AURORA GOLD CORPORATION
238 WEST 4TH STREET, SUITE 2
NORTH VANCOUVER, B.C., CANADA V7M 1H7
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TELEPHONE: (604) 687-4432
FACSIMILE: (604) 687-4709
February 2, 2006
U.S. Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
Attention: Jason Wynn
Mail Stop: 6010
RE: Aurora Gold Corporation-Registration Statement on Form SB-2
File No. 333-130379
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Gentlemen:
Aurora Gold Corporation (the "Company"), hereby requests, pursuant to Rule
461 of the Securities Act of 1933, as amended, that the effective date for the
above-referenced Registration Statement be accelerated to 9:00 am Tuesday,
February 7, 2006, or as soon as practicable thereafter.
In connection with the foregoing, we hereby acknowledge that:
- Should the Securities and Exchange Commission (the "Commission") or
the staff, acting by delegated authority declare the filing effective, it
does not foreclose the Commission from taking any action with respect to
the filling.
- The action of the Commission or the staff, acting by delegated
authority, in declaring the filing effective does not relieve the Company
from its full responsibility for the adequacy and accuracy of the
disclosure in the registration statement; and
- The Company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by Commission or any
person under the federal securities laws of the United States.
Thank you for your courtesy, assistance and cooperation in this matter.
Very truly yours,
AURORA GOLD CORPORATION
By: /s/ A. Cameron Richardson
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Name: A. Cameron Richardson
Title: President