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
PATAGONIA 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:
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Definitive Proxy Materials
PATAGONIA GOLD CORPORATION
1505-1060 Alberni Street
Vancouver, B.C., Canada V6E 4K2
July 14, 2000
Dear Stockholder:
It is our pleasure to invite you to the Annual Meeting of Stockholders of
Patagonia Gold Corporation to be held on Wednesday August 9, 2000 at 8:00 a.m.
at The Berkeley Hotel, Wilton Place, London, England.
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/ David Jenkins
---------------------
David Jenkins
President
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Definitive Proxy Materials
PATAGONIA GOLD CORPORATION
1505-1060 Alberni Street
Vancouver, B.C., Canada V6E 4K2
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
(August 9, 2000)
The Annual Meeting of Stockholders of Patagonia Gold Corporation (the
"Company") will be held at The Berkeley Hotel, Wilton Place, London, England, on
Wednesday August 9, 2000 at 8:00 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 July 14, 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/ David Jenkins
-----------------------------------
David Jenkins
President
July 14, 2000
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Definitive Proxy Materials
PATAGONIA GOLD CORPORATION
1505-1060 Alberni Street
Vancouver, B.C., Canada V6E 4K2
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
(August 9, 2000)
GENERAL INFORMATION
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Patagonia Gold Corporation (the "Company") to be used at the Annual
Meeting of Stockholders to be held at the Berkeley Hotel, Wilton Place, London,
England, on Wednesday August 9, 2000 at 8:00 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 July 20, 2000.
VOTING RIGHTS
Only stockholders of record at the close of business on July 14, 2000 will
be entitled to vote at the Annual Meeting of Stockholders. On that date, there
were 13,000,000 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. A majority of the outstanding shares 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.
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
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in determining whether such ratification has been given.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of July 14, 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.
<TABLE>
<CAPTION>
Name and Address of Shares of Common Approximate
Beneficial Owner Stock Beneficially Owned (2) Percentage Owned
---------------- ---------------------------- ----------------
<S> <C> <C>
Carrington International Limited (1) 3,000,000 23.1%
STE 2402,
Bank of America Tower
12 Harcourt Road, Central Hong Kong
Dorothea Schnura (1) 1,000,000 7.7%
Robert Kock Street 6
67259 Bemdershein, Germany
Gregorio Becerro (1) 800,000 6.2%
Plaza Mayor 7
Salamanca, Spain
Viabilite et Establissement a.r.l. (1) 800,000 6.2%
Broadcasting House,
Rouge Bouillon St.
Channel Island
Antonino Jaramillo (1) 700,000 5.4%
Raimund F Villacerde 45
28003 Madrid Spain
Fernpark Investments Limited (1) 650,000 5.0%
PO Box N-8318
Nassau, Bahamas
</TABLE>
(1) None of the officers and directors of the Company are affiliated with
these companies or individuals.
(2) The persons/companies named below have sole voting and investment
power with respect to the shares.
DIRECTORS
PROPOSAL 1. ELECTION OF DIRECTORS
At the Annual Meeting of Stockholders, the entire Board of Directors,
consisting of three 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
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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 54 Director 6/97 -- *%
David E. Jenkins 46 President, Director 6/97 50,000 *%
Cosme M. Beccar Varela 39 Director 6/97 25,000 *%
Executive Officers who are not Directors:
Cameron Richardson 47 Controller and 1/99 -- *%
Secretary
All Directors and executive officers as a group ....................... 75,000 *%
</TABLE>
------------------
* Less than 1%
Business Experience of Nominees
Antonio G. Cacace, Director
Director since June 1997. 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.
David E. Jenkins, President & Director
President and Director since June 1997. Founder, President and a Director
of Aurora Gold Corporation and a Director of Eurasia Gold Fields, Inc.
President of DataLogic Marketing Corporation, 1989 to present.
Cosme M. Beccar Varela, Director
Director since June 1997. Mr. Cosme M. Beccar Varela is a principal in the
Law firm of C&C Beccar Varela and has been employed with them since 1993.
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Cameron Richardson, Controller & Secretary
Controller since October 1997, and Secretary since January 1999. 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 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 Varela.
The Board of Directors held four meetings by telephone conference call
during 1999 and took action by unanimous written consent on one (1) occasions.
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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 12,000 -0- -0- None None None -0-
President and 1998 -0- -0- -0- None None None -0-
Director 1997 -0- -0- -0- None None None -0-
--------------------------- ----------- ----------- ------------- ------------ ------------- ------------- ------------ ------------
Cameron Richardson 1999 7,727 -0- -0- None None None -0-
Controller and 1998 8,577 -0- -0- None None None -0-
Secretary 1997 -0- -0- -0- None None None -0-
=========================== =========== =========== ============= ============ ============= ============= ============ ============
</TABLE>
None of the Company's officers or directors was party to an employment
agreement with the Company. Directors and/or officers receive expense
reimbursement for expenses reasonably incurred on behalf of the Company.
During the fiscal year ended December 31, 1999 the entire board of
directors acted as the Company's compensation committee.
(B) Options/SAR Grants Table
No options have been awarded to Antonino Cacace, David Jenkins, Cosme
M. Beccar Varela or Cameron Richardson.
(C) Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table
No options have been awarded to Antonino Cacace, David Jenkins, Cosme
M. Beccar Varela or Cameron Richardson.
(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 was
party to an employment agreement with the Company.
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The aggregate compensation to all directors and officers in Fiscal year
ended 1999 was approximately $20,000. It is anticipated that the aggregate
compensation to all directors and officers in the fiscal year ending 2001 will
not exceed $25,000. 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 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 $0 (1998 - $0) due to
directors in respect of salaries, consulting fees and reimbursement for
operating expenses.
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
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all filing requirements applicable to its officers, directors and greater than
ten percent beneficial owners were complied with.
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 February 7, 2000, Patagonia Gold Corporation ("Patagonia")
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 Patagonia'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 Patagonia's Board of Directors.
During the last two fiscal years and the subsequent interim period through
March 31, 2000, there were no disagreements between Patagonia 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.
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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 Patagonia 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 July 14, 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/ David Jenkins
----------------------------------
David Jenkins
President
July 14, 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.
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Definitive Proxy Materials
PATAGONIA 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
August 9, 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 Patagonia Gold Corporation held of record by the undersigned at
the close of business on July 14, 2000 at the Annual Meeting of Stockholders to
be held on August 9, 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, David E. Jenkins, Cosme M. Beccar Varela
(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
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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)
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