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Aurora Energy Resources Inc. ("Aurora" or the "Company") (AXU:TSX) announced today that its Board of Directors has issued a Notice of Change to Directors' Circular in respect of the offer (the "Fronteer Offer") by Fronteer Development Group Inc. ("Fronteer") to acquire all of the common shares of Aurora that it does not already own on the basis of 0.825 of a Fronteer common share for each Aurora common share. The Notice of Change to Directors' Circular will be mailed to shareholders and will be available on www.sedar.com.
On February 5, 2009, the Board decided they would defer making a recommendation to Shareholders with respect to the Fronteer Offer. At that time, the Special Committee was engaging in discussions with third parties to solicit other offers for Aurora or its assets or other transactions involving Aurora. The Board did not believe that it was in a position at that time to make a recommendation with respect to the Fronteer Offer until these discussions had concluded. Accordingly, a Directors' Circular dated February 6, 2009 was mailed to shareholders and filed on www.sedar.com that summarized the situation at that time but set out no recommendation from the Board.
Discussions between third parties and the Special Committee have terminated without an alternative to the Fronteer Offer emerging. The Board of Directors is now recommending (with all attending members of the Board voting in favour) that Aurora shareholders accept the Fronteer Offer and deposit their Aurora common shares to the Fronteer Offer. Aurora shareholders should read carefully the reasons for this recommendation contained in the Notice of Change, together with the other information contained in the Notice of Change and the Directors' Circular, before deciding whether or not they will deposit their common shares to the Fronteer Offer.
The Special Committee of the Aurora Board of Directors has retained National Bank Financial Inc. as its financial advisor to advise it with respect to the Fronteer Offer. National Bank Financial Inc. has delivered to the Special Committee and Board of Directors its opinion that, based upon and subject to the considerations, assumptions and limitations described therein, as of February 20, 2009 the consideration offered pursuant to the Fronteer Offer is fair, from a financial point of view, to Aurora shareholders other than Fronteer.
The Fronteer Offer will be open for acceptance until 8:00 p.m. (Toronto time) on March 2, 2009, unless extended or withdrawn. Reference is made to Fronteer's take-over bid circular dated January 23, 2009, which accompanies the Fronteer Offer, for details of additional terms and conditions of the Fronteer Offer.
ABOUT AURORA
Aurora is a uranium exploration and development company active in the Central Mineral Belt of coastal Labrador - one of the world's most promising uranium districts - and in Nunavut, Canada, where it has acquired an interest in the Baker Lake Basin property.
Aurora has no debt and approximately C$96 million in cash that is fully liquid and held with a large Canadian commercial bank.
Aurora is committed to responsible development, which includes community consultation, lasting local benefits and the highest standards of safety, health, and environmental protection.
For further information on Aurora, please contact:
Bruce Dumville
President & CEO
(709) 726-2223
Corporate Information
www.aurora-energy.ca
Except for the statements of historical fact contained herein, certain information presented constitutes "forward-looking statements". Such forward-looking statements, including but not limited to the Fronteer Offer, any possible alternative transaction, the timing and level of exploration activities, including drilling activities, the timing of completion of a pre-feasibility study and anticipated results of the 2008 work program; involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of Aurora to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks related to the Fronteer Offer not being completed, the terms of the Fronteer Offer, the terms of any alternative transaction, the actual results of current exploration activities, conclusions of economic evaluations, uncertainty in the estimation of mineral resources, changes in project parameters as plans continue to be refined, future prices of uranium, economic and political stability in Canada, environmental risks and hazards, increased infrastructure and/or operating costs, labor and employment matters, and government regulation as well as those factors discussed in the section entitled "Risk Factors" in Aurora's Annual Information Form on file with the Canadian Securities Commissions. Although Aurora has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Aurora disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Accordingly, readers should not place undue reliance on forward-looking statements.
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