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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

Entrée Gold Inc.

(Name of Issuer)

 

Common Shares, without par value

(Title of Class of Securities)

 

29383G100

(CUSIP Number)

 

 

Rio Tinto plc

c/o Shannon Crompton

Rio Tinto Services Inc.

1343 South 1800 East

Salt Lake City, UT 84108

(801) 583-6707

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

 

Copy to:

 

Christine A. Spillane

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN
England

011-44-207-959-8554

 

November 26, 2007

(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 [__].

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).

 

 


 

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1


Name Of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)

Rio Tinto plc

 

2

 

Check the Appropriate Box if a Member of a Group

(See Instructions)

 

(a)

(b)

 

o

o

 

3

 

SEC Use Only

 

4

 

SOURCE OF FUNDS (See Instructions)

WC

 

5

 

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)

 

 

o

 

6

 

Citizenship or Place of Organization

England

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH REPORTING

 

PERSON WITH

 

7

 

Sole Voting Power

0

 

8

 

Shared Voting Power

14,914,125

 

9

 

Sole Dispositive Power

        0

 

10

 

Shared Dispositive Power

14,914,125

 

 

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

14,914,125

 

12



Check if the Aggregate Amount In Row (11) Excludes Certain Shares
(
See Instructions)

 

 

o

 

13

 

Percent of Class Represented by Amount In Row (11)

15.9%

 

14

 

Type of Reporting Person (See Instructions)

HC, CO

 

 

 


 

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1


Name Of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)

Kennecott Canada Exploration Inc.

 

2

 

Check the Appropriate Box if a Member of a Group

(See Instructions)

 

(a)

(b)

 

o

o

 

3

 

SEC Use Only

 

4

 

SOURCE OF FUNDS (See Instructions)

AF

 

5

 

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)

 

 

o

 

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

14,914,125

 

9

 

Sole Dispositive Power

0

 

10

 

Shared Dispositive Power

14,914,125

 

 

11

 

Aggregate Amount Beneficially Owned by Each Reporting Person

14,914,125

 

12

Check if the Aggregate Amount In Row (11) Excludes Certain Shares

(See Instructions)

 

 

o

 

13

 

Percent of Class Represented by Amount In Row (11)

15.9%

 

14

 

Type of Reporting Person (See Instructions)

CO

 

 

 


 

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This Amendment No. 2 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”) with the U.S. Securities and Exchange Commission (“SEC”) on July 8, 2005, as amended and supplemented by Amendment No.1 filed with the SEC on July 27, 2007:

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 Tinto’s principal executive offices are located at 6 St. James’s 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. Kennecott’s 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.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of Schedule 13D is hereby amended and supplemented by adding the following additional paragraph after the fifth paragraph:

On November 9, 2007, Kennecott elected to exercise in full its preemptive, anti-dilutive rights under section 2.4 of the EPA with respect to the purchase of common shares of the Company by BMO Nesbitt Burns Inc., as underwriter. As a result, on November 26, 2007, Kennecott purchased 2,300,284 Common Shares of the Company at a price of C$3 per Common Share, for a total consideration of C$6,900,852. These shares were purchased using working capital of Rio Tinto. Following completion of the transaction, the Reporting Persons own

 

 

 


 

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14,914,125 Common Shares (representing approximately 15.9% of the Company’s Common Shares).

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and supplemented by deleting the third sentence of the first paragraph and by replacing the paragraph added to Item 5 by Amendment No. 1 with the following:

On June 27, 2007, the Reporting Persons exercised the warrants and, as a result, acquired 6,306,920 additional Common Shares of the Company. On November 26, 2007, as a result of the exercise of preemptive, anti-dilutive rights under the EPA, the Reporting Persons acquired 2,300,284 additional Common Shares of the Company. Following completion of these two transactions, the Reporting Persons currently own 14,914,125 Common Shares, representing approximately 15.9% of the Company’s Common Shares. The calculation of the percentage of the Company’s Common Shares beneficially owned by the Reporting Persons is based on 93,572,841 shares outstanding as of the date hereof, as notified by the Company.

 

 

 

 


 

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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.

Dated: November 26, 2007

 

 

Rio Tinto plc

 

By:

/s/ Ben Mathews                

 

Name:

Ben Mathews

 

Title:

Secretary

 

 

 

Kennecott Canada Exploration Inc.

 

 

By:

/s/ Shannon Crompton       

Name:

Shannon Crompton

 

Title:

Assistant Secretary

 

 

 


 

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Schedule I

 

Rio Tinto plc

Directors and Executive Officers

Name

Present Principal Occupation

Present Business Address

Citizenship

Directors

Paul Skinner

Chairman of Rio Tinto

6 St. James’s Square London SW1Y 4LD United Kingdom

United Kingdom

Tom Albanese

Chief Executive of Rio Tinto

6 St. James’s Square London SW1Y 4LD United Kingdom

United States of America

Guy Elliott

Finance Director of Rio Tinto

6 St. James’s Square London SW1Y 4LD United Kingdom

United Kingdom

Dick Evans

Chief Executive of Rio Tinto Alcan

1188 Sherbrooke Street West, Montreal, Quebec H3A 3G2, Canada

Canada

Sir David Clementi

Chairman of Prudential plc

6 St. James’s Square London SW1Y 4LD United Kingdom

United Kingdom

Vivienne Cox

Executive Vice-President of BP plc

6 St. James’s Square London SW1Y 4LD United Kingdom

United Kingdom

Sir Rod Eddington

Chairman of JPMorgan

6 St. James’s Square London SW1Y 4LD United Kingdom

Australia

Mike Fitzpatrick

Director of Squitchy Lane Holdings

6 St. James’s Square London SW1Y 4LD United Kingdom

Australia

 

 

 

 


 

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Yves Fortier

Non-executive director of Rio Tinto

1188 Sherbrooke Street West, Montreal, Quebec H3A 3G2, Canada

Canada

Richard Goodmanson

Executive Vice President and Chief Operating Officer of DuPont

6 St. James’s Square London SW1Y 4LD United Kingdom

United States of America

Andrew Gould

Chairman and Chief Executive Officer of Schlumberger Ltd.

6 St. James’s Square London SW1Y 4LD United Kingdom

United Kingdom

Lord Kerr

Chairman of the Court and Council of Imperial College, London

6 St. James’s Square London SW1Y 4LD United Kingdom

United Kingdom

David Mayhew

Chairman of Cazenove Group plc

6 St. James’s Square London SW1Y 4LD United Kingdom

United Kingdom

Sir Richard Sykes

Director of Rio Tinto and director of Lonza Group Ltd.

6 St. James’s Square London SW1Y 4LD United Kingdom

United Kingdom

Paul Tellier

Non-executive director of Rio Tinto

1188 Sherbrooke Street West, Montreal, Quebec H3A 3G2, Canada

Canada

Executive Officers

Preston Chiaro

Chief Executive of the Energy group and Minerals

6 St. James’s Square London SW1Y 4LD United Kingdom

United States of America

Bret Clayton

Chief Executive of the Copper group and Diamonds

6 St. James’s Square London SW1Y 4LD United Kingdom

United States of America

 

 

 

 


 

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Dick Evans

Chief Executive of the Aluminum group

1188 Sherbrooke Street West, Montreal, Quebec H3A 3G2, Canada

Canada

Eric Finlayson

Head of Exploration

6 St. James’s Square London SW1Y 4LD United Kingdom

United Kingdom

Keith Johnson

Group Executive, Business Resources

6 St. James’s Square London SW1Y 4LD United Kingdom

United Kingdom

Ben Mathews

Company Secretary

6 St. James’s Square London SW1Y 4LD United Kingdom

United Kingdom

Grant Thorne

Group Executive Technology and Innovation

Comalco Place

12 Creek Street

Brisbane

QLD 4000

Australia

Australia

Sam Walsh

Chief Executive of the Iron Ore Group

6 St. James’s Square London SW1Y 4LD United Kingdom

Australia

 

 

 

 

 


 

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Kennecott Canada Exploration Inc.

Directors and Executive Officers

 

Name

Present Principal Occupation

Present Business Address

Citizenship

C. G. Baldwin

Attorney Lawson Lundell

1600 Cathedral Place
925 West Georgia St.Vancouver, B.C.
V6C 3L2 CANADA

 

Canada

I. Graham

Vice President
Kennecott Canada Exploration Inc.

200 Granville Street
Suite 354
Vancouver, B.C.
V6C 1S4 CANADA

 

Canada

M. L. Jutras

General Counsel and Secretary
Rio Tinto Iron &
Titanium Inc.

770 Sherbrooke Street West, Suite 1800
Montreal, Quebec
H3A 1G1 CANADA

Canada


D. S. Andrews


President
Kennecott Exploration Company


224 North 2200 West
Salt Lake City, UT 84116
USA


United Kingdom


J. J. Quigley


Vice President and Chief Legal Officer
Kennecott Exploration Company


224 North 2200 West
Salt Lake City, UT 84116
USA


United States of America


S. M. Whiteford


Operating Officer

Kennecott Exploration Company


224 North 2200 West
Salt Lake City, UT 84116
USA


Canada

Executive Officers


D. S. Andrews


President


224 North 2200 West
Salt Lake City, UT 84116
USA

 


United Kingdom

I. Graham

Vice President

200 Granville Street
Suite 354
Vancouver, B.C.
V6C 1S4 CANADA

 

Canada

 

 

 


 

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D. F. Simpson

Vice President

200 Granville Street
Suite 354
Vancouver, B.C.
V6C 1S4 CANADA

United States of America

J. J. Quigley

Vice President and Chief Legal Officer

224 North 2200 West
Salt Lake City, UT 84116
USA

 

United States of America

S. M. Whiteford

Operating Officer

224 North 2200 West
Salt Lake City, UT 84116
USA

 

Canada

M. D. Edmonds

Chief Financial Officer

8309 West 3595 South

Magna, UT 84044

USA

United States of America

C.G. Baldwin

Secretary

1600 Cathedral Place
925 West Georgia St.
Vancouver, B.C.
V6C 3L2 CANADA

 

Canada

S. S. Crompton

Assistant Secretary

1343 South 1800 East
Salt Lake City, UT 84108
USA

United States of America

J. R. Welch

Treasurer

8309 West 3595 South

Magna, UT 84044
USA

United States of America

C. J. Wykstra

Assistant Treasurer

8309 West 3595 South

Magna, UT 84044

USA

United States of America