UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
40-F
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o
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934
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OR
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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For
the fiscal year ended December 31, 2008
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Commission file number:
001-32570
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ENTRÉE
GOLD INC.
(Exact
Name of Registrant as Specified in its Charter)
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British
Columbia
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1040
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N/A
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(Province
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code)
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(I.R.S.
Employer Identification No.)
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Suite
1201 - 1166 Alberni Street
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Vancouver,
British Columbia, Canada V6E 3Z3
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(
604) 687-4777
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(Address
and Telephone Number of Registrant’s Principal Executive
Offices)
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National
Registered Agents, Inc.
1090
Vermont Avenue NW, Suite 910
Washington,
DC 20005
(888)
505-5229
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Copies
to:
Kenneth
G. Sam
Dorsey
& Whitney LLP
Republic
Plaza Building, Suite 4700
370
Seventeenth Street
Denver,
Colorado 80202
(303)
629-3445
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(Name,
address (including zip code) and telephone number (including area code) of
agent for service in the United
States)
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Securities
registered or to be registered pursuant to Section 12(b) of the
Act:
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Title of Each Class:
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Name of Each Exchange On Which
Registered:
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Common
Shares, no par value
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NYSE
Amex
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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:
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x Annual
Information Form
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x Audited Annual
Financial Statements
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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, 2008, 94,560,898 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 subject to such filing requirements for the past 90
days. x Yes o No
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.
Statements
concerning reserves and mineral resource estimates may also be deemed to
constitute forward-looking statements to the extent that they involve estimates
of the mineralization that will be encountered if the property is developed, and
in the case of mineral reserves, such statements reflect the conclusion based on
certain assumptions that the mineral deposit can be economically
exploited. Any statements that express or involve discussions with
respect to predictions, expectations, beliefs, plans, projections, objectives,
assumptions or future events or performance (often, but not always, using words
or phrases such as “expects” or “does not expect”, “is expected”, “anticipates”
or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that
certain actions, events or results “may”, “could”, “would”, “might” or “will” be
taken, occur or be achieved) are not statements of historical fact and may be
forward-looking statements. Forward-looking statements are subject to
a variety of known and unknown risks, uncertainties and other factors which
could cause actual events or results to differ from those expressed or implied
by the forward-looking statements, including, without limitation:
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risks
and uncertainties relating to the interpretation of drill results, the
geology, grade and continuity of mineral
deposits;
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results
of initial feasibility, pre-feasibility and feasibility studies, and the
possibility that future exploration, development or mining results will
not be consistent with the Company’s
expectations;
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mining
and development risks, including risks related to accidents, equipment
breakdowns, labor disputes or other unanticipated difficulties with or
interruptions in production;
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the
potential for delays in exploration or development activities or the
completion of feasibility studies;
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risks
related to the inherent uncertainty of production and cost estimates and
the potential for unexpected costs and
expenses;
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risks
related to commodity price
fluctuations;
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the
uncertainty of profitability based upon the Company’s history of
losses;
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risks
related to failure to obtain adequate financing on a timely basis and on
acceptable terms for the Company’s planned exploration and development
projects;
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risks
related to environmental regulation and
liability;
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risks
that the amounts reserved or allocated for environmental compliance,
reclamation, post-closure control measures, monitoring and on-going
maintenance may not be sufficient to cover such
costs;
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risks
related to tax assessments;
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risks
related to differences between U.S. and Canadian practices for reporting
resources and reserves;
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1
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risks
related to currency fluctuations;
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risks
related to governmental
regulations;
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uncertainty
in our ability to obtain and maintain certain permits necessary to our
current and anticipated operations;
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uncertainty
relating to our ability to attract and maintain qualified management to
meet the needs of our anticipated growth and risks relating to our ability
to manage our growth effectively;
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risks
related to our mineral properties being subject to prior unregistered
agreements, transfers, or claims and other defects in
title;
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risks
related to our history of losses, which we may continue to incur in the
future;
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risks
related to increased competition that could adversely affect our ability
to attract necessary capital funding or acquire suitable producing
properties for mineral exploration in the
future;
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risks
related to our officers and directors becoming associated with other
natural resource companies which may give rise to conflicts of
interests;
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political
and regulatory risks associated with mining development and exploration;
and
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other
risks and uncertainties related to the Company’s prospects, properties and
business strategy.
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This
list is not exhaustive of the factors that may affect our forward-looking
statements. Some of the important risks and uncertainties that could affect
forward-looking statements are described further in the exhibits attached to
this annual report on Form 40-F. Should one or more of these risks
and uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in the forward-looking
statements. Forward-looking statements are made based on management’s
beliefs, estimates and opinions on the date the statements are made, and the
Company undertakes no obligation to update forward-looking statements if these
beliefs, estimates and opinions or other circumstances should change, except as
required by law. Investors are cautioned against attributing undue
certainty to 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”), 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 Annual Information Form (“AIF”) filed as Exhibit 99.1 to this
annual report on Form 40-F has 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 1993, 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.
2
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 our 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.
CURRENCY
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 31, 2008, based upon the noon buying
rate in New York City for cable transfers payable in Canadian dollars as
certified for customs purposes by the Federal Reserve Bank of New York, was
U.S.$1.00 = Cdn.$1.2240.
ANNUAL
INFORMATION FORM
The
Company’s AIF for the fiscal year ended December 31, 2008 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, 2008 and 2007, 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.
TAX
MATTERS
Purchasing,
holding, or disposing of securities of the Registrant 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.
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, 2008, an evaluation was carried out under the supervision of, and
the 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) 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.
3
Management’s
Report on Internal Control over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act. A 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 financial statements for external
purposes in accordance with generally accepted accounting
principles
A
company’s internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements. It should be noted that
a control system, no matter how well conceived or operated, can only provide
reasonable assurance, not absolute assurance, that the objectives of the control
system are met. Also, 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 policies
and procedures may deteriorate.
Management,
including the CEO and CFO, assessed the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2008. In making
this assessment, management used the criteria set forth in the Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Based on its assessment, management has
concluded that, as of December 31, 2008, the Company’s internal control over
financial reporting was effective and no material weaknesses in the Company’s
internal control over financial reporting were discovered.
The
Company is required to provide an auditor’s attestation report on its internal
control over financial reporting for the fiscal year ended December 31,
2008. In this annual report, the Company’s independent registered
auditor, Davidson & Company LLP, must state its opinion as to the
effectiveness of the Company’s internal control over financial reporting for the
fiscal year ended December 31, 2008. Davidson & Company has
audited the Company’s financial statements included in this annual report on
Form 40-F and has issued an attestation report on the Company’s internal control
over financial reporting.
Auditor’s
Attestation Report
Davidson
& Company’s attestation report on the Company’s internal control over
financial reporting is included in the audit report filed with Exhibit 99.2 and is
incorporated by reference in this annual report on Form 40-F.
Changes
in Internal Control over Financial Reporting
Management
of the Company conducted an evaluation of the effectiveness of the Company’s
internal control over financial reporting as of December 31, 2007, which
identified material weaknesses in the Company’s control processes around
information technology systems. These weaknesses included inadequate
security, inadequate restricted access to systems and insufficient disaster
recovery plans. Management also identified material weaknesses in the
Company’s internal control processes over the accounting for income taxes,
including deferred tax assets and the availability of resource expenditures in
foreign jurisdictions. During the fiscal year ended December 31,
2008, management took steps to remedy all of the identified material
weaknesses. In particular, management increased the security of the
Company’s network, initiated a disaster recovery plan and utilized the services
of an external tax consultant to remedy the weaknesses in the Company’s income
tax process. Management assessed the effectiveness of the Company’s
internal control over financial reporting as of December 31, 2008, after all of
the changes to internal control over financial reporting had been
implemented. Management concluded that, as of December 31, 2008, the
Company’s internal control over financial reporting was effective and no
material weaknesses in the Company’s internal control over financial reporting
were discovered.
4
CORPORATE
GOVERNANCE
The
Company’s Board of Directors (the “Board of Directors”) is responsible for the
Company’s Corporate Governance policies and has separately designated standing
Compensation, Nominating and Audit Committees. The Board of Directors has
determined that all the members of the Compensation, Nominating, and Audit
Committees are independent, based on the criteria for independence and
unrelatedness prescribed by section 803 of the NYSE Amex 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 Michael Howard (chairman), Mark Bailey and Peter G.
Meredith. The Company’s CEO cannot be present during the Committee’s
deliberations or vote.
Corporate
Governance and Nominating Committee
The
Corporate Governance and Nominating Committee is appointed by the Board of
Directors to: (1) assist the Board, on an annual basis, by identifying
individuals qualified to become Board members, and to recommend to the Board the
director nominees for the next annual meeting of shareholders; (2) to assist the
Board in the event of any vacancy on the Board by identify individuals qualified
to become Board members, and to recommend to the Board qualified individuals to
fill any such vacancy; and (3) to recommend 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 (chairman), Michael
Howard and Peter G. Meredith.
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:
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Mark
Bailey:
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Mr.
Bailey is an exploration geologist with more than 27 years of industry
experience. Since 1995, he has been the President and Chief
Executive Officer of Minefinders Corporation Ltd. (“Minefinders”), a
precious metals mining company whose shares are listed for trading on the
Toronto Stock Exchange and the NYSE Amex. Minefinders has
discovered more than 4 million ounces of gold and 165 million ounces of
silver over the past six years. Before joining Minefinders, Mr.
Bailey held senior positions with Equinox Resources Inc. and Exxon
Minerals. Since 1984, Mr. Bailey has worked as a consulting
geologist with Mark H. Bailey & Associates LLC. Mr. Bailey
is a highly respected industry veteran, renowned for his technical
competence and strong ability to maximize exploration programs and
budgets. Mr. Bailey is also currently a director of Minefinders, Dynasty
Metals & Mining Inc. and Northern Lion Gold
Corp.
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5
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Michael
Howard:
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Mr.
Howard has been a director of the Company since May 16, 2007 and was
appointed non-executive Deputy Chairman on the same day. Mr.
Howard, the former leader of the Conservative Party in Britain and a
distinguished lawyer, has filled many government posts, including Home
Secretary, Secretary of State for Employment and Secretary of State for
the Environment. Since leaving office he was Shadow Foreign Secretary and
then Shadow Chancellor. Since 2005, Mr. Howard has been appointed to a
number of corporate boards and is currently a director of Northern Racing
Limited, Amteus plc, Helphire plc, and Offshield
Limited.
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Peter
Meredith:
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Mr.
Meredith has been a director of the Company since November 24,
2004. He was nominated by Ivanhoe Mines Ltd. as its
representative on the Company’s Board, as per the terms of an Equity
Participation and Earn-in Agreement effective November 9, 2004, between
the Company and Ivanhoe Mines Ltd. Mr. Meredith is a seasoned
executive with a strong background in corporate management and in key
facets of the mining industry, including exploration, mine construction,
financing and operations. Mr. Meredith is Ivanhoe Mines' deputy chairman,
overseeing the company's business development and corporate relations. He
joined the Ivanhoe Group in 1996 and was chief financial officer of
Ivanhoe Mines prior to his appointment as deputy chairman. He has been a
director of SouthGobi Energy Resources (formerly Asia Gold) since it went
public in December, 2003 and is its Chief Executive Officer. Mr. Meredith
is also currently a director of Great Canadian Gaming Corporation, Ivanhoe
Energy Inc., Ivanhoe Mines Ltd., and Ivanhoe Australia
Ltd. Prior to joining Ivanhoe, Mr. Meredith, a Chartered
Accountant and a Certified Management Accountant, was a partner and
director of Deloitte & Touche, one of the largest accounting and
management consulting firms in the world. Mr. Meredith has over 35 years
of experience as a business advisor, specializing in regulatory compliance
and corporate finance. He is also a member of the Canadian Institute of
Chartered
Accountants.
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In
the opinion of the Company’s Board of Directors, all members of the Audit
Committee are independent (as determined under Rule 10A-3 of the Exchange Act
and section 803 of the NYSE Amex Company Guide) and are financially
literate. The Audit Committee meets the composition requirements set
forth by section 803(B)(2) of NYSE Amex Company Guide.
The
members of the Audit Committee are appointed or reappointed on an annual basis
by the Board of Directors.
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 of Directors which independent registered public auditing firm
should be appointed by the Company. In addition, the Audit Committee
reviews and recommends to the Board of Directors 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 Exhibit
99.1 and incorporated by reference in this Annual Report on Form
40-F.
Audit
Committee Financial Expert
The
Company’s Board of Directors has determined that Peter Meredith qualifies as a
financial expert (as defined in Item 407 of Regulation S-K under the Exchange
Act) and is independent (as determined under Exchange Act Rule 10A-3 and section
803 of the NYSE Amex Company Guide).
6
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.
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2008
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2007
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Audit
Fees(1)
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$ | 192,775 | $ | 104,567 | ||||
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Audit
Related Fees(2)
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$ | 16,000 | ||||||
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Tax
Fees(3)
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31,478 | - | ||||||
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All
other fees
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- | - | ||||||
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Total:
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$ | 224,253 | $ | 120,567 | ||||
(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 US 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 financial statements that are not included in Audit Fees.
(3) Tax
compliance, taxation advice and tax planning for international
operations.
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, 2008 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, which was previously
filed with the SEC as Exhibit 14.1 to Form 10-KSB for the year ended December
31, 2004 and is incorporated herein by reference.
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.
During
the fiscal year ended December 31, 2008, 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.
7
CONTRACTUAL
OBLIGATIONS
The
following table lists as of December 31, 2008 information with respect to the
Company’s known contractual obligations.
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Less
than
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More
than
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|||||||||||||||||||
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1
Year
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1-3
Years
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3-5
Years
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5
Year
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Total
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||||||||||||||||
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Office
leases
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$ | 124,968 | $ | 106,644 | - | - | $ | 231,719 | ||||||||||||
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Total
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$ | 124,968 | $ | 106,644 | - | - | $ | 231,719 | ||||||||||||
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, 2008 concerning any equity security subject
to a blackout period under Rule 101 of Regulation BTR.
NYSE
AMEX CORPORATE GOVERNANCE
The
Company’s common shares are listed on the NYSE Amex. Section 110 of
the NYSE Amex Company Guide permits the NYSE Amex to consider the laws, customs
and practices of foreign issuers in relaxing certain NYSE Amex listing criteria,
and to grant exemptions from NYSE Amex 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 Amex standards
is as follows:
Shareholder Meeting Quorum
Requirement: The NYSE Amex 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 Amex 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 Amex 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.
|
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 Amex corporate
governance requirements on specific transactions under Section 110 of the NYSE
Amex Company Guide by providing written certification from independent local
counsel that the non-complying practice is not prohibited by our 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.
8
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.
9
EXHIBIT
INDEX
The
following exhibits have been filed as part of the Annual Report:
|
Exhibit
|
Description
|
|
|
Annual
Information
|
||
|
99.1
|
Annual
Information Form of the Company for the year ended December 31,
2008
|
|
|
99.2
|
The
following audited consolidated financial statements of the Company, are
exhibits to and form a part of this Report:
|
|
|
Independent
Registered Public Accounting Firm’s Report on Consolidated Financial
Statements and Attestation on Internal Control Over Financial
Reporting
|
||
|
Consolidated
Balance Sheets as of December 31, 2008 and 2007;
|
||
|
Consolidated
Statements of Operations and Comprehensive Loss for the years ended
December 31, 2008, 2007 and since inception (July 19, 1995 to
December 31, 2008);
|
||
|
Consolidated
Statement of Stockholders’ Equity since the Date of Inception, including
Balances as of July 19, 1995, April 30, 1996, April 30, 1997, April 30,
1998, April 30, 2000, April 30, 2001, April 30, 2002, April 30, 2003,
December 31, 2003, December 31, 2004, December 31, 2005, December 31,
2006, December 2007 and December 31, 2008
|
||
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2008, 2007 and
since inception (July 19, 1995 to December 31, 2008);
|
||
|
Notes
to Consolidated Financial Statements
|
||
|
99.3
|
Management
Discussion and Analysis
|
|
|
Certifications
|
||
|
99.4
|
Certificate
of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange
Act
|
|
|
99.5
|
Certificate
of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange
Act
|
|
|
99.6
|
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
|
|
|
99.7
|
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
|
|
|
Consents
|
||
|
99.8
|
Consent
of Davidson & Company LLP, Chartered
Accountants
|
|
|
99.9
|
*Consent
of John Vann, Quantitative Group (QG)
|
|
|
99.10
|
*Consent
of Scott Jackson, Quantitative Group (QG)
|
|
|
99.11
|
*Consent
of Dean David, GRD Minproc (Minproc)
|
|
|
99.12
|
*Consent
of Robert M. Cann
|
|
|
99.13
|
*Consent
of Harry Parker
|
|
|
99.14
|
*Consent
of James R. Foster
|
|
|
*
|
Consents
to be filed upon
amendment
|
|
10
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:
|
Gregory
G. Crowe
|
|
|
Name:
|
Gregory
G. Crowe
|
|
|
Title:
|
Chief
Executive
Officer
|
|
Date:
March 30,
2009
11