INVESTOR RELATIONS
AGREEMENT
THIS INVESTOR RELATIONS AGREEMENT is
made effective as of May 24, 2005.
BETWEEN:
ENTRéE GOLD INC.
, a British Columbia corporation
having an address for the conduct of business at Suite 1201, 1166
Alberni Street, Vancouver, BC, V6E 3Z3
(the “Company”
)
AND:
MARTIN ROBERT
GRIESDORF , a businessman
having an address for the conduct of business at 10 Endicott
Avenue, Marblehead, MA 01945
(the “Contractor”
)
WHEREAS:
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A.
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The Company is engaged in the acquisition and
exploration of mining properties;
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B. The
Company is a reporting issuer in British Columbia, Alberta and the
United States and its common shares are currently listed for
trading on the TSX Venture Exchange (the “TSX-V”
);
C. The
Company desires to retain the Contractor to perform the investor
relations services described in this Agreement (the
“Services” ) in the United States and the
Contractor has agreed to perform the Services for the Company on
the terms, and subject to the conditions, of this
Agreement.
NOW THEREFORE, for and in
consideration of the mutual covenants and promises set forth
herein, and for other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged by each, the
parties hereto agree as follows:
ARTICLE 1
APPOINTMENT AND AUTHORITY OF
CONTRACTOR
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1.1
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Appointment of Contractor
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The Company hereby appoints the
Contractor to perform the Services, which are described in Section
1.2 below, for the benefit of the Company and the Company hereby
authorizes the Contractor to do so during the term of this
Agreement. The Contractor accepts such appointment on the terms and
conditions herein set forth.
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1.2
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Description of the Services
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(a)
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The
Services shall consist of investor relations support in the United
States on an “as-needed” basis during the term of this
Agreement.
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D/JCU/718897.1
The appointment of the Contractor to
perform the Services is non-exclusive, and the Company may engage
other entities to assist with its corporate and investor relations.
In this regard, the Contractor will take such steps as are
necessary from time-to-time to co-ordinate its activities with the
Company and with any other entities performing investor relations
services for the Company to ensure there is no duplication of
services.
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1.4
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Independent Contractor
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The
Contractor shall:
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(a)
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at all times be subject to the direction of the
Company and shall keep the Company informed as to all matters
concerning the Contractor's activities; and
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(b)
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meet the performance standards that may be
reasonably prescribed by the Company from time to time. The Company
acknowledges that, since the Contractor is an independent
contractor and not an employee of the Company, the Contractor shall
have direction and control of the manner, methods, techniques and
procedures used by it and its agents and employees to perform the
services described herein.
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1.5
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Fiduciary Duty
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Because it will have access during
the term of this Agreement to sensitive and confidential
information of the Company, the Contractor shall, at all times
during the term of this Agreement, be loyal to the Company and act
in its best interests as a fiduciary of the Company.
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1.6
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Dissemination of Information
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The Contractor will not disseminate
or spread any false or misleading information regarding the Company
to any person. The Contractor will disseminate any news and
information which is specifically authorized in writing by the
Company. No act or omission by the Company will act to waive the
requirements of this Section 1.6.
At all times during the term hereof
the Contractor shall cause accurate books and records of all
expenditures made by it in connection with the activities being
performed for the Company under this Agreement to be kept and keep
all invoices receipts and vouchers relating thereto and permit the
Company or its authorized representatives to inspect, examine, copy
and conduct audits of such books and records.
To the extent that the Company
authorizes the Contractor to incur any expenses on its behalf, the
Contractor shall on or before the last day of each calendar month
during the term hereof, or if a Saturday, Sunday or holiday the
next following business day, render to the Company an itemized
statement and accounting for the previous calendar month, together
with such supporting documents as and when the Company may
reasonably require, of all expenses which the Company is obligated
by this Agreement to reimburse.
D/JCU/718897.1
The Contractor may not incur any
expenses in the name of the Company except those as are agreed to
in advance by the Company in writing from time-to-time. The
Contractor will immediately forward all invoices for pre-approved
expenses that were incurred on behalf of and in the name of the
Company and the Company agrees to pay said invoices directly on a
timely basis.
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1.9
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Authority of Contractor
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The Contractor shall have no right
or authority, express or implied, to commit or otherwise obligate
the Company in any manner whatsoever except to the extent
specifically authorized in writing by the Company during the term
of this Agreement.
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1.10
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Independent Contractor
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In performing its services
hereunder, the Contractor shall be an independent contractor and
not an employee or agent of the Company. Nothing in this Agreement
shall be deemed to require the Contractor to provide its services
exclusively to the Company and the Contractor hereby acknowledges
that the Company is not required and shall not be required to make
any remittances and payments required of employers by statute on
the Contractor's behalf and neither the Contractor nor any of its
agents o employees shall be entitled to the fringe benefits
provided by the Company to its employees.
ARTICLE 2
CONTRACTOR’S
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES
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2.1
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Contractor’s
Acknowledgements
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The Contractor acknowledges and agrees
that:
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(a)
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none of the Options, nor the common shares of
the Company that may be issued upon exercise of the Options
(collectively, the “Securities” ) have been
registered under the United States’ Securities Act of 1933
(the “1933 Act” ), under any state securities or
"blue sky" laws of any state of the United States, or under any
provincial securities laws, and, unless so registered, they may not
be offered or sold in the United States or to U.S. Persons, as that
term is defined in Regulation S promulgated under the 1933 Act (
"Regulation S" ), except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the 1933 Act and in each case only in accordance with any
applicable securities laws;
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(b)
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the Contractor acknowledges that the Company has
not undertaken the registration of, and will have no obligation to
register any of, the Securities under the 1933 Act;
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(c)
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by completing the U.S. Accredited Investor
Questionnaire (the “Questionnaire” ) provided to
the Contractor by the Company and submitting it to the Company, the
Contractor is representing and warranting that the Contractor is an
"Accredited Investor", as the term is defined in Regulation D under
the 1933 Act;
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(d)
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the decision to execute this Agreement and
acquire the Securities has not been based upon any oral or written
representation as to fact or otherwise made by or on behalf of the
Company, and such decision is based entirely upon a review of
information posted in the public record or such as may have
previously been obtained by the Contractor in its own due diligence
investigation of the Company and its business;
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D/JCU/718897.1
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(e)
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he will indemnify and hold harmless the Company
and, where applicable, its directors, officers, employees, agents,
advisors and shareholders from and against any and all loss,
liability, claim, damage and expense whatsoever (including, but not
limited to, any and all fees, costs and expenses whatsoever
reasonably incurred in investigating, preparing or defending
against any claim, lawsuit, administrative proceeding or
investigation whether commenced or threatened) arising out of or
based upon any representation or warranty of the Contractor
contained herein or in any document furnished by the Contractor to
the Company in connection herewith being untrue in any material
respect or any breach or failure by the Contractor to comply with
any covenant or agreement made by the Contractor to the Company in
connection therewith;
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(f)
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the issuance and sale of the Securities to the
Contractor will not be completed if it would be
unlawful;
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(g)
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he has been advised to consult his own legal,
tax and other advisors with respect to the merits and risks of an
investment in the Securities and with respect to applicable resale
restrictions and he is solely responsible (and the Company is not
in any way responsible) for compliance with applicable resale
restrictions;
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(h)
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the common shares of the Company are not listed
on any stock exchange in the United States or subject to quotation
in the United States and no representation has been made to the
Contractor that its common shares will become listed on any stock
exchange in the United States or subject to quotation on any
quotation system in the United States;
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(i)
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no securities commission or similar regulatory
authority has reviewed or passed on the merits of the
Securities;
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(j)
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there is no government or other insurance
covering the Securities;
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(k)
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there are risks associated with an investment in
the Securities, including the risk that the Contractor could lose
all of his investment;
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(l)
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the Contractor and the Contractor's advisor(s)
have had a reasonable opportunity to ask questions of and receive
answers from the Company in connection with the distribution of the
Shares hereunder, and to obtain additional information, to the
extent possessed or obtainable without unreasonable effort or
expense, necessary to verify the accuracy of the information about
the Company;
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(m)
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the Company will refuse to register any transfer
of the Securities not made in accordance with the provisions of
Regulation S, pursuant to an effective registration statement under
the 1933 Act or pursuant to an available exemption from the
registration requirements of the 1933 Act;
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(n)
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the statutory and regulatory basis for the
exemption claimed for the offer of the Options, although in
technical compliance with Regulation D, would not be available if
the offering is part of a plan or scheme to evade the registration
provisions of the 1933 Act; and
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(o)
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the Contractor has been advised to consult the
Contractor's own legal, tax and other advisors with respect to the
merits and risks of an investment in the Securities and
with
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D/JCU/718897.1
