Entree Gold Annual General and Special Meeting 2017 Presentation
1. TSX: ETG | NYSE MKT: EGI | FRANKFURT: EKA
Annual General & Special Meeting
Restructuring for
Success
May 1, 2017
2. This presentation 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. Forward-looking statements include, but are not limited to, statements with respect to corporate strategies and plans of Entrée Gold Inc. (“Entrée”) and its wholly-owned subsidiary Mason Resources Corp.
(“Mason Resources”); requirements for additional capital; uses of funds; the value and potential value of assets and the ability of Entrée and Mason Resources to maximize returns to shareholders; the spin-out Entrée’s
U.S. assets to Mason Resources and the listing of Mason Resources’ shares on a stock exchange; timing and approval for a spin-out of Entrée’s U.S. assets; potential financial and other benefits of spinning-out Entrée’s
U.S. assets; the future prices of copper, gold, molybdenum and silver; the estimation of mineral reserves and resources; the realization of mineral reserve and resource estimates; anticipated future production, capital
and operating costs, cash flows and mine life; the expected timing of first development production from Lift 1 of the Hugo North Extension deposit; capital, financing and project development risk; completion of a Pre-
Feasibility or Feasibility study on the Ann Mason Project; completion of an updated technical report on Entrée’s joint venture interest in Mongolia; a potential strategic development partner for Ann Mason; the potential
impact of future exploration results on Ann Mason mine design and economics; the potential development of Ann Mason; potential types of mining operations; construction and continued development of the Oyu Tolgoi
underground mine; potential size of a mineralized zone; potential expansion of mineralization; potential discovery of new mineralized zones; potential metallurgical recoveries and grades; plans for future exploration
and/or development programs and budgets; permitting time lines; anticipated business activities; proposed acquisitions and dispositions of assets; and future financial performance. While Entrée 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, local and global economic conditions, legal proceedings and negotiations and the environment in which Entrée will operate in the future, including 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 power source for the Oyu Tolgoi underground mine; the impact
of the delay in the funding and development of the Oyu Tolgoi underground mine; delays, and the costs which would result from delays, in the development of the underground mine; and production estimates and the
anticipated yearly production of copper, gold and silver at the Oyu Tolgoi underground mine. Other uncertainties and factors which could cause actual results to differ materially from future results expressed or implied by
forward-looking statements and information include, amongst others, Entrée not obtaining all necessary shareholder, securityholder, court and regulatory approvals of a spin-out of its U.S. assets into Mason Resources;
the market valuing Entrée and Mason Resources in a manner not anticipated by Entrée; unanticipated costs, expenses or liabilities; all conditions precedent to the plan of arrangement not being satisfied or waived and
the plan of arrangement not becoming effective; discrepancies between actual and estimated production, mineral reserves and resources and metallurgical recoveries; the size, grade and continuity of deposits not being
interpreted correctly from exploration results; the results of preliminary test work not being indicative of the results of future test work; fluctuations in commodity prices and demand; changing foreign exchange rates;
actions by Rio Tinto, Turquoise Hill Resources and/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 power, water, skilled labour, transportation and appropriate smelting and
refining arrangements; and misjudgements in the course of preparing forward-looking statements. In addition, there are also known and unknown risk factors which may cause the actual results, performances or
achievements of Entrée to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements and information. Such factors 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” in Entrée’s
most recently filed Management’s Discussion & Analysis and in the section entitled “Risk Factors” in Entrée’s Annual Information Form dated March 10, 2017, both available at www.sedar.com. 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. Except as required under applicable securities
legislation, Entrée undertakes no obligation to publicly update or revise forward-looking statements.
Entrée's exploration activities are under the supervision of Robert Cinits, P.Geo., Vice President, Corporate Development of Entrée. Mr. Cinits is a “qualified person” as defined in National Instrument 43-101- Standards of
Disclosure for Mineral Projects (“NI 43-101”). Mr. Cinits has approved the technical information in this presentation.
All minerals reserves and mineral resources have been calculated in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum and NI 43-101. Cautionary Note to United States
Investors: United States investors are advised that while the terms “Measured mineral resources”, “Indicated mineral resources” “Inferred mineral resources” and “Probable mineral reserves” are recognized and required
by Canadian regulations, the United States Securities and Exchange Commission (“SEC”) does not recognize them. United States investors are cautioned not to assume that any part or all of the mineral deposits in
these categories will ever be upgraded to a higher category, or converted into mineral reserves. Inferred mineral resources have a great amount of uncertainty as to their existence, and as to their economic and legal
feasibility. Under Canadian rules, estimates of Inferred mineral resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of an
Inferred mineral resource exists, or is economically or legally minable. Disclosure of “contained ounces” is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report
mineralization that does not constitute reserves as in place tonnage and grade without reference to unit measures. Accordingly, information contained in this presentation containing descriptions of the Company’s
mineral properties 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.
The information in this presentation is for informational purposes only. Readers should not rely on the information for any purpose other than to gain general knowledge of Entrée. This information is not intended to be,
and should not be construed as, part of an offering or solicitation of securities.
For additional information regarding the Entrée/Oyu Tolgoi Joint Venture property, see the technical report titled “Lookout Hill Feasibility Study Update” dated March 29, 2016 (“LHTR16”) prepared by OreWin Pty Ltd, a
copy of which is available on SEDAR at www.sedar.com. For additional information regarding the Ann Mason Project, see the technical report titled “2017 Updated Preliminary Economic Assessment on the Ann Mason
Project, Nevada, U.S.A.”, with an effective date of March 3, 2017 prepared by AGP Mining Consultants Inc. and Amec Foster Wheeler Americas Limited, a copy of which is available on SEDAR at www.sedar.com.
Cautionary Statement
2
3. Entrée Gold Inc.- At a Glance
3
ETGEGI EKA
C$0.94/$0.29
(TSX)
$US Treasury
$17.6 million
(as of March 31, 2017)
Market
Capitalization
~C$110 million
(as of April 28, 2017)
Capital
Structure
173 million
Issued and Outstanding
190 million
Fully Diluted
52 Week
High/Low
Entrée currently sits within a unique group of junior explorers and
miners who have all of the attributes necessary for success as
market conditions improve.
4. 4
.
Entrée/Oyu Tolgoi JVAnn Mason
Early Stage Projects
Advanced Development Projects
NSR Royalty
Lordsburg
Canariaco
(royalty)
Blue Rose
Entrée/Oyu Tolgoi Joint Venture in Mongolia
• Oyu Tolgoi is one of the world’s most important new copper-gold mines. With a unique
carried interest an integral part of the Oyu Tolgoi project, Entrée is well-positioned for
success
Ann Mason Cu-Mo Project in Yerington, Nevada
• Fourth largest undeveloped copper porphyry resource in Canada/USA. Development-
stage projects with positive economics and located in top global mining jurisdictions are
exceptionally hard to find and are increasing in value as copper prices rise
Blue Sky Exploration Targets
• Highly prospective, earlier-stage copper targets around Ann Mason and an exciting copper-
gold porphyry discovery at Lordsburg in New Mexico, USA
Quality Assets - Entrée’s Competitive Advantage
5. 5
Key Activities and Milestones 2016/17
Amendment to Sandstorm Equity Participation and Funding Agreement
March 2016
All cash now unrestricted
Reduced future metals stream obligations
Major cost reduction program completed Q2 2016
Review of Entrée’s corporate strategy completed 2016
Ongoing evaluation of quality assets in desirable jurisdictions
Ongoing discussions on accretive corporate transactions
Total expenditures in 2016 of US$4.0 M including US$0.6 M in one-off
rightsizing costs
Combined Entrée/Mason 2017 expenditure target of US$3.5 M, including
Entrée/Oyu Tolgoi JV property technical report (US$0.3 M) and one-time
restructuring costs (US$0.35 M)
Corporate Highlights
6. 6
Key Activities and Milestones 2016/17
Announcement of US projects spin-out plan in Q4 2016
Announcement of non-brokered C$6.97 M private placement in Q4 2016
Closing of over subscribed non-brokered private placement raising a
total of C$7.6 M – completed in-house and saved approximately C$0.6 M
in broker commissions and legal fees
Formal Board decision to proceed with spin-out of US assets in February
2017 post successful financing
Spin-out Arrangement documents filed and mailed to security holders in
March 2017
Annual General and Special Meeting May 1st – next step is Court
approval with Arrangement expected to be live on May 9, 2017
Entrée share price impacted for most of 2016 by Caisse de Dépôt selloff
of non-Quebec junior miners (TRQ position sold in 2015)
Corporate Highlights (Con’t)
7. 7
Key Activities and Milestones 2016/2017
Updated Feasibility study for Oyu Tolgoi (OT) Lift 1 completed by OTLLC
in May 2016
All final permits for OT underground development issued in May 2016
Formal decision to recommence OT Lift 1 development work announced
by Rio Tinto and TRQ in Q2 2016
Mongolian general elections in June 2016
Physical recommencement of development work for Lift 1 in Q3 2016
Entrée continues to engage with Rio Tinto and OTLLC to acquire all data
needed to complete an updated technical report, including Lift 1 reserve
update for Hugo North Extension and a Life-of-Mine PEA for Hugo North
Extension Lift 2 and Heruga
Entrée met with Mongolian Minister for Mining and Heavy Industry, and
Chairman of the Mineral Resources and Petroleum Authority in Q4 2016
and again in Canada in Q1 2017
Corporate Development
Entrée/Oyu Tolgoi Joint Venture
8. 8
Key Activities and Milestones 2016/2017
PFS level metallurgical test work for Ann Mason completed in Feb 2016.
Results are now incorporated into updated 2017 PEA
Continue to seek strategic partners with a significant increase in
inbound enquiries in Q1 2017
All historic drill site rehabilitation completed in Q3 2016 and
environmental baseline studies ongoing
Exploration for shallow oxide/sulphide copper mineralization continued
throughout 2016 with a number of new high priority targets identified
Positive Waters of the US/Wetlands jurisdictional determination from the
US Army Corp of Engineers in April 2016 that Ann Mason does not
require a permit under Section 404 of the Clean Water Act. This is a key
differentiator of Ann Mason from other similar US-based projects
Freeport extending Quaterra option agreement a sign of confidence in
Yerington district
Entrée US – Ann Mason
9. The Arrangement - Restructuring for Success
9
.
Entrée Resources will hold the Entrée/Oyu Tolgoi JV interest and non-US assets
US assets will be spun out into a separate public vehicle called Mason
Resources Corp.
Management team will initially manage both entities ensuring low overhead cost
performance is maintained
Entrée/Oyu Tolgoi JVAnn Mason
Lordsburg
Candente
Royalty Blue Rose
JV/Royalty
Mason Resources
Entrée Resources
Entrée shareholders could benefit from corporate restructuring:
10. Entrée Resources - Entrée/Oyu Tolgoi Joint Venture
10
Joint venture between Entrée Resources and Oyu Tolgoi LLC (OTLLC)
The Entrée/Oyu Tolgoi JV property is an integral part of the world-class Oyu
Tolgoi copper-gold mine
JV property includes a portion of the Hugo North and Heruga porphyry
deposits
• Significant exploration potential in a ~26 km long trend of porphyry mineralization
• Hugo North is open on the JV property to the north and at depth
Hugo North Extension* Heruga*
Probable
Mineral
Reserves**
35 Mt @ 1.59% Cu, 0.55 g/t Au
---
Measured
and
Indicated
Resources**
129 Mt @ 1.65% Cu, 0.55 g/t
Au
(1.99% CuEq)***
---
Inferred
Resources**
179 Mt @ 0.99% Cu, 0.34 g/t
Au (1.20% CuEq)***
1.7 bn tonnes @ 0.39% Cu,
0.37 g/t Au, 0.01% Mo
(0.64% CuEq)***
Mineral Resources and Reserves
* Entrée has a 20% carried interest in the Hugo North Extension and Heruga resources and reserves
** The mineral reserves are not additive to the mineral resources.
*** CuEq calculated using assumed metal prices of US$3.01/lb Cu, US$1,250/oz Au, US$20.37/oz Ag,
and US$11.90/lb Mo; metallurgical recoveries are considered in the formulae.
11. Entrée Resources - Entrée/Oyu Tolgoi Joint Venture
11
A A’
*CuEq calculated using assumed metal prices of US$3.01/lb Cu, US$1,250/oz Au, US$20.37/oz Ag and US$11.90/lb Mo; metallurgical recoveries are considered in the
formulae.
Based on mineral resources reported in Turquoise Hill’s 2016 Technical Report, “Turquoise Hill Resources Ltd., Oyu Tolgoi, 2016 Oyu Tolgoi Technical Report,
October 2016.
Longitudinal Section A-A’
Highest grades
at Oyu Tolgoi
First development production on JV property expected in ~2021
~10% of all M+I Au oz and ~62% of all Inferred Au oz estimated in the entire Oyu Tolgoi
project occur on JV ground
~14% of the M+I CuEq* lbs and ~ 22% of all Inferred CuEq* lbs estimated at Hugo North
(including HNE) are on EJV ground
~94% of the Inferred CuEq* lbs estimated in the Heruga deposit are on the EJV ground
12. Priorities for Entrée Resources - Creating Value
12
The initial focus for Entrée Resources is to continue to de-risk and protect
its Entrée/Oyu Tolgoi Joint Venture interest while educating the market about
its true value
Near term priorities include:
• Rebranding: Entrée’s major asset is an integral part of the OT mine
• Completion of Life-of-Mine technical report to disclose preliminary economics
for the JV portion of Hugo North Lift 2 and Heruga
• Changing market perception of the JV risk profile
• Creating and assessing opportunities to crystallize value ahead of production
from the JV property
• Streamlining its JV interest
Existing sources of cash will likely be sufficient to fund Entree Resources through
to production on the Entrée/Oyu Tolgoi JV property.
13. Mason Resources Corp: North American Copper
1313
Ann Mason Cu/Mo Project
Fourth largest undeveloped
porphyry Cu resource in
Canada/USA
One of the world’s top 4 mining
jurisdictions
Strong community support
Excellent infrastructure
District consolidation potential
30% clean copper concentrate
No permit under Section 404 of the
Clean Water Act required
Well funded with US$8.75 M at
launch
Ann Mason is one of a very short list of advanced copper projects
not already held by a major company.
14. Priorities for Mason Resources Corp.
Multiple options for creating and crystallizing additional value
14
Ann Mason:
• Initiate a market awareness campaign to raise project profile
• Raise new capital/introduce a partner to take the project to PFS
• Evaluate district consolidation opportunities
• Hold the project for sale in rising investment market
• Progress high priority exploration targets
Lordsburg:
• Consider exploration program if market will reward such
• District consolidation with neighboring properties
• Introduce an exploration partner
• Consider merits of spending Mason Resources funds to improve valuation
Mason Resources Corp. would be an attractive participant in a capital markets
transaction
• Potential partners identified
With a strong treasury and significant optionality,
Mason Resources is very well positioned to benefit from the
Rising price of copper and scarcity of advanced copper development projects.
15. For more information, please contact:
Monica Hamm
Senior Manager, Investor Relations &
Corporate Communications
mhamm@entreegold.com
604-687-4777
www.entreegold.com
Editor's Notes
Head count reduced in all locations from 36 in Mid 2015 to 12 as at today.
Sandstorm
Of cash of 21.8 mill prior to amendment 13.6 was restricted giving available cash of 8.2 mill. After the Amendment we had free cash of 16.3 million. Also reduced future stream obligation.
Currently reviewing corporate strategy considering all options to increase shareh0lder value.
Management started reviewing costs and implementing cost savings in the second half of 2015. Expenditure for 2016 will be in the order of 3.4 million including one off remaining restructuring and Ann Mason PEA costs of $0.4 million. The target burn rate is likely to be below $3 million and we continue to identify more savings.
Head count reduced in all locations from 36 in Mid 2015 to 12 as at today.
Sandstorm
Of cash of 21.8 mill prior to amendment 13.6 was restricted giving available cash of 8.2 mill. After the Amendment we had free cash of 16.3 million. Also reduced future stream obligation.
Currently reviewing corporate strategy considering all options to increase shareh0lder value.
Management started reviewing costs and implementing cost savings in the second half of 2015. Expenditure for 2016 will be in the order of 3.4 million including one off remaining restructuring and Ann Mason PEA costs of $0.4 million. The target burn rate is likely to be below $3 million and we continue to identify more savings.
Very exciting year starting with the announcement of project finance in 2015.
TRQ and Rio Tinto followed up with an updated Feasibility study in early May and at the same time both Rio Tinto and TRQ announced that the Boards of Rio Tinto, TRQ and OTLLC had all made a final decision to commence underground development of lift one of the Hugo North orebody including the Hugo North extension on the Entrée/OT LLC Joint Venture property.
Jacobs enginnering and OTLLC signed an EPCM contract in June and while preparation has been ongoing work on the development will officially commence in July 2016
During this period Entrée has continued to engage with stakeholders using formal processes and also informally.
Infill drilling at An Mason was completed in the second half of 2015 and results incorporated into an updated resource. The updated resource was used in the updated Ann Mason Pea also completed in late 2015.
An update of metalurgical testwork was completed in February 2016 . Confirmed previously reported recovery and increased the grind size and lowered op cost.
A positive determination relating to the Clean Water Act was received in Q1 2016. A 404 permit for the project will not be required. this is an important outcome and will have a very positive impact on the permitting process.
Work in the immediate future at Ann Mason will be focused on reducing up front capital costs and low cost evaluation of shallow oxide and sulphide targets which could provide an early source of cashflow.