SCHEDULE 14A INFORMATION
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 Section 240.14a-11(c) 
or Section 240.14a-12

AURORA ENERGY, LTD.
(Name of Registrant as Specified in its Charter)

___________________________________________
(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:
  2) Aggregate number of securities to which transaction 
applies:
  3) Per unit price or other underlying value of 
transaction computed pursuant to Exchange Act Rule 0-11 
(Set forth the amount on which the filing fee is 
calculated and state how it was determined):
  4) Proposed maximum aggregate value of transaction: 
  5) Total fee paid: 
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as 
provided by Exchange Act rule 0-11(a)(2) and identifying 
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. 
  1) Amount Previously Paid: 
  2) Form, Schedule or Registration Statement No.:
  3) Filing Party:
  4) Date Filed:


Aurora Energy, Ltd.

NOTICE OF STOCKHOLDERS' ANNUAL MEETING

TO THE STOCKHOLDERS:

Notice is hereby given that the Stockholders' Annual 
Meeting of Aurora Energy, Ltd. (the "Company") will 
be held on September 30, 1998 at 10:00 a.m. EST at 
3760 North US-31 South, Traverse City, Michigan, 
for the following purposes. 

1. To elect four directors to serve for the ensuing 
year and until their successors are elected. 

2. To appoint Rehmann Robson, P.C. to continue as the 
Company's independent auditors. 

3. To amend the Company's Bylaws to move the annual 
meeting date from September 30 to May 15. 

4. To amend the Company's Bylaws to give the Board of 
Directors authority to amend the Bylaws.  

5. To transact any other business that properly comes 
before the meeting or any adjournment of the meeting. 

These items of business are more fully described 
in the Proxy Statement accompanying this Notice. 

Only stockholders of record at the close of business 
on August 18, 1998 are entitled to notice of and to 
vote at the meeting. 

All stockholders are cordially invited to attend the 
meeting in person.  However, to assure your representation 
at the meeting, you are urged to mark, sign and date the 
enclosed Proxy and return it to the Company in the enclosed 
envelope.

Sincerely,



Barbara J. Johnson, Secretary

Traverse City, Michigan
August 18, 1998


Aurora Energy, Ltd.

PROXY STATEMENT

The enclosed Proxy is solicited on behalf of Aurora 
Energy, Ltd. (the "Company") for use at the Annual 
Meeting of Stockholders to be conducted on Wednesday, 
September 30, 1998 at 10:00 a.m. EST (the "Meeting") 
and any adjournment of the Meeting. 

The meeting will be held at 3760 North US-31 South, 
Traverse City, Michigan. The telephone number there 
is (616) 941-0073. 

The Proxy should be mailed to the Company in the 
enclosed envelope, addressed to the Company's mailing 
address:  P.O. Box 961, Traverse City, Michigan 
49685-0961.

These proxy solicitation materials were mailed to the 
stockholders on or about August 20, 1998, together 
with the Company's 1997 Annual Report. 

DEADLINE FOR SUBMITTING STOCKHOLDER PROPOSALS

The deadline for submitting a stockholder proposal 
for inclusion in the form of proxy and proxy statement 
for next year's annual meeting of the stockholders
is December 4, 1998 if the proposed amendment to the 
Bylaws changing the annual meeting date to May 15 is 
adopted by the stockholders. If the annual meeting 
date is not changed, the deadline for submission of 
a stockholder proposal to be included in the form 
proxy and proxy statement will be April 20, 1999.

The date upon which a stockholder proposal will be 
untimely and ineligible for consideration at the next 
annual meeting of the stockholders is February 16, 
1999, if the Company's annual meeting date is changed 
to May 15, and July 5, 1999, if the Company's annual 
meeting date remains at September 30. 

REVOCABILITY OF PROXIES

A Proxy, once signed and delivered to the Company, 
may be revoked by a stockholder only by a signed 
statement of revocation delivered to the Company 
prior to commencement of the Meeting.  If a stockholder 
who has previously delivered a signed Proxy attends 
the meeting in person, the Proxy will be deemed 
revoked, and the stockholder may vote in person. 

VOTING

Every stockholder voting at the meeting in person 
or by proxy is entitled to one vote for each share 
of stock owned on all matters put to a vote of the 
stockholders.  A signed Proxy will be voted in favor 
of management's nominees for director unless the 
nominee's name has a line placed through it on the 
Proxy.  On all other matters, the Proxy will be voted 
as marked in the boxes, and if no mark is placed in 
one of the boxes, the stock will not be voted. 

SOLICITATION

This proxy solicitation is made by management of 
the Company.  The Company will bear all costs of 
this solicitation.

RECORD DATE

The Board of Directors has set August 18, 1998 
at the close of business as the record date for 
a stockholder to be eligible to receive a notice of 
the Meeting and to cast a vote at the Meeting.

PRINCIPAL SHARE OWNERSHIP

As of the record date, the Company has 8,691,697 
shares of common stock outstanding.  The Company 
has only one class of stock. 

As of the record date, the following were known 
by the Company to be beneficial owners of more than 
five percent of the Company's outstanding common stock.
			

Title	     Name and Address	             Amount and Nature         Percent
of Class   of Beneficial Owner           Beneficial Owner         of Class
                                                         
Common     Britannia Holdings Limited	     700,000                 8.05%
           P. O. Box 615 Kings House
           The Grange St. Peter Port
           Guernsey, GY1 2QJ, 
           Channel Islands

Common     The William & Patricia Deneau  1,828,400                21.04%
           Revocable Living Trust, 
           DTD 10/12/95
           3832 Perimeter Drive
           Traverse City, MI 49684

Common     Roger J. Dubuc, Trustee          500,000                 5.75%
           Roger J. Dubuc Trust 
           DTD 1/21/87
           18677 Foxhollow Court
           Northville, MI 48167

Common     John V. and                    1,787,400                20.56%
           Michelle R. Miller, Trustees
           Miller Family Living Trust 
           DTD 6/25/97
           3167 E. Kasson Road
           Traverse City, MI 49684

Common     Thomas W. Tucker and           1,798,400                20.69%
           Sandra L. Tucker
           11607 N. Long Lake Road
           Traverse City, MI 49684


PROPOSAL 1
ELECTION OF DIRECTORS

NOMINEES

The Company's Bylaws permit the election of 
three or more directors.  The Board of Directors 
recommends the election of four directors, each 
of whom is currently a director and has agreed 
to stand for re-election.  In order to be elected, 
a director must receive a plurality of the votes 
cast at a meeting at which a quorum is present 
in person or by proxy.

The names of the nominees and certain information 
about them, are set forth below. 


Name                Age   Position                    Term of Office
                                             
William W. Deneau   53    Director                    June 25, 1997 to present
                          President                   July 17, 1997 to present

John V. Miller Jr   39    Director                    June 26, 1997 to present
                          Vice President of 
                          Exploration and Production	 July 17, 1997 to present

Thomas W. Tucker    55    Director                    June 25, 1997 to present
                          Vice President of Land and 
                          Development/Treasurer       July 17, 1997 to present

Gary Myles          52    Director                    June 25, 1997 to present


There are no family relationships between any 
of the foregoing individuals.

William W. Deneau became employed by the Company 
at the time he sold his interest in Jet/LaVanway 
Exploration, L.L.C. to the Company in exchange for 
the Company's stock on April 22, 1997.  Since that 
time, Mr. Deneau has been responsible for managing 
the Company's affairs.  He officially became president
 on July 17, 1997.  Since 1987, Mr. Deneau has been 
the president, a director, and the sole stockholder 
of White Pine Land Services, Inc. of Traverse City, 
Michigan.  Prior to March 1, 1997, White Pine Land 
Services, Inc. was a 35-member company engaged in 
the business of providing real estate services to 
oil and gas companies.  On March 1, 1997, White 
Pine Land Services, Inc. sold its business to a 
newly formed corporation, White Pine Land Company.  
White Pine Land Services, Inc. continues to exist 
for the purpose of managing its investments. 

John V. Miller, Jr. became employed by the Company 
at the time he sold his interest in Jet/LaVanway 
Exploration L.L.C. to the Company in exchange for the 
Company's stock on April 22, 1997.  Since that time, 
he has been responsible for overseeing exploration 
and development activities.  He officially became Vice 
President of Exploration and Production on July 17, 1997.  
In 1994, Mr. Miller joined Jet Exploration, Inc. of 
Traverse City, Michigan as a vice president with 
responsibility for getting Jet Exploration, Inc. 
into the shale gas play in Michigan and Indiana. 
He was the driving force behind the establishment of 
Jet/LaVanway Exploration, L.L.C. and its effort in 
southern Indiana.  Mr. Miller left the position with 
Jet Exploration, Inc. to join the Company.  From 
1988 to 1994, Mr. Miller worked for White Pine Land 
Services, Inc. of Traverse City, Michigan, as a 
land manager. 

Thomas W. Tucker is employed by both the Company 
and Jet Exploration, Inc. of Traverse City, Michigan.  
He has been employed by the Company since he sold 
his interest in Jet/LaVanway Exploration, L.L.C. 
to the Company in exchange for the Company's stock 
on April 22, 1997. Since that time, he has been 
responsible for overseeing land development activities.  
He officially became Vice President of Land and 
Development on July 17, 1997.  Mr. Tucker founded 
Jet Oil Corporation with his father in 1982.  After 
his father's death, Mr. Tucker founded Jet Exploration, 
Inc. in 1987.  Mr. Tucker has been the president of Jet 
Exploration, Inc. since its inception.  Prospectively, 
Jet Exploration, Inc. will not take on any new projects, 
and its existing projects will be allowed to run out 
their course.  Jet Exploration, Inc. currently has 
other projects with which the Company is not involved. 

Gary J. Myles was elected to serve as an outside 
director of the Company on July 17, 1997.  Mr. Myles 
is currently Vice President of the northern Michigan 
region of Old Kent Mortgage Company, a wholly owned 
subsidiary of Old Kent Financial Corporation (a $12 
billion bank holding company).  He is the Regional 
Manager for the northern region of Michigan, and is 
based in Traverse City, Michigan.   Mr. Myles has 
been with Old Kent Mortgage Company since July 1988. 

The security ownership of management is outlined 
in the following chart: 


Title of      Name and                          Amount Owed        Percent
Class      Address of Owner                 Before the Offering   of Class
                                                          
Common   William W. Deneau in the name of:       1,828,400         21.04%
         The William & Patricia Deneau Revocable 
         Living Trust, DTD 10/12/95
         3832 Perimeter Drive
         Traverse City, MI 49684

Common   John V. Miller in the name of:          1,787,400         20.56%
         John V. & Michelle R. Miller TTEE 
         Miller Family Living Trust, DTD 6/25/97
         3167 E. Kasson Road
         Traverse City, MI 49684

Common   Thomas W. Tucker in the name of:        1,798,400         20.69%
         Thomas W. & Sandra L. Tucker
         11607 N. Long Lake Road
         Traverse City, MI 49684

Common   Officers and Directors as a Group       5,444,200         62.63%


Options held by officers and directors are reflected in the chart below.

                  Title and Amount
                  of Securities
Name of Holder	   Called for by Options     Exercise Price   Date of Exercise
                                                    
Gary Myles        Option to purchase 10,000 $.50 per share   Exp: July 31, 2002
                  shares of common stock


BOARD MEETINGS AND COMMITTEES

From April 21, 1997, when the Company became 
operational through December 31, 1997, the 
Board of Directors met seven times.  Each incumbent 
director attended at least 75 percent of the 
Board meetings.

The Board of Directors does not have any standing 
committees.  Matters involving audit, nominating 
and compensation are all handled by the Board 
directly.

EXECUTIVE COMPENSATION

The remuneration of the Company's three most 
highly compensated employees is set forth in 
the chart below: 


Name of              Capacity in Which               Aggregate
Individual           Remuneration Was Received       Remuneration(1)
                                               
William W. Deneau    President                       $40,000

John V. Miller       Vice President of 
                     Exploration and Production      $40,000

Thomas W. Tucker     Vice President of 
                     Land and Development            $40,000


(1) This information is reported on an annualized basis.  
Fiscal 1997 was not a full year.  The actual amount 
paid to each individual was $20,000.

These three officers also receive family health coverage.  
It is anticipated that during the next 12 months, a 
stock option plan will be adopted and implemented 
that may involve the issuance of stock options to 
the Company's employees, officers, directors and 
consultants.

COMPENSATION OF DIRECTORS

The Company does not pay directors' fees for attendance 
at meetings.  Messrs. Deneau, Miller and Tucker are 
compensated solely in their capacity as executive 
officers.  Mr. Myles was awarded a non-qualified 
option to purchase 10,000 shares of the Company's 
common stock at a price of $0.50 per share, expiring 
July 31, 2002 in acknowledgment of his service as a 
director.  He has not yet exercised the option.

TRANSACTIONS IN WHICH NOMINEES HAVE AN INTEREST

The 50 percent membership interest in Jet/LaVanway 
Exploration, L.L.C. was originally owned by Jet 
Exploration, Inc., which is owned by William W. 
Deneau, Thomas W. Tucker, and John V. Miller, Jr., 
who are directors and executive officers of the 
Company.  Jet Exploration, Inc. sold the membership 
interest in Jet/LaVanway Exploration, L.L.C., to its 
three owners at fair market value.  The membership 
interests subsequently were conveyed by Messrs. 
Deneau, Tucker and Miller to Mentor Group International, 
Inc. (the Company's prior name) for common stock.

The Office facilities leased by the Company are 
owned by South 31, L.L.C., which is owned one-third 
by William W. Deneau, and one-third by the wife of 
Thomas W. Tucker. However, the potential for an 
unfavorable rental arrangement is ameliorated to 
some extent by the fact that the properties are 
leased to unrelated third parties who have in turn 
subleased a portion of the space to the Company.  
The storage facilities that the Company leases from 
South 31, L.L.C. are in a storage building that 
contains four other storage units that are leased 
to unrelated third parties at the same rates that the 
Company pays.

Messrs. Deneau, Tucker and Miller are all involved 
as equity owners in numerous corporations and limited 
liability companies that are active in the oil and 
gas business.  It is probable that on occasion, the 
Company will find it necessary or appropriate to 
deal with these Companies.  A specific instance
 that has already occurred is the purchase by the 
Company of a 4.8 percent working interest at an 80 
percent net revenue interest in the Dumada Project 
from Jet Exploration 1995-1, L.L.C.  Messrs. Deneau, 
Miller and Tucker each own one-third of Jet Exploration 
1995-1, L.L.C.  Actual direct costs to Jet Exploration 
1995-1, L.L.C. for the purchased interest were $126,451.  
Indirect costs were estimated at $60,000.  Indirect 
costs refer to costs incurred in the creation and 
marketing of the entire Dumada Project, including 
allocated salaries, travel costs, reproduction costs, 
telephone expense, rent and utilities over the 
15-month period of time required to put the Dumada 
Project together.  The amount paid by the Company 
to Jet Exploration 1995-1, L.L.C. for the Dumada 
Project interest was $186,451.

An additional instance occurred when the Company 
purchased a 10.625 percent working interest in 
the Beregsasi 1-5 well in Macomb County, Michigan 
from Jet Exploration, Inc.  Messrs. Deneau, Miller 
and Tucker are officers, stockholders and directors 
of Jet Exploration, Inc.  There were no actual direct 
costs to Jet Exploration, Inc. for the well, as Jet's 
working interest was carried by West Bay Exploration, 
the operator, to casing point.  Aurora agreed to pay 
all costs from casing point through completion in 
exchange for Jet's interest.  Jet will receive for 
this conveyance a 10 percent net profit interest in 
the well (meaning: 10 percent of the net income monthly 
from the well for the life of the well).

From time to time, the Company will hire White Pine 
Land Company to perform real estate services for the 
Company.  Patricia Deneau, wife of William W. 
Deneau, is employed part-time by White Pine Land 
Company, and owns 35 percent of the outstanding 
stock of White Pine Land Company.  She does not 
participate in management of the White Pine Land 
Company.

William W. Deneau is the sole shareholder of White 
Pine Land Services, Inc.  On August 26, 1997, 
White Pine Land Services, Inc. loaned the Company 
$125,000. On October 14, 1997, White Pine Land 
Services, Inc. loaned the Company $50,000. Both 
loans carried interest at the annual rate of six 
percent, compounded monthly.  The $50,000 loan 
was repaid in full on December 15, 1997, together 
with $509.59 in interest.  The $125,000 loan was 
repaid in full on December 31, 1997, together with 
$2,609.59 in interest.  Management does not 
currently expect to borrow any further funds 
from White Pine Land Services, Inc.

PROPOSAL 2

The Company's Board of Directors recommends the 
continued appointment of Rehmann Robson, P.C. of 
Traverse City, Michigan to serve as the Company's 
independent auditors.  Rehmann Robson, P.C. served 
as the Company's auditors in the preparation of 
the Company's 1997 fiscal year audited financial 
statements.  Representatives of Rehmann Robson, 
P.C. are not expected to attend the Annual Meeting.  

This proposal will be adopted upon receiving a 
favorable vote from a majority of the votes cast 
at a meeting at which a quorum is present in person 
or by proxy.

PROPOSAL 3

The Company's Board of Directors recommends the 
adoption of an amendment to the Company's Bylaws 
to move the annual meeting of the stockholders from 
September 30 to May 15 of each year.  This change 
is being proposed in order to improve the Company's 
efficiency now that it has registered with the U.S. 
Securities and Exchange Commission.  As a registered 
company, many reports are now required.  By causing 
the annual meeting to fall right after the deadline 
for filing Form 10-KSB, the Company will be able to 
produce an integrated report once a year instead of 
two separate reports at different times of the year.  
This change will also permit the stockholders to 
receive the Company's year-end financial information 
before it becomes stale.  

This proposal will be approved upon a favorable vote 
of a majority of the outstanding shares (4,345,849 
shares).

PROPOSAL 4

The Company's Board of Directors recommends the 
adoption of an amendment to the Company's Bylaws 
to permit the Board of Directors to amend the Company's 
Bylaws.  The Bylaws can currently be amended only by 
the Company's stockholders.  As illustrated by 
Proposal 3, the Bylaws deal primarily with 
administrative matters that could be handled more 
efficiently if the Board of Directors has the 
power to amend.  

This proposal will be approved upon a favorable 
vote of a majority of the outstanding shares 
(4,345,849 shares).

PROPOSAL 5

The minutes of the 1997 Annual Meeting of the 
Stockholders will be presented for approval at 
the meeting.  The Proxy will be voted in favor of 
approval.  The Proxy holder will vote in his 
discretion on any procedural matters presented 
at the meeting.  On these matters, approval requires 
a vote of a majority of the votes cast at a 
meeting at which quorum is present in person or 
by proxy. 



AURORA ENERGY, LTD.
PROXY
SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS

The undersigned stockholder(s) of Aurora Energy, Ltd. 
(the "Company") hereby appoints William W. Deneau, 
President and Chairman of the Board of the Company, 
and John V. Miller, a Director of the Company, or 
instead of them, ____________________________________* 
as Proxy of the undersigned with power of substitution, 
to attend the Annual Meeting of the Company's 
stockholders on Wednesday, September 30, 1998 at 
10:00 o'clock a.m. EST, to be held at 3760 North 
US-31 South, Traverse City, Michigan (the "Meeting") 
and any adjournment of the Meeting, and to vote on the 
undersigned's behalf all shares of the Company's stock 
registered in the undersigned's name, in the manner 
indicated by the checked boxes below.

*INSTRUCTIONS:  A STOCKHOLDER HAS THE RIGHT TO 
APPOINT ANY PERSON TO ATTEND THE MEETING AND ACT 
ON THE STOCKHOLDER'S BEHALF.  IF THE STOCKHOLDER 
DESIRES TO APPOINT A PERSON OTHER THAN THOSE 
NAMED IN THIS PRINTED DOCUMENT, THE STOCKHOLDER 
SHOULD INSERT THE NAME AND ADDRESS OF THE DESIRED 
PERSON IN THE BLANK SPACE PROVIDED. 

1.  Election of Directors.  The Company's Board 
of Directors recommends a vote for the following 
slate of nominees:

    William W. Deneau      Gary J. Myles
    Thomas W. Tucker       John V. Miller, Jr.

INSTRUCTION:  THE UNDERSIGNED MAY WITHHOLD THE 
AUTHORITY OF THE PROXY HOLDER TO VOTE IN FAVOR 
OF ONE OR MORE OF THESE NOMINEES BY LINING THROUGH 
THE NAME OF THE NOMINEE.

2.  Appointment of Auditors.  The Company shall 
appoint Rehmann Robson, P.C. of Traverse City, 
Michigan to serve as the Company's independent auditors. 

For (	)     Against (	)    Abstain (	)

3.  Bylaw Amendment.  The first sentence of the 
existing Article III, Section 2 of the Company's 
Bylaws is amended to read as follows:

"The annual meeting of the stockholders shall be 
held on May 15 of each year if not a Saturday, 
Sunday or legal holiday, and if a Saturday, 
Sunday or legal holiday, then on the next secular 
day following, at the time and place designated by 
the Board.  At the annual meeting, the stockholders 
shall elect Directors and transact such other 
business as may properly be brought before the 
meeting."

For (    )   Against (	)     Abstain (	)

4.  Bylaw Amendment.  Existing Article XI, Section 1 
of the Company's Bylaws is amended to read as follows:

"These Bylaws may be amended or repealed, or 
new bylaws may be adopted, by vote of a majority 
of the directors then in office or by the 
affirmative vote of a majority of the shares 
entitled to vote at any regular or special meeting 
of the stockholders.  The stockholders may specify 
particular provisions of these Bylaws which shall 
not be altered or repealed by the Board of Directors."

For (	  )    Against (	)      Abstain (	)

5.  General Matters.  Proxy holder will exercise 
his discretion to vote on the approval of the 
minutes for the last meeting of the stockholders, 
and upon those matters incident to the conduct of 
the Meeting. 

Stockholders who are unable to be present at the 
Meeting are requested to COMPLETE, DATE, SIGN and 
RETURN THIS PROXY IN THE ENCLOSED ENVELOPE. 

Dated:  _____________________, 1998.


_______________________________
Stockholder's signature

_______________________________
Print Name


_______________________________
Stockholder's signature

_______________________________
Print Name