SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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 Section 240.14a-11(c)
or Section 240.14a-12
AURORA ENERGY, LTD.
(Name of Registrant as Specified in its Charter)
___________________________________________
(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 identifying
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>
Aurora Energy, Ltd.
NOTICE OF STOCKHOLDERS' ANNUAL MEETING
TO THE STOCKHOLDERS:
Notice is hereby given that the Stockholders' Annual
Meeting of Aurora Energy, Ltd. (the "Company") will
be held on September 30, 1998 at 10:00 a.m. EST at
3760 North US-31 South, Traverse City, Michigan,
for the following purposes.
1. To elect four directors to serve for the ensuing
year and until their successors are elected.
2. To appoint Rehmann Robson, P.C. to continue as the
Company's independent auditors.
3. To amend the Company's Bylaws to move the annual
meeting date from September 30 to May 15.
4. To amend the Company's Bylaws to give the Board of
Directors authority to amend the Bylaws.
5. To transact any other business that properly comes
before the meeting or any adjournment of the meeting.
These items of business are more fully described
in the Proxy Statement accompanying this Notice.
Only stockholders of record at the close of business
on August 18, 1998 are entitled to notice of and to
vote at the meeting.
All stockholders are cordially invited to attend the
meeting in person. However, to assure your representation
at the meeting, you are urged to mark, sign and date the
enclosed Proxy and return it to the Company in the enclosed
envelope.
Sincerely,
Barbara J. Johnson, Secretary
Traverse City, Michigan
August 18, 1998
<PAGE>
Aurora Energy, Ltd.
PROXY STATEMENT
The enclosed Proxy is solicited on behalf of Aurora
Energy, Ltd. (the "Company") for use at the Annual
Meeting of Stockholders to be conducted on Wednesday,
September 30, 1998 at 10:00 a.m. EST (the "Meeting")
and any adjournment of the Meeting.
The meeting will be held at 3760 North US-31 South,
Traverse City, Michigan. The telephone number there
is (616) 941-0073.
The Proxy should be mailed to the Company in the
enclosed envelope, addressed to the Company's mailing
address: P.O. Box 961, Traverse City, Michigan
49685-0961.
These proxy solicitation materials were mailed to the
stockholders on or about August 20, 1998, together
with the Company's 1997 Annual Report.
DEADLINE FOR SUBMITTING STOCKHOLDER PROPOSALS
The deadline for submitting a stockholder proposal
for inclusion in the form of proxy and proxy statement
for next year's annual meeting of the stockholders
is December 4, 1998 if the proposed amendment to the
Bylaws changing the annual meeting date to May 15 is
adopted by the stockholders. If the annual meeting
date is not changed, the deadline for submission of
a stockholder proposal to be included in the form
proxy and proxy statement will be April 20, 1999.
The date upon which a stockholder proposal will be
untimely and ineligible for consideration at the next
annual meeting of the stockholders is February 16,
1999, if the Company's annual meeting date is changed
to May 15, and July 5, 1999, if the Company's annual
meeting date remains at September 30.
REVOCABILITY OF PROXIES
A Proxy, once signed and delivered to the Company,
may be revoked by a stockholder only by a signed
statement of revocation delivered to the Company
prior to commencement of the Meeting. If a stockholder
who has previously delivered a signed Proxy attends
the meeting in person, the Proxy will be deemed
revoked, and the stockholder may vote in person.
VOTING
Every stockholder voting at the meeting in person
or by proxy is entitled to one vote for each share
of stock owned on all matters put to a vote of the
stockholders. A signed Proxy will be voted in favor
of management's nominees for director unless the
nominee's name has a line placed through it on the
Proxy. On all other matters, the Proxy will be voted
as marked in the boxes, and if no mark is placed in
one of the boxes, the stock will not be voted.
SOLICITATION
This proxy solicitation is made by management of
the Company. The Company will bear all costs of
this solicitation.
RECORD DATE
The Board of Directors has set August 18, 1998
at the close of business as the record date for
a stockholder to be eligible to receive a notice of
the Meeting and to cast a vote at the Meeting.
PRINCIPAL SHARE OWNERSHIP
As of the record date, the Company has 8,691,697
shares of common stock outstanding. The Company
has only one class of stock.
As of the record date, the following were known
by the Company to be beneficial owners of more than
five percent of the Company's outstanding common stock.
<TABLE>
Title Name and Address Amount and Nature Percent
of Class of Beneficial Owner Beneficial Owner of Class
<S> <C> <C> <C>
Common Britannia Holdings Limited 700,000 8.05%
P. O. Box 615 Kings House
The Grange St. Peter Port
Guernsey, GY1 2QJ,
Channel Islands
Common The William & Patricia Deneau 1,828,400 21.04%
Revocable Living Trust,
DTD 10/12/95
3832 Perimeter Drive
Traverse City, MI 49684
Common Roger J. Dubuc, Trustee 500,000 5.75%
Roger J. Dubuc Trust
DTD 1/21/87
18677 Foxhollow Court
Northville, MI 48167
Common John V. and 1,787,400 20.56%
Michelle R. Miller, Trustees
Miller Family Living Trust
DTD 6/25/97
3167 E. Kasson Road
Traverse City, MI 49684
Common Thomas W. Tucker and 1,798,400 20.69%
Sandra L. Tucker
11607 N. Long Lake Road
Traverse City, MI 49684
</TABLE>
PROPOSAL 1
ELECTION OF DIRECTORS
NOMINEES
The Company's Bylaws permit the election of
three or more directors. The Board of Directors
recommends the election of four directors, each
of whom is currently a director and has agreed
to stand for re-election. In order to be elected,
a director must receive a plurality of the votes
cast at a meeting at which a quorum is present
in person or by proxy.
The names of the nominees and certain information
about them, are set forth below.
<TABLE>
Name Age Position Term of Office
<S> <C> <C> <C>
William W. Deneau 53 Director June 25, 1997 to present
President July 17, 1997 to present
John V. Miller Jr 39 Director June 26, 1997 to present
Vice President of
Exploration and Production July 17, 1997 to present
Thomas W. Tucker 55 Director June 25, 1997 to present
Vice President of Land and
Development/Treasurer July 17, 1997 to present
Gary Myles 52 Director June 25, 1997 to present
</TABLE>
There are no family relationships between any
of the foregoing individuals.
William W. Deneau became employed by the Company
at the time he sold his interest in Jet/LaVanway
Exploration, L.L.C. to the Company in exchange for
the Company's stock on April 22, 1997. Since that
time, Mr. Deneau has been responsible for managing
the Company's affairs. He officially became president
on July 17, 1997. Since 1987, Mr. Deneau has been
the president, a director, and the sole stockholder
of White Pine Land Services, Inc. of Traverse City,
Michigan. Prior to March 1, 1997, White Pine Land
Services, Inc. was a 35-member company engaged in
the business of providing real estate services to
oil and gas companies. On March 1, 1997, White
Pine Land Services, Inc. sold its business to a
newly formed corporation, White Pine Land Company.
White Pine Land Services, Inc. continues to exist
for the purpose of managing its investments.
John V. Miller, Jr. became employed by the Company
at the time he sold his interest in Jet/LaVanway
Exploration L.L.C. to the Company in exchange for the
Company's stock on April 22, 1997. Since that time,
he has been responsible for overseeing exploration
and development activities. He officially became Vice
President of Exploration and Production on July 17, 1997.
In 1994, Mr. Miller joined Jet Exploration, Inc. of
Traverse City, Michigan as a vice president with
responsibility for getting Jet Exploration, Inc.
into the shale gas play in Michigan and Indiana.
He was the driving force behind the establishment of
Jet/LaVanway Exploration, L.L.C. and its effort in
southern Indiana. Mr. Miller left the position with
Jet Exploration, Inc. to join the Company. From
1988 to 1994, Mr. Miller worked for White Pine Land
Services, Inc. of Traverse City, Michigan, as a
land manager.
Thomas W. Tucker is employed by both the Company
and Jet Exploration, Inc. of Traverse City, Michigan.
He has been employed by the Company since he sold
his interest in Jet/LaVanway Exploration, L.L.C.
to the Company in exchange for the Company's stock
on April 22, 1997. Since that time, he has been
responsible for overseeing land development activities.
He officially became Vice President of Land and
Development on July 17, 1997. Mr. Tucker founded
Jet Oil Corporation with his father in 1982. After
his father's death, Mr. Tucker founded Jet Exploration,
Inc. in 1987. Mr. Tucker has been the president of Jet
Exploration, Inc. since its inception. Prospectively,
Jet Exploration, Inc. will not take on any new projects,
and its existing projects will be allowed to run out
their course. Jet Exploration, Inc. currently has
other projects with which the Company is not involved.
Gary J. Myles was elected to serve as an outside
director of the Company on July 17, 1997. Mr. Myles
is currently Vice President of the northern Michigan
region of Old Kent Mortgage Company, a wholly owned
subsidiary of Old Kent Financial Corporation (a $12
billion bank holding company). He is the Regional
Manager for the northern region of Michigan, and is
based in Traverse City, Michigan. Mr. Myles has
been with Old Kent Mortgage Company since July 1988.
The security ownership of management is outlined
in the following chart:
<TABLE>
Title of Name and Amount Owed Percent
Class Address of Owner Before the Offering of Class
<S> <C> <C> <C>
Common William W. Deneau in the name of: 1,828,400 21.04%
The William & Patricia Deneau Revocable
Living Trust, DTD 10/12/95
3832 Perimeter Drive
Traverse City, MI 49684
Common John V. Miller in the name of: 1,787,400 20.56%
John V. & Michelle R. Miller TTEE
Miller Family Living Trust, DTD 6/25/97
3167 E. Kasson Road
Traverse City, MI 49684
Common Thomas W. Tucker in the name of: 1,798,400 20.69%
Thomas W. & Sandra L. Tucker
11607 N. Long Lake Road
Traverse City, MI 49684
Common Officers and Directors as a Group 5,444,200 62.63%
</TABLE>
Options held by officers and directors are reflected in the chart below.
<TABLE>
Title and Amount
of Securities
Name of Holder Called for by Options Exercise Price Date of Exercise
<S> <C> <C> <C>
Gary Myles Option to purchase 10,000 $.50 per share Exp: July 31, 2002
shares of common stock
</TABLE>
BOARD MEETINGS AND COMMITTEES
From April 21, 1997, when the Company became
operational through December 31, 1997, the
Board of Directors met seven times. Each incumbent
director attended at least 75 percent of the
Board meetings.
The Board of Directors does not have any standing
committees. Matters involving audit, nominating
and compensation are all handled by the Board
directly.
EXECUTIVE COMPENSATION
The remuneration of the Company's three most
highly compensated employees is set forth in
the chart below:
<TABLE>
Name of Capacity in Which Aggregate
Individual Remuneration Was Received Remuneration(1)
<S> <C> <C>
William W. Deneau President $40,000
John V. Miller Vice President of
Exploration and Production $40,000
Thomas W. Tucker Vice President of
Land and Development $40,000
</TABLE>
(1) This information is reported on an annualized basis.
Fiscal 1997 was not a full year. The actual amount
paid to each individual was $20,000.
These three officers also receive family health coverage.
It is anticipated that during the next 12 months, a
stock option plan will be adopted and implemented
that may involve the issuance of stock options to
the Company's employees, officers, directors and
consultants.
COMPENSATION OF DIRECTORS
The Company does not pay directors' fees for attendance
at meetings. Messrs. Deneau, Miller and Tucker are
compensated solely in their capacity as executive
officers. Mr. Myles was awarded a non-qualified
option to purchase 10,000 shares of the Company's
common stock at a price of $0.50 per share, expiring
July 31, 2002 in acknowledgment of his service as a
director. He has not yet exercised the option.
TRANSACTIONS IN WHICH NOMINEES HAVE AN INTEREST
The 50 percent membership interest in Jet/LaVanway
Exploration, L.L.C. was originally owned by Jet
Exploration, Inc., which is owned by William W.
Deneau, Thomas W. Tucker, and John V. Miller, Jr.,
who are directors and executive officers of the
Company. Jet Exploration, Inc. sold the membership
interest in Jet/LaVanway Exploration, L.L.C., to its
three owners at fair market value. The membership
interests subsequently were conveyed by Messrs.
Deneau, Tucker and Miller to Mentor Group International,
Inc. (the Company's prior name) for common stock.
The Office facilities leased by the Company are
owned by South 31, L.L.C., which is owned one-third
by William W. Deneau, and one-third by the wife of
Thomas W. Tucker. However, the potential for an
unfavorable rental arrangement is ameliorated to
some extent by the fact that the properties are
leased to unrelated third parties who have in turn
subleased a portion of the space to the Company.
The storage facilities that the Company leases from
South 31, L.L.C. are in a storage building that
contains four other storage units that are leased
to unrelated third parties at the same rates that the
Company pays.
Messrs. Deneau, Tucker and Miller are all involved
as equity owners in numerous corporations and limited
liability companies that are active in the oil and
gas business. It is probable that on occasion, the
Company will find it necessary or appropriate to
deal with these Companies. A specific instance
that has already occurred is the purchase by the
Company of a 4.8 percent working interest at an 80
percent net revenue interest in the Dumada Project
from Jet Exploration 1995-1, L.L.C. Messrs. Deneau,
Miller and Tucker each own one-third of Jet Exploration
1995-1, L.L.C. Actual direct costs to Jet Exploration
1995-1, L.L.C. for the purchased interest were $126,451.
Indirect costs were estimated at $60,000. Indirect
costs refer to costs incurred in the creation and
marketing of the entire Dumada Project, including
allocated salaries, travel costs, reproduction costs,
telephone expense, rent and utilities over the
15-month period of time required to put the Dumada
Project together. The amount paid by the Company
to Jet Exploration 1995-1, L.L.C. for the Dumada
Project interest was $186,451.
An additional instance occurred when the Company
purchased a 10.625 percent working interest in
the Beregsasi 1-5 well in Macomb County, Michigan
from Jet Exploration, Inc. Messrs. Deneau, Miller
and Tucker are officers, stockholders and directors
of Jet Exploration, Inc. There were no actual direct
costs to Jet Exploration, Inc. for the well, as Jet's
working interest was carried by West Bay Exploration,
the operator, to casing point. Aurora agreed to pay
all costs from casing point through completion in
exchange for Jet's interest. Jet will receive for
this conveyance a 10 percent net profit interest in
the well (meaning: 10 percent of the net income monthly
from the well for the life of the well).
From time to time, the Company will hire White Pine
Land Company to perform real estate services for the
Company. Patricia Deneau, wife of William W.
Deneau, is employed part-time by White Pine Land
Company, and owns 35 percent of the outstanding
stock of White Pine Land Company. She does not
participate in management of the White Pine Land
Company.
William W. Deneau is the sole shareholder of White
Pine Land Services, Inc. On August 26, 1997,
White Pine Land Services, Inc. loaned the Company
$125,000. On October 14, 1997, White Pine Land
Services, Inc. loaned the Company $50,000. Both
loans carried interest at the annual rate of six
percent, compounded monthly. The $50,000 loan
was repaid in full on December 15, 1997, together
with $509.59 in interest. The $125,000 loan was
repaid in full on December 31, 1997, together with
$2,609.59 in interest. Management does not
currently expect to borrow any further funds
from White Pine Land Services, Inc.
PROPOSAL 2
The Company's Board of Directors recommends the
continued appointment of Rehmann Robson, P.C. of
Traverse City, Michigan to serve as the Company's
independent auditors. Rehmann Robson, P.C. served
as the Company's auditors in the preparation of
the Company's 1997 fiscal year audited financial
statements. Representatives of Rehmann Robson,
P.C. are not expected to attend the Annual Meeting.
This proposal will be adopted upon receiving a
favorable vote from a majority of the votes cast
at a meeting at which a quorum is present in person
or by proxy.
PROPOSAL 3
The Company's Board of Directors recommends the
adoption of an amendment to the Company's Bylaws
to move the annual meeting of the stockholders from
September 30 to May 15 of each year. This change
is being proposed in order to improve the Company's
efficiency now that it has registered with the U.S.
Securities and Exchange Commission. As a registered
company, many reports are now required. By causing
the annual meeting to fall right after the deadline
for filing Form 10-KSB, the Company will be able to
produce an integrated report once a year instead of
two separate reports at different times of the year.
This change will also permit the stockholders to
receive the Company's year-end financial information
before it becomes stale.
This proposal will be approved upon a favorable vote
of a majority of the outstanding shares (4,345,849
shares).
PROPOSAL 4
The Company's Board of Directors recommends the
adoption of an amendment to the Company's Bylaws
to permit the Board of Directors to amend the Company's
Bylaws. The Bylaws can currently be amended only by
the Company's stockholders. As illustrated by
Proposal 3, the Bylaws deal primarily with
administrative matters that could be handled more
efficiently if the Board of Directors has the
power to amend.
This proposal will be approved upon a favorable
vote of a majority of the outstanding shares
(4,345,849 shares).
PROPOSAL 5
The minutes of the 1997 Annual Meeting of the
Stockholders will be presented for approval at
the meeting. The Proxy will be voted in favor of
approval. The Proxy holder will vote in his
discretion on any procedural matters presented
at the meeting. On these matters, approval requires
a vote of a majority of the votes cast at a
meeting at which quorum is present in person or
by proxy.
<PAGE>
AURORA ENERGY, LTD.
PROXY
SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS
The undersigned stockholder(s) of Aurora Energy, Ltd.
(the "Company") hereby appoints William W. Deneau,
President and Chairman of the Board of the Company,
and John V. Miller, a Director of the Company, or
instead of them, ____________________________________*
as Proxy of the undersigned with power of substitution,
to attend the Annual Meeting of the Company's
stockholders on Wednesday, September 30, 1998 at
10:00 o'clock a.m. EST, to be held at 3760 North
US-31 South, Traverse City, Michigan (the "Meeting")
and any adjournment of the Meeting, and to vote on the
undersigned's behalf all shares of the Company's stock
registered in the undersigned's name, in the manner
indicated by the checked boxes below.
*INSTRUCTIONS: A STOCKHOLDER HAS THE RIGHT TO
APPOINT ANY PERSON TO ATTEND THE MEETING AND ACT
ON THE STOCKHOLDER'S BEHALF. IF THE STOCKHOLDER
DESIRES TO APPOINT A PERSON OTHER THAN THOSE
NAMED IN THIS PRINTED DOCUMENT, THE STOCKHOLDER
SHOULD INSERT THE NAME AND ADDRESS OF THE DESIRED
PERSON IN THE BLANK SPACE PROVIDED.
1. Election of Directors. The Company's Board
of Directors recommends a vote for the following
slate of nominees:
William W. Deneau Gary J. Myles
Thomas W. Tucker John V. Miller, Jr.
INSTRUCTION: THE UNDERSIGNED MAY WITHHOLD THE
AUTHORITY OF THE PROXY HOLDER TO VOTE IN FAVOR
OF ONE OR MORE OF THESE NOMINEES BY LINING THROUGH
THE NAME OF THE NOMINEE.
2. Appointment of Auditors. The Company shall
appoint Rehmann Robson, P.C. of Traverse City,
Michigan to serve as the Company's independent auditors.
For ( ) Against ( ) Abstain ( )
3. Bylaw Amendment. The first sentence of the
existing Article III, Section 2 of the Company's
Bylaws is amended to read as follows:
"The annual meeting of the stockholders shall be
held on May 15 of each year if not a Saturday,
Sunday or legal holiday, and if a Saturday,
Sunday or legal holiday, then on the next secular
day following, at the time and place designated by
the Board. At the annual meeting, the stockholders
shall elect Directors and transact such other
business as may properly be brought before the
meeting."
For ( ) Against ( ) Abstain ( )
4. Bylaw Amendment. Existing Article XI, Section 1
of the Company's Bylaws is amended to read as follows:
"These Bylaws may be amended or repealed, or
new bylaws may be adopted, by vote of a majority
of the directors then in office or by the
affirmative vote of a majority of the shares
entitled to vote at any regular or special meeting
of the stockholders. The stockholders may specify
particular provisions of these Bylaws which shall
not be altered or repealed by the Board of Directors."
For ( ) Against ( ) Abstain ( )
5. General Matters. Proxy holder will exercise
his discretion to vote on the approval of the
minutes for the last meeting of the stockholders,
and upon those matters incident to the conduct of
the Meeting.
Stockholders who are unable to be present at the
Meeting are requested to COMPLETE, DATE, SIGN and
RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
Dated: _____________________, 1998.
_______________________________
Stockholder's signature
_______________________________
Print Name
_______________________________
Stockholder's signature
_______________________________
Print Name
