AURELIAN RESOURCES INC.
EARLY WARNING REPORT FILED PURSUANT TO
NATIONAL INSTRUMENT 62-103
SECTION 101 OF THE SECURITIES ACT (ONTARIO)
SECTION 111 OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 141 OF THE SECURITIES ACT (ALBERTA)
SECTION 147.11 OF THE SECURITIES ACT (QUEBEC)
(a) The name and address of the eligible institutional investor.
Goodman & Company, Investment Counsel Ltd. (?G&C?)
One Adelaide Street East, 29th Floor
Toronto, Ontario
M5C 2V9
(b) The net increase or decrease in the number or principal amount of securities,
and in the eligible institutional investor?s securityholding percentage in the
class of securities, since the last report filed by the eligible institutional
investor under Part 4 or the early warning requirements.
Not applicable as this is an initial report.
(c) The designation and number or principal amount of securities and the
eligible institutional investor?s securityholding percentage in the class of
securities at the end of the month for which the report is made.
G&C, on behalf of one or more of the mutual funds or other client accounts
managed by it, exercises control or direction over 14,292,320 common shares of
Aurelian Resources Inc. (?Aurelian?). This represents an approximate 10.57%
interest, on an undiluted basis, as at March 31, 2008.
(d) The designation and number or principal amount of securities and the
percentage of outstanding securities of the class of securities referred to in
paragraph (c) over which:
(i) the eligible institutional investor, either alone or together with any
joint actors, has ownership and control,
Not applicable.
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(ii) the eligible institutional investor, either alone or together with any
joint actors, has ownership but control is held by other entities other
than the eligible institutional investor or any joint actor, and
Not applicable.
(iii) the eligible institutional investor, either alone or together with any
joint actors, has exclusive or shared control but does not have
ownership.
G&C, through one or more mutual funds or other client accounts managed
by it, exercises control or direction over 14,292,320 common shares of
Aurelian, which represents an approximate 10.57% interest on an
undiluted basis.
(e) The purpose of the eligible institutional investor and any joint actors in
acquiring or disposing of ownership of, or control over, the securities,
including any future intention to acquire ownership of, or control over,
additional securities of the reporting issuer.
The securities of Aurelian acquired by G&C, on behalf of one or more of the mutual
funds or other client accounts managed by it, are held for investment purposes.
These investments will be reviewed on a continuing basis and such holdings may be
increased or decreased in the future.
(f) The general nature and the material terms of any agreement, other than
lending arrangements, with respect to securities of the reporting issuer
entered into by the eligible institutional investor, or any joint actor, and the
issuer of the securities or any other entity in connection with any transaction
or occurrence resulting in the change in ownership or control giving rise to
the report, including agreements with respect to the acquisition, holding,
disposition or voting of any of the securities.
Not applicable.
(g) The names of any joint actors in connection with the disclosure required by
this Form.
Not applicable.
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(h) If applicable, a description of any change in any material fact set out in a
previous report by the eligible institutional investor under the early warning
requirements or Part 4 (Alternative Monthly Reporting System) in respect of
the reporting issuer's securities.
Not applicable.
(i) Goodman & Company, Investment Counsel Ltd. is eligible to file reports
under Part 4 in respect of the reporting issuer.
DATED this 10th day of April, 2008.
GOODMAN & COMPANY,
INVESTMENT COUNSEL LTD.
Per: ?Rohit Sehgal?_______________________...
Name: Rohit Sehgal
Title: Vice-President, Counselling
and Chief Investment Strategist
Per: ?Robert Cohen?________________________...
Name: Robert Cohen
Title: Vice-President and Portfolio Manager