VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 15, 2016) - Entrée Gold Inc. (TSX:ETG)(NYSE MKT:EGI)(FRANKFURT:EKA) ("Entrée" or the "Company") is pleased to announce a non-brokered private placement of up to 17,000,000 units of the Company ("Units") at a price of C$0.41 per Unit for gross proceeds of up to C$6,970,000 (the "Private Placement").
Each Unit will consist of one common share and one-half of one transferable common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of the Company at a price of C$0.65 per share for a period of 5 years following the date of issuance.
The net proceeds from the Private Placement are expected to be used to support the restructuring of Entrée's business into two well-funded, separate publicly traded companies as announced on October 3, 2016. Proceeds will also be used for an exploration program designed to test several high priority targets at the Company's Ann Mason Project in Nevada, and for general corporate purposes.
Closing of the Private Placement is anticipated to occur in the first half of January 2017, and is subject to receipt of all necessary regulatory approvals including acceptance by the TSX and the NYSE MKT. The securities issued in connection with the Private Placement will be subject to a hold period of four months plus one day from the date of issuance, in accordance with applicable securities laws.
Certain insiders of the Company may acquire Units under the Private Placement. Any participation by insiders in the Private Placement would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact that neither the fair market value of the Units subscribed for by the insiders, nor the consideration paid by such insiders for the Units, would exceed 25% of the Company's market capitalization.
The securities being offered pursuant to the Private Placement have not been, and will not be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.
ABOUT ENTRÉE GOLD INC.
Entrée Gold Inc. 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, Entrée 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, Entrée has also been advancing its Ann Mason project in one of the world's most favourable mining jurisdictions, Nevada. The Ann Mason project hosts the Ann Mason copper-molybdenum deposit as well as the Blue Hill copper deposit within the rejuvenated Yerington copper camp.
Sandstorm Gold, Rio Tinto and Turquoise Hill Resources are major shareholders of Entrée, holding approximately 15%, 11% and 9% of issued and outstanding shares, respectively.
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