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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] 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:
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
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 1998 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.
Title Name and Address Amount and Nature Percent
of Class of Beneficial Owner Beneficial Owner of Class
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 Michelle R. Miller, Trustees 1,787,400 20.56%
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
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.
Name Age Position Term of Office
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
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:
Title Name and Amount Owed Percent
of Class Address of Owner Before the Offering of Class
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%
Options held by officers and directors are reflected in the chart below.
Title and Amount
of Securities
Name of Holder Called for by Options Exercise Price Date of Exercise
Gary Myles Option to purchase 10,000 $.50 per share Exp: July 31, 2002
shares of common stock
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:
Name of Capacity in Which Aggregate
Individual Remuneration Was Received Remuneration(1)
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
(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.
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
