June 15, 2010
Receives Green Light for Merger with PacMag Metals
Vancouver, B.C. - Entr�e Gold Inc.
(TSX:ETG; NYSE AMEX:EGI; Frankfurt:EKA � �Entr�e� or the �Company�) is pleased to announce that the
Federal Court of Australia has approved the schemes of arrangement
(�Schemes�) between PacMag Metals Limited (�PacMag�) and its shareholders and
optionholders to effect a merger between PacMag and Entr�e
All conditions as set out
in the Scheme Implementation Agreement have been satisfied and the Schemes
are now unconditional. It is anticipated that the Court Orders
approving the Schemes will be lodged with the Australian Securities and
Investment Commission on June 16, 2010, which will be the date the Schemes
The Transaction is
expected to close on June 30, 2010. The record date for determining
PacMag shareholders and optionholders entitled to receive consideration under
the terms of the Schemes is June 23, 2010.
ENTR�E GOLD INC.
Entr�e Gold Inc. is a
Canadian mineral exploration company focused on the worldwide exploration and
development of gold and copper prospects. The Company flagship property is in
Mongolia, where it holds two mining licences (Shivee Tolgoi and Javhlant) and
one exploration licence (Togoot). Lookout Hill completely surrounds the
8,500-hectare Oyu Tolgoi project of Ivanhoe Mines, and hosts the Hugo North
Extension copper-gold deposit and the Heruga copper-gold-molybdenum
deposit. A portion of the Shivee Tolgoi mining licence and the entirety
of the Javhlant mining licence are subject to a joint venture with Ivanhoe
Mines, through its subsidiary Oyu Tolgoi LLC (formerly known as Ivanhoe Mines
Mongolia Inc. XXK � �IMMI�).
Under the terms of the
joint venture, Entr�e is carried through to production, at its election, by
debt financing from Ivanhoe Mines with interest accruing at Ivanhoe Mines�
actual cost of capital or prime +2%, whichever is less, at the date of the
advance. Debt repayment may be made in whole or in part from (and only
from) 90% of monthly available cash flow arising from its sale of
product. Such amounts will be applied first to payment of accrued
interest and then to repayment of principal. Available cash flow means
all net proceeds of sale of Entr�e�s share of products in a month less
Entr�e�s share of costs of operations for the month.
The Company continues to
explore its landholdings in Mongolia while also evaluating new opportunities
throughout eastern Asia. Entr�e is exploring the Huaixi copper project
in Zhejiang Province in China, under the terms of an agreement with the No.
11 Geological Brigade.
In North America, the
Company is exploring for porphyry-related copper systems in Arizona and New
Mexico under two agreements with Empirical Discovery LLC. In 2009, Entr�e
optioned two contiguous properties, Blackjack and Roulette, in the Yerington
porphyry copper district of Nevada through option agreements with HoneyBadger
Exploration Ltd. and Bronco Creek Exploration Inc.
In November 2009,
Entr�e announced an agreement with PacMag Metals Limited to implement
Australian Schemes of Arrangement to acquire all of the issued shares and
options of PacMag. PacMag holds the rights to land contiguous
with the Blackjack and Roulette properties and hosts the Ann Mason deposit.
The shareholders and optionholders of PacMag voted overwhelmingly in favour
of the merger by Schemes of Arrangement on June 4, 2010. The Schemes
were approved June 15, 2010 by the Federal Court of Australia, with an effective
date of June 16, 2010. In British Columbia, Entr�e has the right to
earn 100% interest in the early stage copper-molybdenum Crystal property
through an agreement with Taiga Consultants Ltd.
The Company is also seeking additional opportunities to utilize its
expertise in exploring for deep and/or concealed ore deposits. With a
treasury of approximatelyC$38 million, the Company is well funded for future
Rio Tinto and Ivanhoe Mines are major shareholders of Entr�e, holding
approximately 15% and 14% of issued and outstanding shares, respectively.
Monica Hamm, Manager, Investor Relations
Entr�e Gold Inc.
Toll Free: 866-368-7330
This News Release contains
forward-looking statements. Forward-looking statements are statements which
relate to future events. In some cases, you can identify
forward-looking statements by terminology such as �may�, �should�, �expects�,
�plans�, �anticipates�, �believes�, �estimates�, �predicts�, �potential� or
�continue� or the negative of these terms or other comparable terminology.
These include, but are not limited to: timing for first production;
successful resolution of regulatory and administrative issues related to the
Schemes of Arrangement, the timing of commencement of full construction of
the Oyu Tolgoi Project; the estimated timing and cost of bringing the Oyu
Tolgoi Project into commercial production; anticipated future production and
cash flows; target milling rates; the ability of the partners to arrange
financing for construction of the Oyu Tolgoi Project; the impact of
amendments to the laws of Mongolia and other countries in which Entr�e
carries on business; and other statements that are not historical facts.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors that may cause our or our industry�s actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
While these forward-looking
statements, and any assumptions upon which they are based, are made in good
faith and reflect our current judgment regarding the direction of our
business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, the Company does not intend to
update any of the forward-looking statements to conform these statements to
actual results. Readers are referred to the sections entitled �Risk Factors�
in the Company�s periodic filings with the British Columbia Securities
Commission, which can be viewed at www.SEDAR.com, and with the United States Securities and
Exchange Commission, which can be viewed at www.SEC.gov.
1201 - 1166 Alberni Street
Canada V6E 3Z3
Telephone: (604) 687-4777
Facsimile: (604) 687-4770
(NYSE Amex: EGI)