12:50:58 EDT Fri 19 Apr 2024
Enter Symbol
or Name
USA
CA



Entree Gold Inc
Symbol ETG
Shares Issued 171,574,892
Close 2017-03-24 C$ 0.65
Market Cap C$ 111,523,680
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Entree securityholders to vote on spinout May 1

2017-03-24 19:51 ET - News Release

Ms. Monica Hamm reports

ENTREE GOLD MAILS AND FILES MEETING MATERIALS FOR PROPOSED SPIN-OUT OF U.S. ASSETS, INCLUDING THE ANN MASON PROJECT

Further to the news release of Feb. 28, 2017, Entree Gold Inc. filed and mailed today the materials for its annual general and special meeting of shareholders, optionholders and warrantholders, which describe, among other things, the proposed strategic reorganization of the company's business. The company's information circular and other meeting materials are available on SEDAR and on the company's website.

The arrangement

At the meeting, among other items of business including the annual election of directors, shareholders of Entree, as well as securityholders voting together as a single class, will be asked to consider and, if thought fit, to pass, with or without variation, a special resolution to approve a statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia). It is intended that, as part of the arrangement, shareholders will receive common shares of newly incorporated Mason Resources Corp. by way of a share exchange, pursuant to which each existing share of Entree is exchanged for one new share of Entree and 0.45 of a Mason Resources common share. Entree will transfer to Mason Resources all of the issued and outstanding shares of Entree U.S. Holdings Inc., which indirectly holds the Ann Mason copper-molybdenum project in Nevada and the Lordsburg copper-gold property in New Mexico, along with $8.75-million (U.S.) in cash.

There will be no change to shareholders' existing interests in Entree.

The plan of arrangement calls for Entree warrantholders to exchange their warrants for replacement warrants to acquire the same number of Entree shares and 45 per cent of that number of Mason Resources shares. Similarly, Entree optionholders will exchange their options for replacement options to acquire the same number of Entree shares and 45 per cent of that number of Mason Resources shares. The exercise prices of the replacement warrants and options will be determined in accordance with the plan of arrangement.

The board of directors of Entree has unanimously determined that the plan of arrangement is fair and in the best interests of Entree and its securityholders and recommends that securityholders vote for the plan of arrangement.

The meeting

Entree shareholders, warrantholders and optionholders as of the record date of March 16, 2017, have the right to vote by proxy or in person at the meeting to be held May 1, 2017, at 10:30 a.m. PDT, at the offices of Borden Ladner Gervais LLP, 1200 Waterfront Centre, 200 Burrard St., Vancouver, B.C.

Benefits of the arrangement

The arrangement is expected to provide securityholders with the following benefits, among others:

(a) The plan of arrangement is expected to result in two, separate and focused, well-capitalized, debt-free entities, each with a high-quality advanced project providing new and existing shareholders with optionality as to investment strategy and risk profile:

  • Mason Resources: The 100-per-cent-owned Ann Mason deposit is currently the fourth-largest undeveloped porphyry deposit in Canada and the United States by contained copper resources. Located in the historical Yerington mining district in Nevada, the Ann Mason project has excellent access to infrastructure and strong community support. Prefeasibility-level metallurgical testwork has been completed, and the current mineral resource estimate, constrained within the PEA pit, is classified 95 per cent as measured plus indicated, with only 5 per cent remaining as inferred. Tremendous upside potential exists on the project through several earlier-stage copper-oxide and sulphide zones and numerous untested targets. An updated preliminary economic assessment (PEA) was recently filed summarizing these results.
  • Entree: The company will continue to hold its carried joint venture interest in a substantial prospective land package in Mongolia, which includes two of the world-class Oyu Tolgoi copper-gold deposits, Hugo North extension and Heruga. The resources at Hugo North extension include a probable reserve, which is included in the fully financed $4.4-billion underground block cave currently under construction. Rio Tinto is the project operator for the entire Oyu Tolgoi project, including the underground block cave mine.

(b) The plan of arrangement is expected to give scope to potential value-accretive and synergistic acquisitions by each entity.

(c) The plan of arrangement is expected to maximize shareholder value by allowing the market to value Entree's Mongolian assets independently of the assets based in the United States, including the Ann Mason project.

(d) It is expected that transferring the Ann Mason project and Lordsburg property from Entree to Mason Resources will accelerate development of the projects.

It is a condition of closing to the arrangement that the Toronto Stock Exchange has given conditional acceptance to the listing of the Mason Resources common shares. Listing will be subject to Mason Resources fulfilling all the listing requirements of the TSX. Mason Resources does not have any of its securities listed or quoted, and has not applied to list or quote any of its securities, on a U.S. marketplace.

The circular

The circular contains, among other things, details concerning the arrangement, reasons the board has recommended the arrangement, requirements for completion of the arrangement, the procedure for receiving the consideration under the arrangement, how registered shareholders may exercise their dissent rights, procedures for voting at the meeting and other matters. Securityholders are urged to carefully review the circular and accompanying materials as they contain important information regarding the arrangement and its consequences to securityholders.

Your vote is important

How to vote

A proxy or voting instruction form will accompany the meeting materials you receive by mail (or electronically if you have enrolled for this service with Computershare). Instructions on how to vote, which vary depending on whether you are a shareholder, an optionholder or a warrantholder, are provided in the circular and the accompanying materials.

Securityholders are encouraged to vote before 10:30 a.m. PDT on April 27, 2017.

How to receive the consideration

If you are a registered shareholder, the company also encourages you to complete and return the letter of transmittal included in the meeting materials, together with the certificate(s) (if any) representing your existing Entree shares and any other required documents and instruments, to the depositary, Computershare. If you are a registered shareholder, the letter of transmittal must be completed and returned to Computershare (regardless of whether your shares are represented by physical share certificates or held in a direct registration system (DRS) account) for you to exchange your existing shares for new Entree shares and Mason Resources shares. Provided you have completed and returned the letter of transmittal to Computershare in accordance with its instructions, once the plan of arrangement is completed, new Entree shares and Mason Resources shares will be issued, and DRS statements representing such shares will be distributed to you. If you hold your Entree shares through a broker or other intermediary, please contact that broker or other intermediary for instructions and assistance in receiving the consideration in exchange for your Entree shares. Assuming that all conditions to completion of the plan of arrangement are satisfied, it is anticipated that the plan of arrangement will become effective on or about May 9, 2017.

Qualified person

Robert Cinits, PGeo, Entree's vice-president, corporate development, a qualified person as defined by National Instrument 43-101, has approved the technical information in this release. For further information on the Entree/Oyu Tolgoi LLC joint venture property, see the company's technical report, titled "Lookout Hill feasibility study update," with an effective date of March 29, 2016, available on SEDAR and on the company's website. For further information on the Ann Mason project, see the technical report titled "2017 updated preliminary economic assessment on the Ann Mason project, Nevada, USA," with an effective date of March 3, 2017, available on SEDAR and on the company's website.

About Entree Gold Inc.

Entree Gold is a Canadian mineral exploration company balancing opportunity and risk with key assets in Mongolia and Nevada. As a joint venture partner with a carried interest on a portion of the Oyu Tolgoi mining project in Mongolia, Entree has a unique opportunity to participate in one of the world's largest copper-gold projects managed by one of the premier mining companies: Rio Tinto. Oyu Tolgoi, with its series of deposits containing copper, gold and molybdenum, has been under exploration and development since the late 1990s. Additionally, Entree has also been advancing its Ann Mason project in one of the world's most favourable mining jurisdictions, Nevada.

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