Exhibit 99.3
| PACIFIC HARBOUR CAPITAL LTD. |
|
9th Floor, 100 University Avenue |
Security Class
Holder Account Number
---
Fold
| Form of Proxy - Annual and Special Meeting to be held on September 27, 2010 |
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
| 1. | Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). |
| 2. | If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy. |
| 3. | This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. |
| 4. | If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder. |
| 5. | The securities represented by this proxy will be voted as directed by the holder, however; if such a direction is not made in respect of any matter or is unclear, this proxy will be voted as recommended by Management. |
| 6. | The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. |
| 7. | This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof. |
| 8. | This proxy should be read in conjunction with the accompanying documentation provided by Management. |
Proxies submitted must be received by 5:00 PM, Pacific Time, on September 22, 2010.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
| To Vote Using the Telephone | To Vote Using the Internet | |
| •Call the number listed BELOW from a touch tone telephone. | •Go to the following web site: www.investorvote.com | |
| 1-866-732-VOTE (8683) Toll Free |
If you vote by telephone or the Internet, DO NOT mail back this proxy.
Voting by mailmay be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.
Voting by mail or by Internetare the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
13AU10038.E.SEDAR/000001/000001/i
| + |
| + |
| Appointment of Proxyholder | ||||
| I/We being holder(s) of Entrée Gold Inc. hereby appoint: James Harris, or failing this person,Gregory Crowe, | OR | Print the name of the person you are appointing if this person is someone other than the Management designees. | ||
as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of shareholders of Pacific Harbour Capital Ltd. to be held at 1600 - 609 Granville Street, Vancouver, B.C, on Monday September 27, 2010 at 10:00 AM Pacific Time, and at any continuation, adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXTOVER THE BOXES.
| For | Against | ||||||||||
| 1.Number of Directors | ¨ | ¨ | |||||||||
| To set the number of Directors at six. | |||||||||||
| 2.Election of Directors | |||||||||||
| For | Withhold | For | Withhold | For | Withhold | ||||||
| 01. Paul Matysek | ¨ | ¨ | 02. Steven Dean | ¨ | ¨ | 03. John D. Reynolds | ¨ | ¨ | |||
| 04. Gregg Sedun | ¨ | ¨ | 05. Michael Reynolds | ¨ | ¨ | 06. Gordon Keep | ¨ | ¨ | |||
| For | Withhold | ||||||||||
| 3.Appointment of Auditors | ¨ | ¨ | |||||||||
| Appointment of Dale Matheson Carr-Hilton Labonte LLP, Chartered Accountants as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration. | |||||||||||
| For | Against | ||||||||||
| 4.Special Resolution to Adopt New Articles | ¨ | ¨ | |||||||||
| To adopt new Articles in substitution for the existing Articles of the Company. | |||||||||||
| For | Against | ||||||||||
| 5.Special Resolution to Increase Share Capital | ¨ | ¨ | |||||||||
| The number of shares of the Company authorized to be issued be increased to an unlimited number of common shares and an unlimited number of preferred shares, issuable in a series, in each case without nominal or par value. | |||||||||||
| For | Against | ||||||||||
| 6.Ordinary Resolution to Adopt Stock Option Plan | ¨ | ¨ | |||||||||
| To adopt a 10% rolling Stock Option Plan. | |||||||||||
---
Fold
| Authorized Signature(s) – This section must be completed for yourinstructions to be executed. | Signature(s) | Date | ||
| I/We authorize you to act in accordance with my/our instructions set out above. I/Wehereby revoke any proxy previously given with respect to the Meeting.If no votinginstructions are indicated above, this Proxy will be voted as recommended bythe Board of Directors. | DD/MM/YY | |||
 | 1 0 1 8 7 0 | A R 0 | + |