SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
AURORA GOLD CORPORATION
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
Definitive Proxy Materials
AURORA GOLD CORPORATION
1505-1060 Alberni Street
Vancouver, B.C., Canada V6E 4K2
August 24, 1999
Dear Stockholder:
It is our pleasure to invite you to the Annual Meeting of Stockholders of
Aurora Gold Corporation to be held on Thursday September 30, 1999 at 10:00 a.m.
at the Company's office, Suite 1505, 1060 Alberni Street, Vancouver, B.C.,
Canada V6E 4K2.
Whether or not you plan to attend, and regardless of the number of shares
you own, it is important that your shares be represented at the meeting. You are
accordingly urged to sign, date and return your proxy promptly in the enclosed
envelope, which requires no postage if mailed in the United States.
We sincerely hope you will be able to join us at the meeting. The officers
and directors of the Company look forward to seeing you at that time.
Sincerely,
/s/ A Cameron Richardson
---------------------------------
A. Cameron Richardson
Secretary
<PAGE>
Definitive Proxy Materials
AURORA GOLD CORPORATION
1505-1060 Alberni Street
Vancouver, B.C., Canada V6E 4K2
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
(September 30, 1999)
The Annual Meeting of Stockholders of Aurora Gold Corporation (the
"Company") will be held at the Company's office, Suite 1505, 1060 Alberni
Street, Vancouver, B.C., Canada V6E 4K2, on Thursday September 30, 1999 at 10:00
a.m. for the following purposes:
1. To elect Directors of the Company for the ensuing year.
2. To ratify the appointment of BDO Dunwoody LLP (Internationally BDO
Binder) as independent accountants for the Company.
3. To transact such other business as may properly come before the
meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on August 24, 1999
as the record date for the determination of stockholders entitled to notice and
to vote at the meeting and any adjournments thereof.
IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE SIGN AND DATE THE
ENCLOSED PROXY WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS, AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
/s/ A. Cameron Richardson
-----------------------------------
A. Cameron Richardson
Secretary
August 24, 1999
<PAGE>
Definitive Proxy Materials
AURORA GOLD CORPORATION
1505-1060 Alberni Street
Vancouver, B.C., Canada V6E 4K2
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
(September 30, 1999)
GENERAL INFORMATION
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Aurora Gold Corporation (the "Company") to be used at the Annual
Meeting of Stockholders to be held at the Company's office, Suite 1505, 1060
Alberni Street, Vancouver, B.C., Canada V6E 4K2, on Thursday September 30, 1999
at 10:00 a.m. and any adjournments thereof.
When the enclosed proxy is properly executed and returned, the shares of Common
Stock of the Company, par value of $0.001 per share (the "Common Stock"), it
represents will be voted at the meeting in accordance with any directions noted
thereon and, if no direction is indicated, the shares it represents will be
voted: (i) FOR the election of the nominees for Directors set forth below; (ii)
FOR the ratification of the appointment of BDO Dunwoody LLP (Internationally BDO
Binder) as independent accountants for the Company; and (iii) in the discretion
of the holders of the proxy with respect to any other business that may properly
come before the meeting. Any stockholder signing and delivering a proxy may
revoke it at any time before it is voted by delivering to the Secretary of the
Company a written revocation or a duly executed proxy bearing a date later than
the date of the proxy being revoked. Any stockholder attending the meeting in
person may withdraw his or her proxy and vote his or her shares.
The cost of this solicitation of proxies will be borne by the Company.
Solicitations will be made only by mail; provided, however, that officers and
regular employees of the Company may solicit proxies personally or by telephone
or telegram. Such persons will not be specially compensated for such services.
The Company may reimburse brokers, banks, custodians, nominees and fiduciaries
holding stock in their names or in the names of their nominees for their
reasonable charges and expenses in forwarding proxies and proxy material to the
beneficial owners of such stock.
The approximate mailing date of this Proxy Statement and the accompanying
proxy is September 3, 1999.
VOTING RIGHTS
Only stockholders of record at the close of business on August 24, 1999
will be entitled to vote at the Annual Meeting of Stockholders. On that date,
there were 11,231,492 shares of Common Stock outstanding, the holders of which
are entitled to one vote per share on each matter to come before the meeting.
Voting rights are non-cumulative. Thirty-three and one third percent (33 1/3%)
of the outstanding shares entitled to vote at the Annual Meeting of the
Stockholders will constitute a quorum at the meeting and abstentions and broker
non-votes are counted for purposes of determining the presence or absence of a
quorum for the transaction of business.
<PAGE>
Directors are elected by plurality vote. The ratification of the
appointment of BDO Dunwoody LLP (Internationally BDO Binder) will require the
affirmative vote of a majority of the Common Stock represented at the meeting
and entitled to vote on the proposal. Abstentions and broker non-votes will not
be counted in the election of directors or in determining whether such
ratification has been given.
NO DISSENTERS' RIGHTS
Under applicable provisions of the Delaware General Corporation Law,
shareholders are not entitled to dissenters' rights or appraisal rights with
respect to the matters to be considered and voted upon at the Annual Meeting of
Stockholders
PRINCIPAL STOCKHOLDERS
The following table sets forth as of August 24, 1999, the beneficial
ownership of Common Stock of each person known to the Company who owns more than
5% of the issued and outstanding Common Stock.
Name of Shares of Common Approximate
Beneficial Owner Stock Beneficially Owned Percentage Owned
- ---------------- ------------------------ ----------------
Globe Entertech Ltd.(1) 2,000,000 17.81%
P.O. Box 209
Providencials,
Turk & Caicos Islands, BWI
(1) None of the officers and directors of the Company are affiliated with Globe
Entertech Ltd.
DIRECTORS
PROPOSAL 1. ELECTION OF DIRECTORS
At the Annual Meeting of Stockholders, the entire Board of Directors,
consisting of four members, is to be elected. In the absence of instructions to
the contrary, the shares of Common Stock represented by a proxy delivered to the
Board of Directors will be voted FOR the four nominees named below. Three of the
nominees named below are presently serving as Directors of the Company and each
is anticipated to be available for election and able to serve. However, if any
such nominee should decline or become unable to serve as a Director for any
reason, votes will be cast instead for a substitute nominee designated by the
Board of Directors or, if none is so designated, will be cast according to the
judgment in such matters of the person or persons voting the proxy.
The tables below and the paragraphs that follow present certain information
concerning the nominees for Director and the executive officers of the Company.
Each elected Director will serve until next annual meeting of stockholders and
until his successor has been elected and qualified. Officers are elected by and
serve at the discretion of the Board of Directors. None of the Company's
Directors or executive officers have any family relationship with any other
Director or executive officer.
<PAGE>
<TABLE>
<CAPTION>
Executive Shares of Common
Officer/ Stock Beneficially
Positions Director Owned as of August Percent
Name Age with Company Since 24, 1999 of Class
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Nominees for Directors:
Antonio G. Cacace(1) 53 Director 10/95 33,333 *%
John A. A. James(2) 60 Vice President, 10/96 258,000 2.3%
Director
David E. Jenkins(3) 45 President, Director 10/95 596,105 5.1%
Richard O'C Whittall(4) 40 Vice President 8/99 50,000 *%
Executive Officers who are not Directors:
A. Cameron Richardson(5) 46 Secretary 4/98 25,000 *%
All Directors and executive officers as a group ............................... 962,438(1)(2)(3)(4)(5)] 8.0%
</TABLE>
- ----------
* Less than 1%
(1) Includes options to purchase up to 25,000 shares of common stock.
(2) Includes options to purchase up to 200,000 shares of common stock.
(3) Includes options to purchase up to 500,000 shares of common stock.
(4) Includes options to purchase up to 50,000 shares of common stock.
(5) Includes options to purchase up to 25,000 shares of common stock.
Business Experience of Nominees
Antonio G. Cacace, Director
Director of Aurora Gold Corporation since October 1995; Founder and
Managing Director of Stelax Industries of the United Kingdom since 1995;
Consultant and Industrial Advisor to developing countries 1993 to 1994;
B.Sc (Mech) Engineering and MBA.
John A. A. James, Vice-President & Director
Vice-President and Director of Aurora Gold Corporation since October 1996;
Principal Mining Engineer and President JAMine, a company providing
engineering and management services to the mining industry, since 1988.
David E. Jenkins, President & Director
Founder, President and Director of Aurora Gold Corporation since October
1995; President and Director of Patagonia Gold Corporation since June 1997;
Director of Eurasia Goldfields, Inc. since November 1997; President of a
private consulting firm specializing in venture capital since 1989.
<PAGE>
Cameron Richardson, Controller & Secretary
Controller since October 1997, & Secretary since April 1998; 1992 to 1997
Controller for several Vancouver Stock Exchange listed companies; 1981 to
1992 held various accounting and treasury positions with International
Corona Corporation.
Richard O'C Whittall, Vice President
Mr. Whittall has been actively involved in the securities industry for the
past twelve years. He is managing partner of Dilon, Whittall, Gill &
Company Ltd. a firm involved in providing domestic and international
companies with financial advisory services. He was a Senior Vice President,
corporate Finance and a Director of Marleau Lemire Securities Inc. and Vice
President, Investment Banking at Richardson Greenshields Canada.
Meetings of the Board of Directors and Committees
The Company's Board of Directors does not have standing nominating or
compensation committees or committees performing similar functions. However, it
does have an audit committee consisting of Messrs. Jenkins and James.
The Board of Directors met three times by telephone conference call during
1998 and took action by unanimous written consent on ten (10) occasions.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the compensation of
the named executive officers for each of the Company's last three completed
fiscal years:
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------------- ----------------------------------------------------
Awards Payments
------------------------ --------------------------
Other Securities All
Annual Restricted Under- Other
Name And Compen- Stock Lying LTIP Compen-
Principal Position Year Salary Bonuses Sation Award(s) Options/ Payouts Sation
($) ($) ($) ($) SARs ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David Jenkins 1998 60,000 -0- -0- None 500,000 None -0-
- ----------------------------------------------------------------------------------------------------------------------------------
1997 60,000 -0- -0- None None None -0-
- ----------------------------------------------------------------------------------------------------------------------------------
1996 60,000 -0- -0- None None None -0-
- ----------------------------------------------------------------------------------------------------------------------------------
John A. James 1998 -0- -0- -0- None 200,000 None -0-
- ----------------------------------------------------------------------------------------------------------------------------------
1997 34,713 -0- -0- None None None -0-
- ----------------------------------------------------------------------------------------------------------------------------------
1996 -0- -0- -0- None None None -0-
- ----------------------------------------------------------------------------------------------------------------------------------
A Cameron Richardson(1) 1998 9,946 -0- -0- None 25,000 None -0-
- ----------------------------------------------------------------------------------------------------------------------------------
1997 2,000 -0- -0- None None None -0-
- ----------------------------------------------------------------------------------------------------------------------------------
1996 -0- -0- -0- None None None -0-
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(1) Mr. Richardson has been employed as Controller of the Company since October
1997 and has served as the Company's Secretary since April 1, 1998.
Options/SAR Grants Table
The following table sets forth information concerning individual grants of
stock options (whether or not in tandem with stock appreciation rights ("SARs")
and freestanding SARs made during the last completed fiscal year to each of the
named executive officers;
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
<TABLE>
<CAPTION>
Percent Of
Number of Total Options/
Securities SARs Granted
Underlying To Employees Exercise Or
Option/SARs In Fiscal Base Price
Name Granted (#) Year ($/Sh) Expiration Date
(a) (b) (c) (d) (e)
- -------------------------- --------------------- ---------------------- --------------------- ----------------------
<S> <C> <C> <C> <C>
David Jenkins 200,000 17.3% $0.01 06/26/03
200,000 17.3% .75 09/09/03
100,000 8.7% .75 12/11/03
- --------------------------------------------------------------------------------------------------------------------
John A. James 100,000 8.7% $0.01 06/26/03
50,000 4.3% .75 09/09/03
50,000 4.3% .75 12/11/03
- --------------------------------------------------------------------------------------------------------------------
Cameron Richardson 25,000 2.2% $0.75 09/09/03
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
No options were awarded in 1997.
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table
The following table sets forth information concerning each exercise of
stock options (or tandem SARs) and freestanding SARs during the last completed
fiscal year by each of the named executive officers and the fiscal year-end
value of unexercised options and SARs, on an aggregated basis:
AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Value Of
Underlying Unexercised
Unexercised In-The-Money
Shares Options/SARs Options/SARs
Acquired Value At FY-End($) At FY-End($)
On Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
(a) (b) (c) (d) (e)
- --------------------------- --------------------- -------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
David Jenkins None None 500,000 210,500
- --------------------------------------------------------------------------------------------------------------------
John A. James None None 200,000 99,000
- --------------------------------------------------------------------------------------------------------------------
Cameron Richardson None None 25,000 3,125
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Long-Term Incentive Plan ("LTIP") Awards Table
The Company does not have a Long-term Incentive Plan.
Directors' Compensation, Employment Contracts and Termination of Employment and
Change-In-Control Arrangements
As of January 1, 1998, none of the Company's officers or directors were
party to an employment agreement with the Company. Mr. Jenkins had been party to
a written agreement which was terminated on January 1, 1998 pursuant to which he
received $5,000 per month. Mr. Richardson, in his capacity as Controller of the
Company, receives a monthly salary in the amount of Cdn. $1,000 per month.
The aggregate compensation to all directors and officers in Fiscal year
ended 1998 was approximately $70,681. It is anticipated that the aggregate
compensation to all directors and officers in the fiscal year ending 1999 will
not exceed $75,000. In addition, directors and officers will receive expense
reimbursement for expenses reasonably incurred on behalf of the Company.
The Company does not pay a fee to its outside, non-officer directors. The
Company believes that consulting fees and reimbursement for operating expenses
paid to corporations owned by directors are comparable to amounts that would
have been paid at arms length to third party providers of such services.
Certain Relationships And Related Transactions
The proposed business of the Company raises potential conflicts of
interests between the Company and certain of its officers and directors.
Certain of the directors of the Company are directors of other mineral
resource companies and, to the extent that such other companies may participate
in ventures in which the Company may participate, the directors of the Company
may have a conflict of interest in negotiating and concluding terms regarding
the extent of such participation. In the event that such a conflict of interest
arises at a meeting of the directors of the Company, a director who has such a
conflict will abstain from voting for or against the approval of such
participation or such terms. In appropriate cases, the Company will establish a
special committee of independent directors to review a matter in which several
directors, or Management, may have a conflict. From time to time, several
companies may participate in the acquisition, exploration and development of
natural resource properties thereby allowing for their participation in larger
programs, involvement in a greater number of programs and reduction of the
financial exposure with respect to any one program. It may also occur that a
particular company will assign all or a portion of its interest in a particular
program to another of these companies due to the financial position of the
company making the assignment. In determining whether the Company will
participate in a particular program and the interest therein to be acquired by
it, the directors will primarily consider the potential benefits to the Company,
the degree of risk to which the Company may be exposed and its financial
position at that time. Other than as indicated, the Company has no other
procedures or mechanisms to deal with conflicts of interest. The Company is not
aware of the existence of any conflict of interest as described herein.
Included in accounts payable at December 31, 1998 is $3,475 (December 31,
1997 -
<PAGE>
$45,532) due to directors and a corporation in which a director, John A.A.
James, is a principal in respect of salaries, consulting fees and reimbursement
for operating expenses. On September 29, 1998, $37,196 in payables to a
director, in respect to salary and reimbursement of expenses, was settled
through the issue of 54,100 shares at a cost of $0.6875 per share. On December
11, 1998, $15,000 in payables to a director, in respect to salary, was settled
through the issue of 20,000 shares at a cost of $0.7500 per share. On December
18, 1998, $16,501 in payables to a director, in respect to salary and
reimbursement of expenses, was settled through the issue of 22,005 shares at a
cost of $0.7500 per share. The conversion rates were based on the quoted market
prices at the date of conversion. In January 1999, amounts owing to a director
of $42,190 were settled with the issuance of 50,000 common shares.
The Company does not pay a fee to its outside, non-officer directors. The
Company believes that consulting fees and reimbursement for operating expenses
paid to corporations owned by directors are comparable to amounts that would
have been paid to at arms length third party providers of such services.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that during the fiscal year ended December 31, 1998 all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with.
<PAGE>
ACCOUNTANTS
PROPOSAL 2. SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors recommends the ratification by the stockholders of
the appointment of BDO Dunwoody LLP (Internationally BDO Binder) as the
Company's independent accountants for the fiscal year ending December 31, 1999.
BDO Dunwoody LLP has served as independent auditors for the Corporation since
1997. In the absence of instructions to the contrary, the shares of Common Stock
represented by a proxy delivered to the Board of Directors will be voted FOR the
ratification of the appointment of BDO Dunwoody LLP (Internationally BDO
Binder). A representative of BDO Dunwoody LLP (Internationally BDO Binder) is
not expected to be present.
<PAGE>
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES
FOR 1999 ANNUAL MEETING
It is contemplated that the Company's 2000 Annual Meeting of Stockholders
will be held on or about May 2, 2000. Stockholders of the Company who intend to
submit proposals or submit nominees for the election of Directors at the next
Annual Meeting of Stockholders must submit such proposals to the Company not
earlier than April 3, 2000 nor later than April 14, 2000. Stockholder proposals
should be submitted to Aurora Gold Corporation, 1505-1060 Alberni Street,
Vancouver, British Columbia, Canada V6E 4K2, Attention: David Jenkins.
ANNUAL REPORT
The Company's annual report for the year ended December 31, 1998, including
financial statements, is being mailed together with this Proxy Statement to the
Company's stockholders of record at the close of business on August 24, 1999.
The Company will provide without charge to each person whose proxy is solicited
by this proxy statement, a copy of the Company's annual report on Form 10-KSB
for the year ended December 31, 1998, filed with the Securities and Exchange
Commission. A Written request for a copy of such annual report on Form 10-KSB
should be directed to Aurora Gold Corporation, 1505 - 1060 Alberni Street,
Vancouver, B.C., Canada V6E 4K2, Attention: David Jenkins.
OTHER BUSINESS
The Board of Directors does not know of any other business to be presented
to the meeting and does not intend to bring any other matters before the
meeting. However, if any other matters properly come before the meeting or any
adjournments thereof, it is intended that the persons named in the accompanying
proxy will vote thereon according to their best judgment in the interests of the
Company.
By Order of the Board of Directors
/s/ A. Cameron Richardson
------------------------------------
A. Cameron Richardson
Secretary
August 24, 1999
STOCKHOLDERS ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES. YOUR PROMPT RESPONSE WILL BE HELPFUL, AND YOUR COOPERATION
WILL BE APPRECIATED.
<PAGE>
Definitive Proxy Materials
AURORA GOLD CORPORATION
1505-1060 Alberni Street
Vancouver, B.C., Canada V6E 4K2
PROXY
Solicited by the Board of Directors
for the Annual Meeting of Stockholders on
September 30, 1999
The undersigned hereby appoints David E. Jenkins and A. Cameron Richardson
or any of them, with full power of substitution, as proxies and hereby
authorizes them to represent and to vote, as designated below, all shares of
Common Stock of Aurora Gold Corporation held of record by the undersigned at the
close of business on August 24, 1999 at the Annual Meeting of Stockholders to be
held on September 30, 1999 and any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2 and 3.
The Board of Directors recommends a vote FOR each of the proposals below.
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed (except / / WITHHOLD AUTHORITY to
as marked to the contrary below) vote for all nominees listed below
Antonio G. Cacace, John A.A. James, David E. Jenkins, Richard O'C Whittall
(INSTRUCTION: To withhold authority to vote for my individual nominee, strike a
line through the nominee's name in the list above.)
2. PROPOSAL TO RATIFY THE APPOINTMENT OF BDO DUNWOODY LLP (INTERNATIONALLY BDO
BINDER) AS INDEPENDENT ACCOUNTANTS.
/ / FOR / / AGAINST / / ABSTAIN
3. IN THEIR DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS
THEREOF.
/ / FOR / / AGAINST / / ABSTAIN
<PAGE>
PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE, OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
COMPANY, PLEASE SIGN IN FULL CORPORATE NAME BY THE PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED
PERSON.
PLEASE RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
Dated:_____________
______________________________________
Signature
______________________________________
Signature if held jointly
______________________________________
Please print name(s)
