Tue Dec 21, 2004
Aurea Mining Inc. Announces Private Placement

Vancouver, B.C.: Aurea Mining Inc. ("Aurea") is pleased to announce the following transactions:

Private Placement
The Board of Directors of Aurea has approved an offering of up to 5,000,000 units ("Units") at a price of $0.26 per Unit, for maximum gross proceeds of $1,300,000, by way of a private placement. Each Unit will be comprised of one common share of Aurea and one-half of one common share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder thereof to purchase a further common share at a price of $0.40 per common share at any time until the earlier of (i) 18 months from the date if issuance and (ii) one year from the date on which the common shares are listed for trading on the TSX Venture Exchange (the "TSX-V"). The common shares of Aurea are not currently listed on the TSX-V.

Amendment to Property Acquisition Agreement

Aurea has entered into an agreement to amend the terms of its acquisition of Minera Ottawa, S.A. de C.V. (now Minera Aurea, S.A. de C.V.) ("Minera"), which was originally announced on May 14, 2004. It was a condition of the acquisition that Aurea would be listed on the TSX-V by December 30, 2004. In exchange for waiving this condition, the former owners of Minera have agreed to transfer to Aurea rights to additional mineral concessions in the State of Guerrero, Mexico and have been granted a 2.5% net smelter returns royalty interest on all of the 81,000 hectares of mineral concessions that are to be assigned to Minera in Guerrero gold belt in southern Mexico.

Debt Settlement

Aurea has agreed to set aside for issuance sufficient common shares to be issued as settlement of an outstanding debt in the amount of approximately US$120,000. This loan was incurred to enable Aurea to meet its operating expenses. Pursuant to the terms of a non-interest bearing loan, the outstanding indebtedness may be converted into common shares of Aurea at any time at a price of CDN$0.10 per common share.

Change of Directors
The board of directors of Aurea have appointed George Brack and Joe Fodor as new directors of Aurea. Concurrently with the appointment of the new directors, Richard Whittall has resigned as a director of Aurea, but remains a significant shareholder.

Mr. Fodor has 10 years experience as an investment banker in Vancouver and Toronto as well as 15 years in the practice of law in Toronto. He is currently the principal of Pitcairn Capital, a private investment-banking firm that specializes in providing structured finance advisory services to its clients. Mr. Fodor is a graduate of the University of Toronto and Queens University. He resides in West Vancouver.

George Brack is the head of North American activities of the Global Resources Team of Macquarie North America. He holds a BA Sc in Geological Engineering from the University of Toronto and an MBA from York University. Mr. Brack is also a CFA (ICFA).

For further information, please visit Aurea's web site at www.aureamining.com.

On behalf of the Board of Directors
Per: "Enrique R. Miranda-Paz"
Enrique R. Miranda-Paz
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