Entrée Resources Announces Non-Brokered Private Placement
Entrée Resources Announces Non-Brokered
Private Placement
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWS WIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
VANCOUVER, BC
,
Aug. 20, 2020
/CNW/ - Entrée Resources Ltd. (TSX: ETG; OTCQB: ERLFF –
the "
Company
" or "
Entrée
") is pleased to announce a non-brokered private placement of up to
10,000,000 units of the Company ("
Units
") at a price of
C$0.43
per Unit for gross proceeds of up to
C$4,300,000
(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$0.60
per share for a period of three
years following the date of issuance.
The net proceeds from the Private Placement are expected to be used to update the National
Instrument 43-101 Technical Report on the Company's interest in the Entrée/Oyu Tolgoi joint venture
property in
Mongolia
(the "
Entrée/Oyu Tolgoi JV Property
") and for general corporate purposes.
Closing of the Private Placement is anticipated to occur in the third quarter of 2020 and is subject to
receipt of all necessary regulatory approvals including acceptance by the Toronto Stock Exchange.
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 RESOURCES LTD.
Entrée Resources Ltd. is a Canadian mining company with a unique carried joint venture interest on
a significant portion of one of the world's largest copper-gold projects – the Oyu Tolgoi project in
Mongolia. Entrée has a 20% or 30% carried participating interest in the Entrée/Oyu Tolgoi JV
Property, depending on the depth of mineralization. Sandstorm Gold, Rio Tinto and Turquoise Hill
Resources are major shareholders of Entrée, holding approximately 21%, 9% and 8% of the shares
of the Company, respectively. More information about Entrée can be found at
www.EntreeResourcesLtd.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 laws
with respect to
the proposed Private Placement;
anticipated closing of the proposed Private Placement; anticipated use of proceeds; the potential
filing of an updated Technical Report on the Company's interest in the Entrée/Oyu Tolgoi JV
Property;
and other matters that may occur in the future.
In certain cases, forward-looking statements and information can be identified by words such as
"plans", "expects" or "does not expect", "is expected", "budgeted", "scheduled", "estimates",
"forecasts", "intends", "anticipates", or "does not anticipate" or "believes" or variations of such
words and phrases or statements that certain actions, events or results "may", "could", "would",
"might", "will be taken", "occur" or "be achieved". 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; the correct interpretation
of agreements, laws and regulations; local and global economic conditions and negotiations and
the environment in which Entrée will operate in the future, including commodity prices, projected
grades, projected dilution, anticipated capital and operating costs, anticipated future production and
cash flows; the anticipated location of certain infrastructure and sequence of mining within and
across panel boundaries; the construction and continued development of the Oyu Tolgoi
underground mine; and the status of Entrée's relationship and interaction with the Government of
Mongolia
, Oyu Tolgoi LLC ("
OTLLC
"), Rio Tinto and Turquoise Hill Resources. With respect to the
construction and continued development of the Oyu Tolgoi underground mine, important risks,
uncertainties and factors which could cause actual results to differ materially from future results
expressed or implied by such forward-looking statements and information include, amongst others,
the timing and cost of the construction and expansion of mining and processing facilities; the
timing and availability of a long term domestic power source for Oyu Tolgoi (or the availability of
financing for OTLLC or the Government of
Mongolia
to construct such a source); the potential
impact of COVID-19; the ability of OTLLC to secure and draw down on the supplemental debt
under the Oyu Tolgoi project finance facility and the availability of additional financing on terms
reasonably acceptable to OTLLC, Turquoise Hill Resources and Rio Tinto to further develop Oyu
Tolgoi; the impact of changes in, changes in interpretation to or changes in enforcement of, laws,
regulations and government practises in
Mongolia
; delays, and the costs which would result from
delays, in the development of the underground mine; the status of the relationship and interaction
between OTLLC, Rio Tinto and Turquoise Hill Resources with the Government of
Mongolia
on the
continued operation and development of Oyu Tolgoi and OTLLC internal governance; the
anticipated location of certain infrastructure and sequence of mining; projected copper, gold and
silver prices and their market demand; and production estimates and the anticipated yearly
production of copper, gold and silver at the Oyu Tolgoi underground mine.
Other risks, uncertainties and factors which could cause actual results, performance or
achievements of Entrée to differ materially from future results, performance or achievements
expressed or implied by forward-looking statements and information include, amongst others,
unanticipated costs, expenses or liabilities; discrepancies between actual and estimated
production, mineral reserves and resources and metallurgical recoveries; development plans for
processing resources; the outcome of the definitive estimate review; matters relating to proposed
exploration or expansion; mining operational and development risks, including geotechnical risks
and ground conditions; regulatory restrictions (including environmental regulatory restrictions and
liability); risks related to international operations, including legal and political risk in
Mongolia
;
risks associated with changes in the attitudes of governments to foreign investment; risks
associated with the conduct of joint ventures; risks related to the potential impact of global or
national health concerns, including the COVID-19 (coronavirus) pandemic; inability to upgrade
Inferred mineral resources to Indicated or Measured mineral resources; inability to convert mineral
resources to mineral reserves; conclusions of economic evaluations; fluctuations in commodity
prices and demand; changing foreign exchange rates; the speculative nature of mineral
exploration; the global economic climate; dilution; share price volatility; activities, actions or
assessments by Rio Tinto, Turquoise Hill Resources or OTLLC and by government authorities
including the Government of
Mongolia
; the availability of funding on reasonable terms; the impact
of changes in interpretation to or changes in enforcement of laws, regulations and government
practices, including laws, regulations and government practices with respect to mining, foreign
investment, royalties and taxation; the terms and timing of obtaining necessary environmental and
other government approvals, consents and permits; the availability and cost of necessary items
such as water, skilled labour, transportation and appropriate smelting and refining arrangements;
unanticipated reclamation expenses; changes to assumptions as to the availability of electrical
power, and the power rates used in operating cost estimates and financial analyses; changes to
assumptions as to salvage values; ability to maintain the social licence to operate; accidents,
labour disputes and other risks of the mining industry; global climate change; title disputes;
limitations on insurance coverage; competition; loss of key employees; cyber security incidents;
misjudgements in the course of preparing forward-looking statements;
as well as those factors
discussed in
the Company's most recently filed MD&A and in the Company's Annual Information
Form for the financial year ended
December 31, 2019
, dated
March 13, 2020
filed with the
Canadian Securities Administrators and available at
www.sedar.com
. Although the Company has
attempted to identify important factors that could cause actual 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 forward-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.
SOURCE
Entrée Resources
View original content:
http://www.newswire.ca/en/releases/archive/August2020/20/c0194.html
%SEDAR: 00008502E
For further information:
David Jan, Investor Relations, Entrée Resources Ltd., Tel: 604-687-4777
| Toll Free: 1-866-368-7330, E-mail: [email protected]
CO: Entrée Resources
CNW 09:00e 20-AUG-20