Aurora Energy Resources Inc.

Aurora Energy Resources Inc.

April 21, 2009 13:03 ET

Aurora Announces Completion of Amalgamation With Fronteer Subsidiary and Related Redemption

ST. JOHN'S, NEWFOUNDLAND AND LABRADOR--(Marketwire - April 21, 2009) - Aurora Energy Resources Inc. (TSX:AXU) ("Aurora") announced that at a special meeting of Aurora shareholders held today, a going private transaction involving the amalgamation (the "Amalgamation") of Aurora and 59801 Newfoundland & Labrador Inc. ("Newco"), a direct wholly-owned subsidiary of Fronteer Development Group Inc. ("Fronteer"), was approved and adopted. Immediately prior to the Amalgamation, Fronteer held 67,473,672 Aurora common shares representing approximately 91.2% of the issued and outstanding common shares of Aurora. The Amalgamation was approved by approximately 98.5% of holders of common shares of Aurora present in person or represented by proxy at the meeting. Immediately following the meeting, articles of amalgamation were filed in accordance with the Corporations Act (Newfoundland and Labrador) (the "NLCA"), following which the Amalgamation was deemed to be effective as of 10:00 a.m. (Newfoundland time). Aurora and Newco have continued as one corporation with the name "Aurora Energy Resources Inc." ("Amalco").

Pursuant to the Amalgamation, former Aurora shareholders (other than Fronteer) received one Class A redeemable preferred share of Amalco for each Aurora common share held. The Aurora common shares and Newco common shares held by Fronteer were exchanged on a one-for-one basis for Amalco common shares. As a result of the Amalgamation, all of the common shares of Amalco are held by Fronteer.

Following the Amalgamation, each outstanding Class A redeemable preferred share of Amalco was automatically redeemed (the "Redemption") by Amalco for 0.825 of a Fronteer common share (subject to adjustment for fractional shares), which is the same consideration per Aurora common share that shareholders received under Fronteer's prior take-over bid for all of the Aurora common shares. As a result of the Redemption, all of the Class A redeemable preferred shares of Amalco will automatically be cancelled and Fronteer now owns all of the outstanding shares of Amalco.

The special meeting materials mailed to Aurora shareholders in advance of today's shareholders' meeting, copies of which are available at, include a letter of transmittal and contain instructions for former holders of Aurora common shares to receive the Fronteer common shares payable to them in connection with the Redemption.

Shareholders with any questions or requests for assistance in completing the letter of transmittal and surrendering the share certificates formerly representing Aurora common shares should contact Computershare Trust Company of Canada, the depositary, by telephone, toll free within Canada and the United States, at 1-800-564-6253 or by e-mail at Shareholders whose share certificates are registered in the name of an investment advisor, stockbroker, bank, trust company or other nominee should immediately contact such nominee for assistance in surrendering their share certificates.

The common shares of Aurora will be delisted from and will no longer be traded on the Toronto Stock Exchange as of the close of market today.

About Aurora

Aurora is a uranium exploration and development company active in the Central Mineral Belt of North Coast Labrador - one of the world's most promising uranium districts - and in Nunavut, Canada, where it has entered into an option agreement on a Baker Lake Basin property. Aurora is 100%-owned by Fronteer, an exploration and development company with a track record of making big discoveries. Fronteer has an extensive gold project pipeline in Nevada and a 40% interest in three gold and copper-gold projects in western Turkey.

Forward Looking Information

This press release contains certain forward-looking information and forward-looking statements. Forward-looking statements and forward-looking information are subject to a variety of risks and uncertainties beyond or Aurora's ability to control or predict, which could cause actual events or results to differ materially from those anticipated in such forward-looking statements and forward-looking information. Although Aurora currently believes that the assumptions inherent in the forward-looking statements and forward-looking information are reasonable, undue reliance should not be placed on these forward-looking statements and forward-looking information.

Contact Information

  • Aurora Energy Resources Inc.
    Bruce Dumville, President and Chief Executive Officer
    Paul Coombs, Chief Financial Officer and Corporate Secretary
    Fronteer Development Group Inc.
    Mark O'Dea, Ph.D, P.Geo, President and CEO
    Richard Moritz, Director, Investor Relations
    Glen Edwards, Director, Communications
    604-632-4677 or Toll Free 1-877-632-4677;