Entrée Shareholders Approve Spinout of Mason Resources Corp. and Re-Elect Directors; Sets Transaction Trading Dates
ENTRÉE SHAREHOLDERS APPROVE SPINOUT OF MASON RESOURCES CORP.
AND RE-ELECT DIRECTORS; SETS TRANSACTION TRADING DATES
Vancouver, B.C., May 1, 2017 – Entrée Gold Inc. (TSX:ETG ; NYSE MKT:EGI; Frankfurt:EKA - "Entrée" or
the " Company") is pleased to announce the results of its Annual General and Special Meeting of
shareholders held today in Vancouver (the " Meeting"). At the Meeting, shareholders voted 97.93% in
favour of approving the spin -out of Mason Resources Corp. ( "Mason"). In addition, securityholders
(comprised of shareholders, optionholders and warrantholders) voting together as a single class, voted
98.26% in favour of the spin-out of Mason.
Under the terms o f the proposed spin -out to be completed through a statutory plan of arrangement
("Plan of Arrangement "), the shareholders of Entrée ( "Shareholders") will receive common shares in
Mason ("Mason Common Shares") by way of a share exchange, pursuant to which each existing share of
Entrée (an "Entrée Common Share") is exchanged for one "new" share of Entrée ("New Entrée Common
Shares") and 0.45 of a Mason Common Share. Optionholders and warrantholders of Entrée will receive
replacement options and warrants of Entrée and options and warrants of Mason which are
proportionate to, and reflective of the terms of, their existing options and warrants of Entrée.
Mason will hold the Ann Mason copper-molybdenum project in Nev ada and the Lordsburg copper -gold
property in New Mexico as well as approximately US$8.75 million in cash. Entrée’s unique carried joint
venture interest in an integral part of the Oyu Tolgoi mining project in Mongolia will remain in Entrée.
The spin-out transaction remains subject to final court approval and acceptance from the Toronto Stock
Exchange (the "TSX") and is expected to be completed on or about May 9, 2017.
The TSX has conditionally approved the listing of the Mason Common Shares under the trading symbol
"MNR". Mason will not be listed on the NYSE MKT or Frankfurt Stock Exchange.
In addition, Entrée is pleased to announce the re -election of its directors at today’s shareholder
Meeting. The percentages of votes “for” and “withheld” for each director are as follows:
Nominee Percentage of Votes For Percentage of Votes Withheld
Rt. Hon. Lord Howard of Lympne 96.38% 3.62%
Stephen Scott 97.59% 2.41%
James Harris 95.52% 4.48%
Mark Bailey 96.77% 3.23%
Alan Edwards 97.72% 2.28%
Anna Stylianides 95.14% 4.86%
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In addition to the re -election of directors, shareholders re -appointed Davidson & Company LLP ,
Chartered Accountants as auditors for the Company for the ensuing year, set the number of directors at
six for the ensuing year, approved the renewal of the Company’s stock option plan, approved the
adoption of Mason’s stock option plan and approved the Company’s name change to " Entrée Resources
Ltd."
Detailed results of the voting on all matters at the Meeti ng are set forth in the Report of Voting Results
filed on SEDAR at www.sedar.com. Please refer to the Entrée information circular dated March 20, 2017
for more detailed information, available on the Company's website at www.entreegold.com and on
SEDAR at http://www.sedar.com.
Trading Information
On or about Wednesday, May 10, 2017, it is anticipated the TSX will issue a bulletin in respect of the
commencement of trading of the Mason Common Shares, under the symbol " MNR". Within two
business days of the TSX bulletin, the New Entrée Common Shares and the Mason Common Shares will
commence trading on the TSX. The New Entrée Common Shares will concurrently commence trading on
the NYSE MKT.
Where existing Entrée Common Shares (CUSIP 29383G ) are held through a broker, such broker, or the
depositary with which the broker holds such Entrée Common Shares, will be responsible for dealing with
the exchange of these Entrée Common Shares for New Entrée Common Shares (CUSIP 29384J103) and
the distribution of Mason Common Shares (CUSIP 575323100) on the shareholder’s behalf.
Entrée has mailed letters of transmittal to all eligible registered sh areholders. To receive Direct
Registration System ("DRS") statements representing New Entrée Common Shares and Mason Common
Shares, registered shareholders must duly complete the letter of transmittal and either provide their
DRS account number or surrender their existing certificates for Entrée Common Shares, as applicable,
and deliver them to Computershare Investor Services Inc. (" Depositary") at the address shown on the
letter of transmittal. Upon surrender to the Depositary for cancellation of a certificate representing
Entrée Common Shares (if any), together with a properly executed letter of transmittal, the registered
shareholder will be entitled to receive, and the Depositary will deliver to such holder, a DRS statement
representing that number (rounded down to the next lessor whole number) of New Entrée Common
Shares and Mason Common Shares that such holder has the right to receive pursuant to the Plan of
Arrangement and the surrendered certificate (if any) will be cancelled.
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 unique carried interest on a significant
portion of the Oyu Tolgoi mining project in Mongolia, Entrée has a singular 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, go ld 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, holding approximately 14%, 10% and 8% of issued and outstand ing shares,
respectively.
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FURTHER INFORMATION
Monica Hamm
Senior Manager, Investor Relations &
Corporate Communications
Entrée Gold Inc.
Tel: 604-687-4777
Fax: 604-687-4770
Toll Free: 866-368-7330
E-mail: mhamm@entréegold.com
This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995
and forward-looking information within the meaning of applicable Canadian securities l aws with respect to the Financing, corporate strategies
and plans; and other matters that may occur in the future.
While the Company has based these forward- looking statements on its expectations about future events as at the date that such statements
were prepared, the statements are not a guarantee of Entrée’s future performance and are based on numerous assumptions regarding present
and future business strategies, statements with respect to the completion of the Plan of Arrangement, obtaining court and regulatory approval
of the Plan of Arrangement, the listing of Mason Common Shares on the TSX and the timing for com pleting the proposed Plan of Arrangement.
Important risks, uncertainties and factors which could cause actual results to differ materially from future results expresse d or implied by
forward-looking statements and information include, amongst others; Entré e not obtaining court or regulatory approval of the Plan of
Arrangement; the market valuing Entrée and Mason in a manner not anticipated by Entrée; risks related to international operations ;
unanticipated costs, expenses or liabilities; and misjudgments in the course of preparing forward-looking statements. In addition, there are also
known and unknown risk factors which may cause the actual results, performance or achievements of the Company to be materiall y different
from any future results, performance o r achievements expressed or implied by the forward- looking statements and information. Such factors
include, among others, risks related to factors described in the Company’s most recently filed Management’s Discussion and Analysis and in the
Company’s Annual Information Form for the financial year ended December 31, 2016, dated March 10, 2017 filed with the Canadian Securities
Administrators and available at www.sedar.com . Although the Company has attempted to identify important factors that could cause ac tual
actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions,
events or results not to be as anticipated, estimated or intended. There can be no assurance that forwar d-looking statements will prove to be
accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not
place undue reliance on forward- looking statements. The Company is under no obligation to update or alter any forward- looking statements
except as required under applicable securities laws.