UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

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 Sec.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):
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[ ] 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:

Definitive Proxy Materials

PATAGONIA GOLD CORPORATION
1505-1060 ALBERNI STREET
VANCOUVER, B.C., CANADA V6E 4K2

March 30, 2001

Dear Stockholder:

It is our pleasure to invite you to the Annual Meeting of Stockholders
of Patagonia Gold Corporation to be held on Friday May 4, 2001 at 2:00 p.m. at
1060 Alberni Street, Suite 1505, Vancouver, B.C. Canada V6E 4K2.

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

Definitive Proxy Materials

PATAGONIA GOLD CORPORATION
1505-1060 ALBERNI STREET
VANCOUVER, B.C., CANADA V6E 4K2

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

(MAY 4, 2001)

The Annual Meeting of Stockholders of Patagonia Gold Corporation (the
"Company") will be held at 1060 Alberni Street, Suite 1505, Vancouver, B.C.
Canada, V6E 4K2, on Friday May 4, 2001 at 2:00 p.m. for the following purposes:

1. To elect Directors of the Company for the ensuing year.

2. To ratify the appointment of Moore Stephens Ellis Foster Ltd. 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 8,
2001 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 30, 2001

Definitive Proxy Materials

PATAGONIA GOLD CORPORATION
1505-1060 ALBERNI STREET
VANCOUVER, B.C., CANADA V6E 4K2

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
(MAY 4, 2001)

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 1060 Alberni Street, Suite 1505,
Vancouver, B.C., Canada, V6E 4K2, on Friday May 4, 2001 at 2:00 p.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 Ellis Foster Ltd. 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 9, 2001.

VOTING RIGHTS

Only stockholders of record at the close of business on March 8, 2001 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 Ellis Foster Ltd. 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.

PRINCIPAL STOCKHOLDERS

The following table sets forth as of March 8, 2001, 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
- -------------------------------------- --------------------------- -----------------

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

<FN>
(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 three 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 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.

NAME AGE POSITIONS EXECUTIVE SHARES OF COMMON PERCENT
WITH COMPANY OFFICER/ STOCK BENEFICIALLY OF CLASS
DIRECTOR OWNED AS OF MARCH
SINCE 8, 2001 (7)

NOMINEES FOR DIRECTORS:
Antonio G. Cacace 55 Director 6/97 - *%
David E. Jenkins 47 President, 6/97 50,000 *%
Director
Cosme M. Beccar Varela 40 Director 6/97 25,000 *%

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS:
Cameron Richardson 48 Controller and 1/99 - *%
Secretary
All Directors and executive officers as a group . . . . . . . . . . . . 75,000 *%

<FN>
__________________
* Less than 1%

BUSINESS EXPERIENCE OF NOMINEES

Antonio G. Cacace, Director

Director since June 1997. Director of Aurora Gold Corporation since October
1995. Engineer, Founder and current Managing Director of Stelax Industries
in the United Kingdom.

David E. Jenkins, President & Director

President and Director since June 1997. President and Director of Aurora
Gold Corporation since October 1995. Director of Aurora Metals (BVI)
Limited since May 2000. Director of Eurasia Gold Fields, Inc. since 1997.
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.

Cameron Richardson, Controller & Secretary

Controller since October 1997, and Secretary since January 1999. Controller
of Aurora Gold Corporation since October 1997, and Secretary since April
1998. Director of Aurora Metals (BVI) Limited since May 2000. 1981 to 1997
held accounting positions with various Canadian resource companies.

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, 2000 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 2000 the Compensation and Benefits Committee held one meeting by
telephone conference call and the audit committee held three meetings by
telephone conference call.

During 2000 and the first quarter of 2001 the audit committee reviewed the
fiscal 2000 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 2000 and took action by unanimous written consent on one (1) 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:

Annual Compensation Long-Term Compensation
--------------------------- ------------------------------------------
Awards Payments
---------------------- ------------------
Securities
Under- All
Other Restricted Lying other
Name And Annual Stock Options/ LTIP Compen-
Principal Position Year Salary Bonuses Compen- Award(s) SARs Payouts sation
($) ($) sation ($) (=) ($) ($)
(a) (b) (c) (d) ($) (f) (g) (h) (i)
(e)
- ------------------- ----- ------- -------- -------- ----------- --------- -------- --------

David Jenkins 2000 -0- -0- -0- None None None -0-
President and 1999 12,000 -0- -0- None None None -0-
Director 1998 -0- -0- -0- None None None -0-
- ------------------- ----- ------- -------- -------- ----------- --------- -------- --------
Cameron Richardson 2000 6,748 -0- -0- None None None -0-
Controller and 1999 7,727 -0- -0- None None None -0-
Secretary 1998 8,577 -0- -0- None None None -0-
- ------------------- ----- ------- -------- -------- ----------- --------- -------- --------

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, 2000 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.

(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, 2001, none of the Company's officers or directors was
party to an employment agreement with the Company.

The aggregate compensation to all directors and officers in Fiscal year
ended 2000 was approximately $6,748. 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 2000 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, 2000 is $0 (1999 - $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, 2000 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, 2001.

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 Ellis Foster Ltd.
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 three fiscal years and the subsequent interim period
through March 31, 2001, 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 Ellis Foster Ltd. A
representative of BDO Dunwoody LLP (Internationally BDO Binder) and Moore
Stephens Ellis Foster Ltd. are not expected to be present.

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES
FOR 2001 ANNUAL MEETING

It is contemplated that the Company's 2002 Annual Meeting of Stockholders
will be held on or about May 3, 2002. 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, 2001 nor later than December 6, 2001. Stockholder
proposals should be submitted to Patagonia Gold Corporation, 1060 Alberni
Street, Suite 1505, Vancouver, British Columbia, Canada V6E 4K2, Attention:
David Jenkins.

ANNUAL REPORT

The Company's annual report for the year ended December 31, 2000, 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 8, 2001. 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, 2000, 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 Patagonia Gold Corporation, 1060 Alberni Street, Suite
1505, 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 30, 2001

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.

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
MAY 4, 2001

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 March 8, 2001 at the Annual Meeting of Stockholders to
be held on May 4, 2001 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 vote
as marked to the contrary below) 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 ELLIS FOSTER LTD. 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

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)