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 Monday, May 17, 1999 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 is (616) 941-0073.
These proxy solicitation materials were mailed to the
stockholders on or about April 9, 1999, 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, 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, 2000.
REVOCABILITY OF PROXIES
A stockholder may revoke a Proxy, once signed and delivered to
the Company, 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
Management of the Company makes this proxy solicitation. The
Company will bear all costs of this solicitation.
RECORD DATE
The Board of Directors has set April 1, 1999 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Beneficial owners of more than 5% of the Company's common stock are set
forth below.
Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner of Beneficial Owner 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 1,712,733 19.71%
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. & Michelle R. Miller, 1,656,733 19.06%(1)
Trustees
Miller Family Living Trust DTD
6/25/97
3167 E. Kasson Rd.
Cedar, MI 49684
Common Thomas W. Tucker & Sandra L. 1,682,734 19.36%
Tucker
11607 N. Long Lake Road
Traverse City, MI 49684
(1) The 1,656,733 shares of common stock held by The Miller
Family Living Trust are owned as follows:
The Miller Family Living Trust holds 1,156,733 shares being
13.31%.
Miller Resources, Inc. holds 500,000 shares being 5.75%.
Miller Resources, Inc. is solely owned by The Miller Family
Living Trust.
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.
Name Age Position Term of Office
William W. Deneau 54 Director June 25, 1997 to present
President July 17, 1997 to present
John V. Miller, Jr. 40 Director June 25, 1997 to present
Vice President July 17, 1997 to present
Thomas W. Tucker 55 Director June 25, 1997 to present
Vice President/
Treasurer July 17, 1997 to present
Barbara J. Johnson 45 Secretary July 17, 1997 to present
Gary J. Myles 53 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
contributed his interest in Jet/LaVanway Exploration, L.L.C. to the
Company in exchange for the Company's stock on April 22, 1997. He is
a full time employee. 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
contributed his interest in Jet/LaVanway Exploration L.L.C. to the
Company in exchange for the Company's stock on April 22, 1997. He is a
full time employee. 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 has been employed by the Company since he contributed
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 on a
full time basis. 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 of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Owner Class
Common The William & Patricia Deneau 1,712,733 19.71%
Revocable Living Trust, DTD
10/12/95
3832 Perimeter Drive
Traverse City, MI 49684
Common John V. & Michelle R. Miller, 1,656,733 19.06%
Trustees
Miller Family Living Trust
DTD 6/25/97
5922 Deertrail Drive
Traverse City, MI 49684
Common Thomas W. Tucker & Sandra L. 1,682,734 19.36%
Tucker
11607 N. Long Lake Road
Traverse City, MI 49684
Common Officers & Directors as a Group 5,052,200 58.13%
Options held by officers and directors are reflected below.
Title and Amount Name of Holder
Of Securities Called for by Options Exercise Price Date of Exercise
Gary J. Myles Option to purchase $.50 per share Exp.July 31, 2002
10,000 shares of
common stock
BOARD MEETING AND COMMITTEES
From January 1, 1998 through December 31, 1998, the Board of
Directors met five times. Each incumbent director attended at least 75
percent of the Board meetings.
The Board does not have any standing committees. The Board
handles all matters involving audit, nominating and compensation
directly.
EXECUTIVE COMPENSATION
The remuneration of the Company's three most highly compensated
employees is set forth in the chart below:
Name of Individual Capacity in Which Aggregate Aggregate
Remuneration Was Remuneration Remuneration
Received 1997 (1) 1998
William W. Deneau President $40,000 $40,000
John V. Miller Vice President $40,000 $40,000
Thomas W. Tucker Vice President $40,000 $40,000
(1)This information is reported on an annualized basis. Fiscal 1997 was
not a full year. The actual amount to each individual was $20,000.
These three officers also receive family health coverage. A
stock option plan has been adopted and implemented that involves the
issuance of stock options to the Company's employees, officers,
directors and consultants. To-date Gary Myles is the only one that the
Company has offered a stock option to.
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 stock at a
price of $.50 per share, expiring July 31, 2002 in acknowledgement 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 were
subsequently conveyed by Messrs. Deneau, Tucker and Miller to Mentor
Group International, Inc. (the Company's prior name) for common stock.
South 31 L.L.C. owns the office facilities leased by the Company,
which is owned one-third by William W. Deneau and one-third by 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.
The Company purchased 100% of the membership interest in
Consolidated Exploration, L.L.C. (Conexco) and Indigas Energy, L.L.C.
(Indigas) which is owned by Messrs. Deneau and Miller. each
holding a 50% ownership. Conexco and Indigas hold approximately
175,500 acres of leasehold in Indiana, Michigan and Kentucky. The
Company assigned a 1.44% overriding royalty interest to William Deneau
and a 1.44% overriding royalty interest to John Miller, Jr. in the
Company's Crossroads Project for the Conexco and Indigas interest.
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.
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 and
1998 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 minutes of the 1998 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.
PRINCIPAL EXECUTIVE OFFICES: 3760 North US-31 South, Traverse City,
Michigan 49684
PLACE OF MEETING: 3760 North US-31 South, Traverse City, MI 49684
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
Notice is hereby given that the annual meeting of the stockholders of
Aurora Energy, Ltd. (the "Company" or "Aurora"), a Nevada corporation,
will be held at the corporate offices of 3760 North US-31 South,
Traverse City, Michigan 49684, on Monday, May 17, 1999 at 10:00 a.m.
local time, for the following purposes:
1. To elect directors for the ensuing year;
2. To appoint Rehmann Robson, P.C. to continue as the Company's
independent auditors.
3. To act upon such other matters, as may properly come before the
meeting.
Only stockholders of the Company of record at the close of business on
April 1, 1999 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,
/s/ Barbara J. Johnson
Barbara J. Johnson Secretary
Traverse City, Michigan
April 12, 1999
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 Monday, May 17, 1999 at 10:00 a.m., local time, 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 PROVED.
1. ELECTION OF DIRECTORS. The Company's Board of Directors
recommends a vote for the following state of nominees:
William W. Deneau Gary J. Myles
Thomas W. Tucker John V. Miller, Jr.
INSTRUCTION: The undersigned may withold 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. 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 EVELOPE.
DATED:_____________________, 1999.
Stockholder's signature
Print Name
Stockholder's signature
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