UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2011 • Entree Gold Inc • Gold and silver ores • Ontario
Contract Type FiledDecember 19th, 2011 Company Industry JurisdictionThe undersigned, Desjardins Securities Inc. (“Desjardins” or the “Lead Underwriter”), acting as sole bookrunner, National Bank Financial Inc., TD Securities Inc., Knight Capital Group (“Knight”) and Trapeze Capital Corp. (collectively, the “Underwriters”) understands that Entrée Gold Inc. (the “Company”) proposes to qualify the distribution of 10,000,000 Common Shares (as defined below) (individually a “Share” and, collectively, the “Shares”). The Underwriters hereby severally (and not jointly and severally) in their respective percentages set out in Section 9 herein, offer to purchase the Shares from the Company on and subject to the terms more particularly described below. The Company hereby grants an option for the purpose of covering the Underwriters’ over-allocation position (the “Over-Allotment Option”) to purchase up to an additional 1,500,000 common shares of the Company (the “Additional Shares”; the Shares and Additional Shares are collectively referred to as the “Offered Shar