Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
August 08 2023 - 12:41PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on August 8, 2023
Registration No. 333-182891
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
NO. 1 TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENTRÉE RESOURCES
LTD.
(Exact name of Registrant as specified in its charter)
British Columbia |
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Not Applicable |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
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Suite 1650 – 1066 West Hastings Street
Vancouver, British Columbia, Canada |
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V6E 3X1 |
(Address of Principal Executive Offices) |
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(Zip Code) |
ENTRÉE GOLD INC. STOCK OPTION PLAN
(Full Title of the Plan)
National Registered Agents, Inc.
1015 15th Street, NW
Washington, DC 20005
(202) 572-3133
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
James Guttman
Dorsey & Whitney LLP
161 Bay Street, Suite 4310
Toronto, ON M5J 2S1
Telephone: (416) 367-7376
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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☐ |
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Accelerated filer |
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☒ |
Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE REGARDING DEREGISTRATION
This Post-Effective Amendment relates to the
Registration Statement on Form S-8 (File No. 333-182891) filed July 27, 2012 (the “Registration Statement”) by Entrée
Resources Ltd. (formerly Entrée Gold Inc.) (the “Registrant”) with the Securities and Exchange Commission pertaining
to the offering by the Registrant of up to 12,887,724 common shares of the Registrant issuable upon exercise of stock options under the
Entrée Gold Inc. Stock Option Plan.
In connection with the foregoing, the Registrant
has terminated any and all offerings of its securities pursuant to the Registration Statement. In accordance with an undertaking contained
in the Registration Statement to remove from registration by means of this post-effective amendment any of the securities registered under
the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration all
of its securities registered but unsold under the Registration Statement as at the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this post-effective
amendment on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Vancouver, British Columbia, on this 8th day of August, 2023.
ENTRÉE RESOURCES LTD. |
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By: |
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/s/ Stephen Scott |
Name: |
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Stephen Scott |
Title: |
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Chief Executive Officer |
No other person is required to sign this post-effective amendment
to the registration statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
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