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 toss.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
March 31, 2000
Dear Stockholder:
It is our pleasure to invite you to the Annual Meeting of Stockholders of
Aurora Gold Corporation to be held on Monday May 8, 2000 at 10:00 a.m. at 150
East 58th Street, New York, NY 10155 USA.
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
(May 8, 2000)
The Annual Meeting of Stockholders of Aurora Gold Corporation (the
"Company") will be held at 150 East 58th Street, New York, NY 10155 USA, on
Monday May 8, 2000 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 Moore Stephens, P.C. 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 March 17, 2000 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
March 31, 2000
<PAGE>
Definitive Proxy Materials
AURORA GOLD CORPORATION
1505-1060 Alberni Street
Vancouver, B.C., Canada V6E 4K2
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
(May 8, 2000)
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 150 East 58th Street, New York, NY 10155
USA, on Monday May 8, 2000 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 Moore Stephens, P.C. 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 April 6, 2000.
VOTING RIGHTS
Only stockholders of record at the close of business on March 17, 2000 will
be entitled to vote at the Annual Meeting of Stockholders. On that date, there
were 12,430,649 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
Moore Stephens, P.C. 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 March 17, 2000, 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 and Address of Shares of Common Approximate
Beneficial Owner Stock Beneficially Owned (2) Percentage Owned
- ------------------- ---------------------------- ----------------
Cede & Co. (1) 6,184,585 49.8%
P.O. Box 222
Bowling Green Station,
New York NY 10274 USA
Moristan Limited (1) 800,000 6.4%
Trident Chambers Wickhams Cay
P.O. Box 146
Road Town
Tortola British Virgin Islands
New Odessy Limited (1) 700,000 5.6%
Kings Court
Bay Street
P.O. Box N3944
Nassau Bahamas
Viabilite Et Ablissement a.r.l.(1) 656,205 5.73%
Broadcasting House
Rouge Bouillon
St. Helier
Jersey Channel Islands
- ----------
(1) None of the officers and directors of the Company are affiliated with these
companies.
(2) The persons/companies named below have sole voting and investment power
with respect to the shares.
<PAGE>
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. Four 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 has any family relationship with any other
Director or executive officer.
<TABLE>
<CAPTION>
Name Age Positions Executive Shares of Common Stock Percent
with Company Officer/ Beneficially Owned as of Class
Director of March 17, 2000 (7)
Since
<S> <C> <C> <C> <C> <C>
Nominees for Directors:
Antonio G. Cacace (1) 54 Director 10/95 33,333 *%
John A. A. James (2) 61 Vice President, 10/96 372,870 3.0%
Director
David E. Jenkins (3) 46 President, Director 10/95 596,105 4.6%
Richard O'C Whittall (4) 41 Director 8/99 50,000 *%
Executive Officers who are not Directors:
Scott E. Broughton (5) 39 Vice President 5/99 150,000 1.2%
Cameron Richardson (6) 47 Controller and 4/98 25,000 *%
Secretary
All Directors and executive
officers as a group ............................................................. 1,227,308(1)(2)(3)(4)(5)(6) 9.2%
</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 150,000 shares of common stock.
(6) Includes options to purchase up to 25,000 shares of common stock.
<PAGE>
(7) The persons named below have sole voting and investment power with respect
to the shares.
Business Experience of Nominees
Antonio G. Cacace, Director
Director since October 1995. Engineer, founder and current Managing
Director of Stelax Industries in the United Kingdom. Between 1984 and 1995
he was managing director/chief executive officer of several companies
involved in the development and operation of steel/bar rolling mills.
John A. A. James, Vice-President & Director
Vice-President and Director of Aurora Gold Corporation since October 1996.
President of JAMine, Inc. (formerly James Askew Associates, Inc.) since
1988. President and Director of Mirage Resource Corporation from 1994 to
1997. Extensive international experience in exploration, mine development,
construction and management from 1968.
David E. Jenkins, President & Director
Founder, President and Director of Aurora Gold Corporation since October
1995. President of Patagonia Gold Corporation and a Director of Eurasia
GoldFields, Inc. President of DataLogic Marketing Corporation, 1989 to
current. Investment advisor for PaineWebber, Inc. and Blythe Eastman
Dillon, Inc. 1983 to 1989.
Richard O'C Whittall, Director
Director since August 1999. Managing partner of Dillon, Whittall, Gill &
Company Ltd. Prior to Dillon, Whittall, Gill & Company he was Senior Vice
President, Corporate Finance and a Director of Marleau Lemire Securities,
Inc. and Vice President, Investment Banking at Richard Greenshields Canada.
Scott E. Broughton, Vice President
Vice President since May 1999. Engineer with extensive international
experience in exploration and mine development. President of Barramundi
Gold Ltd. 1995 to 1999. 1985 to 1995 held senior management positions with
a number of junior public resource companies.
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.
Meetings of the Board of Directors and Committees
The Company's Board of Directors does not have standing nominating
committee or committee performing similar functions. During the fiscal year
ended December 31, 1999 the
<PAGE>
entire board of directors acted as the Company's compensation committee. The
Compensation Committee reviews employee compensation and benefits, and the Audit
Committee reviews the scope of the independent audit, the appropriateness of the
accounting policies, the adequacy of internal controls, the Company's year-end
financial statements and other such matters relating to the Company's financial
affairs as its members deem appropriate. During 1999 the Compensation and
Benefits Committee held one meeting by telephone conference call and the audit
committee held three meetings by telephone conference call.
During 1999 and the first quarter of 2000 the audit committee reviewed the
fiscal 1999 interim unaudited financial statements and the yearend audited
financial statements. The audit committee has discussed with the independent
auditors the matters required to be discussed by SAS 61. The audit committee has
received the written disclosures and the letter from the independent accountants
required by the Independence Standards Board Standard No. 1 (Independence
Standard Board Standard No. 1, Independence Discussions with Audit Committees)
and has discussed with the independent accountant the independent accountant's
independence. Based on the review and discussions, the audit committee
recommended to the Board of Directors that the audited financial statements be
included in the company's Annual Report on Form 10-KSB (17 CFR 249.310b) for the
latest fiscal year for filing with the Commission. The audit committee consists
of Messrs. Jenkins and James.
The Board of Directors held four meetings by telephone conference call
during 1999 and took action by unanimous written consent on twenty-three (23)
occasions.
Executive Compensation
(A) 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
-----------------------------------------------------
Securities
Other Under- All
Annual Restricted Lying other
Name And Compensation-Stock Options/ LTIP Compen-
Principal Position Year Salary Bonuses Sation Award(s) SARs Payouts sation
($) ($) ($) ($) (=) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David Jenkins 1999 60,000 -0- -0- None None None -0-
President and 1998 60,000 -0- -0- None 500,000 None -0-
Director 1997 60,000 -0- -0- None None None -0-
- ------------------------------------------------------------------------------------------------------------------------------------
John A A. James 1999 111,890 -0- -0- None None None -0-
Vice President and 1998 -0- -0- -0- None 200,000 None -0-
Director 1997 34,713 -0- -0- None None None -0-
- ------------------------------------------------------------------------------------------------------------------------------------
Scott Broughton 1999 26,972 -0- -0- None 150,000 None -0-
Vice President 1998 -0- -0- -0- None None None -0-
1997 -0- -0- -0- None None None -0-
- ------------------------------------------------------------------------------------------------------------------------------------
Cameron Richardson 1999 7,059 -0- -0- None None None -0-
Controller and 1998 9,946 -0- -0- None 25,000 None -0-
Secretary 1997 2,000 -0- -0- None None None -0-
====================================================================================================================================
</TABLE>
<PAGE>
Effective January 1, 1998, none of the Company's officers or directors were
party to an employment agreement with the Company. Prior to January 1, 1998
Mr. Jenkins had been party to a written agreement. Mr. Jenkins, in his
capacity as president of the Company, receives a monthly salary of $5,000.
Directors and/or officers receive expense reimbursement for expenses
reasonably incurred on behalf of the Company.
(B) Options/SAR Grants Table
The following table sets forth information concerning individual grants of
stock options (whether or not in tandem with stock appreciation rights ("SARs"))
and freestanding SARs made during the last completed fiscal year to each of the
named executive officers:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
OPTION/SAR GRANTS IN 1997(1) 1998 AND 1999 FISCAL YEARS
(Individual Grants)
========================================================================================================
Percent Of
Number of Total Options/
Securities SARs Granted
Underlying To Employees Exercise Or Expiration
Option/SARs In Fiscal Base Price Date
Name Granted (#) Year ($/Sh) (M/D/Y)
(a) (b) (c) (d) (e)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David Jenkins 200,000(2) 17.3% $0.01 06/26/03
200,000(3) 17.3% 0.75 09/09/03
100,000(4) 8.7% 0.75 12/11/03
- --------------------------------------------------------------------------------------------------------
John James 100,000(2) 8.7% $0.01 06/26/03
50,000(3) 4.3% 0.75 09/09/03
50,000(4) 4.3% 0.75 12/11/03
- --------------------------------------------------------------------------------------------------------
Scott Broughton 150,000(5) 60.0% $0.69 08/05/04
- --------------------------------------------------------------------------------------------------------
Cameron Richardson 25,000(3) 2.2% $0.75 09/09/03
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) No options were awarded in 1997.
(2) These options are exercisable from date of grant (June 26, 1998),
(3) These options are exercisable from date of grant (September 9, 1998),
(4) These options are exercisable from date of grant (December 11, 1998),
(5) These options are exercisable from date of grant (August 5, 1999).
(C) Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table
The following table sets forth information concerning each exercise of
stock options (or tandem SARs) and freestanding SARs during the last completed
fiscal year by each of the named executive officers and the fiscal year-end
value of unexercised options and SARs, on an aggregated basis:
<PAGE>
AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
===============================================================================================================
Number of
Securities Value Of
Underlying Unexercised
Unexercised In-The-Money
Shares Options/SARs Options/SARs
Acquired Value At FY-End ($) At FY-End ($0.52)
On Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
(a) (b) (c) (d) (e)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David Jenkins None None 500,000 $102,000
- ---------------------------------------------------------------------------------------------------------------
John James None None 200,000 $51,000
- ---------------------------------------------------------------------------------------------------------------
Scott Broughton None None 150,000 Nil
- ---------------------------------------------------------------------------------------------------------------
Cameron Richardson None None 25,000 Nil
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(D) Long-Term Incentive Plans ("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, 2000, 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 1999 was approximately $206,000. It is anticipated that the aggregate
compensation to all directors and officers in the fiscal year ending 2001 will
not exceed $165,000. 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 reimburses its directors for reasonable expenses incurred by them in
attending meetings of the Board of Directors. During fiscal 1999 non-officers
directors received a total of $0 in consulting fees. 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
<PAGE>
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, 1999 is $43,505 (1998 -
$3,475) due to directors and a corporation controlled by a director in respect
of salaries, consulting fees and reimbursement for operating expenses.
Indebtedness to directors totaling $78,190 (1998 - $68,697) was settled with the
issuance of 102,870 (1998 - 96,105) shares of common stock. In January 2000,
amounts owing to a director of $33,700 were settled with the issuance of 70,000
common shares. The conversion rates were based on the quoted market prices at
the date of conversion.
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, 1999 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 Moore Stephens, P.C. as the Company's independent accountants
for the fiscal year ending December 31, 2000.
Effective March 31, 2000, Aurora Gold Corporation ("Aurora") dismissed its
prior certifying accountants, BDO Dunwoody LLP ("BDO Dunwoody") and retained as
its new certifying accountants Moore Stephens, P.C. BDO Dunwoody's LLP report on
Aurora's financial statements during the most recent fiscal year contained no
adverse opinion or a disclaimer of opinion, and was not modified as to
uncertainty, audit scope or accounting principles. The decision to change
accountants was approved by Aurora's Board of Directors.
During the last two fiscal years and the subsequent interim period through
March 31, 2000, there were no disagreements between Aurora and BDO Dunwoody LLP
on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of BDO Dunwoody LLP, would have caused it to make a
reference to the subject matter of disagreements in connection with its report.
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 Moore Stephens, P.C. A representative of BDO
Dunwoody LLP (Internationally BDO Binder) and Moore Stephens, P.C. are not
expected to be present.
<PAGE>
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES
FOR 2001 ANNUAL MEETING
It is contemplated that the Company's 2001 Annual Meeting of Stockholders
will be held on or about May 4, 2001. 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 November 15, 2000 nor later than December 3, 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, 1999, including
financial statements, is being mailed together with this Proxy Statement to the
Company's stockholders of record at the close of business on March 17, 2000. 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, 1999, 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
March 31, 2000
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
May 8, 2000
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 March 17, 2000 at the Annual Meeting of Stockholders to be
held on May 8, 2000 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 ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.)
2. PROPOSAL TO RATIFY THE APPOINTMENT OF MOORE STEPHENS, P.C. 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
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Signature if held jointly
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Please print name(s)
