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Concerned Shareholder of Auro Resources Corp. Files and Mails Dissidents Information Circular to Offer Change for the Better


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© Marketwire 2012
2012-12-21 00:57:01 -

VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 12/20/12 -- Shareholders of Auro Resources Corp. (TSX-V: ARU) (the "Company"), please take notice that:


David Elliott, as the Concerned Shareholder of the Company, announced today that he has filed and mailed an information circular (the "Dissidents Information Circular") with Canadian securities regulators and has initiated a proxy solicitation process with the objective of having a new board of directors elected at the Company's annual general and special meeting of shareholders to be held on January 3, 2013 (the "AGM"). Copies of the Dissidents Information Circular are being mailed to shareholders and are available online at www.sedar.com, or by contacting Laurel Hill Advisory Group. The Concerned Shareholder is seeking to elect Cyrus Driver, Dr. Antony Harwood, Scott McLean, and Peter Tegart to the board (collectively, the "Dissident Nominees"). The Dissident Nominees are successful businessmen with significant experience in geological exploration and mine development.


The Concerned Shareholder has initiated this proxy solicitation because he has lost confidence in the ability of the current directors of the Company to maximize shareholder value while preserving the Company's limited financial resources. Since December 2010, the share price of the Company has decreased by approximately 88.5%. The Concerned Shareholder strongly believes that the proposed nominees for directors by the current management of the Company are not in shareholders' best interests; instead, they are being proposed for re-election to further entrench current management, who have failed to effectively manage the affairs of the Company and deliver shareholder value.



The Concerned Shareholder believes that the Dissident Nominees have the necessary experience in geological exploration and mine development, as well as skills in business, capital markets, finance and accounting, to enhance shareholder value and allow the Company to realize on its potential. For further information on each of the Dissident Nominees, please see page 8 of the Dissidents Information Circular under the heading "Profiles of the Dissident Nominees".


The Concerned Shareholder urges shareholders to review the Dissidents Information Circular and to vote only their GREEN PROXY (accompanying the Dissidents Information Circular and also available on www.sedar.com : www.sedar.com under the Company's profile) no later than December 28, 2012 at 5:00 P.M. (Pacific Time) by signing, dating and sending their GREEN PRXY to Laurel Hill Advisory Group by:


(a) EMAIL to assistance@laurelhill.com : mailto:assistance@laurelhill.com ; or


(b) FAX to Laurel Hill Advisory Group at facsimile: 1 416 646 2415.


IF YOU ARE A NON-REGISTERED HOLDER OF COMMON SHARES OF THE COMPANY, PLEASE FOLLOW THE INSTRUCTIONS UNDER THE HEADING OF "NON-REGISTERED SHAREHOLDERS" ON PAGE 14 OF THE DISSIDENTS INFORMATION CIRCULAR.


If you have already voted in favour of management's nominees and resolutions, you may change your vote by submitting a GREEN PROXY with a later date. A later GREEN PROXY automatically revokes any earlier proxy given, including a white management proxy.


The Concerned Shareholder believes that a prosperous future for the Company and its shareholders is still attainable, but only if the Company becomes fiscally responsible and effectively develops its business under new leadership.


The attached letter to shareholders is part of the Dissidents Information Circular available on www.sedar.com, and outlines the concerns of the Concerned Shareholder as well as his plans for the Company.


For further information, please see the Dissidents Information Circular available on www.sedar.com : www.sedar.com under the profile of the Company.


David Elliott, Concerned Shareholder


Letter to the Shareholders of Auro Resources Corp. from David Elliott, the Concerned Shareholder:


December 20, 2012


Dear Shareholders of Auro Resources Corp:


I strongly believe that the proposed nominees for directors by the current management of Auro Resources Corp. (the "Company") are not in shareholders' best interests; instead, they are being proposed for re-election to further entrench current management, who have failed to effectively manage the affairs of the Company and deliver shareholder value. In order to realize the Company's potential, new management is required - a team of highly successful business executives with industry expertise.


This information circular (the "Circular") and the accompanying form of GREEN PROXY is being solicited by myself as "the Concerned Shareholder". The main purpose of this solicitation is to elect Dissident Nominees, Cyrus Driver, Dr. Antony Harwood, Scott McLean and Peter Tegart, to the board of directors of the Company. The Dissident Nominees are successful businessmen with significant experience in geological exploration and mine development. Additionally they possess strong skills in business management, capital markets, finance and accounting.


The Dissident Nominees base their vision for the future of the Company on timely, open and candid communication with shareholders of the Company, prudent spending of Company resources, good corporate governance, respect and protection of shareholder rights and ensuring that all actions are conducted in the best interests of the Company and its shareholders.


In September 2012, John Gomez, as CEO of the Company, approached me to raise additional funds to provide much needed working capital under a Temporary Relief Measure financing. Part of the funds were to be allocated for operations in Colombia, including payment of annual government fees for the Company's properties. In exchange for assisting with the funding, I requested a change to the Company's board, including the appointment of a majority of independent directors, which would include members with strong technical expertise, as well as individuals with a strong financial background, in an attempt to improve the Company's operations. The board of directors approved this placement; however, some of the directors, namely Len Davies, Mark Lawson, Mike Rodger, and Mario Concha, failed to support the board changes I had requested.


On November 7, 2012, two days after the record date for the upcoming Annual General Meeting of shareholders, the Company's private placement of 13,832,583 units was finalized. By excluding myself and other shareholders who participated in the financing, we lost the ability to vote, and the ability to seek new management and board members at the upcoming meeting. Although I have made proposals to significantly improve the board, by recommending the appointment of highly successful independent directors to comprise the majority of the board, current management has refused to accept such proposals.


A further example of how current management is disregarding shareholders best interests is the financing which was announced by the Company on December 17th. A $700,000.00 financing at 1.5 cents with a 2 cent full warrant for 5 years is not in the best interest of the current shareholders, nor has it been approved by the TSX Venture Exchange. The proposed financing would involve the issuance of 46.6 million shares, representing a dilution of 56.5% to the current shareholders. If the warrants were exercised, this would represent a total dilution of 113%. I believe this is an attempt to dilute current shareholders and to entrench management by placing the shares in friendly hands. This is not in the best interest of the Company or its shareholders.


Current management does not have credible, successful experience, and - importantly - lacks the confidence of the Company's employees in Colombia, as well as the support of major shareholders. Furthermore, it is important to note that current management reportedly holds only 56,000 shares of the Company, representing a mere $1,500.00 investment (at today's closing price). In contrast, I have continued to invest in the Company and have made a significant investment, demonstrating my commitment and faith in the future potential of the Company. None of the current directors elected to participate in the private placement that I assisted with in November, even though the Company was in dire straits. If your directors are not confident enough to invest in the Company, how can they ask that shareholders have any faith in their leadership?


After reading the enclosed Circular, if you also feel that change needs to occur for the Company to reach its full potential, please vote using one of the methods listed on your Green Proxy or voting instruction form. As a concerned, major long-term shareholder, I ask shareholders to elect a new, capable board of directors (i.e., the Dissident Nominees as proposed above). These gentlemen are highly successful businessmen of utmost integrity. I believe that many of you, like me, are frustrated by the actions of management, and that the Company needs a change for the better.


The Concerned Shareholder believes that a prosperous future for the Company and its shareholders is still attainable, but only if the Company becomes fiscally responsible and effectively develops its business under new leadership.


To view a graph associated with this release, please visit the following link: media3.marketwire.com/docs/con1220i.pdf. : media3.marketwire.com/docs/con1220i.pdf.

The Dissident Nominees Offer Change For The Better. Vote your GREEN Proxy today.


IMPORTANT INFORMATION


In order to be deposited with Auro's registrar and transfer agent in time to be used at the Meeting, your Green PROXY must be received by the Concerned Shareholders' proxy solicitation agent, Laurel Hill Advisory Group, prior to 5 p.m. (Pacific time) on December 28, 2012.


If you require assistance with voting, please direct your questions to Laurel Hill Advisory Group at toll free 1-877-452-7184 (1-416-304-0211 collect) or by email at assistance@laurelhill.com : mailto:assistance@laurelhill.com .


Time is of the essence. I urge you to act today for the future of Auro Resources.


Yours truly,


David Elliott



Contacts:

Laurel Hill Advisory Group

North American Toll Free: 1-877-452-7184

Banks, Brokers or Collect Calls: 1-416-304-0211
assistance@laurelhill.com :



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