Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
ENTRÉE RESOURCES LTD.
(formerly Entrée Gold Inc.)
(Name of Issuer)
Common Shares, without par value
(Title of class of securities)
29383G100
(CUSIP Number)
Steven Allen
6 St James’s Square
London SW1Y 4AD
United Kingdom
+44 (0) 20 7781 2000
(Name, Address and Telephone Number of Person Authorised to Receive Notices and Communications)
with copy to:
Philip Richter
Fried Frank Harris Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
+1 212 859 8763
September 14, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
__________________________
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 of 13 pages
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CUSIP No.: 29383G100
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SCHEDULE 13D
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Page 2 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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Rio Tinto plc
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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||||
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3
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SEC USE ONLY
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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England and Wales
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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-0-
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|||
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||||
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8
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SHARED VOTING POWER
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32,788,629 (see Item 5)
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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32,788,629 (see Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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32,788,629 (see Item 5)
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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17.6 percent (see Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, CO
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2 of 13 pages
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CUSIP No.: 29383G100
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SCHEDULE 13D
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Page 3 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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Rio Tinto International Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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-0-
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|||
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||||
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8
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SHARED VOTING POWER
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17,879,296 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
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-0-
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|||
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10
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SHARED DISPOSITIVE POWER
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17,879,296 (See Item 5)
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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17,879,296 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.6 percent (see Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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||||
3 of 13 pages
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CUSIP No.: 29383G100
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SCHEDULE 13D
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Page 4 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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Turquoise Hill Resources Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A
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||||
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
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☐
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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14,909,333 (See Item 5)
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||||
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8
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SHARED VOTING POWER
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-0-
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|||
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9
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SOLE DISPOSITIVE POWER
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||||
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10
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SHARED DISPOSITIVE POWER
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-0-
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|||
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||
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14,909,333 (See Item 5)
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|||
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||||
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
|
||
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||||
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||||
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13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||
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9.6 percent (see Item 5)
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|||
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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||||
4 of 13 pages
Item 1. Security and Issuer
This Amendment No. 6 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed by Rio Tinto
plc (“Rio Tinto”) and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc., on July 8, 2005, and amended on July 27, 2007, November 26, 2007, November 30, 2011, April 20, 2012 and August 2, 2012 (pursuant to which
amendment Rio Tinto International Holdings Limited (“RTIH”) was added as a filing person and which amendment was an exit filing for Rio Tinto Exploration Canada Inc. (such Schedule 13D, as
amended and supplemented, the “Schedule 13D”) with the Securities and Exchange Commission (the “SEC”), relating to the common shares, without par value (the “Common Shares”), of Entrée Resources Ltd. (formerly Entrée Gold Inc.), a corporation
continued under the laws of British Columbia (the “Company”). This Amendment No. 6 to Schedule 13D is being filed by Rio Tinto, RTIH and Turquoise Hill Resources Ltd., a company incorporated under the laws of the Yukon Territory, Canada (formerly
Ivanhoe Mines Ltd., “TRQ”), which previously filed a Schedule 13G relating to the Common Shares on February 3, 2005 pursuant to Rule 13d-1(d) of the SEC. Since TRQ’s Schedule 13G filing, it has become
an indirect, majority owned subsidiary of Rio Tinto.
The Company’s principal offices are located at Suite 1650 - 1066 West Hastings Street, Vancouver, British Columbia, V6E
3X1, Canada.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
This Schedule 13D is being filed by Rio Tinto, a public limited company incorporated under the laws of England and Wales,
RTIH, a company incorporated under the laws of England and Wales, and TRQ.
Rio Tinto, through its group companies, has mining operations around the world. RTIH is a wholly owned subsidiary of Rio
Tinto and is a major investment holding company for the group. TRQ is an international mining company focused on the operation and further development of the Oyu Tolgoi cooper-gold mine in Southern Mongolia. Rio Tinto is the beneficial owner
(through RTIH and other subsidiaries of Rio Tinto) of 50.8 percent of the outstanding common shares of TRQ. Rio Tinto, RTIH and TRQ shall be collectively referred to herein as the “Reporting Persons”.
The principal executive office of Rio Tinto is located at 6 St James’s Square, London, SW1Y 4AD, United Kingdom. The
principal executive office of RTIH is located at 6 St James’s Square, London, SW1Y 4AD, United Kingdom. The principal executive office of TRQ is located at 1 Place Ville-Marie, Suite 3680, Montreal, Quebec, H3B 3P2, Canada.
The name, business address, present principal occupation or employment and citizenship of each of the executive officers
and directors of the Reporting Persons are set forth in Schedule A hereto and are incorporated by reference herein.
During the last five years, none of the Reporting Persons nor, to the best of each Reporting Person’s knowledge, any of the
executive officers or directors of such Reporting Person listed in Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
The Reporting Persons have entered into a Joint Filing Agreement, dated
September 18, 2020, a copy of which is attached as Exhibit F, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented as
follows:
5 of 13 pages
On September 14, 2020, pursuant to a non-brokered private placement by the Company, (i) RTIH
purchased from the Company 875,000 units (each, a “Unit”), each Unit consisting of one Common Share and one-half of one transferable common share purchase warrant (each whole warrant, a "Warrant"), at a price
of C$0.43 per Unit, or C$376,250, in the aggregate, and (ii) TRQ purchased from the Company 740,000 Units, at a price of C$0.43 per Unit, or C$318,200, in the aggregate. Each Warrant entitles the holder to acquire a Common Share at a price of
C$0.60 per Common Share for a period of three years from September 14, 2020.
The funds for the purchase by RTIH of Units (and the Common Shares previously beneficially owned by RTIH) were obtained from the working capital of Rio Tinto. The funds for the purchase by TRQ of Units (and the Common Shares previously beneficially owned by TRQ) were obtained from the working capital of
TRQ.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The purchases by RTIH and TRQ of Units in the private placement were made for investment purposes. Each Unit purchased is subject to a
hold period of four months and one day from September 14, 2020, in accordance with applicable Canadian securities laws.
None of the Reporting Persons has any present intention of acquiring additional securities of the Company. Depending upon their
respective evaluations of the business, prospects and financial condition of the Company, the market for the Company’s securities, general economic and tax conditions and other factors, the Reporting Persons may directly or indirectly acquire or
sell some or all of the securities of the Company.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
Rio Tinto may be deemed to beneficially own a total of 32,788,729 Common Shares, representing 17.6 percent of the outstanding Common
Shares. These Common Shares are comprised of:
|
(a)
|
17,879,296 Common Shares (representing 9.6 percent of the outstanding Common Shares) beneficially owned by RTIH, consisting of 17,441,796 Common Shares held directly by RTIH and 437,500 Common Shares issuable upon the exercise of Warrants held directly by RTIH; and
|
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(b)
|
14,909,333 Common Shares (representing 8.0 percent of the outstanding Common Shares) beneficially owned by TRQ, consisting of 14,539,333 Common Shares held directly by TRQ and 370,000 Common Shares issuable upon the exercise of Warrants held directly by TRQ.
|
The inclusion herein of the 14,909,333 Common Shares beneficially owned by TRQ shall not be
construed as an admission that Rio Tinto is the beneficial owner of any securities reported herein as beneficially owned by TRQ. Each Reporting Person disclaims beneficial ownership of the
Common Shares except to the extent of such Reporting Person’s pecuniary interest therein. Rio Tinto and RTIH are under common control and Rio Tinto (through RTIH and other subsidiaries) is the beneficial owner of 50.8 percent of the outstanding
common shares of TRQ and, as a result, the Reporting Persons may be deemed to be members of a group. However, the Reporting Persons disclaim such group membership, and this Schedule 13D shall not be deemed an admission that the Reporting Persons
are members of a group for purposes of Section 13 or for any other purposes.
The percentages of Common Shares reflected above and in the responses in Row (13) of the cover pages of this Schedule 13D with respect
to each of the Reporting Persons were calculated in Rule 13d-3(d)(1), based on 185,748,074 outstanding Common Shares as of September 15, 2020, as notified by the Company.
In addition, Rio Tinto and RTIH share voting power and dispositive power with respect to the Common Shares reported as beneficially owned
by such person and TRQ holds the sole voting power and dispositive power with respect to the Common Shares reported it benefic
ially owns.
6 of 13 pages
Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of each Reporting
Person’s knowledge, any of the executive officers or directors of such Reporting Person listed in Schedule A hereto, beneficially owns any Common Shares.
Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of each Reporting
Person’s knowledge, any of the executive officers or directors of such Reporting Person listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any Common Shares.
Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of each Reporting Person’s
knowledge, any of the executive officers or directors of such Reporting Person listed in Schedule A hereto, has effected any transaction in the Common Shares during the past 60 days.
To the best each Reporting Person’s knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Shares beneficially owned by such Reporting Person.
Item 7. Materials to be Filed as Exhibits
|
Exhibit Number
|
Description
|
|
A
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Equity Participation Agreement between Entrée Gold Inc. and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc.(1)
|
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B
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Subscription Agreement between Entrée Gold Inc. and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc.(1)
|
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C
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Subscription Agreement between Entrée Gold Inc. and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc.(1)
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D
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Share Purchase Agreement between Rio Tinto Exploration Canada Inc. and Rio Tinto International Holdings Limited(2)
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E
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Assignment Agreement between Rio Tinto Exploration Canada Inc. and Rio Tinto International Holdings Limited(2)
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F
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Joint Filing Agreement between Rio Tinto plc, Rio Tinto International Holdings Limited and Turquoise Hill Resources Ltd.
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(1)
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Filed as an exhibit to the original Schedule 13D on July 8, 2005.
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(2)
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Filed as an exhibit to the amended Schedule 13D on August 2, 2012.
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7 of 13 pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: September 22, 2020
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Rio Tinto plc
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By:
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/s/ Steven Allen
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Name:
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Steven Allen
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Title:
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Company Secretary
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Rio Tinto International Holdings Limited
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||||
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By:
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/s/ Abel Martins Alexandre
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Name:
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Abel Martins Alexandre
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Title:
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Director
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||||
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Turquoise Hill Resources Ltd.
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||||
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By:
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/s/ Dustin S. Isaacs
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Name:
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Dustin S. Isaacs
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Title:
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Corporate Secretary |
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8 of 13 pages
SCHEDULE A
The response set forth in Schedule A of the Schedule 13D is hereby amended and restated in its entirety with the information below:
Rio Tinto plc
Directors and Executive Officers
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Name
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Present Principal Occupation
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Business Address
|
Citizenship
|
|||
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Directors
|
||||||
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Simon Thompson
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Chairman of Rio Tinto
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6 St. James Square
London SW1Y 4AD United Kingdom |
United Kingdom
|
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J-S Jacques
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Chief Executive of Rio Tinto
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6 St. James Square
London SW1Y 4AD United Kingdom |
United Kingdom
|
|||
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Jakob Stausholm
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Chief Financial Officer of Rio Tinto
|
6 St. James Square
London SW1Y 4AD United Kingdom |
Denmark
|
|||
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Megan Clark AC
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Company Director
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6 St. James Square
London SW1Y 4AD United Kingdom |
Australia
|
|||
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David Constable
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Company Director
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6 St. James Square
London SW1Y 4AD United Kingdom |
Canada
|
|||
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Simon Henry
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Company Director
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6 St. James Square
London SW1Y 4AD United Kingdom |
United Kingdom
|
|||
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Sam Laidlaw
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Company Director
|
6 St. James Square
London SW1Y 4AD United Kingdom |
United Kingdom
|
|||
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Hinda Gharbi
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Company Director
|
6 St. James Square
London SW1Y 4AD United Kingdom |
Australia
|
|||
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Michael L’Estrange AO
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Company Director
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6 St. James Square
London SW1Y 4AD United Kingdom |
Australia
|
|||
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Simon McKeon AO
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Company Director
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6 St. James Square
London SW1Y 4AD United Kingdom |
Australia
|
|||
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Jennifer Nason
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Company Director
|
6 St. James Square
London SW1Y 4AD United Kingdom |
United States / Australia
|
|||
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Ngaire Woods CBE
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Company Director
|
6 St. James Square
London SW1Y 4AD United Kingdom |
United Kingdom
|
9 of 13 pages
|
Name
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Present Principal Occupation
|
Business Address
|
Citizenship
|
|||
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Executive Officers
|
||||||
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J-S Jacques
|
Chief Executive
|
6 St. James Square
London SW1Y 4AD United Kingdom |
United Kingdom
|
|||
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Jakob Stausholm
|
Chief Financial Officer of Rio Tinto
|
6 St. James Square
London SW1Y 4AD United Kingdom |
Denmark
|
|||
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Bold Baatar
|
Chief Executive, Energy & Minerals
|
6 St. James Square
London SW1Y 4AD United Kingdom |
Mongolia
|
|||
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Alf Barrios
|
Chief Executive, Aluminum
|
6 St. James Square
London SW1Y 4AD United Kingdom |
United States
|
|||
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Vera Kirikova
|
Group Executive, Human Resources
|
6 St. James Square
London SW1Y 4AD United Kingdom |
Canada
|
|||
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Barbara Levi
|
Group Executive, Group General Counsel
|
6 St. James Square
London SW1Y 4AD United Kingdom |
Italy
|
|||
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Stephen McIntosh
|
Group Executive, Growth & Innovation and Health, Safety & Environment
|
6 St. James Square
London SW1Y 4AD United Kingdom |
New Zealand
|
|||
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Simone Niven
|
Group Executive, Corporate Relations
|
6 St. James Square
London SW1Y 4AD United Kingdom |
United Kingdom / Australia
|
|||
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Arnaud Soirat
|
Chief Executive, Copper & Diamonds
|
6 St. James Square
London SW1Y 4AD United Kingdom |
France / Australia
|
|||
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Simon Trott
|
Chief Commercial Officer
|
6 St. James Square
London SW1Y 4AD United Kingdom |
Australia
|
|||
10 of 13 pages
Rio Tinto International Holdings Limited
Directors and Executive Officers
|
Name
|
Present Principal Occupation
|
Business Address
|
Citizenship
|
|||
|
Directors
|
||||||
| & #xA0; | ||||||
|
Peter Cunningham
|
Director
|
6 St. James Square
London SW1Y 4AD United Kingdom |
United Kingdom
|
|||
|
Steven Allen
|
Director
|
6 St. James Square
London SW1Y 4AD United Kingdom |
United Kingdom
|
|||
|
John Kiddle
|
Director
|
6 St. James Square
London SW1Y 4AD United Kingdom |
United Kingdom
|
|||
|
Abel Martins Alexandre
|
Director
|
6 St. James Square
London SW1Y 4AD United Kingdom |
Portugal
|
|
Name
|
Present Principal Occupation
|
Business Address
|
Citizenship
|
|||
|
Executive Officers
|
||||||
|
Rio Tinto Secretariat Limited
|
Secretary
|
6 St. James Square
London SW1Y 4AD United Kingdom |
United Kingdom
|
|||
11 of 13 pages
Turquoise Hill Resources Ltd.
Directors and Executive Officers
|
Name
|
Present Principal Occupation
|
Business Address
|
Citizenship
|
|||
|
Directors
|
||||||
|
Alfie Grigg
|
Director; Chief Counsel – Pacific, Rio Tinto Aluminium
|
1 Place Ville-Marie, Suite 3680, Montreal, Quebec, H3B 3P2, Canada
|
Australia
|
|||
|
R. Peter Gillin
|
Director and Chairman
|
1 Place Ville-Marie, Suite 3680, Montreal, Quebec, H3B 3P2, Canada
|
Canada
|
|||
|
Stephen Jones
|
Director
|
1 Place Ville-Marie, Suite 3680, Montreal, Quebec, H3B 3P2, Canada
|
Australia
|
|||
|
George R. Burns
|
Director; President and Chief Executive Officer, Eldorado Gold Inc.
|
1 Place Ville-Marie, Suite 3680, Montreal, Quebec, H3B 3P2, Canada
|
Canada
|
|||
|
Ulf Quellmann
|
Director and Chief Executive Officer
|
1 Place Ville-Marie, Suite 3680, Montreal, Quebec, H3B 3P2, Canada
|
Germany
|
|||
|
Russel C. Robertson
|
Director
|
1 Place Ville-Marie, Suite 3680, Montreal, Quebec, H3B 3P2, Canada
|
Canada
|
|||
|
Maryse Saint-Laurent
|
Director
|
1 Place Ville-Marie, Suite 3680, Montreal, Quebec, H3B 3P2, Canada
|
Canada
|
|
Name
|
Present Principal Occupation
|
Business Address
|
Citizenship
|
|||
|
Executive Officers
|
||||||
|
Ulf Quellmann
|
Director and Chief Executive Officer
|
1 Place Ville-Marie, Suite 3680, Montreal, Quebec, H3B 3P2, Canada
|
Germany
|
|||
|
Luke Colton
|
Chief Financial Officer
|
1 Place Ville-Marie, Suite 3680, Montreal, Quebec, H3B 3P2, Canada
|
United States
|
|||
|
Jo-Anne Dudley
|
Chief Operating Officer
|
1 Place Ville-Marie, Suite 3680, Montreal, Quebec, H3B 3P2, Canada
|
Australia
|
12 of 13 pages
EXHIBIT INDEX
|
Exhibit Number
|
Description
|
|
A
|
Equity Participation Agreement between Entrée Gold Inc. and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc.(1)
|
|
B
|
Subscription Agreement between Entrée Gold Inc. and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc.(1)
|
|
C
|
Subscription Agreement between Entrée Gold Inc. and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc.(1)
|
|
D
|
Share Purchase Agreement between Rio Tinto Exploration Canada Inc. and Rio Tinto International Holdings Limited(2)
|
|
E
|
Assignment Agreement between Rio Tinto Exploration Canada Inc. and Rio Tinto International Holdings Limited(2)
|
|
F
|
|
(1)
|
Filed as an exhibit to the original Schedule 13D on July 8, 2005.
|
|
(2)
|
Filed as an exhibit to the amended Schedule 13D on August 2, 2012.
|
13 of 13 pages