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AuRo Management Replies to Dissident Press Release and Information Circular Issued by the 'Concerned Shareholder', Mr. David Elliott

How Many Opportunities Does David Elliott Want in Order to Choose AuRo's Management?

VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 12/24/12 -- AuRo Resources Corp. (TSX VENTURE:ARU) -

The new AuRo management hereby responds to the dissident press release and Information Circular issued by the 'concerned shareholder', Mr. David Elliott.

The current new AuRo Management team wishes to reinforce their recommendation to vote in favor of the management director nominations, specifically: Mr. Len Davies, Mr. Douglas Dray, Mr. Mark Lawson and Mr. Mario Concha who have the experience and are committed to attracting a proven team of professionals to AuRo in order to maximize the property assets which we believe are extraordinary.

Management warns current shareholders that Mr. Elliott's group is responsible for putting into place the previous AuRo management, including Mr. John Gomez who was in charge of the company and responsible for the decisions that resulted in the problems that Mr. Elliott is complaining about.

AuRo Management wants to remind shareholders to vote their Management proxy in favor of the Management agenda items prior to 10 am (PST time) on Dec 31, 2012. Shareholder should disregard and NOT vote the dissident (green) proxy.

AuRo advises that a formal Court hearing was held on Friday December 21, 2012 before the British Columbia Supreme Court at which time the application of Andrew Williams, a broker with Haywood Securities Inc. was dismissed entirely. Not only were the application dismissed but also the Court ordered Andrew Williams to pay the Costs of AuRo and the named Directors. Andrew Williams is an associate of David Elliott who is also a broker at Haywood Securities Inc.

Present management of AuRo believes that the Court application by Andrew Williams was intended to temporarily financially cripple AuRo in an attempt by Andrew Williams and David Elliott to influence shareholders and to cause the shareholders to vote for directors nominated by David Elliott under a "dissident" information circular.

Please see the separate news release dated December 24, 2012 announcing the results of the litigation.

In connection with the dissident press release and information circular, Management of AuRo wishes to refer shareholders to the following open letter which directly responds to the dissident's accusations and claims.

Dear AuRo Resources Shareholders,

On December 12, 2012 Mr. Doug Dray, AuRo's CFO had a long conversation with Mr. David Elliott.

During the conversation they both agreed that AuRo is in need of a professional and seasoned team to step forward to lead the Company. Specifically to get the money efficiently spent to determine what AuRo's huge and strategically located Colombian assets have in the ground. Both agreed that the prior AuRo management had failed to do so. Mr. Dray stated that in the short period of time since the Nov 16, 2012 Board Meeting, when the new AuRo management had taken over, they had interviewed and had numerous discussions with individuals with exceptional track records in the market and that at this moment in time there was a large and excellent selection of available candidates.

None-the-less Mr. Elliott said that he wanted the current AuRo Board to agree to put three directors of his choosing on the information circular the 'key' part is Mr. Elliott wanted the AuRo Board to agree to this without Mr. Elliott revealing who the three proposed candidates were! Mr. Dray stated that in order for the Board to fulfill their fiduciary duties they would have to know their names so that they could do their due diligence. Mr. Elliott still refused to put forth his proposed candidates. Mr. Dray at least inferred that this is a ridiculous and an impossible request and then reminded Mr. Elliott that it was his group who put into place the prior AuRo management that we replaced on November 16, 2012 and that based on that 'problem' his blind-demand was unreasonable. Mr. Dray further explained his view that great teams require some patients to assemble, not hours or days that Mr. Elliott was proposing. Mr. Dray explained the last project he was involved with for 10 years, Sydney Resources, which became West Timmins Mining and subsequently bought out by Lake Shore Gold, occurred because they attracted the likes of Darin Wagner, Frank Hallam and Michael Jones which took some time to assemble, but their patients was rewarded as the share price increased over 3,000%. Mr. Dray expressed that it is this caliber of management that AuRo's assets are worthy of and quite simply requires some time to assemble (not hours). Later that same day Mr. Dray followed up with the following email to Mr. Elliott:

"...I am please we agreed on all the important points discussed. If you'd feel comfortable I would appreciate hearing any names of individuals you'd recommend for the Board. I can hold them in confidence if you so desire.

Please feel free to contact me any time."

So now on December 19th we finally get the unveiling of Mr. Elliott's proposed Board let us take a look! Of the four Elliott-proposed directors he lists an impressive 15 companies that they are involved in. Mr. Elliott rightfully knocks the prior AuRo management even though it is his group who is responsible for putting into place the previous AuRo management, BUT at this moment the question is: is Mr. Elliott's proposed Board any better than what he last put into place in AuRo Resources? With no disrespect to the gentlemen on this list, the return on investment of the 15 companies from Mr. Elliott's proposed Board is a median DECLINE of -87% very consistent to the -88.5% of the management team that Mr. Elliott last put forth in AuRo. (See table below).

                                                  Close       %             
Proposed Director                       High 12/20/2012 DECLINE Date of High
Cyrus Driver         Bellhaven Copper & 0.97      0.135    -86%   12/21/2010
                     Gold Inc.                                              
                     Superior Mining     0.5       0.02    -96%   11/27/2009
                     Aldrin Resource    0.99       0.05    -95%     6/1/2010
                     Orko Silver Corp.   3.2        2.4    -25%    4/25/2011
                     Mira Resources     0.78      0.145    -81%    2/14/2011
                     Nevada Exploration 1.02      0.125    -88%     1/8/2008
                     Wind River Energy   0.7      0.025    -96%     3/7/2011
                     Cobra Venture      0.45       0.22    -51%     3/4/2008
                     Far Resources      0.19       0.05    -74%    8/22/2012
                     White Bear          0.3       0.04    -87%   11/24/2009
Dr. Antony Harwood   Endeavour Mining   2.74       2.03    -26%    12/5/2011
                     Montero Mining and 0.75      0.095    -87%    3/17/2011
                     Exploration Ltd.                                       
Scott McLean         Transition Metals  0.45       0.12    -73%    1/17/2012
Peter Tegart         Finlay Minerals    0.95      0.095    -90%   12/13/2011
                     Nortec Minerals    0.38      0.045    -88%    2/22/2011
                     Overall Proposed                      -87%             
                     'Elliott-Team' Median                                  

Mr. Elliott further accuses the current AuRo Management of setting the record date (Nov 5) to exclude the voting of shares that Mr. Elliott and his group purchased. This is not at all the case. This record date was set by the PRIOR AuRo Management which Mr. Elliott and his group put in place and we subsequently removed on Nov 16! AuRo's PRIOR management also supported Mr. Elliott and his group by giving them 100% of last private placement (at the exclusion of all other willing investors)! Now compare that to the current AuRo Management - yes we are doing a private placement and it is hereby open to anyone who reads this, including Mr. Elliott!

The Board has considered the Dissident Shareholder Circular and after careful deliberation determined that it is based upon false allegations and misleading and slanted information and is intended to persuade you to willingly support them under the false premise of protecting shareholder value. Shareholders are right to ask why the Dissident Shareholder waited so long to file his Dissident Shareholder Circular just days before the Meeting. Mr. Elliott is hoping to catch shareholders off-guard with his surprise attack and no doubt hopes to disenfranchise shareholders. Mr. Elliot is attempting to take over your Company without compensation to the current shareholders.

Because of the limited time before the Meeting, the Board also recommends that shareholders vote the WHITE proxy as soon as possible, prior to the final deadline for voting on Monday December 31, 2012 at 10 a.m. PST. Please disregard the green dissident proxy.

1.  If you want to participate in the private placement please contact AuRo
    Resources at 604-842-2916. 
2.  If you have any questions contact AuRo Resources at 604-842-2916. 
3.  If you want to have a successful company which will take the time to put
    the great management that AuRo deserves in place, then vote for
    Management's Information Circular. 
4.  If you have questions regarding how to cast your vote please contact our
    proxy solicitation agent, Georgeson Shareholder Communications Canada

North American Toll Free Number: 1-888-605-8407

Email: [email protected]

Don't get fooled again by Mr. Elliott!


Len Davies, CEO & President

AuRo Resources Corp.

Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada (IIROC) accepts responsibility for the adequacy or accuracy of this release.

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