 Nov 2012)

ARMAD 7,500,000 Consultants options (not listed, expiring 22 Nov 2015)

ARMAD 2,050,000 Consultants options (not listed, expiring 22 Dec 2011)

ARMAW 6,000,000 Consultants options (not listed, expiring 19 Dec 2011)

ARMAY 1,800,000 Consultants options (not listed, expiring 19 Jan 2010)

ARMAZ 3,550,000 Consultants options (not listed, expiring 30 Nov 2010)

The number of holders

Ordinary Shares fully paid (ASX Code ARM): 949

Distribution of equity securities

Ordinary Shares (ARM)

Size of Holding No of Holders Shares Held

1-1,000 50 32,883

1,001-5,000 207 653,220

5,001-10,000 212 1,867,597

10,001-100,000 393 13,970,148

100,001 and over 87 64,200,874

Total 816 80,724,722

Marketable parcel There are 53 shareholders who hold less than a marketable parcel of 1,087 shares.

2. Substantial Shareholders

Name No of Shares %

Stacey Radford 4,120,000 5.10

HSBC Custody Nominees (Australia) Limited 4,066,867 5.04

3. Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting every shareholder or class of shareholder present in person or by proxy, attorney or representative has one vote on a show of hands and, on a poll, one vote for each fully paid share which that member holds or represents.

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4. Twenty Largest Shareholders as at 24 September 2009 The twenty largest fully paid shareholders hold 57.80% of the issued capital and are tabled below:

Shareholder No. of Shares %

1. Stacey Radford 4,120,000 5.10

2. HSBC Custody Nominees (Australia) Limited 4,066,867 5.04

3. ANZ Nominees Limited (Cash Income A/C) 3,901,011 4.83

4. Forbar Custodians Limited (Forsyth Barr Ltd - Nominee Account) 3,645,222 4.52

5. Garry Patrick O’Hara 3,100,000 3.84

6. William Douglas Goodfellow 3,100,000 3.84

7. Robert Spencer Taylor (Pelican A/C) 3,050,000 3.78

8. Archem Trading (NZ) Limited 2,700,000 3.34

9. Custodial Services Ltd (Beneficiaries Holding A/C) 2,548,200 3.16

10. Phillip Sidney Redmond Jackson 2,550,000 3.16

11. Fortis Clearing Nominees Pty Ltd (Settlement A/C) 2,142,819 2.65

12. Amalgamated Dairies Limited 2,000,000 2.48

13. Forty Traders Limited 1,685,714 2.09

14. S C Corporation Pty Ltd (Graham Family Account) 1,671,545 2.07

15. David George Metford STL Super Fund Account 1,448,850 1.79

16. P S Consulting Pty Ltd (No 2 Super A/C) 1,143,400 1.42

17. Ronay Investments Pty Ltd 1,088,566 1.35

18. J P Morgan Nominees Australia Limited 1,000,000 1.24

19. Robert Gordon Bruce Roberts (Rosbruce A/C) 900,000 1.11

20 Chemco Pty Ltd 800,000 0.99

46,662,194 57.80

Total Issued Shares 80,724,722 100.00

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InfoRMAtIonmineral tenement

PROJECT TENEMENT PERCENT NOTES TITLE HOLDER/ JOINT VENTURE OR NATIVE HOLDING APPLICANT SUB LICENCE TITLENEW ZEALAND Macraes West pp 39 267 100% Aurora Minerals limited Glass earth earning interest WESTERN AUSTRALIA Capricorn e08/1669 100% Granted Aurora Resources pty ltd Capricorn e08/1691 100% Granted Aurora Resources pty ltd Capricorn e08/1692 100% Granted Aurora Resources pty ltd Capricorn e08/1693 100% Granted Aurora Resources pty ltd Capricorn e08/1694 100% Granted Aurora Resources pty ltd Capricorn e08/1717 100% Granted Aurora Resources pty ltd Capricorn e08/1718 100% Granted Aurora Resources pty ltd Capricorn e08/1719 100% Granted Aurora Resources pty ltd Capricorn e08/1720 100% Granted Aurora Resources pty ltd Capricorn e08/1721 100% Application Aurora Resources pty ltd Capricorn e08/1725 100% Granted Aurora Resources pty ltd Capricorn e08/1726 100% Granted Aurora Resources pty ltd Capricorn e08/1729 100% Granted Aurora Resources pty ltd Capricorn e08/1730 100% Granted Aurora Resources pty ltd Capricorn e08/1731 100% Granted Aurora Resources pty ltd Capricorn e08/1754 100% Application Aurora Resources pty ltd ntCapricorn e08/1755 100% Granted Aurora Resources pty ltd Capricorn e08/1764 100% Application Aurora Resources pty ltd Capricorn e08/1765 100% Application Aurora Resources pty ltd Capricorn e08/1766 100% Application Aurora Resources pty ltd Capricorn e08/1768 100% Application Aurora Resources pty ltd Capricorn e08/1777 100% Application Aurora Resources pty ltd Capricorn e08/1778 100% Application Aurora Resources pty ltd ntCapricorn e09/1392 100% Application Aurora Resources pty ltd Capricorn e09/1425 100% Application Aurora Resources pty ltd Capricorn e09/1426 100% Application Aurora Resources pty ltd Capricorn e09/1427 100% Application Aurora Resources pty ltd Capricorn e09/1428 100% Application Aurora Resources pty ltd Capricorn e09/1429 100% Application Aurora Resources pty ltd (e09/1600) Capricorn e09/1433 100% Application Aurora Resources pty ltd (e09/1599) Capricorn e09/1472 100% Application Aurora Resources pty ltd Capricorn e09/1602 100% Application Aurora Resources pty ltd Capricorn e09/1605 100% Application Aurora Resources pty ltd Capricorn e09/1652 100% Application Aurora Resources pty ltd Capricorn e52/1975 100% Application Aurora Resources pty ltd Capricorn e52/2036 100% Application Aurora Resources pty ltd Capricorn e52/2037 100% Application Aurora Resources pty ltd Capricorn e52/2038 100% Granted Aurora Resources pty ltd Capricorn e52/2039 100% Granted Aurora Resources pty ltd Capricorn e52/2040 100% Granted Aurora Resources pty ltd Capricorn e52/2137 100% Application Aurora Resources pty ltd Capricorn e52/2138 100% Application Aurora Resources pty ltd Walberg e52/2344 100% Granted Aurora Resources pty ltd Walberg e52/2345 100% Granted Aurora Resources pty ltd

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mineral tenement

PROJECT TENEMENT PERCENT NOTES TITLE HOLDER/ JOINT VENTURE OR NATIVE HOLDING APPLICANT SUB LICENCE TITLE

Glenburgh e09/1353 100% Application Aurora Resources pty ltd Sub-licence to Desert energy Glenburgh e52/1969 100% Granted Aurora Resources pty ltd Sub-licence to Desert energy Glenburgh e52/1983 100% Application Aurora Resources pty ltd Sub-licence to Desert energy Glenburgh e09/1368 100% Application Aurora Resources pty ltd Sub-licence to Desert energy Glenburgh e52/1988 100% Application Aurora Resources pty ltd Sub-licence to Desert energy Glenburgh e52/1989 100% Application Aurora Resources pty ltd Sub-licence to Desert energy Glenburgh e52/1990 100% Application Aurora Resources pty ltd Sub-licence to Desert energy Glenburgh e09/1634 100% Application Aurora Resources pty ltd Glenburgh e09/1635 100% Application Aurora Resources pty ltd Camel Hills e09/1313 100% Application Aurora Resources pty ltd Camel Hills e09/1314 100% Application Aurora Resources pty ltd Camel Hills e09/1320 100% Application Aurora Resources pty ltd Camel Hills e09/1321 100% Application Aurora Resources pty ltd Camel Hills e09/1322 100% Application Aurora Resources pty ltd Camel Hills e09/1323 100% Application Aurora Resources pty ltd Camel Hills e09/1398 100% Application Aurora Resources pty ltd Camel Hills e09/1399 100% Application Aurora Resources pty ltd Camel Hills e09/1400 100% Application Aurora Resources pty ltd Camel Hills e09/1535 100% Application Aurora Resources pty ltd ntCamel Hills e09/1546 100% Application Aurora Resources pty ltd nt Camel Hills e09/1548 100% Application Aurora Resources pty ltd nt Camel Hills e09/1549 100% Application Aurora Resources pty ltd ntCamel Hills e09/1550 100% Application Aurora Resources pty ltd ntCamel Hills e09/1587 100% Application Aurora Resources pty ltd ntCamel Hills e09/1588 100% Application Aurora Resources pty ltd ntCamel Hills e09/1589 100% Application Aurora Resources pty ltd ntCamel Hills e09/1595 100% Application Aurora Resources pty ltd Camel Hills e09/1596 100% Application Aurora Resources pty ltd Camel Hills e09/1597 100% Application Aurora Resources pty ltd Camel Hills e52/1961 100% Granted Aurora Resources pty ltd Berringarra e20/642 100% Application Aurora Resources pty ltd Sub-licence to Desert energy Wellstead e70/2990 100% Granted Aurora Resources pty ltd

E: exploration licence NT: Denotes native title objection by Claimant

PP: prospecting permit

Where Applications exist, the Company or the Applicant is not entitled to ownership until title is granted by the appropriate authority. tenements Sub licenced to Desert energy are subject of a Deed of Sub licence between Aurora and Desert energy.

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risks

INTRODUCTIONExploration and mining companies throughout the world are subject to the inherent risks of the minerals industry.

Investors should be aware that an investment in the Company (and its subsidiaries) involves a number of risks. Intending investors should read the whole of this section; the Companies ASX Announcements (including the Desert Energy Prospectus); and the Company’s website including the Sustainability Section in order to fully appreciate such matters and the manner in which the Company intends to operate, before any decision is made to trade in the Company’s securities.

The following summary, which is not exhaustive, lists some of the major risk factors, of which potential investors need to be aware.

For more information on the risks including Native Title matters, land access, environmental legislation, financing or other risks associated with exploration and mining, there is extensive information on the Company’s website and in its ASX announcements and interested parties and potential investors should read these.

Companies operating in Australia and New Zealand (where Aurora Minerals has its tenements) are subject to the relevant laws in those jurisdictions.

These include, in the case of the Western Australian tenements;

• theWesternAustralianMiningAct1978,

• theCommonwealthGovernmentNativeTitleAct;and

• the relevant State and Federal environmentaland occupational health and safety legislation;

• Miningtenements inWesternAustraliaarealsosubject to statutory requirements of certain other Acts including the Aboriginal Heritage Act 1972, Environmental Protection Act 1971, Rights in Water and Irrigation Act 1914 and Conservation and Land Management Act 1984.

and in the case of New Zealand;

• theCrownMineralsAct1991,

• theResourceManagementAct1991,

• theConservationAct(1987),

• theinterestsofMaorigroupsandapplicationofthe Treaty of Waitangi,

• landownerswithintheCompany’sprospects,and

• jointventurepartnersinterests.

Summary

The future viability and profitability of the Company as an exploration and mining company will depend on a number of factors, including:

1. Tenements

• Risks associated with obtaining the grant ofany or all of the Company’s mining tenements or permits which are applications, or renewal of tenements upon expiry of their current term, including the grant of subsequent titles where applied for over the same ground;

• Generally the grant or refusal of tenements issubject to ministerial discretion and there is no certainty that the tenements applied for will be granted;

• Applications are also subject to additionalprocesses and requirements under the Native Title Act;

• No legal orequitable interest inoraffectinganexploration licence application can be transferred or dealt with while it is at the application stage;

• Followinggrant,nolegalorequitableinterestinor affecting a granted exploration licence can be transferred or otherwise dealt with during the first year of its term without the prior written consent of the relevant Western Australian Government minister (“Minister”);

• The Company’s ability to mine, in theevent that exploration on an exploration tenement owned by the Company, or in which the Company has an interest, results in an economic deposit being discovered. The grant or refusal of production tenements is generally subject to ministerial discretion and there is no certainty that a production tenement will be granted.

2. Native Title and Heritage Matters

• Tenement applications and granted tenementsare subject to the processes and requirements of the Native Title Act;

• Any application for a production tenementmaybe subject to the right to negotiate process under the Native Title Act in which case the grant of a valid tenement may require either the successful negotiation of an agreement with the native title claimants or holders or alternatively a successful application to the National Native Title Tribunal that the production tenement be granted.;

• TherighttonegotiateprocessunderNativeTitlematters can result in significant delays to the implementation of any exploration or mining or stall it;

• Negotiatednativetitleagreementsmayadverselyimpact on the economics of exploration or mining depending on the nature of any commercial terms agreed;

• Risksarisingbecauseoftherightsofindigenousgroups in jurisdictions in which the Company operates which may affect the Company’s ability to gain access to prospective exploration areas and to obtain exploration titles and access, and to obtain production titles for mining if exploration is successful;

• If negotiations for such access are successful,compensation may be necessary in settling or otherwise coming to some sort of agreement regarding indigenous title claims lodged or heritage matters over any of the tenements held or acquired by the Company;

• Therisksassociatedwithbeingabletonegotiateaccess to land, including conducting heritage and environmental surveys, to allow for prospecting, exploration and mining, is time and capital

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risks

consuming and may be over budget and is not guaranteed of success.

3. Personnel Availability

• Intheverycompetitiveenvironmentofthecurrentminerals boom, particularly in Western Australia, the availability and high cost of exploration and mining personnel, contractors and equipment for exploration and mining, and corporate and administration personnel and the cost of identifying, negotiating with and engaging the same and keeping them, is an important issue affecting exploration companies and can lead to significant delays in conducting exploration and mining activities.

4. Environmental

• Environmentalmanagementissuesmayneedtobe complied with from time to time. There are very substantive legislative and regulatory regimes with which companies need to comply for land access, exploration and mining which can lead to significant delays.

5. Weather and Access

• Many of theCompany’s projects are in remoteareas and are subject to access and weather issues.

• Pooraccess toexplorationareasasa resultofremoteness or difficult terrain;

• Poor weather conditions over a prolongedperiod which might adversely affect mining and exploration activities and the timing of earning revenues. This varies from high temperatures in summer, cyclones or alternatively very wet periods, each of which can disrupt or curtail exploration for considerable periods.

6. Repairs

• Unforeseenmajorfailures,breakdownsorrepairsrequired to key items of exploration equipment and vehicles, mining plant and equipment or mine structure resulting in significant delays, notwithstanding regular programs of repair, maintenance and upkeep.

7. Government Policy and Legislation

• The risk of material adverse changes in thegovernment policies or legislation of Australia and New Zealand affecting the level and practicality of mining and exploration activities.

Further Information Risks inherent in exploration and mining include, among other things, successful exploration and identification of ore reserves, satisfactory performance of mining operations if a mineable deposit is discovered and competent management.

Uranium Mining – Australian Government Regulation and Policy

Uranium mining in Australia is subject to extensive regulation by Commonwealth and State Governments in relation to exploration, development, production, exports, taxes and royalties, labour standards,

occupational health, waste disposal, protection and rehabilitation of the environment, mine reclamation, mine safety, toxic and radioactive substances, native title and other matters. Accordingly, the approval processes for uranium mining are more rigorous than for the mining of other metals, due to the need to comply with such laws and regulations. Compliance with such laws and regulations will increase the costs of exploring, drilling, developing, constructing, operating and closing mines and other production facilities. Further, there is a risk that, should economic deposits be discovered, the necessary government approvals may be significantly delayed.

All mining leases granted in Western Australia since 22 June 2002 have been issued subject to a condition prohibiting the mining of uranium. The new Government elected in September 2008 has indicated its intention to allow the mining of uranium and the Company believes that should its exploration activities be successful in discovering an economic uranium ore body, the necessary approvals to develop the discovery would, under this Government policy, be issued..

Land AccessIn 2006-2007 a large number of the Company’s Western Australian EL’s were applied for. A significant number of these are now granted, and the remainder are the subject of native title claimant objections.

The Company closely monitors the progress of its tenement applications and the Company has engaged a tenement consultant to assist with the process from the outset.

Delays to the grant of tenements of more than 12 months can occur if objections are lodged, under either the Mining Act or Native Title Act.

Native title objections are usually avoided if an applicant and an affected native title claimant/holder sign a standard heritage agreement, which facilitates the future survey and protection of heritage sites in areas of ground disturbing activities. However, many claimants appear to have moved away from supporting this process and in the areas affected by their claims, it is expected that delays in the granting of applications, and in conducting heritage surveys, might be experienced.

Heritage Surveys

Native Title clearances are generally not required for low impact activities such as the soil and rock chips sampling and airborne geophysical surveys, which the Company is currently focused on.

To ensure that that it does not contravene legislation while carrying out drilling on its tenements, the Company understands it would generally need to conduct heritage surveys to determine if any Aboriginal sites exist within the area of the drilling. If so, the Company would also need to ensure that any interference with such Aboriginal sites is in conformity with the provisions of the above WA Heritage Act and the Commonwealth Heritage Act.

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risks

In order to achieve outcomes in accordance with heritage agreements in areas it wishes to conduct drilling, the Company is and will be reliant on the timely, efficient and reasonable co-operation of the relevant Native Title claimants and those who represent them.

Environmental Risk

The Company’s projects are subject to stringent laws and regulations regarding environmental matters, which means there are potential liability risks and potential delays in gaining access for exploration or mining. The Company proposes to operate in accordance with applicable laws and conduct its programmes in a responsible manner with proper regard to the environment.

The approval processes for uranium mining are more rigorous than for the mining of other metals, as both Commonwealth and State Government legislation needs to be satisfied. There is a risk that, should economic deposits be discovered, the necessary government approvals may be significantly delayed.

Exploration and Development Capital

Exploration will reduce the cash reserves of the Company. The Company may be dependent on seeking exploration capital, through equity raisings, debt, spin offs or joint venture financing, to support long term exploration and evaluation of its projects. In the event that an economic deposit is discovered, the ability to exploit such a deposit is likely to be subject to the Company’s ability to raise the necessary development finance through equity raisings, debt, spin offs or joint venture financings. The Company cannot provide any guarantees that such finance for exploration, or for mining will be available to the Company at such time in the future as it may require and this could lead to the loss of tenements.

Liquidity and Realisation Risks

There can be no guarantee that an active market in Securities will develop or that the price of Securities will increase. Moreover, there may be relatively few buyers or a relatively high number of sellers of the Securities on the ASX at any given time, which may increase not only the volatility of the market price of the Securities but also the prevailing price at which the Shareholders can sell their Securities. This may result in Shareholders receiving a market price for their Securities that is less than the price paid for their Securities.

Sharemarket Conditions

The price of the Company’s shares quoted on the ASX is influenced by international and domestic factors or even on a day to day basis by individual investor’s decisions to buy or sell the Company’s securities.

Should these produce a negative effect on the share price, this may also affect the Company’s ability to raise development capital.

General Economic Factors and Investment Risks

General economic conditions may affect inflation and interest rates, which in turn may impact upon the Company’s operating costs and financing. Other factors that may adversely affect the Company’s activities in Australia or overseas include changes in government

policies, natural disasters, industrial disputes, social unrest or war on a local or global scale and commodity prices and exchange rates, which are constantly changing.

Speculative Nature of Investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Company’s securities.

Therefore, the Company’s securities carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that investment in the Company is speculative and should consult their professional advisers before deciding whether to trade in the Company’s securities.

Unforeseeable Risks

There are likely to be risks that the Directors and the Company and its advisors are unaware of or do not fully appreciate at any point in time. Over time or with the benefit of hindsight these sometimes become apparent. Such risks may be related to legislation, regulation, business conditions, land access, personnel or equipment availability, conflicts and disputes at a local or international level, data issues and a variety of other unforeseen eventualities.

NEW ZEALANDThe Company has a limited number of tenements in New Zealand.

In New Zealand all naturally occurring petroleum, gold, silver and uranium is owned by the Government. The allocation of rights to prospect, explore or mine minerals that are owned by the Government is carried out by the issuing of permits under the Crown Minerals Act 1991(CMA). The policy and procedures followed for the allocation of the mineral resources are determined in the Minerals Programmes and requirements to be met defined in the Regulations.

Issues to do with the environment are dealt with under the Resource Management Act 1991 (RMA). Local government authorities manage resource consents under the RMA. The process is separate from obtaining a permit for mineral rights under the CMA. The purpose of the RMA is to promote sustainable development of natural and physical resources, including use and development.

Drilling and mining in the Company’s New Zealand projects is subject to the Company receiving an array of such consents and permits.

The RMA consent process considers the environmental effects of activities associated with exploration and mining of minerals, making it a key consideration in the granting of consents for such activities.

It considers the relationship of Maori with their ancestral lands, water, sites of special significance and other taonga (treasured possessions) and the principles of

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the Treaty of Waitangi (the document which defines the relationship between Maori and the New Zealand Government). As a consequence, it is crucial to establish and maintain good working relationships with local iwi (tribes) in the area of any mining or exploration activity is important.

The granting of resource consents is administered by regional councils with regard to water and air and district councils in the case of land use matters. Consents are generally granted for a fixed term and may require renewal during the term of an exploration or mining permit. There is always a risk that as an outcome of any such “consenting process” the activity may be denied consent, or as an outcome of the “re-consenting process” the relevant consenting authority deny consent renewal or impose different conditions.

Neither a permit under the CMA or a consent under the RMA gives a right of access to land. Land access in determined by direct negotiation with the landowner.

In general, surface prospecting including surface sampling, mapping and geophysical surveys, is permitted on private land but it is always the Company’s strong preference to have landowner consent.

The right to have access to privately owned land for drilling and mining must be negotiated with the landowner and occupier of the land under the land access provisions of the Crown Minerals Act. If agreement cannot be reached the company may apply to the Minister responsible for Crown Minerals to appoint an arbitrator, which the Minister may do if he determines it to be in the public interest.

Access to land which is specifically owned by Maori under title requires the owners’ consent for all forms of prospecting, drilling and mining.

Access to Crown Land must be negotiated with the responsible Minister. In some cases Crown Land, or Crown Land which has been sold to private citizens may become subject to Maori Claims, pursuant to the Treaty of Waitangi. If successful, such claims could result in resumption of the land for a Maori claimant, though compensation would generally be payable to those effected, in such cases.

Crown Land administered by the Department of Conservation is governed by the Conservation Act 1987 (NZ). There are various categories of conservation land from high level Specially Protected Areas through to Marginal Strips, and Stewardship Areas. Stewardship areas may be sold under some circumstances subject to Ministerial approval and a public process.

The process for seeking consent under the RMA and other relevant legislation requires extensive stakeholder consultation, and enables all interested third parties to participate in the process.

It is important to then appreciate that the “consenting process” is a time and capital consuming process that is exacerbated by a lack of suitably qualified geological and land access personnel, who have been attracted to the Australian resources boom.

Forward Looking Statements

Forward-Looking Statements are statements included herein, including regarding future ability to finance projects and other statements that express management’s expectations or estimates regarding the timing of completion of various aspects of the projects’ development or of our future performance, constitute “forward-looking statements”.

The words “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “intends”, “continue”, “budget”, “estimate”, “may”, “will”, “schedule”, and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies.

In particular, the Company’s announcements and presentations include many such forward-looking statements and such forward- looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of Aurora Minerals to be materially different from its estimated future results, performance or achievements expressed or implied by those forward- looking statements and its forward-looking statements are not guarantees of future performance.

These risks, uncertainties and other factors are included in the Risks section on the Aurora Minerals and ASX websites.

Aurora Minerals expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, events or otherwise, except where required by law.

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CORPORATE DIRECTORY

DIRECTORS

Phillip JacksonChairman

Robert TaylorManaging Director

Garry O’HaraExecutive Director

COMPANY SECRETARY

Peter Ruttledge

STOCK EXCHANGE LISTING

Australian Stock Exchange Limited2 The EsplanadePerth WA 6000

Aurora Minerals Limited is a public listed company incorporated in Australia

SHARE REGISTRYComputershare Investor Services Pty Limited452 Johnston StreetAbbotsford vIC 3067

Telephone +61 3 9415 5000Facsimile +61 3 9473 2500

AUDITORS

WHK Horwath Chartered Accountants256 St Georges TcePerth Western Australia 6000

REGISTERED OFFICE271 Great Eastern HwyBelmont Western Australia 6104

Telephone +61 8 6365 4817Facsimile +61 8 6162 9079

Email [email protected] www.auroraminerals.com

ABN 46 106 304 787

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271 Great Eastern HwyBelmont Western Australia 6104

Telephone +61 8 6365 4817 • Facsimile +61 8 6162 9079Email [email protected] • Website www.auroraminerals.com

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for personal use only · exploration success for aurora minerals has been reflected in a healthy...

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