UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT
OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2016
Commission file number: 001-32570
ENTRÉE GOLD INC.
(Exact Name of Registrant as Specified in its Charter)
British Columbia
(Province or other jurisdiction of incorporation or organization)
1040
(Primary Standard Industrial
Classification Code)
N/A
(I.R.S. Employer Identification No.)
Suite 1201 – 1166 Alberni Street
Vancouver, British Columbia, Canada V6E 3Z3
( 604) 687-4777
(Address and Telephone Number of Registrant’s Principal Executive Offices)
National Registered Agents, Inc.
1090 Vermont Avenue NW, Suite 910
Washington, DC 20005
(888) 505-5229
(Name, address (including zip code) and telephone number (including area
code) of agent for service in the United States)
Copies to:
Kenneth G. Sam
Dorsey & Whitney LLP
1400 Wewatta Street, Suite 400
Denver, Colorado 80202
(303) 629-3400
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class:
Name of Each Exchange On Which Registered:
Common Shares, no par value
NYSE MKT
Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A
For annual reports, indicate by check mark the information filed with this form:
Annual Information Form
Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period
covered by the annual report: As at December 31, 2016, 153,045,408 common shares of the Registrant were issued and outstanding.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been
Yes
subject to such filing requirements for the past 90 days.
No
4821-5703-7892\2
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
No
2
EXPLANATORY NOTE
Entrée Gold Inc. (the “Company” or the “Registrant”) is a Canadian issuer eligible to file its annual
report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company
is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. The equity securities of the
Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act
pursuant to Rule 3a12-3.
FORWARD-LOOKING STATEMENTS
This annual report on Form 40-F and the exhibits attached hereto contain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements concern the Company’s anticipated results and developments in the Company’s operations in
future periods, planned exploration and development of its properties, plans related to its business and
other matters that may occur in the future. These statements relate to analyses and other information that
are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of
management.
Forward-looking statements include, but are not limited to, the future price of copper, gold and
molybdenum, the estimation of mineral reserves and resources, the realization of mineral reserve and
resource estimates, the timing and amount of estimated future production, costs of production, capital
expenditures, cost and timing of the development of new deposits, success of exploration activities,
permitting time lines, currency fluctuations, requirements for additional capital, government regulation of
mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and
limitations on insurance coverage. In certain cases, forward-looking statements can be identified by the
use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “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” or “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 forward-looking statements are not a guarantee of the Company’s future performance and
are subject to risks, uncertainties, assumptions and other factors which could cause actual results to differ
materially from future results expressed or implied by such forward-looking statements.
Such factors and assumptions include, among others, 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; discrepancies between actual and
anticipated production, mineral reserves and resources and metallurgical recoveries; global financial
conditions; changes in project parameters as plans continue to be refined; inability to upgrade Inferred
mineral resources to Indicated or Measured mineral resources; inability to convert mineral resources to
mineral reserves; conclusions of economic evaluations; future prices of copper, gold, silver and
molybdenum; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes
and other risks of the mining industry; delays in obtaining government approvals, permits or licences or
financing or in the completion of development or construction activities; environmental risks; title
disputes; limitations on insurance coverage, as well as those factors discussed in the section entitled “Risk
Factors” in the Company’s Annual Information Form (“AIF”), filed as Exhibit 99.1 to this annual report
on Form 40-F and incorporated herein by reference.
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
1
4821-5703-7892\2
could differ materially from those anticipated in such statements. Except as required under applicable
securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking
statements, whether as a result of new information, future events, or otherwise. Accordingly, readers
should not place undue reliance on forward-looking statements.
NOTE TO UNITED STATES READERS-
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted, under the multi-jurisdictional disclosure system adopted by the United States
Securities and Exchange Commission (the “SEC” or “Commission”), to prepare this annual report in
accordance with Canadian disclosure requirements, which differ from those of the United States.
RESOURCE AND RESERVE ESTIMATES
The Company’s AIF, filed as Exhibit 99.1 to this annual report on Form 40-F and management’s
discussion and analysis for the fiscal year ended December 31, 2016 filed as Exhibit 99.3 to this annual
report on Form 40-F have been prepared in accordance with the requirements of the securities laws in
effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral
reserve”, “Proven mineral reserve” and “Probable mineral reserve” are Canadian mining terms as defined
in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects
(“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM
Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as
amended. These definitions differ from the definitions in SEC Industry Guide 7 under the United States
Securities Act of 1933, as amended (the “Securities Act”). Under SEC Industry Guide 7 standards, a
“final” or “bankable” Feasibility study is required to report reserves, the three-year historical average
price is used in any reserve or cash flow analysis to designate reserves and the primary environmental
analysis or report must be filed with the appropriate governmental authority.
In addition, the terms “mineral resource”, “Measured mineral resource”, “Indicated mineral resource” and
“Inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these
terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in
reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part
or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral
resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their
economic and legal feasibility. It cannot be assumed that all or any part of an Inferred mineral resource
will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred mineral resources
may not form the basis of Feasibility or Pre-Feasibility studies, except in rare cases. Investors are
cautioned not to assume that all or any part of an Inferred mineral resource exists or is economically or
legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian
regulations; however, the SEC normally only permits issuers to report mineralization that does not
constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference
to unit measures.
Accordingly, information contained in this annual report and the documents incorporated by reference
herein contain descriptions of the Company’s mineral deposits that may not be comparable to similar
information made public by U.S. companies subject to the reporting and disclosure requirements under
the United States federal securities laws and the rules and regulations thereunder.
Unless otherwise indicated, all dollar amounts in this annual report on Form 40-F are in United States
dollars. The exchange rate of Canadian dollars into United States dollars, on December 30, 2016, based
CURRENCY
2
upon the closing rate of exchange as quoted by the Bank of Canada was U.S.$1.00 = Cdn.$1.3427.
ANNUAL INFORMATION FORM
The Company’s AIF for the fiscal year ended December 31, 2016 is filed as Exhibit 99.1 and
incorporated by reference in this annual report on Form 40-F.
AUDITED ANNUAL FINANCIAL STATEMENTS
The audited consolidated financial statements of the Company for the years ended December 31, 2016
and 2015, including the report of the independent auditor with respect thereto, are filed as Exhibit 99.2
and incorporated by reference in this annual report on Form 40-F.
MANAGEMENT’S DISCUSSION AND ANALYSIS
The Company’s management’s discussion and analysis (“MD&A”) is filed as Exhibit 99.3 and
incorporated by reference in this annual report on Form 40-F.
Purchasing, holding, or disposing of the Company’s securities may have tax consequences under the laws
of the United States and Canada that are not described in this annual report on Form 40-F.
TAX MATTERS
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
At the end of the period covered by this annual report for the fiscal year ended December 31, 2016, an
evaluation was carried out under the supervision of, and with the participation of, the Company’s
management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the
effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined
in Rule 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Company’s CEO
and CFO have concluded that the disclosure controls and procedures were effective to give reasonable
assurance that the information required to be disclosed by the Company in reports that it files or submits
under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including
its principal executive and principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
The Company's management, including the Company's CEO and CFO, is responsible for establishing and
maintaining adequate internal control over the Company's internal control over financial reporting, as
such term is defined in Rules 13a-15(f) and 15d-15(f) under the U.S. Exchange Act. The Company's
internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of consolidated financial statements for external
purposes in accordance with U.S. GAAP. The Company's internal control over financial reporting
includes policies and procedures that: pertain to the maintenance of records that, in reasonable detail
accurately and fairly reflect the transactions and disposition of assets; provide reasonable assurance that
transactions are recorded as necessary to permit preparation of the consolidated financial statements in
accordance with U.S. GAAP and that receipts and expenditures are being made only in accordance with
authorization of management and directors of the Company; and provide reasonable assurance regarding
3
4821-5703-7892\2
prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a
material effect on the consolidated financial statements.
Because of their inherent limitations, internal control over financial reporting can provide only reasonable
assurance and may not prevent or detect misstatements. Furthermore, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company's management (with the participation of the CEO and the CFO) conducted an evaluation of
the effectiveness of the Company's internal control over financial reporting as of December 31,
2016. This evaluation was based on the criteria set forth in the 2013 Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on its assessment, management has concluded that the Company's internal control over financial reporting
was effective as at December 31, 2016, and management's assessment did not identify any material
weaknesses.
Auditor’s Attestation Report
This annual report does not include an attestation report of the Company’s registered public accounting
firm regarding internal control over financial reporting. Management's report was not subject to
attestation by the Company’s registered public accounting firm pursuant to the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), which permits the Company to
provide only management's report in this annual report. The Dodd-Frank Act permits a “non-accelerated
filer” to provide only management's report on internal control over financial reporting in an annual report
and omit an attestation report of the issuer's registered public accounting firm regarding management's
report on internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during its fiscal
year ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect,
the Company’s internal control over financial reporting.
CORPORATE GOVERNANCE
The Company’s Board of Directors (the “Board”) is responsible for the Company’s Corporate
Governance policies and has a separately designated standing Compensation Committee, Corporate
Governance and Nominating Committee, Audit Committee, and Technical Committee. The Board has
determined that all the members of the Compensation Committee, Corporate Governance and Nominating
Committee, and Audit Committee are independent, based on the criteria for independence and
unrelatedness prescribed by section 803A of the NYSE MKT Company Guide.
Compensation Committee
The primary objective of the Compensation Committee is to discharge the Board’s responsibilities
relating to compensation and benefits of the executive officers and directors of the Company to ensure
that such compensation realistically reflects the responsibilities and risks of such positions. In addition,
the Compensation Committee makes recommendations for grants made under the Company’s Stock
Option Plan, determines the recipients of, and the nature and size of share compensation awards granted
from time to time, and determines any bonuses to be awarded from time to time. The Company’s
Compensation Committee is comprised of Mark Bailey (chair), Alan Edwards and James Harris. The
Company’s CEO cannot be present during the Compensation Committee’s deliberations or vote.
4
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee: (1) assists the Board, on an annual basis, by
identifying individuals qualified to become Board members, and recommends to the Board the director
nominees for the next annual meeting of shareholders; (2) assists the Board in the event of any vacancy
on the Board by identifying individuals qualified to become Board members, and recommends to the
Board qualified individuals to fill any such vacancy; and (3) recommends to the Board, on an annual
basis, director nominees for each Board committee. The members of the Corporate Governance and
Nominating Committee are James L. Harris (chair), Alan Edwards and Anna Stylianides.
Technical Committee
The Technical Committee consists of Alan Edwards (chair), Mark Bailey and Stephen Scott. In the
judgement of the Board, Mr. Edwards and Mr. Bailey are independent directors. Mr. Scott is not
independent, by virtue of the fact that he is the President and Chief Executive Officer of the Company.
The mandate of the Technical Committee is to exercise all the powers of the Board (except those powers
specifically reserved by law to the Board itself) during intervals between meetings of the Board pertaining
to the Company’s mining properties, programs, budgets, and other related activities and the
administration thereof.
AUDIT COMMITTEE
The Company has a separately designated standing Audit Committee established in accordance with
Section 3(a)(58)(A) of the Exchange Act. The Company’s Audit Committee is comprised of Anna
Stylianides (chair), Mark Bailey and James Harris.
In the opinion of the Company’s Board, all members of the Audit Committee are independent (as
determined under Rule 10A-3 of the Exchange Act and section 803A of the NYSE MKT Company
Guide) and are financially literate. Additionally, the Audit Committee meets the composition
requirements set forth by section 803(B)(2) of the NYSE MKT Company Guide.
The members of the Audit Committee are appointed or reappointed on an annual basis by the Board.
The Audit Committee meets with the President, the CEO, the CFO and the Company’s independent
auditors to review and inquire into matters affecting financial reporting, the system of internal accounting
and financial controls, as well as audit procedures and audit plans. The Audit Committee also
recommends to the Board which independent registered public auditing firm should be appointed by the
Company. In addition, the Audit Committee reviews and recommends to the Board for approval the
annual financial statements, the MD&A, and undertakes other activities required by exchanges on which
the Company’s securities are listed and by regulatory authorities to which the Company is held
responsible.
The full text of the Company’s Audit Committee Charter is attached to the Company’s AIF, filed as an
appendix and incorporated by reference in this annual report on Form 40-F.
Audit Committee Financial Expert
The Company’s Board has determined that Anna Stylianides qualifies as a financial expert (as defined in
Item 407(d)(5) of Regulation S-K under the Exchange Act), is financially sophisticated, as determined in
accordance with Section 803B(2)(iii) of the NYSE MKT Company Guide, and is independent (as
determined under Exchange Act Rule 10A-3 and section 803A of the NYSE MKT Company Guide).
4821-5703-7892\2
5
PRINCIPAL ACCOUNTING FEES AND SERVICES – INDEPENDENT AUDITORS
The following table shows the aggregate fees billed to the Company by Davidson & Company LLP and
its affiliates, Chartered Accountants, the Company’s independent registered public auditing firm, in each
of the last two years.
Audit Fees(1)
Audit Related Fees(2)
Tax Fees(3)
All other fees(4)
Total:
2016 (US$)
$37,820
$Nil
$Nil
$Nil
$37,820
2015 (US$)
$36,127
$11,778
$Nil
$10,838
$58,743
(1) Audits of the Company’s consolidated financial statements, meetings with the Audit Committee and management with
respect of quarterly filings, consulting and accounting standards and transactions, issuance of consent in connection with
Canadian and United States securities filings.
(2) Audit-related fees were paid for assurance and related services by the auditors that were reasonably related to the
performance of the audit or the review of the Company’s quarterly financial statements that are not included in Audit Fees.
(3) Tax compliance, taxation advice and tax planning for international operations.
(4) Surplus calculations for Entrée LLC for the years 2003 to 2014.
PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT AUDITORS
The Audit Committee pre-approves all audit services to be provided to the Company by its independent
auditors. Non-audit services that are prohibited to be provided to the Company by its independent
auditors may not be pre-approved. In addition, prior to the granting of any pre-approval, the Audit
Committee must be satisfied that the performance of the services in question will not compromise the
independence of the independent auditors. All non-audit services performed by the Company’s auditor
for the fiscal year ended December 31, 2016 were pre-approved by the Audit Committee of the Company.
No non-audit services were approved pursuant to the de minimis exemption to the pre-approval
requirement.
OFF-BALANCE SHEET TRANSACTIONS
The Company does not have any off-balance sheet financing arrangements or relationships with
unconsolidated special purpose entities.
CODE OF ETHICS
The Company has adopted a Code of Ethics (the “Code”) for the Company’s Chief Executive Officer,
Chief Financial Officer and Controller.
A copy of the Code is available to any person, without charge, by written request to the Company at its
principal executive office, located at Suite 1201 – 1166 Alberni Street, Vancouver, British Columbia,
Canada V6E 3Z3. The Code is also available on the Company’s website at www.entreegold.com. The
Code meets the requirements for a “code of ethics” within the meaning of that term in General Instruction
9(b) of the Form 40-F.
All amendments to the Code, and all waivers of the Code with respect to any of the officers covered by it,
6
will be posted on the Company’s website, www.entreegold.com within five business days of the
amendment or waiver and provided in print to any shareholder who requests them. On May 19, 2016, the
Company updated the Code. However, during the fiscal year ended December 31, 2016, the Company
did not substantively amend, waive or implicitly waive any provision of the Code with respect to any of
the directors, executive officers or employees subject to it.
CONTRACTUAL OBLIGATIONS
The required tabular disclosure is included under the heading “Liquidity and Capital Resources –
Contractual Obligations” in the Company’s MD&A for the fiscal year ended December 31, 2016, filed as
Exhibit 99.3 to this annual report on Form 40-F and is incorporated herein by reference.
NOTICES PURSUANT TO REGULATION BTR
There were no notices required by Rule 104 of Regulation BTR that the Registrant sent during the year
ended December 31, 2016 concerning any equity security subject to a blackout period under Rule 101 of
Regulation BTR.
NYSE MKT CORPORATE GOVERNANCE
The Company’s common shares are listed on the NYSE MKT. Section 110 of the NYSE MKT
Company Guide permits the NYSE MKT to consider the laws, customs and practices of foreign issuers
in relaxing certain NYSE MKT listing criteria, and to grant exemptions from NYSE MKT listing criteria
based on these considerations. A company seeking relief under these provisions is required to provide
written certification from independent local counsel that the non-complying practice is not prohibited by
home country law. A description of the significant ways in which the Company’s governance practices
differ from those followed by domestic companies pursuant to NYSE MKT standards is as follows:
Shareholder Meeting Quorum Requirement: The NYSE MKT minimum quorum requirement for
a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a
company listed on the NYSE MKT is required to state its quorum requirement in its bylaws. The
Company’s quorum requirement is set forth in its Memorandum and Articles. A quorum for a
meeting of members of the Company is two persons who are, or who represent by proxy,
shareholders who, in the aggregate, hold at least 5% of the shares entitled to be voted at the
meeting.
Proxy Delivery Requirement: The NYSE MKT requires the solicitation of proxies and delivery
of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited
pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a “foreign
private issuer” as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the
Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c)
and 14(f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules
and regulations in Canada.
Shareholder Approval of Certain Transactions: The NYSE MKT Company Guide requires
shareholder approval in connection with the establishment of an equity compensation
arrangement pursuant to which options or stock may be acquired by officers, directors,
employees, or consultants of a company. The Company will follow the shareholder approval
requirements of the Toronto Stock Exchange in connection with the establishment of equity
compensation arrangements pursuant to which its officers, directors, employees, or consultants
may acquire options or common shares.
4821-5703-7892\2
7
to each member of
independence criteria be applied
Compensation Committee Requirements: The NYSE MKT Company Guide requires that
the Compensation
additional
Committee. The NYSE MKT Company Guide also mandates that the Compensation Committee
must have the authority to hire compensation consultants, independent legal counsel and other
compensation advisors and exercise the sole responsibility to oversee the work of any
compensation advisors retained to advise the Compensation Committee. In addition, before
engaging a compensation advisor, the Compensation Committee must consider at least six factors
that could potentially impact compensation advisor independence. The Company follows
Canadian Securities Administrators and Toronto Stock Exchange requirements for Compensation
Committee charters, independence and authority. The Compensation Committee's Charter
includes a requirement that each member of the Compensation Committee be independent and
that the Compensation Committee have the authority to retain outside advisors and determine the
extent of funding necessary for payment of consultants.
The foregoing are consistent with the laws, customs and practices in Canada.
In addition, the Company may from time-to-time seek relief from NYSE MKT corporate governance
requirements on specific transactions under Section 110 of the NYSE MKT Company Guide by providing
written certification from independent local counsel that the non-complying practice is not prohibited by
the Company’s home country law, in which case, the Company shall make the disclosure of such
transactions available on the Company’s website at www.entreegold.com. Information contained on its
website is not part of this annual report.
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary
that is an operator, of a coal or other mine in the United States are required to disclose in their periodic
reports filed with the SEC information regarding specified health and safety violations, orders and
citations, related assessments and legal actions, and mining-related fatalities. During the fiscal year ended
December 31, 2016, the Company had no such specified health and safety violations, orders or citations,
related assessments or legal actions, mining-related fatalities, or similar events in relation to the
Company’s United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank
Act.
UNDERTAKING
The Company undertakes to make available, in person or by telephone, representatives to respond to
inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities
in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said
securities.
CONSENT TO SERVICE OF PROCESS
The Company filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with
the SEC on Form 10-SB on October 12, 2004, with respect to the class of securities in relation to which
the obligation to file this annual report on Form 40-F arises.
The following exhibits have been filed as part of the annual report on Form 40-F:
EXHIBIT INDEX
8
Exhibit Description
Annual Information
99.1.
99.2.
Annual Information Form of the Company for the year ended December 31, 2016
The following audited consolidated financial statements of the Company, are exhibits to and
form a part of this annual report:
Independent Registered Public Accounting Firm’s Report on Consolidated Financial
Statements
Consolidated Statements of Comprehensive Loss for the years ended December 31,
2016, 2015 and 2014
Consolidated Balance Sheets as of December 31, 2016 and 2015
Consolidated Statement of Stockholders’ Equity for the years ended December 31,
2016, 2015 and 2014
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015
and 2014
Notes to Consolidated Financial Statements
99.3.
Management Discussion and Analysis for the year ended December 31, 2016
Certifications
99.4.
99.5.
99.6.
99.7.
Consents
99.8
99.9
99.10
99.11
99.12
99.13
99.14
99.15
99.16
99.17
Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act
Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act
Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Consent of Davidson & Company LLP, Chartered Accountants
Consent of OreWin Pty Ltd
Consent of AGP Mining Consultants
Consent of AMEC Foster Wheeler Americas Limited
Consent of Bernard Peters
Consent of Sharron Sylvester
Consent of Robert Cann
Consent of Robert Cinits
Consent of Joseph Rosaire Pierre Desautels
Consent of Peter Oshust
4821-5703-7892\2
9
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the
requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by
the undersigned, thereto duly authorized.
ENTRÉE GOLD INC.
By:
/S/Stephen Scott
Name: Stephen Scott
Title:
Chief Executive Officer
Date: March 10, 2017
10
Exhibit 99.4
CERTIFICATION
I, Stephen Scott, certify that:
1
I have reviewed this annual report on Form 40-F of Entrée Gold Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of,
and for, the periods presented in this report;
4.
The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-5(f) for the issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c)
Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the issuer’s internal control over financial reporting that
occurred during the period covered by the annual report that has materially affected, or is reasonably likely to
materially affect, the issuer’s internal control over financial reporting; and
The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
5.
control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or
persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process,
summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the issuer’s internal control over financial reporting.
Date: March 10, 2017
By:
/S/Stephen Scott
4821-5703-7892\2
Stephen Scott
Chief Executive Officer
(Principal Executive Officer)
Exhibit 99.5
CERTIFICATION
I, Duane Lo, certify that:
1
I have reviewed this annual report on Form 40-F of Entrée Gold Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of,
and for, the periods presented in this report;
4.
The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-5(f) for the issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c)
Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the issuer’s internal control over financial reporting that
occurred during the period covered by the annual report that has materially affected, or is reasonably likely to
materially affect, the issuer’s internal control over financial reporting; and
The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
5.
control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or
persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process,
summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the issuer’s internal control over financial reporting.
Date: March 10, 2017
By:
/S/Duane Lo
Duane Lo
Chief Financial Officer
(Principal Financial and Accounting Officer)
Exhibit 99.6
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Entrée Gold Inc. (the “Company”) on Form 40-F for the period
ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), I, Stephen Scott, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
§1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2)
The information contained in this Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
March 10, 2017
/S/Stephen Scott
Stephen Scott
Chief Executive Officer
(Principal Executive Officer)
A signed original of this written statement required by Section 906 has been provided to Entrée Gold Inc.
and will be retained by Entrée Gold Inc. and furnished to the Securities and Exchange Commission or its
staff upon request.
4821-5703-7892\2
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 99.7
In connection with the annual report of Entrée Gold Inc. (the “Company”) on Form 40-F for the period
ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), I, Duane Lo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2)
The information contained in this Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
March 10, 2017
/S/Duane Lo
Duane Lo
Chief Financial Officer
(Principal Financial and Accounting Officer)
A signed original of this written statement required by Section 906 has been provided to Entrée Gold Inc.
and will be retained by Entrée Gold Inc. and furnished to the Securities and Exchange Commission or its
staff upon request.
Exhibit 99.8
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in Entrée Gold Inc.’s Annual Report on Form 40-F for the
year ended December 31, 2016 of our report dated March 10, 2017, relating to the consolidated
financial statements, which appear in the Annual Report.
“DAVIDSON & COMPANY LLP”
Chartered Professional Accountants
Vancouver, Canada
March 10, 2017
4821-5703-7892\2
Exhibit 99.9
CONSENT OF EXPERT
FILED BY EDGAR
March 10, 2017
United States Securities and Exchange Commission
Re: Entrée Gold Inc. – Form 40-F
We refer to the report entitled “Lookout Hill Feasibility Study Update, Ömnögovi Aimag, Mongolia” (the
“Report”) with an effective date of March 29, 2016 as referenced in the Annual Report on Form 40-F
dated March 10, 2017 for the year ended December 31, 2016 (the “Form 40-F”) of Entrée Gold Inc. (the
“Company”), which is to be filed with the United States Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended.
This letter is being filed as our consent to the use of our name and the Report, and summaries thereof (the
“Summary Material”), in the Form 40-F, the Company’s Management Discussion and Analysis for the
year ended December 31, 2016 and in the Company’s Annual Information Form for the year ended
December 31, 2016 and any amendments thereto.
We hereby consent to the incorporation by reference in the Company's Registration Statements on Form
S-8 (Nos. 333-127062 and 333-182891) of the Summary Material concerning the Report and the
reference to our name as set forth above in the Form 40-F.
Yours truly,
OreWin Pty Ltd
/S/Sharron Sylvester
Name: Sharron Sylvester
Title: Technical Director – Geology
Exhibit 99.10
CONSENT OF EXPERT
FILED BY EDGAR
March 10, 2017
United States Securities and Exchange Commission
Re: Entrée Gold Inc. – Form 40-F
We refer to the report entitled “2017 Updated Preliminary Economic Assessment on the Ann Mason
Project Nevada, U.S.A.” with an effective date of March 3, 2017 (the “Report”) as referenced in the
Annual Report on Form 40-F dated March 10, 2017 for the year ended December 31, 2016 (the “Form
40-F”) of Entrée Gold Inc. (the “Company”), which is to be filed with the United States Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
This letter is being filed as our consent to the use of our name and the Report, and summaries thereof (the
“Summary Material”), in the Form 40-F, the Company’s Management Discussion and Analysis for the
year ended December 31, 2016 and in the Company’s Annual Information Form for the year ended
December 31, 2016 and any amendments thereto.
We hereby consent to the incorporation by reference in the Company's Registration Statements on Form
S-8 (Nos. 333-127062 and 333-182891) of the Summary Material concerning the Report and the
reference to our name as set forth above in the Form 40-F.
Yours truly,
AGP MINING CONSULTANTS INC.
/S/Gordon Zurowski
Name: Gordon Zurowski
Title: Principal Mine Engineer
4821-5703-7892\2
Exhibit 99.11
CONSENT OF EXPERT
FILED BY EDGAR
March 10, 2017
United States Securities and Exchange Commission
Re: Entrée Gold Inc. – Form 40-F
We refer to the report entitled “2017 Updated Preliminary Economic Assessment on the Ann Mason
Project, Nevada, U.S.A.” with an effective date of March 3, 2017 (the “Report”) as referenced in the
Annual Report on Form 40-F dated March 10, 2017 for the year ended December 31, 2016 (the “Form
40-F”) of Entrée Gold Inc. (the “Company”), which is to be filed with the United States Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
This letter is being filed as our consent to the use of our name and the Report, and summaries thereof (the
“Summary Material”), in the Form 40-F, the Company’s Management Discussion and Analysis for the
year ended December 31, 2016 and in the Company’s Annual Information Form for the year ended
December 31, 2016 and any amendments thereto.
We hereby consent to the incorporation by reference in the Company's Registration Statements on Form
S-8 (Nos. 333-127062 and 333-182891) of the Summary Material concerning the Report and the
reference to our name as set forth above in the Form 40-F.
Yours truly,
AMEC FOSTER WHEELER AMERICAS LIMITED
/S/Kris Homer
Name: Kris Homer
Title: Operations Director
Exhibit 99.12
CONSENT OF EXPERT
FILED BY EDGAR
March 10, 2017
United States Securities and Exchange Commission
Re: Entrée Gold Inc. – Form 40-F
I refer to the report entitled “Lookout Hill Feasibility Study Update, Ömnögovi Aimag, Mongolia”
(the “Report”) with an effective date of March 29, 2016 as referenced in the Annual Report on Form
40-F dated March 10, 2017 for the year ended December 31, 2016 (the “Form 40-F”) of Entrée Gold
Inc. (the “Company”), which is to be filed with the United States Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended.
This letter is being filed as my consent to the use of my name and the Report, and summaries thereof
(the “Summary Material”), in the Form 40-F and in the Company’s Annual Information Form for
the year ended December 31, 2016 and any amendments thereto.
I hereby consent to the incorporation by reference in the Company's Registration Statements on Form
S-8 (Nos. 333-127062 and 333-182891) of the Summary Material concerning the Report and the
reference to my name as set forth above in the Form 40-F.
Yours truly,
/S/Bernard Peters
Bernard Peters, B. Eng. (Mining), FAusIMM
Exhibit 99.13
CONSENT OF EXPERT
FILED BY EDGAR
March 10, 2017
United States Securities and Exchange Commission
Re: Entrée Gold Inc. – Form 40-F
I refer to the report entitled “Lookout Hill Feasibility Study Update, Ömnögovi Aimag, Mongolia”
(the “Report”) with an effective date of March 29, 2016 as referenced in the Annual Report on Form
40-F dated March 10, 2017 for the year ended December 31, 2016 (the “Form 40-F”) of Entrée Gold
Inc. (the “Company”), which is to be filed with the United States Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended.
This letter is being filed as my consent to the use of my name and the Report, and summaries thereof
(the “Summary Material”), in the Form 40-F and in the Company’s Annual Information Form for
the year ended December 31, 2016 and any amendments thereto.
I hereby consent to the incorporation by reference in the Company's Registration Statements on Form
S-8 (Nos. 333-127062 and 333-182891) of the Summary Material concerning the Report and the
reference to my name as set forth above in the Form 40-F.
Yours truly,
/S/Sharron Sylvester
Sharron Sylvester, BSc (Geol), RPGeo AIG (10125)
Exhibit 99.14
CONSENT OF EXPERT
FILED BY EDGAR
March 10, 2017
United States Securities and Exchange Commission
Re: Entrée Gold Inc. – Form 40-F
I refer to the report entitled “Lookout Hill Feasibility Study Update, Ömnögovi Aimag, Mongolia”
(the “Report”) with an effective date of March 29, 2016 as referenced in the Annual Report on Form
40-F dated March 10, 2017 for the year ended December 31, 2016 (the “Form 40-F”) of Entrée Gold
Inc. (the “Company”), which is to be filed with the United States Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended.
This letter is being filed as my consent to the use of my name and the Report, and summaries thereof
(the “Summary Material”), in the Form 40-F and in the Company’s Annual Information Form for
the year ended December 31, 2016 and any amendments thereto.
I hereby consent to the incorporation by reference in the Company's Registration Statements on Form
S-8 (Nos. 333-127062 and 333-182891) of the Summary Material concerning the Report and the
reference to my name as set forth above in the Form 40-F.
Yours truly,
/S/Robert Cann
Robert Cann, P. Geo
Exhibit 99.15
CONSENT OF EXPERT
FILED BY EDGAR
March 10, 2017
United States Securities and Exchange Commission
Re: Entrée Gold Inc. – Form 40-F
I refer to scientific and technical information developed by Entrée Gold Inc. (the “Company”), which
I approved, or the preparation of which I supervised, in my capacity as a “qualified person” as defined
in National Instrument 43-101 – Standards of Disclosure for Mineral Projects, that is referenced in the
Annual Report on Form 40-F dated March 10, 2017 for the year ended December 31, 2016 (the
“Form 40-F”) (the “Technical Information”).
This letter is being filed as my consent to the use of my name and the Technical Information, and
summaries thereof (the “Summary Material”), in the Form 40-F, the Company’s Management
Discussion and Analysis for the year ended December 31, 2016 and in the Company’s Annual
Information Form for the year ended December 31, 2016 and any amendments thereto.
I hereby consent to the incorporation by reference in the Company's Registration Statements on Form
S-8 (Nos. 333-127062 and 333-182891) of the Summary Material concerning the Technical
Information and the reference to my name as set forth above in the Form 40-F.
Yours truly,
/S/Robert Cinits
Robert Cinits, P.Geo.
Entrée Gold Inc.
Vice President, Corporate Development
Exhibit 99.16
CONSENT OF EXPERT
FILED BY EDGAR
March 10, 2017
United States Securities and Exchange Commission
Re: Entrée Gold Inc. – Form 40-F
I refer to the report entitled “2017 Updated Preliminary Economic Assessment on the Ann Mason
Project Nevada, U.S.A.” with an effective date of March 3, 2017 (the “Report”) as referenced in the
Annual Report on Form 40-F dated March 10, 2017 for the year ended December 31, 2016 (the
“Form 40-F”) of Entrée Gold Inc. (the “Company”), which is to be filed with the United States
Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
This letter is being filed as my consent to the use of my name and the Report, and summaries thereof
(the “Summary Material”), in the Form 40-F and in the Company’s Annual Information Form for
the year ended December 31, 2016 and any amendments thereto.
I hereby consent to the incorporation by reference in the Company's Registration Statements on Form
S-8 (Nos. 333-127062 and 333-182891) of the Summary Material concerning the Report and the
reference to my name as set forth above in the Form 40-F.
Yours truly,
/S/Pierre Desautels
Joseph Rosaire Pierre Desautels, P.Geo.
Exhibit 99.17
CONSENT OF EXPERT
FILED BY EDGAR
March 10, 2017
United States Securities and Exchange Commission
Re: Entrée Gold Inc. – Form 40-F
I refer to the report entitled “2017 Updated Preliminary Economic Assessment on the Ann Mason Project
Nevada, U.S.A.” with an effective date of March 3, 2017 (the “Report”) as referenced in the Annual
Report on Form 40-F dated March 10, 2017 for the year ended December 31, 2016 (the “Form 40-F”) of
Entrée Gold Inc. (the “Company”), which is to be filed with the United States Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended.
This letter is being filed as my consent to the use of my name and the Report, and summaries thereof (the
“Summary Material”), in the Form 40-F and in the Company’s Annual Information Form for the year
ended December 31, 2016 and any amendments thereto.
I hereby consent to the incorporation by reference in the Company's Registration Statements on Form S-8
(Nos. 333-127062 and 333-182891) of the Summary Material concerning the Report and the reference to
my name as set forth above in the Form 40-F.
Yours truly,
/S/Peter Oshust
Peter Oshust, P.Geo.