Page 1 of 11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
(Amendment No. 1)
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Entrée Gold Inc. |
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(Name of Issuer) |
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Common Shares, without par value |
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(Title of Class of Securities) |
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29383G100 |
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(CUSIP Number) |
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Rio Tinto plc |
c/o Shannon Crompton |
Rio Tinto Services Inc. |
1343 South 1800 East |
Salt Lake City, UT 84108 |
(801) 583-6707 |
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(Name, Address and Telephone Number of Person Authorized |
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Copy to: |
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Christine A. Spillane |
Sullivan & Cromwell LLP |
1 New Fetter Lane |
London EC4A 1AN |
England |
011-44-207-959-8554 |
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June 27, 2007 |
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
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 or otherwise subject to the liabilities of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 11
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Name Of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) |
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Rio Tinto plc |
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2 |
Check the Appropriate Box if a Member of a Group |
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(See Instructions) |
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(b) |
¨ |
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SEC Use Only |
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4 |
SOURCE OF FUNDS (See Instructions) |
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WC |
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Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) |
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o |
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Citizenship or Place of Organization |
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England |
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NUMBER OF |
7 |
Sole Voting Power |
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0 |
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Shared Voting Power |
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12,613,841 |
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Sole Dispositive Power |
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0 |
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10 |
Shared Dispositive Power |
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12,613,841 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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12,613,841 |
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Check if the Aggregate Amount In Row (11) Excludes Certain Shares |
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(See Instructions) |
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o |
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Percent of Class Represented by Amount In Row (11) |
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16.3% |
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14 |
Type of Reporting Person (See Instructions) |
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HC, CO |
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Page 3 of 11
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1 |
Name Of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) |
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Kennecott Canada Exploration Inc. |
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2 |
Check the Appropriate Box if a Member of a Group |
(a) |
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(See Instructions) |
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(b) |
¨ |
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3 |
SEC Use Only |
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4 |
SOURCE OF FUNDS (See Instructions) |
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AF |
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5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) |
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Citizenship or Place of Organization |
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Canada |
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NUMBER OF |
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Sole Voting Power |
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0 |
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8 |
Shared Voting Power |
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12,613,841 |
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9 |
Sole Dispositive Power |
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0 |
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10 |
Shared Dispositive Power |
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12,613,841 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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12,613,841 |
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Check if the Aggregate Amount In Row (11) Excludes Certain Shares |
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(See Instructions) |
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o |
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13 |
Percent of Class Represented by Amount In Row (11) |
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16.3% |
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Type of Reporting Person (See Instructions) |
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CO |
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Page 4 of 11
This Amendment No. 1 amends and supplements the Schedule 13D (Schedule 13D) filed by the following entities (collectively referred to herein as the Reporting Persons, and each as a Reporting Person), filed with the U.S. Securities and Exchange Commission (SEC) on July 8, 2005:
Rio Tinto plc, a public limited company incorporated under the laws of England and Wales (Rio Tinto), is an international mining company with operations around the world. Rio Tintos principal executive offices are located at 6 St. Jamess Square, London, SW1Y 4LD, England.
Kennecott Canada Exploration Inc., a corporation incorporated under the laws of Canada and an indirect wholly owned subsidiary of Rio Tinto (Kennecott), is a mining company the principal business of which is the discovery and acquisition of mineral resources in North and Central America. Kennecotts principal offices are located at 200 Granville Street, Suite 354, Vancouver, British Columbia, V6C 1S4, Canada.
The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of the Reporting Persons are set forth in Schedule I hereto and are incorporated by reference herein.
During the last five years, neither of the Reporting Persons and, to the knowledge of each of the Reporting Persons, none of the persons listed in Schedule I hereto has been: (i) convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
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Item 3. |
Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following to the end of the third paragraph:
On June 27, 2007, the Reporting Persons exercised the warrants and, as a result, currently own 12,613,841 Common Shares (representing approximately 16.3% of the Companys Common Shares). Upon exercise of the warrants, the Reporting Persons acquired 3,153,460 Common Shares at a price of C$ 2.75 per Common Share and 3,153,460 Common Shares at a price of C$3.00 per Common Share, for a total consideration of C$ 18,132,395, which was funded from intergroup loans.
Page 5 of 11
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Item 5. |
Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following after the second sentence of the first paragraph:
On June 27, 2007, the Reporting Persons exercised the warrants and, as a result, currently own 12,613,841 Common Shares (representing approximately 16.3% of the Companys Common Shares).
Page 6 of 11
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
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Dated: June 28, 2007 |
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Rio Tinto plc |
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By: |
/s/ Anette Lawless |
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Name: Anette Lawless |
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Title: Secretary |
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Kennecott Canada Exploration Inc. |
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By: |
/s/ Shannon Crompton |
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Name: Shannon Crompton |
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Title: Assistant Secretary |
Page 7 of 11
Schedule I
Rio Tinto plc
Directors and Executive Officers
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Name |
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Present Business Address |
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Present Principal Occupation |
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Citizenship |
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Directors |
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Paul Skinner |
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6 St. Jamess Sq. |
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Chairman of Rio Tinto |
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British |
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Tom Albanese |
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6 St. Jamess Sq. |
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Chief Executive of Rio Tinto |
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United States of America |
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Guy Elliott |
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6 St. Jamess Sq. |
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Finance Director of Rio Tinto |
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British |
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Sir Rod Eddington |
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6 St. Jamess Sq. |
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Chairman of JP Morgan |
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Australian |
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Ashton Calvert |
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6 St. Jamess Sq. |
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Non-executive director of Rio Tinto |
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Australian |
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Sir David Clementi |
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6 St. Jamess Sq. |
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Chairman of Prudential plc |
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British |
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Vivienne Cox |
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6 St. Jamess Sq. |
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Executive Vice-President of BP plc |
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British |
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Mike Fitzpatrick |
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6 St. Jamess Sq. |
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Director of Squitchy Lane Holdings |
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Australian |
Page 8 of 11
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Name |
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Present Business Address |
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Present Principal Occupation |
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Citizenship |
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Richard Goodmanson |
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6 St. Jamess Sq. |
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Executive Vice-President and Chief Operating Officer of DuPont |
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United States of America |
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Andrew Gould |
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6 St. Jamess Sq. |
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Chairman and Chief Executive Officer of Schlumberger Ltd. |
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British |
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Lord Kerr |
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6 St. Jamess Sq. |
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Chairman of the Court and Council of Imperial College, London |
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British |
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David Mayhew |
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6 St. Jamess Sq. |
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Chairman of Cazenove Group plc |
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British |
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Sir Richard Sykes |
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6 St. Jamess Sq. |
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Director of Rio Tinto and director of Lonza Group Ltd. |
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British |
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Executive Officers |
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Bret Clayton |
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6 St. Jamess Sq. |
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Chief Executive of the Copper group at Rio Tinto |
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United States of America |
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Preston Chiaro |
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6 St. Jamess Sq. |
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Chief Executive of the Energy group |
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United States of America |
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Oscar Groeneveld |
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Level 33 |
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Chief Executive of the Aluminum group |
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Australian |
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Keith Johnson |
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6 St. Jamess Sq. |
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Group Executive Business Resources |
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British |
Page 9 of 11
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Name |
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Present Business Address |
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Present Principal Occupation |
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Citizenship |
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Andrew Mackenzie |
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6 St. Jamess Sq. |
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Chief Executive of the Diamonds and Minerals group |
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British |
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Grant Thorne |
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Comalco Place |
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Group Executive Technology and Innovation |
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Australian |
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Sam Walsh |
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6 St. Jamess Sq. |
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Chief Executive of the Iron Ore Group |
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Australian |
Page 10 of 11
Kennecott Canada Exploration Inc.
Directors and Executive Officers
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C. G. Baldwin |
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1600 Cathedral Place |
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Attorney Lawson Lundell |
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Canadian |
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I. Graham |
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200 Granville Street |
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Vice President Kennecott Canada Exploration Inc. |
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Canadian |
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M. L. Jutras |
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770 Sherbrooke Street |
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General Counsel and Secretary Rio Tinto Iron & Titanium Inc. |
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Canadian |
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J. V. Main |
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224 North 2200 West |
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President Kennecott Exploration Company |
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New Zealand |
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J. J. Quigley |
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224 North 2200 West |
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Vice President and Chief Legal Officer Kennecott Exploration Company |
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United States of |
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Executive Officers |
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J.V. Main |
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224 North 2200 West |
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President |
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New Zealand |
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I. Graham |
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200 Granville Street |
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Vice President |
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Canadian |
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D. Simpson |
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200 Granville Street |
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Vice President |
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United States of |
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J. J. Quigley |
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224 North 2200 West |
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Vice President and Chief Legal Officer |
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United States of |
Page 11 of 11
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M. D. Edmonds |
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8309 West 3595 |
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Chief Financial Officer |
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United States of |
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C.G. Baldwin |
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1600 Cathedral Place |
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Secretary |
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Canadian |
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S. S. Crompton |
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1343 South 1800 East |
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Assistant Secretary |
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United States of |
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J. R. Welch |
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8309 West 3595 |
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Treasurer |
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United States of |
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C. J. Wykstra |
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8309 West 3595 |
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Assistant Treasurer |
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United States of |