UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

 

Entrée Gold Inc.

(Name of Issuer)

 

 

 

Common Shares, without par value

(Title of class of securities)

 

29383G100

(CUSIP Number)

 

Ben Mathews Rio Tinto plc 2 Eastbourne Terrace London W2 6LG United Kingdom +44 (0) 20 7781 2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with copy to: Thomas B. Shropshire, Jr. Linklaters LLP One Silk Street London EC2Y 8HQ United Kingdom +44 (0) 20 7456 3223   April 17, 2012

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No.

29383G100

 

1		NAME OF REPORTING PERSON.   Rio Tinto plc
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ¨     (b)  x    (See Item 4)
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions)   WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   England and Wales
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   30,366,129 (see Items 3 and 5)
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   30,366,129 (see Items 3 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON   30,366,129 (see Items 3 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   23.6 per cent. (see Item 5)
14		TYPE OF REPORTING PERSON (see instructions)   HC, CO

 

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CUSIP No.

29383G100

 

1		NAME OF REPORTING PERSON.   Rio Tinto Exploration Canada Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ¨     (b)  x    (See Item 4)
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions)   AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   30,366,129 (see Items 3 and 5)
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   30,366,129 (see Items 3 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON   30,366,129 (see Items 3 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   23.6 per cent. (see Item 5)
14		TYPE OF REPORTING PERSON (see instructions)   CO

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Item 1. Security and Issuer.

This Amendment No. 4 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed by Rio Tinto plc (“Rio Tinto”) and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc. (“RTEC”), on July 8, 2005, and amended on July 27, 2007, November 26, 2007 and November 30, 2011 (as amended and supplemented, the “Schedule 13D”) with the Securities and Exchange Commission (the “SEC”), relating to the common shares, without par value (the “Common Shares”), of Entrée Gold Inc., a corporation continued under the laws of British Columbia (the “Company”). The Company’s principal offices are located at Suite 1201, 1166 Alberni Street, Vancouver, British Columbia, V6E 3Z3, Canada.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Schedule 13D is being filed by Rio Tinto, a public limited company incorporated under the laws of England and Wales, and RTEC, a company incorporated under the laws of Canada.

Rio Tinto, through its group companies, has mining operations around the world. RTEC is an indirect wholly owned subsidiary of Rio Tinto and its principal business is the discovery and acquisition of mineral resources in North and Central America.

The principal executive office of Rio Tinto is located at 2 Eastbourne Terrace, London, W2 6LG, United Kingdom. The principal executive office of RTEC is located at 118 Sherbrooke Street West, Montreal, Quebec, H3A 3G2, Canada.

The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of Rio Tinto and RTEC are set forth in Schedule A hereto and are incorporated by reference herein.

During the last five years, neither Rio Tinto nor RTEC nor, to the best of their knowledge, any of the persons listed in Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Rio Tinto and RTEC have entered into a Joint Filing Agreement, dated July 8, 2005, a copy of which is attached as Exhibit D, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

On January 4, 2012, RTEC elected to exercise in full its preemptive, anti-dilutive rights under Section 2.4 of the Equity Participation Agreement between the Company and RTEC dated June 17, 2005 (the “EPA”) with respect to the purchase of Common Shares of the Company pursuant to the exercise by the underwriters of their over-allotment option from the November 30, 2011 public offering of Common Shares of the Company. As a result, RTEC purchased 170,455 Common Shares of the Company at a price of C$1.25 per Common Share, for a total consideration of C$213,068. These shares were purchased using working capital of Rio Tinto. Following completion of the transaction, the Reporting Persons own 16,566,796 Common Shares (representing approximately 12.9% of the Company’s Common Shares).

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Financing package

On April 17, 2012, Rio Tinto, together with its affiliate Rio Tinto South East Asia Limited, entered into a memorandum of agreement (the “MOA”) with Ivanhoe Mines Ltd (“Ivanhoe”). Under the MOA, Rio Tinto and Ivanhoe entered into a comprehensive financing package comprised of (i) a standby commitment from Rio Tinto for a US$1.8 billion rights offering by Ivanhoe; and (ii) a US$1.5 billion bridge facility from Rio Tinto to Ivanhoe, in addition to the US$1.8 billion interim funding facility agreed to in December 2010.

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Board and management changes

Under the MOA, a new thirteen-member board of directors was formed, the majority of which will be independent directors comprised of (i) eleven Rio Tinto-nominated directors, six of which will be independent; and (ii) two directors nominated by Robert M Friedland, one of which will be independent. Seven Ivanhoe directors have stepped down and an interim board is in place until a new board is formed. In addition, Robert M Friedland has stepped down from the board and his role as CEO of Ivanhoe, as have the CFO and certain other senior executives.

As described in Item 5 below, the Reporting Persons may be deemed to have indirect beneficial ownership of approximately 23.6% of the Company’s Common Shares. Notwithstanding the matters discussed in this Schedule 13D, the Reporting Persons disclaim “group” status with Ivanhoe in respect of the Company and any interest (beneficial or otherwise) in respect of the Company’s securities.

Although the Reporting Persons have no present intention to acquire securities of the Company other than pursuant to the EPA, the Reporting Persons will consider from time to time acquiring additional securities of the Company as and when market conditions permit. As a result, the Reporting Persons expect to evaluate on an ongoing basis the Company’s financial condition, business, operations and prospects, the market price of the Company’s securities, conditions in the securities markets generally, general economic and industry conditions and other factors. The Reporting Persons reserve their rights to change their plans and intentions at any time.

Except as set forth in this Item 4 of this Schedule 13D, none of the Reporting Persons has any current plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. Notwithstanding the foregoing, the Reporting Persons reserve their rights in full to change their intentions with respect to any and all matters referred to in Item 4 of Schedule 13D as they deem appropriate.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

On January 4, 2012, as a result of the exercise of preemptive, anti-dilutive rights under the EPA, the Reporting Persons acquired 170,455 additional Common Shares of the Company pursuant to the exercise by the underwriters of their over-allotment option. Following completion of this transaction, the Reporting Persons currently own 16,566,796 Common Shares, representing approximately 12.9% of the Company’s Common Shares.

As at April 17, 2012, Rio Tinto owned approximately 51% of the common shares of Ivanhoe and Ivanhoe owned 13,799,333 Common Shares, representing approximately 10.7% of the Company’s Common Shares. Through the provisions of the MOA, Rio Tinto may be deemed to have indirect beneficial ownership of 30,366,129 Common Shares, representing approximately 23.6% of the Company’s Common Shares. Notwithstanding the matters discussed in this Schedule 13D, the Reporting Persons disclaim “group” status with Ivanhoe in respect of the Company and any interest (beneficial or otherwise) in respect of the Company’s securities.

The calculation of the percentage of the Company’s Common Shares beneficially owned by the Reporting Persons is based on 128,400,000 Common Shares outstanding as of February 28, 2012, as notified by the Company.

Each of the Reporting Persons is deemed to beneficially own the Common Shares and the percentage of outstanding Common Shares listed on the responses to Items 11 and 13, respectively, of the cover page of this Schedule 13D relating to such Reporting Person. In addition, the Common Shares deemed beneficially owned by each Reporting Person with respect to which such Reporting Person (i) has sole voting power, (ii) shares voting power, (iii) has sole dispositive power and (iv) shares dispositive power are listed in the responses to Items 7, 8, 9 and 10, respectively, of the cover page of this Schedule 13D relating to such Reporting Person.

Except as set forth in this Schedule 13D, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the persons listed in Schedule A, beneficially owns any Common Shares of the Company.

Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Item 4 is hereby incorporated by reference in this Item 6.

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Item 7. Materials to be Filed as Exhibits

 

Exhibit No.		Description
A		Equity Participation Agreement between Entrée Gold Inc. and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc. *
B		Subscription Agreement between Entrée Gold Inc. and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc. *
C		Subscription Agreement between Entrée Gold Inc. and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc. *
D		Joint Filing Agreement between Rio Tinto plc and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc.

 

*	Filed as an exhibit to the original Schedule 13D on July 8, 2005.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 20, 2012

 

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SCHEDULE A

The response set forth in Schedule A of the Schedule 13D is hereby amended and restated in its entirety with the information below:

Rio Tinto plc

Directors and Executive Officers

 

Name		Present Principal Occupation		Business Address		Citizenship
Directors
Jan du Plessis		Chairman of Rio Tinto		2 Eastbourne Terrace London W2 6LG United Kingdom		United Kingdom
Tom Albanese		Chief Executive of Rio Tinto		2 Eastbourne Terrace London W2 6LG United Kingdom		United States of America
Guy Elliott		Finance Director of Rio Tinto		2 Eastbourne Terrace London W2 6LG United Kingdom		United Kingdom
Sam Walsh		Chief Executive of the Iron Ore Group		120 Collins Street Melbourne Victoria 3000 Australia		Australia
Robert Brown		Company Director		1188 Sherbrooke Street West Montreal, Quebec H3A 3G2, Canada		Canada
Vivienne Cox		Company Director		2 Eastbourne Terrace London W2 6LG United Kingdom		United Kingdom
Mike Fitzpatrick		Company Director		120 Collins Street Melbourne Victoria 3000 Australia		Australia
Ann Godbehere		Company Director		2 Eastbourne Terrace London W2 6LG United Kingdom		Canada and United Kingdom
Richard Goodmanson		Company Director		2 Eastbourne Terrace London W2 6LG United Kingdom		United States of America
Andrew Gould		Chairman of Schlumberger Ltd.		2 Eastbourne Terrace London W2 6LG United Kingdom		United Kingdom
Lord Kerr		Company Director		2 Eastbourne Terrace London W2 6LG United Kingdom		United Kingdom
Christopher Lynch		Company Director		120 Collins Street Melbourne Victoria 3000 Australia		Australia
Paul Tellier		Company Director		1188 Sherbrooke Street West, Montreal, Quebec H3A 3G2, Canada		Canada
John Varley		Company Director		2 Eastbourne Terrace London W2 6LG United Kingdom		United Kingdom

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Name		Present Principal Occupation		Business Address		Citizenship
Executive Officers
Hugo Bagué		Group Executive, People and Organisation		2 Eastbourne Terrace London W2 6LG United Kingdom		Belgium
Preston Chiaro		Group Executive, Technology & Innovation		4700 Daybreak Parkway South Jordan, Utah 84095 United States		United States of America
Bret Clayton		Group Executive, Business Support and Operations		2 Eastbourne Terrace London W2 6LG United Kingdom		United States of America
Jacynthe Côté		Chief Executive of Rio Tinto Alcan		1188 Sherbrooke Street West Montreal, Quebec H3A 3G2, Canada		Canada
Andrew Harding		Chief Executive of Rio Tinto Copper		2 Eastbourne Terrace London W2 6LG United Kingdom		Australia
Harry Kenyon-Slaney		Chief Executive of Rio Tinto Diamonds & Minerals		2 Eastbourne Terrace London W2 6LG United Kingdom		United Kingdom
Doug Ritchie		Chief Executive of Rio Tinto Energy		3 West Tower 410 Ann Street Brisbane, QLD 4000 Australia		Australia
Debra Valentine		Group Executive, Legal and External Affairs		2 Eastbourne Terrace London W2 6LG United Kingdom		United States of America

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Rio Tinto Exploration Canada Inc.

Directors and Executive Officers

 

Name		Present Principal Occupation		Business Address		Citizenship
Directors
David S. Andrews		Exploration Director, Americas		224 North 2200 West Salt Lake City, UT 84116 USA		United Kingdom
Gary Hodgkinson		Manager, Exploration		Suite 354 200 Granville Street Vancouver BC V6C 1S4 Canada		South Africa
Stephen McIntosh		Head of Exploration		1 Research Avenue Bundoora VIC 3083 Australia		Ireland
Jocelin Paradis		Vice President Tax, Canada		1188 Sherbrooke Street West Montreal QC H3A 3G2 Canada		Canada
Justin Quigley		Commercial Manager		224 North 2200 West Salt Lake City, UT 84116 USA		United States of America
Shane Sullivan		General Manager Finance and Compliance		37 Belmont Avenue Belmont WA 6104 Australia		Australia
Executive Officers
David S. Andrews		Exploration Director, Americas		224 North 2200 West Salt Lake City, UT 84116 USA		United Kingdom
Chris Baldwin		Partner, Lawson Lundell		Suite 1600 Cathedral Place 925 West Georgia Street Vancouver BC V6C 3L2 Canada		Canada
Bernd Beyer		Regional Treasurer, Americas		1188 Sherbrooke Street West Montreal QC H3A 3G2 Canada		Canada
Jean Clemson		Regional Finance and Administration Manager		224 North 2200 West Salt Lake City, UT 84116 USA		United States of America
Gary Hodgkinson		Manager, Exploration		Suite 354 200 Granville Street Vancouver BC V6C 1S4 Canada		South Africa
Jocelin Paradis		Vice President Tax, Canada		1188 Sherbrooke Street West Montreal QC H3A 3G2 Canada		Canada
Julie Parent		Regional Head and Corporate Secretary, Americas		1188 Sherbrooke Street West Montreal QC H3A 3G2 Canada		Canada
Justin Quigley		Commercial Manager		224 North 2200 West Salt Lake City, UT 84116 USA		United States of America
Oliver Wolfensberger		Global Head of Treasury Operations		2 Eastbourne Terrace London W2 6LG United Kingdom		Switzerland and Australia

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EXHIBIT INDEX

 

Exhibit No.		Description
A		Equity Participation Agreement between Entrée Gold Inc. and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc.*
B		Subscription Agreement between Entrée Gold Inc. and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc.*
C		Subscription Agreement between Entrée Gold Inc. and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc.*
D		Joint Filing Agreement between Rio Tinto plc and Rio Tinto Exploration Canada Inc., formerly Kennecott Canada Exploration Inc.

 

*	Filed as an exhibit to the original Schedule 13D on July 8, 2005.