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
AURORA GOLD CORPORATION
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(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:
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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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[_] 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.
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3) Filing Party:
4) Date Filed:
1
DEFINITIVE PROXY STATEMENT
AURORA GOLD CORPORATION
30 Ledger Road
Balcatta, WA 6021 Australia
NOTICE AND PROXY STATEMENT FOR
Annual Meeting of Stockholders to be held June 29, 2006
To the Shareholders of Aurora Gold Corporation:
NOTICE IS HEREBY GIVEN that the 2006 Annual Meeting of Shareholders (the
"Annual Meeting") of Aurora Gold Corporation, a Delaware corporation (the
"Company"), will be held at the Blue Horizon Hotel, 1225 Robson Street,
Vancouver, BC, Canada V6E 1C3 on Thursday June 29, 2006 at 8:30 a.m. for the
following purposes:
1. To elect three directors to the Board of Directors to serve for a
one-year term;
2. To ratify the appointment of Peterson Sullivan PLLC as independent
accountants for us.
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 May 29, 2006 as
the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at such meeting or any adjournment(s) thereof.
Only shareholders of our Common Stock of record at the close of business on the
Record Date are entitled to notice of and to vote at the Annual Meeting. Shares
can be voted at the Annual Meeting only if the holder is present or represented
by proxy. The stock transfer books will not be closed. A copy of our 2005
Annual Report to Shareholders, which includes audited financial statements, is
enclosed. A list of shareholders entitled to vote at the Annual Meeting will be
available for examination at our offices for ten (10) days prior to the Annual
Meeting.
You are cordially invited to attend the Annual Meeting; whether or not you
expect to attend the meeting in person, however, you are urged to mark, sign,
date, and mail the enclosed form of proxy promptly which is being solicited by
the Board of Directors so that your shares of stock may be represented and voted
in accordance with your wishes and in order that the presence of a quorum may be
assured at the meeting. Your proxy will be returned to you if you should be
present at the Annual Meeting and should request its return in the manner
provided for revocation of proxies on the initial page of the enclosed proxy
statement. All proxies that are properly executed and received prior to the
meeting will be voted at the meeting. If a stockholder specifies how the proxy
is to be voted on any business to come before the meeting it will be voted in
accordance with such specification. If a stockholder does not specify how to
vote the proxy it will be voted FOR each matter scheduled to come before the
meeting and in the proxy holders' discretion on such other business as may
properly come before the meeting. Any proxy may be revoked by a stockholder at
any time before it is actually voted at the meeting by delivering written notice
to the secretary or acting secretary of the meeting, by delivering another valid
proxy bearing a later date or by attending the meeting and voting in person.
By Order of the Board of Directors
/s/ Klaus Eckhof
- ----------------
Klaus Eckhof
President and Director
May 26, 2006
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DEFINITIVE PROXY STATEMENT
AURORA GOLD CORPORATION
30 LEDGER ROAD
BALCATTA, WA 6021 AUSTRALIA
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 29, 2006
SOLICATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf of
Aurora Gold Corporation, a Delaware corporation (the "Company"), to be voted at
our 2006 Annual Meeting of Shareholders (the "Annual Meeting") to be held on
June 29, 2006 at the time and place and for the purposes set forth in the
accompanying Notice of Annual Shareholders (the "Notice") and at any
adjournment(s) thereof. When proxies in the accompanying form are properly
executed and received, the shares of our Common Stock, par value of $0.001 per
share (the "Common Stock"), represented thereby will be voted at the Annual
Meeting in accordance with the directions noted thereon; if no direction is
indicated, such shares will be voted for the election of directors and in favor
of the other proposals set forth in the Notice.
Management does not intend to present any business at the Annual Meeting
for a vote other than the matters set forth in the Notice and has no information
that others will do so. If other matters requiring a vote of the shareholders
properly come before the Annual Meeting, it is the intention of the persons
named in the accompanying form of proxy to vote the shares represented by the
proxies held by them in accordance with their judgment on such matters.
This proxy statement (the "Proxy Statement") and accompanying proxy are
being mailed to stockholders on or about June 5, 2006. Our Annual Report on Form
10-KSB (the "2005 Form 10-KSB"), serves as the Annual Report to Shareholders,
covering our fiscal year ended December 31, 2005, is enclosed herewith, and
certain parts thereof are incorporated herein by reference. See "Incorporation
by Reference."
Any shareholder of the Company giving a proxy has the unconditional right
to revoke his proxy at any time prior to the voting thereof either in person at
the Annual Meeting, by delivering a duly executed proxy bearing a later date or
by giving written notice of revocation to us addressed to Cameron Richardson,
Aurora Gold Corporation, 30 Ledger Road, Balcatta, Western Australia, 6021,
Australia. No such revocation shall be effective, however, until such notice of
revocation has been received by us at or prior to the Annual Meeting. Any
stockholder attending the meeting in person may withdraw his or her proxy and
vote his or her shares.
The cost of preparing, printing, assembling, and mailing the Annual Report,
the Notice, this Proxy Statement, and the enclosed form of proxy, as well as the
cost of forwarding solicitation materials to the beneficial owners of shares of
Common Stock and other costs of solicitation, are to be borne by us. In addition
to the solicitation of proxies by use of the mail, our officers and regular
employees may solicit the return of proxies, either by mail, telephone,
telegraph or through personal contact. Such officers and employees will not be
additionally compensated but will be reimbursed for out-of-pocket expenses.
Brokerage houses and other custodians, nominees, and fiduciaries will, in
connection with shares of our common stock, $0.001 par value per share (the
"Common Stock"), registered in their names, be requested to forward solicitation
material to the beneficial owners of such shares of Common Stock. We 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.
As of May 29, 2006 we had 44,218,522 shares of common stock issued and
outstanding. Our Common Stock has been quoted on the NASD OTC Bulletin Board
since December 5, 1996.
The following table sets forth the high and low bid prices for the Common
Stock for the calendar quarters indicated as reported by the NASD OTC Bulletin
Board for the last two years. These prices represent quotations between dealers
without adjustment for retail markup, markdown or commission and may not
represent actual transactions.
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First Quarter Second Quarter Third Quarter Fourth Quarter
------------- -------------- ------------- --------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
2006 - High $2.10 $2.00 $- $-
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2006 - Low $0.69 $0.77 $- $-
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2005 - High $0.23 $0.12 $0.83 $0.73
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2005 - Low $0.09 $0.06 $0.06 $0.47
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2004 - High $0.51 $0.38 $0.31 $0.26
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2004 - Low $0.20 $0.24 $0.17 $0.15
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Our stock is also quoted on the Frankfurt Exchange under the symbols
"A4G.FSE," and "A4G.ETR" and on the Berlin-Bremen Exchange under the symbol
"A4G.BER".
1. The high and low bid prices for our Common Stock for the Second
Quarter of 2006 were for the period April 1, 2006 to May 26, 2006.
Incorporation by Reference
Our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2005 and 2004 has been included with the proxy statement. We currently have
eight full time and three part time employees. The section entitled "Business",
together with the consolidated financial statements for the fiscal years ended
December 31, 2005 and 2004 provide additional information concerning our
business. The information set forth in the Annual Report is important for every
Shareholder to review. The Annual Report also contains a description of real
property owned by us. The Sections of the Annual Report entitled "Description of
Business" and "Description of Property" on pages 2 to 10 of the Annual Report
are incorporated herein by reference. The consolidated financial statements on
pages F-1 through F-20 also are incorporated by reference
QUORUM AND VOTING
The record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting was the close of business on May 26, 2006 (the
"Record Date"). On the Record Date, there were 44,218,522 shares of Common
Stock issued and outstanding, the holders of which are entitled to one vote per
share on each matter to come before the meeting. Only stockholders of record at
the close of business on May 26, 2006 will be entitled to vote at the Annual
Meeting of Stockholders.
Each shareholder of Common Stock is entitled to one vote on all matters to
be acted upon at the Annual Meeting and neither our Articles of Incorporation
(the "Articles of Incorporation") nor its Bylaws (the "Bylaws") allow for
cumulative voting rights. The presence, in person or by proxy, of the holders of
thirty-three and one third percent (33 1/3%) of the issued and outstanding
Common Stock entitled to vote at the meeting is necessary to constitute a quorum
to transact business. Abstentions and broker non-votes will be counted for
purposes of determining a quorum, but will not be counted as voting for purposes
of determining whether a proposal has received the necessary number of votes for
approval of the proposal. If a quorum is not present or represented at the
Annual Meeting, the shareholders entitled to vote thereat, present in person or
by proxy, may adjourn the Annual Meeting from time to time without notice or
other announcement until a quorum is present or represented. Assuming the
presence of a quorum, the affirmative vote of the holders of a plurality of the
shares of Common Stock voting at the meeting is required for the election of
each of the nominees for director, and the affirmative vote of the holders of a
majority of the shares of Common Stock voting at the meeting is required for
approval of the increase in the total Common Stock.
Directors are elected by plurality vote. The ratification of the
appointment of Peterson Sullivan PLLC 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.
Under applicable provisions of the Delaware General Corporation Law,
shareholders are not entitled to dissenters' rights or appraisal rights with
respect to the matters to be considered and voted upon at the Annual Meeting of
Stockholders.
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SUMMARY
The following is a brief summary of certain information contained elsewhere
in this Proxy Statement. This summary is not intended to be complete and is
qualified in all respects by reference to the detailed information appearing
elsewhere in this proxy statement and the exhibits hereto.
The Meeting
Date, Time and Place of the Annual Meeting
The Annual Meeting of Aurora Gold Corporation is scheduled to be held on
June 29, 2006, at 8:30 a.m., at the Blue Horizon Hotel, 1225 Robson Street,
Vancouver, BC, Canada V6E 1C3. See "Solicitation and Revocability of Proxies."
Record Date
Only holders of record of shares of Common Stock at the close of business
on May 26, 2006 are entitled to receive notice of and to vote at the Annual
Meeting.
Vote Required
Assuming the presence of a quorum at the Annual Meeting, the affirmative
vote of the holders of a plurality of the shares of Common Stock represented and
voting at the Annual Meeting is required for (i) the election of each nominee
for our director, (ii) ratification of the appointment of Peterson Sullivan PLLC
as our independent public accountants, (iii) to transact such other business as
may properly come before the meeting and any adjournments thereof.
Accountants
Peterson Sullivan PLLC has been selected by us to act as the principal
accountant for 2006. Peterson Sullivan PLLC has been our accountant since
February 7, 2006. It is not expected that the representatives of Peterson
Sullivan PLLC will attend the annual shareholders' meeting and will not be
available to answer questions from the shareholders.
RECOMMENDATIONS
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE
FOR EACH OF THE NOMINEES FOR DIRECTOR ("PROPOSAL 1"), FOR RATIFICATION OF THE
INDEPENDENT PUBLIC ACCOUNTANTS ("PROPOSAL 2") AND TO TRANSACT SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF
("PROPOSAL 3").
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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 our Directors 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 our Director and the executive officers. 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 our 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 13, 2006 (1) (2)
NOMINEES FOR DIRECTORS:
Klaus P Eckhof 47 Director 07/05 3,500,000 7.92%
Antonio G Cacace 56 Director 10/95 8,333 * %
Cameron Richardson 52 Director 5/01 0 * %
EXECUTIVE OFFICERS:
Klaus P Eckhof 47 President 2/06 3,500,000 7.92%
Cameron Richardson 52 Secretary 4/98 0 * %
All Directors and executive 3,508,333 7.93%
officers as a group
* Less than 1%
(1) The persons named below have sole voting and investment power with
respect to the shares.
(2) No securities were authorized for issuance under equity compensation
plans.
BUSINESS EXPERIENCE OF NOMINEES
Klaus P Eckhof, President and Director
Chief Executive Officer of Moto Goldmines Limited (2003 to present); Director of
Moto Goldmines (May 18, 2005 to present); Self employed as a geological
consultant (1994 to 2003).
Antonio Cacace, Director
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 development and operation of steel/bar
rolling mills.
Cameron Richardson, CFO and Director
Held accounting positions with various Canadian resource companies (1981 to
1997). Chief Financial Officer of Aurora Gold Corporation (April 1998 to
present), Chief Accounting Officer (June 1997 to present) and President (May 4,
2001 to February 27, 2006).
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EXECUTIVE COMPENSATION
(A) General
The following table sets forth information concerning the compensation of the
named executive officers for each of the registrant's last three completed
fiscal year:
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Annual Compensation Long-Term Compensation
------------------------------------------------------------------------------
Awards Payments
--------------------------------------------
Securities
Other Annual Under- All
Compen- Restricted Lying other
Sation Stock Options/ LTIP Compen-
Name And Year Salary Bonuses ($) Award(s) SARs Payouts sation
Principal Position ($) ($) (e) ($) (#) ($) ($)
(a) (b) (c) (d) (f) (g) (h) (i)
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Cameron Richardson 2005 2,728 -0- -0- None None None -0-
President and -------------------------------------------------------------------------------------
Director 2004 -0- -0- -0- None None None -0-
-------------------------------------------------------------------------------------
2003 -0- -0- -0- None None None -0-
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Klaus P Eckhof 2005 7,682 -0- -0- None None None -0-
Director -------------------------------------------------------------------------------------
2004 -0- -0- -0- None None None -0-
-------------------------------------------------------------------------------------
2003 -0- -0- -0- None None None -0-
- ----------------------------------------------------------------------------------------------------------
None of our officers or directors was party to an employment agreement with
us. During the fiscal year ending December 31, 2005 the entire board of
directors acted as our compensation committee and audit committee.
(B) Options/SAR Grants Table
The following table sets forth information concerning individual grants of
stock options (whether or not in tandem with stock appreciation rights ("SARs")
and freestanding SARs made during the last completed fiscal year to each of the
named executive officers;
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Option/SAR Grants in Last Fiscal Year
(Individual Grants)
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Percent Of
Number of Total Options/
Securities SARs Granted
Underlying To Employees Exercise Or Expiration
Option/SARs In Fiscal Base Price Date
Name Granted (#) Year ($/Sh) (M/D/Y)
(a) (b) (c) (d) (e)
- ---------------------------------------------------------------------------------
Cameron Richardson (1) None 0% $0
- ------------------------
Klaus P Eckhof (1) None 0% $0
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Note 1: No options were awarded in 2005 or 2004.
(C) Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table
The following table sets forth information concerning each exercise of
stock options (or tandem SARs) and freestanding SARs during the last completed
fiscal year by each of the named executive officers and the fiscal year-end
value of unexercised options and SARs, on an aggregated basis:
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
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Number of
Securities Value Of
Underlying Unexercised
Unexercised In-The-Money
Shares Options/SARs Options/SARs
Acquired Value At FY-End ($) At FY-End ($0.240)
On Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
(a) (b) (c) (d) (e)
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Cameron Richardson None None None $0
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Klaus P Eckhof None None None $0
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(D) Long-Term Incentive Plans ("LTIP") Awards Table
We do not have a Long-term Incentive Plan.
(E) Compensation of Directors'
We do not pay a fee to its outside, non-officer directors. We reimburse our
directors for reasonable expenses incurred by them in attending meetings of the
Board of Directors. During fiscal 2005 non-officers directors received a total
of $0 in consulting fees.
(F) Employment Contracts and termination of employment and change-in-control
arrangements.
None of our officers or directors was party to an employment agreement with
us.
(G) Report on repricing of options/SARs.
At no time during the last completed fiscal year did we, while a reporting
issuer pursuant to Section 13(a) of 15(d) of the Exchange Act, adjust or amend
the exercise price of the stock options or SARs previously awarded to any of the
named executive officers, whether through amendment, cancellation or replacement
grants, or any other means.
(H) Meetings of the Board of Directors and Committees
Our board of directors has primary responsibility for directing the
management of our business and affairs. There were four regularly scheduled
Board meetings during the fiscal year ended December 31, 2005. All Directors
were in attendance, either in person or by phone, at all Board meetings and
Committee meetings. Our board consists of three members.
The duties of the Committees are as follows:
Executive Committee (Klaus P Eckhof, Antonino G Cacace & Cameron
Richardson)
The Executive Committee has the full authority of the Board of Directors to
take action upon such matters as may be referred to the Committee by the Board
of Directors.
Audit Committee (Klaus P Eckhof, Antonino G Cacace & Cameron Richardson)
The Audit Committee meets with the independent public accountants at least
annually to review the scope of the independent audit, the appropriateness of
the accounting policies, the adequacy of internal controls and address issues
relevant to our operation. The Board of Directors has not adopted a written
charter for the audit committee. Antonino Cacace is the independent member of
the committee.
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Compensation and Benefits Committee (Klaus P Eckhof, Antonino G Cacace &
Cameron Richardson)
The Compensation and Benefits Committee receives and considers
recommendations from the chief executive officer for salaries and other forms of
compensation for the executive officers and makes recommendations to the Board
of Directors on these matters. Antonino Cacace is the independent members of the
committee.
Nominating and Corporate Governance Committee (Klaus P Eckhof, Antonino
Cacace & Cameron Richardson)
The responsibilities of the Nominating and Corporate Governance Committee
include: nominates individuals to stand for election as directors, considers
recommendations by our stockholders of potential nominees for election as
directors, initial review of policy issues regarding the size and composition of
the Board of Directors, and makes recommendations to our board concerning the
structure of our board and corporate governance matters. The nominating
committee does not have a charter. Antonino Cacace is the independent members of
the committee.
During the fiscal year ended December 31, 2005 and the subsequent period
ended May 26, 2006 the entire board of directors acted as our Audit Committee,
Compensation Committee, Nominating and Corporate Governance Committees. During
fiscal 2005 and the period ended May 26, 2006, the Compensation and Benefits
Committee held one meeting by telephone conference call and the audit committee
held four meetings by telephone conference call. During fiscal 2005 and the
period ended May 26, 2006 the audit committee reviewed the fiscal 2005 interim
unaudited financial statements, the December 31, 2005 yearend audited financial
statements and the first quarter of 2006 interim unaudited financial statements.
Internal Controls and Procedures
Within 90 days prior to the date of our Annual report on Form 10-KSB, we
completed an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures. Disclosure controls and procedures are
designed to ensure that the material financial and non-financial information,
required to be disclosed on Form 10-KSB, and filed with the Securities and
Exchange Commission is recorded, processed, summarized and reported in a timely
manner. Based on the foregoing, our management, including the President and
Chief Financial Officer, have concluded that our disclosure controls and
procedures (as defined in Rules 240.13a-15 or 240.15d-15 of the Securities
Exchange Act of 1934, as amended) are effective.
There have been no significant changes in our internal controls, or in
other factors, that could significantly affect these controls subsequent to the
date of the evaluation hereof. No corrective actions were taken, therefore,
with regard to significant deficiencies and material weaknesses.
Audit Committee Report
The Audit Committee of the Board of Directors is composed of three
directors. Antonino Cacace is the independent Director and financial expert
serving on the audit committee. The Board of Directors has not adopted a written
charter for the Audit Committee.
The responsibilities of the Audit Committee include recommending to the
Board of Directors an accounting firm to be engaged as our independent
accountants. Management is responsible for our financial statements and the
financial reporting process, including the system of internal controls. The
independent accountants are responsible for expressing an opinion on the
conformity of those audited financial statements with accounting principles
generally accepted in the United States. The Audit Committee's responsibility is
to oversee these processes and the activities of our internal audit department.
In this context, the Audit Committee has met and held discussions with
management and the independent accountants. Management represented to the Audit
Committee that our financial statements were prepared in accordance with
generally accepted accounting principles, and the Audit Committee has reviewed
and discussed the financial statements with management and the independent
accountants. The Audit Committee has received and reviewed the written
disclosures and letter from the independent auditors required by Independence
Standards Board Standard No. 1, "Independence Discussions with Audit
Committees", as amended and have discussed with the independence auditors their
independence from us and management. The Audit Committee has also discussed with
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the independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61, "Communication with Audit Committees", as amended.
In addition, the Audit Committee discussed with the independent auditors
the overall scope and plans for the audit. The Audit Committee met jointly with
the independent auditors and management to discuss the results of the auditors'
examination, the auditors' understanding and evaluation of our internal controls
which the auditors considered necessary to support their opinion on the
financial statements for the year 2005, and various factors affecting the
overall quality of accounting principles as applied in our financial reporting.
The independent auditors also met with the committee without management being
present to discuss these matters. The Audit Committee also considered the
compatibilities of non-audit services with the accountants' independence.
In fulfilling its oversight responsibilities, the Audit Committee has
reviewed and discussed with management and the independent auditors our audited
financial statements contained in our Annual Report on Form 10-KSB for the year
ended December 31, 2005. The Audit Committee recommended that the Board of
Directors include the audited financial statements in our Annual Report on Form
10-KSB for the year ended December 31, 2005, as filed with the Securities and
Exchange Commission.
This report is submitted by the Audit Committee. Its members are:
Antonino Cacace
David Jenkins
Cameron Richardson
(I) Certain Relationships and Related Transactions
Our proposed business raises potential conflicts of interests between us
and certain of our officers and directors. There have been no transactions
during the last two years, or proposed transactions, to which we were or are a
party, in which any of our directors or executive officers had or have a direct
or indirect material interest.
Certain of our directors are directors of other mineral resource companies
and, to the extent that such other companies may participate in ventures in
which we may participate, our directors 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 our director,
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, we 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 us making the assignment. In determining whether we will
participate in a particular program and the interest therein to be acquired by
us, our directors will primarily consider the potential benefits to us, the
degree of risk to which we may be exposed and its financial position at that
time. Other than as indicated we have no other procedures or mechanisms to deal
with conflicts of interest. We are not aware of the existence of any conflict of
interest as described herein.
There have been no transactions or proposed transactions with promoters
during the last two years to which we are or were a party.
(J) Compliance with Section 16(a) Beneficial Ownership Reporting Compliance, of
the Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our officers
and directors, and persons who have more than ten percent of a registered class
of our 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 the SEC regulation to
furnish us 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, we believes that during
the fiscal year ended December 31, 2005 all filings requirements applicable to
its officers, directors and greater than ten percent beneficial owners were
complied with.
10
We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer and principal accounting officer. A copy of
our Corporate Governance Principles is incorporated by reference.
(K) Security Ownership of Certain Beneficial Owners and Management
No securities were authorized for issuance under equity compensation plans.
The following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of March 13, 2006 by (i) each person who is
known by us to own beneficially more than five percent (5%) of our outstanding
Common Stock; (ii) each of our directors and officers; and (iii) all our
directors and officers as a group. As at May 26, 2006 there were 44,218,522
shares of Common Stock issued and outstanding.
Security Ownership of Certain Beneficial Owners and Management
- ----------------------------------------------------------------------------------
Name and Address of Amount and Nature Percentage of
Beneficial Owner of Beneficial Owner Class
- ----------------------------------------------------------------------------------
Carrington International Limited (1) 4,044,635 9.15%
Suite 2402, Bank of America Tower,
12 Harcourt Road, Hong Kong
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Dr Andreas Reitmeier 3,590,200 8.12%
Graben 27, A-1010, Eien, Austria
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Kastalia Ltd (2) 3,500,000 7.92%
Wickhams Cay 1,
Road Town, Tortola, British Virgin Islands
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EL & A Ltd (3) 2,296,897 5.19%
4 D Crystal Court DB,
Hong Kong
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Patricia Eckhof 2,245,000 5.08%
Rotwand Str 15, Muenchen, 81539 Germany
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Boavista Securities Ltd. (4) 2,211,488 5.00%
Avenida del Campo 10,
E-28223 Madrid, Spain
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Officers and Directors
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Klaus P Eckhof (5) 3,500,000 7.92%
30 Ledgar Road, Balcatta, Western Australia,
6021 Australia
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Antonino G. Cacace (5) 8,333 *
Crud-y-Gloyat
Carswell Bay
Swansea Wales, U.K.
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Cameron Richardson (5) 0 *
2 - 238 West 4th Street,
North Vancouver, B.C., Canada V6E 4K2
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Officers and Directors (3 persons) 3,508,333 7.93 %
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* Less than 1%.
(1) Dr. Georg H Schnura, Schloss Enzesfeld, A-2551 Enzesfeld, Austria, is
the 100% beneficial owner of Carrington International Ltd.
(2) Alexander Kleimionov, UI. Demiana Bednovo 17, corp. 3, ap. 10 Moscow,
Russia is the 100% beneficial owner of Kastalia Ltd.
(3) Dr. Markus Baerfontein, c/o Medoc Medical Services, Petersplatz 1,
Vienna 1, District, 1010, Austria is the 100% beneficial owner of EL &
A Ltd.
(4) Maria del Carmen Becerro Morais, Avenida del Campo 10, E-28223 Madrid,
Spain, is the 100% beneficial
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owner of Boavista Securities Ltd.
(5) Officer and/or director
Changes in Control
There were no arrangements during the last completed fiscal year or
subsequent period to May 26, 2006 which would result in a change in our control.
PROPOSAL 2. SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors recommends the ratification by the stockholders of
the appointment of Peterson Sullivan PLLC as our independent accountants for the
fiscal year ending December 31, 2006. Peterson Sullivan PLLC has been our
accountant since February 7, 2006. Moore Stephens Ellis Foster Ltd. were our
accountants prior to February 7, 2006.
Effective January 7, 2006, we dismissed our prior independent public
accountant, Moore Stephens Ellis Foster Ltd. and retained as our new independent
public accountant Peterson Sullivan PLLC. Moore Stephens Ellis Foster Ltd.'s
report on our financial statements during the most recent fiscal year contained
no adverse opinion or disclaimer of opinion, nor was it qualified or modified as
to uncertainty, audit scope or accounting principles, except that the report was
qualified as to the Company's ability to continue as a going concern.
During the last two fiscal years and the subsequent interim period through
February 7, 2006, there were no disagreements between the Company and Moore
Stephens Ellis Foster Ltd. 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 Moore Stephens Ellis
Foster Ltd., would have caused it to make a reference to the subject matter of
disagreements in connection with its report. There were no "reportable events"
as that term is described in Item 304(a)(1)(v) of Regulation S-B within the last
fiscal year and through February 7, 2006.
Effective February 7, 2006, the Company engaged Peterson Sullivan PLLC as
our new independent registered public accountants to audit our financial
statements. The appointment of Peterson Sullivan PLLC was recommended and
approved by our board of directors. During our last two most recent fiscal years
and the subsequent interim period to date hereof, we have not consulted Peterson
Sullivan PLLC regarding either: (1) the application of accounting principles to
a specified transaction, either complete or proposed, or the type of audit
opinion that might be rendered on our financial statements, or (2) any matter
that was either the subject matter of a disagreement as defined in Item
304(a)(1)(iv) of Regulation S-B or a reportable event as described in Item
304(a)(1)(v) of Regulation S-B.
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 Peterson Sullivan PLLC. A representative of
Peterson Sullivan PLLC is not expected to be present.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees:
The aggregate fees billed for professional services by Moore Stephens Ellis
Foster Ltd. for the audit of our annual financial statements and review of
financial statements included in our Form 10-QSB (17 CFR 249.308b) or services
that were normally provided by the accountant in connection with statutory and
regulatory filings or engagements during the 2005 fiscal year were $10,234 (2004
- - $5,000).
Audit-Related Fees:
The aggregate fees billed to us for assurance and related services by Moore
Stephens Ellis Foster Ltd. that are reasonably related to the performance of the
audit or review of our financial statements and are not reported under audit
fees for fiscal 2005 were $ 0 (2004 - $0).
Tax fees:
The aggregate fees billed to us for professional services by Moore Stephens
Ellis Foster Ltd. for tax compliance, tax advice and tax planning for fiscal
2005 were $ 0 (2004 - $0).
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All other fees:
The aggregate fees billed to us for products and services provided by Moore
Stephens Ellis Foster Ltd., other than reported under Audit Fees, Audit-Related
Fees and Tax Fees for fiscal 2005 were $ 0 (2004 - $0).
The Audit Committee feels that the services rendered by Moore Stephens
Ellis Foster Ltd. were compatible with maintaining the principal accountant's
independence.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES FOR 2007 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 2007 Annual
Meeting of Shareholders should be submitted by certified mail, return receipt
requested and must be received by us at our headquarters in Balcatta, Western
Australia, Australia on or before December 1, 2006 to be eligible for inclusion
in our proxy statements and form of proxy card relating to that meeting.
Shareholder proposals should be submitted to the Secretary of Aurora Gold
Corporation, 30 Ledger Road, Balcatta, Western Australia, 6021, Australia. Any
such proposal should comply with the Securities and Exchange Commission rules
governing shareholder proposals submitted for inclusion in proxy materials.
ADDITIONAL INFORMATION
We are subject to the information requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed with the Commission can be inspected and copied at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549. Copies of this material can also be obtained at prescribed rates
from the Public Reference Section of the Commission at its principal office at
450 Fifth Street, N.W. Washington, D.C. 20549. Our Common Stock is traded on the
NASD OTC Bulletin Board under the symbol "ARXG".
All reports and documents filed by us pursuant to Section 13, 14 or 15(d)
of the Exchange Act, after the date of this Proxy Statement, shall be deemed to
be incorporated by reference herein and to be a part hereof from the respective
date of filing such documents. We are current in its filings. Any statement
incorporated by reference herein shall be deemed to be modified or superceded
for purposes of this Proxy Statement to the extent that a statement contained
herein or in any other subsequently filed document, which also is or is deemed
to be incorporated by reference herein, modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Proxy Statement.
Our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2005 and 2004, including financial statements, is being mailed together with
this Proxy Statement to our stockholders of record at the close of business on
June 5, 2006. We will provide without charge to each person whose proxy is
solicited by this proxy statement, a copy of our annual report on Form 10-KSB
for the year ended December 31, 2005, 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, 30 Ledger Road, Balcatta, Western
Australia, 6021, Australia, Attention: Cameron Richardson.
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 us.
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By Order of the Board of Directors
/s/ Klaus Eckhof
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Klaus Eckhof
President
May 26, 2006
STOCKHOLDERS ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN
THE ENCLOSED SELF-ADDRESSED ENVELOPE. YOUR PROMPT RESPONSE WILL BE HELPFUL, AND
YOUR COOPERATION WILL BE APPRECIATED.
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DEFINITIVE PROXY STATEMENT
AURORA GOLD CORPORATION
30 LEDGER ROAD
BALCATTA, WA 6021 AUSTRALIA
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS ON
JUNE 29, 2006
The undersigned hereby appoints Klaus Eckhof and 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 Aurora
Gold Corporation held of record by the undersigned at the close of business on
May 26, 2006 at the Annual Meeting of Stockholders to be held on June 29, 2006
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 Cacace, Klaus Eckhof, A. Cameron Richardson
(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 PETERSON SULLIVAN PLLC 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 ENVELOPE.
Dated:
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Signature
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Signature if held jointly
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Please print name(s)
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