AI assistant
Entree Resources Ltd. Management Reports 2025
44288_rns_2025-05-08_0dcba188-4a65-4f18-ab3e-0346025255b6.pdf
Management Reports
Open in viewerOpens in your device viewer
ENTRÉE RESOURCES
Management's Discussion and Analysis
First Quarter Ended March 31, 2025
(Expressed in United States dollars, except per share amounts and where otherwise noted)
May 8, 2025
This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the condensed consolidated interim financial statements for the period ended March 31, 2025 and related notes thereto which have been prepared in accordance with IFRS 34, Interim Financial Reporting of the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, as well as the annual audited consolidated financial statements for the year ended December 31, 2024, which are in accordance with IFRS, and the related MD&A. References to "Entrée" and the "Company" are to Entrée Resources Ltd. and/or one or more of its wholly-owned subsidiaries. For further information on the Company, reference should be made to its continuous disclosure (including its most recently filed annual information form (“AIF”)), which is available on SEDAR+ at www.sedarplus.ca. Information is also available on the Company’s website at www.EntreeResourcesLtd.com. Information on risks associated with investing in the Company’s securities is contained in the Company’s most recently filed AIF. Technical and scientific information under National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) concerning the Company’s material property, including information about mineral resources and reserves, is contained in the Company’s most recently filed AIF and in its technical report titled "Entrée/Oyu Tolgoi Joint Venture Project, Mongolia, NI 43-101 Technical Report" with an effective date of October 8, 2021 prepared by Wood Canada Limited (“Wood”).
Q1 2025 HIGHLIGHTS
Arbitration and Entrée/Oyu Tolgoi JVA
- On December 19, 2024, a partial final award (the "Award") was made by the three-member international arbitration Tribunal appointed in connection with the Company’s binding arbitration proceedings against its joint venture partner Oyu Tolgoi LLC ("OTLLC") and Turquoise Hill Resources Ltd. (together, the "Respondents"). The Tribunal ruled in favor of the Company on all issues and dismissed the Respondents’ counterclaims.
- As the first step in the implementation of the Award, on February 3, 2025, the Company and OTLLC formally executed and delivered the Joint Venture Agreement appended to the amended 2004 Equity Participation and Earn-In Agreement between the parties. The Joint Venture Agreement (the "Entrée/Oyu Tolgoi JVA"), which has governed joint venture operations and the rights and obligations of the parties since the joint venture was formed in 2008, has an effective date of June 30, 2008, as amended on February 3, 2025.
- In conjunction with the formal execution and delivery of the Entrée/Oyu Tolgoi JVA, the Company assigned to OTLLC an 80% or 70% (depending on the depth of mineralization) beneficial interest in the area covered by the western portion of the Shivee Tolgoi mining licence (the "Shivee West Property"), which was previously 100% owned by the Company. The Entrée/Oyu Tolgoi JVA incorporates amended definitions of "Existing Licenses" and "Properties" to include the Shivee West Property for all purposes under the Entrée/Oyu Tolgoi JVA. The geographic area covered by the Shivee Tolgoi and Javkhlant mining licences is the "Entrée/Oyu Tolgoi JV Property".
- The Entrée/Oyu Tolgoi JVA requires OTLLC, as Manager, to hold title to the Shivee Tolgoi and Javkhlant mining licences (the "Licences") on behalf of the joint venture ("Entrée/Oyu Tolgoi JV") participants. On February 5, 2025, Entrée’s wholly owned subsidiary Entrée LLC and OTLLC duly executed and delivered License Transfer Agreements (the "License Transfer Agreements") to govern the transfer of the Licences from Entrée LLC to OTLLC as Manager.
- On February 11, 2025, the parties lodged the License Transfer Agreements and supporting documentation with the Mongolian tax authority for the assessment of tax on the transfer of the Licences in accordance with applicable laws of Mongolia as the next step in the implementation of the Award. Timely transfer of the Licences is required to minimize delays to Lift 1 Panel 1 lateral underground development work planned to be completed in 2025 at the Hugo North Extension deposit.
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
- Notwithstanding the formal execution of the Entrée/Oyu Tolgoi JVA, the Company and OTLLC have agreed the parties will continue to work towards potential conversion of the Entrée/Oyu Tolgoi JVA into a more effective agreement of equivalent economic value. The agreement would include a mechanism for the Company to fulfil any obligation under Mongolian law to share with the State up to 34% of its economic benefit from the area of the Licences. Unless and until the parties complete the potential conversion, future development work and mining on the Entrée/Oyu Tolgoi JV Property will be governed by the Entrée/Oyu Tolgoi JVA.
Entrée/Oyu Tolgoi JV Property Update
-
First Oyu Tolgoi Lift 1 Panel 1 underground development work on the Entrée/Oyu Tolgoi JV Property commenced in October 2024 in the southwest corner of the Hugo North Extension deposit ("HNE").
-
The work is part of the initial Panel 1 western ore handling truck chute design which, when completed, will include extraction level tipple development, which connects the truck chute chamber on the haulage level, and the supporting ventilation loop with the return air level.
- At March 31, 2025, OTLLC had completed 95 equivalent metres ("eqm") of lateral development work on the return air level. All development work was in rock classified as waste, and no saleable minerals, concentrates, metals or other saleable mineral end product were produced.
-
Plans to continue development work in 2025 in the southwest corner of HNE in line with the 2025 Oyu Tolgoi Mine Plan approved by the Mineral Resources and Petroleum Authority of Mongolia ("MRPAM") are contingent upon the resolution of certain outstanding issues, including the transfer of the Licences from Entrée LLC to OTLLC as Manager of the Entrée/Oyu Tolgoi JV.
-
As at March 31, 2025, 5,031.6 metres of surface drilling in eight holes had been completed under the 2024 HNE in-fill diamond drilling program. One additional surface hole is currently in progress. A total of 6,566.88 metres of underground drilling on the Shivee Tolgoi mining licence had also been completed in 27 underground holes. The 2024 drilling program will support the Lift 2 Panel 1 Pre-Feasibility Study and the updated resource model for Hugo North (including HNE), which will include Lift 2 mineralization.
- For 2025, the Entrée/Oyu Tolgoi JV Management Committee approved an in-fill diamond drilling program at HNE comprised of ~8,329 metres on the Shivee Tolgoi mining licence in 19 underground holes and five surface holes totaling ~9,050 metres. As at March 31, 2025, 349.7 metres of drilling on the Shivee Tolgoi mining licence in one underground hole had been completed. The 2025 drilling program is intended to focus on gaps in the geological model.
- In the first quarter 2025, the Company continued to announce new analytical results from deposit and regional diamond drilling programs conducted by OTLLC between 2022 and 2024. See the Company's press release dated February 27, 2025, available on SEDAR+ at www.sedarplus.ca, OTC Markets at www.otcmarkets.com and on the Company's website at www.EntreeResourcesLtd.com. Additional results will be reported by the Company as they become available from OTLLC.
Oyu Tolgoi Underground Development Update
The Oyu Tolgoi project in Mongolia includes two separate land holdings: the Oyu Tolgoi mining licence, which is held by OTLLC and the Entrée/Oyu Tolgoi JV Property, which is a joint venture between Entrée and OTLLC. Rio Tinto International Holdings Ltd. ("Rio Tinto") owns 66% of OTLLC and is the manager of operations at Oyu Tolgoi (see "Overview of Business" below). On April 16, 2025, Rio Tinto announced that Oyu Tolgoi achieved record copper production in March in line with the Lift 1 underground mine ramp-up plan. Oyu Tolgoi is set to become the world's fourth largest copper mine by 2030 with the operation expected to deliver average mined copper production of ~500 ktpa between 2028 and 2036. Refer to Rio Tinto's press release dated April 16, 2025, titled "Rio Tinto releases first quarter 2025 production results" available on its website at www.riotinto.com for further details.
- March 2025 was a record production month as the Lift 1 Panel 0 underground mine on OTLLC's Oyu Tolgoi mining licence continued to set material handling records achieving an average of 28 ktpd and record highs of 45 ktpd.
- Year-on-year, the project is on track for a greater than 50% increase in production, with growth weighted to the second half of the year when the concentrator conversion is fully commissioned and primary crusher 2 is complete.
Page 2
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
- The conveyor to surface system, which is able to transport ore to the concentrator from a depth of 1,300 metres, is now fully operational and providing the necessary material handling capability to support the Lift 1 underground mining ramp-up.
- The floatation priority works for the concentrator conversion are now commissioned, with the remaining works to be completed through the second quarter 2025.
- Construction of primary crusher 2 is progressing to plan and remains on track to be completed during the fourth quarter 2025.
- The Mongolian regulatory acceptance process for OTLLC's 2023 Oyu Tolgoi Feasibility Study ("OTFS23") for the Lift 1 underground mine is ongoing. The Lift 1 underground mine incorporates the development of three panels (Panels 0, 1, and 2). The HNE deposit on the Entrée/Oyu Tolgoi JV Property is located at the northern portion of Panel 1.
- Rio Tinto is intensifying its work with all stakeholders towards a longer-term solution for mining the Entrée/Oyu Tolgoi JV Property, including HNE Lift 1.
Corporate
- For the Q1 2025 period, the Company's operating loss was $0.6 million compared to $1.1 million in Q1 2024. The decrease was due to higher legal costs in 2024 for both commercial negotiations with OTLLC and Rio Tinto and the arbitration proceedings.
- For the Q1 2025 period, the operating cash outflow before changes in non-cash working capital items was $0.6 million compared to $1.0 million in Q1 2024.
- As at March 31, 2025, the cash balance was $5.8 million and the working capital balance was $5.9 million.
- On January 24, 2025, the Company closed a non-brokered private placement issuing 2,577,700 units at a price of C$2.21 per unit for aggregate gross proceeds of C$5.7 million ($4.0 million).
OUTLOOK AND STRATEGY
The Company's primary objective is to fully implement the Award and affect the transfer of the Licences from the Company's Mongolian subsidiary Entrée LLC to OTLLC in accordance with applicable laws of Mongolia. Under the terms of the Entrée/Oyu Tolgoi JVA, the Manager (OTLLC) is required to hold all assets, including the Licences, on behalf of the Entrée/Oyu Tolgoi JV participants. Transfer of the Licences to OTLLC, as Manager and owner of an 80% or 70% participating interest in the Entrée/Oyu Tolgoi JV Property, is necessary to maximize operational efficiencies, provide certainty with respect to taxes and royalties, and minimize delays to Lift 1 Panel 1 lateral development work planned to be completed in 2025 at HNE.
Following the Award, the Company and OTLLC formally executed and delivered the Entrée/Oyu Tolgoi JVA. License Transfer Agreements were then finalized and executed by Entrée LLC and OTLLC and submitted with supporting documentation to the Mongolian tax authority for the assessment of tax on the transfer of the Licences. Taxes must be assessed by the Mongolian tax authority and paid before the License Transfer Agreements and other documentation necessary to affect the transfer of the Licences may be submitted to MRPAM. In conjunction with the transfer of the Licences to OTLLC, corporate income tax at a rate of 10% of the value of the Licences (with certain deductions allowed) will be assessed. The methodology to determine the value of the Licences for corporate income tax purposes is set out in Decree No. 302 passed by the Minister of Finance on December 31, 2019. As part of the Award, the Tribunal issued a final and binding declaration that all fees and taxes assessed on the transfer of the Licences pursuant to applicable laws of Mongolia will be for the account of the Entrée/Oyu Tolgoi JV, with OTLLC contributing the Company's 20% share as a loan under Section 10.1 of the Entrée/Oyu Tolgoi JVA.
The Tribunal reserved Entrée's claims for specific performance, and in the alternative equitable damages, and the issue of costs, to a subsequent award, if necessary.
Notwithstanding the formal execution of the Entrée/Oyu Tolgoi JVA that governs development work and mining on the Entrée/Oyu Tolgoi JV Property, the Company and OTLLC remain committed to working towards the potential conversion of the Entrée/Oyu Tolgoi JVA into a more effective agreement of equivalent economic value. The agreement would include a mechanism for the Company to fulfil any obligation under Mongolian law to share with the
Page 3
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
State up to 34% of its economic benefit from the area of the Licences. Conversion of the Entrée/Oyu Tolgoi JVA would be subject to Toronto Stock Exchange ("TSX") acceptance and the requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") applicable to a related party transaction.
The Minerals Law of Mongolia provides the State may share in up to 34% of the economic benefit derived from exploitation of a mineral deposit of strategic importance (a "Strategic Deposit") where proven reserves were determined through funding sources other than the State budget. The Shivee Tolgoi mining licence (including the HNE copper-gold deposit) and the Javkhlant mining licence (including the Heruga copper-gold-molybdenum deposit) are within the boundaries of the Oyu Tolgoi group of deposits. The Oyu Tolgoi group of deposits were classified a Strategic Deposit by Resolution No. 27 dated February 6, 2007, adopted by the Parliament of Mongolia.
If the Company's primary objective of fully implementing the Award and affecting the transfer of the Licences to OTLLC is not achieved in the near term, future lateral development work on the Entrée/Oyu Tolgoi JV Property could be delayed. See "Critical Accounting Estimates, Risks and Uncertainties" below.
OVERVIEW OF BUSINESS
Entrée is a mineral resource company with interests in development and exploration properties in Mongolia, Peru and Australia.
The Company's principal asset is its interest in the Entrée/Oyu Tolgoi JV Property – a carried 20% participating interest in two of the Oyu Tolgoi project deposits, and a carried 20% or 30% participating interest (depending on the depth of mineralization) in the surrounding large, underexplored, highly prospective land package located in the South Gobi region of Mongolia. Entrée's joint venture partner, OTLLC, holds the remaining participating interest.
The Oyu Tolgoi project includes two separate land holdings: the Oyu Tolgoi mining licence, which is held by OTLLC (66% Rio Tinto and 34% the State of Mongolia), and the Entrée/Oyu Tolgoi JV Property, a significant component of the overall project that is under joint venture partnership between OTLLC and Entrée. The Entrée/Oyu Tolgoi JV Property (see Figure 1 below) comprises the Shivee Tolgoi and Javkhlant mining licences, which surround the Oyu Tolgoi mining licence. The Licences are held by the Company's wholly owned subsidiary Entrée LLC on behalf of the Entrée/Oyu Tolgoi JV participants. Under the Entrée/Oyu Tolgoi JVA, Entrée has a 20% participating interest with respect to mineralization extracted from deeper than 560 metres below surface and a 30% participating interest with respect to mineralization extracted from above 560 metres depth.
The Entrée/Oyu Tolgoi JV Property includes the Hugo North Extension (HNE) copper-gold deposit and the majority of the Heruga copper-gold-molybdenum deposit. The resources at Hugo North Extension include a Probable reserve, which is part of the first lift ("Lift 1") of the Oyu Tolgoi underground block cave mining operation. When the Lift 1 underground reaches peak production by ~2030, Oyu Tolgoi is expected to be the fourth largest copper mine in the world.
The Company's corporate headquarters are located in Vancouver, British Columbia, Canada. Field operations are conducted out of local offices in Mongolia.
As at March 31, 2025 and the date of this MD&A, Rio Tinto beneficially owns 32,788,629 common shares, or 15.8% of the outstanding shares of the Company. As at March 31, 2025 and the date of this MD&A, Horizon Copper Corp. beneficially owns 50,297,717 common shares, or 24.25% of the outstanding shares of the Company and holds nontransferable warrants to purchase 312,601 common shares of the Company at a price of C$3.00 per share expiring January 23, 2027.
ENTRÉE/OYU TOLGOI JV PROPERTY – MONGOLIA
On October 21, 2021, the Company filed an amended Technical Report ("2021 Technical Report") for its interest in the Entrée/Oyu Tolgoi JV Property. The 2021 Technical Report has an original effective date of May 17, 2021, and an amended effective date of October 8, 2021.
The 2021 Technical Report discusses a reserve case (the "2021 Reserve Case") based on mineral reserves attributable to the Entrée/Oyu Tolgoi JV Lift 1 of the Hugo North Extension deposit.
Page 4
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
The 2021 Technical Report also discusses a Preliminary Economic Assessment on a conceptual second lift ("Lift 2") of the Hugo North Extension deposit (the "2021 PEA"). The 2021 PEA is based on Indicated and Inferred mineral resources from Lift 2, as the second potential phase of development and mining on the Hugo North Extension deposit. Lift 2 is directly below Lift 1 and continues further to the north (see Figure 2 below). There is no overlap in the mineral reserves from the 2021 Reserve Case and the mineral resources from the 2021 PEA. Development and capital decisions will be required for the eventual development of Lift 2 once production commences at Hugo North Extension Lift 1.
In addition, the Heruga deposit, which is not included in either the 2021 Reserve Case or the 2021 PEA, provides a great deal of future potential and with further exploration and development could become a completely standalone underground operation, independent of other Oyu Tolgoi project underground development, and provide considerable flexibility for mine planning and development.
Both the 2021 Reserve Case and the 2021 PEA are based on information supplied by OTLLC or reported within its 2020 Oyu Tolgoi Feasibility Study ("OTFS20") completed by OTLLC in July 2020.
The 2021 Technical Report has been filed on SEDAR+ and is available for review under the Company's profile on SEDAR+ (www.sedarplus.ca) or on www.EntreeResourcesLtd.com.
Summary and Location of Project
At the time the 2021 Technical Report was prepared, the Entrée/Oyu Tolgoi JV Property was divided into two contiguous areas. The Company was in joint venture with OTLLC over the eastern portion of the Shivee Tolgoi mining licence and all of the Javkhlant mining licence (the "Project Property"). The Company retained a 100% interest in the western portion of the Shivee Tolgoi mining licence, known as the "Shivee West Property".
On February 3, 2025, in conjunction with the formal execution and delivery of the Entrée/Oyu Tolgoi JVA, the Company assigned to OTLLC an 80% or 70% (depending on the depth of mineralization) beneficial interest in the Shivee West Property and the parties amended the definitions of "Existing Licenses" and "Properties" in the Entrée/Oyu Tolgoi JVA to include the Shivee West Property for all purposes under the Entrée/Oyu Tolgoi JVA. The Company was engaged in active exploration of the Shivee West Property until 2012. While the Company identified several zones of gold and copper mineralization, no economic zones of precious or base metals mineralization were outlined.
The Entrée/Oyu Tolgoi JV Property (shown on Figure 1 below) completely surrounds OTLLC's Oyu Tolgoi mining licence and forms a significant portion of the overall Oyu Tolgoi project area. Figure 1 also shows the main mineral deposits that form the Oyu Tolgoi trend of porphyry deposits.
The Entrée/Oyu Tolgoi JV Property is located within the Aimag (province) of Ōmnogovi in the South Gobi region of Mongolia, about 570 kilometres ("km") south of the capital city of Ulaanbaatar and 80 km north of the border with China.
The Entrée/Oyu Tolgoi JV Property hosts:
-
The Hugo North Extension copper-gold porphyry deposit (Lift 1 and Lift 2):
-
Lift 1 is the upper portion of the Hugo North Extension copper-gold porphyry deposit and forms the basis of the 2021 Reserve Case. It is the northern portion of the Lift 1 Panel 1 underground block cave that is currently in development. First Lift 1 Panel 1 development work on the Entrée/Oyu Tolgoi JV Property commenced in October 2024.
-
Lift 2 is directly below and extends north beyond Lift 1 and is the next potential phase of underground mining on the Entrée/Oyu Tolgoi JV Property, once Lift 1 mining is complete. Mineral resources from Lift 2 form the basis of the 2021 PEA mine plan.
-
The Heruga copper-gold-molybdenum porphyry deposit is at the south end of the Oyu Tolgoi Trend of porphyry deposits. Approximately 93% of the Heruga deposit occurs on the Entrée/Oyu Tolgoi JV Property. While Heruga is not included in the 2021 PEA, it provides opportunity for future exploration and potential development.
- A large prospective land package.
Entrée has a 20% or 30% (depending on the depth of mineralization) participating interest in the Entrée/Oyu Tolgoi JV with OTLLC holding the remaining 80% or 70% participating interest. OTLLC has a 100% interest in other Oyu Tolgoi project areas, including the Oyut open pit, which is currently in production, and the Hugo North and Hugo South deposits on the Oyu Tolgoi mining licence.
Page 5
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
Figure 1 - Entrée/Oyu Tolgoi JV Property
Notes:
- Outline of copper $\pm$ gold $\pm$ molybdenum porphyry mineralization is projected to surface.
- Entrée has a $20\%$ participating interest in the Hugo North Extension and Heruga deposits.
Figure 1 shows the location of a north-northeast oriented, west-looking longitudinal section (A-A') through the 12.4 km-long trend of porphyry deposits that comprise the Oyu Tolgoi Trend of porphyry deposits. The longitudinal section is shown on Figure 2 with the Entrée/Oyu Tolgoi JV Property to the right (north) and left (south) of the central portion, the Oyu Tolgoi mining licence, held $100\%$ by OTLLC.
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
Figure 2 – Section Through the Oyu Tolgoi Trend of Porphyry Deposits
Note: The CuEq formula for Heruga is presented in Note 3 to Table 2 below.
In addition to the two deposits, priority exploration targets have been identified on the Entrée/Oyu Tolgoi JV Property, including Ulaan Khud, Airport South, North of HNE (Ridge), Ductile Shear, East Au, Bumbat Ulaan, Mag West, Railway, West Heruga, and SEIP.
The 2021 Technical Report forms the basis for the scientific and technical information in this MD&A regarding the Entrée/Oyu Tolgoi JV Property. Portions of the information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the Company's AIF dated March 12, 2025 and to the full text of the 2021 Technical Report, which are available on the Company's website (www.EntreeResourcesLtd.com) or on SEDAR+ (www.sedarplus.ca).
Mineral Resources and Mineral Reserves – Entrée/Oyu Tolgoi JV Property
Entrée/Oyu Tolgoi JV Property mineral reserves are contained within the Hugo North Extension Lift 1 block cave mining plan prepared by OTLLC and used as the basis for OTFS20. The mineral reserve estimate is based on what is deemed minable when considering factors such as the footprint cut-off grade, the draw column shut-off grade, maximum height of draw, consideration of planned dilution and internal waste rock.
The following Entrée/Oyu Tolgoi JV Property Hugo North Extension Lift 1 mineral reserve estimate has an effective date of May 15, 2021.
Table 1 – Entrée/Oyu Tolgoi JV Property Hugo North Extension Lift 1 Mineral Reserve Estimate
| Entrée/Oyu Tolgoi JV Property – Mineral Reserve
Hugo North Extension Lift 1 | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Classification | Tonnage (Mt) | NSR ($/t) | Cu (%) | Au (g/t) | Ag (g/t) | Contained Metal | | |
| | | | | | | Cu (Mlb) | Au (Koz) | Ag (Koz) |
| Probable | 40 | 97.52 | 1.5 | 0.53 | 3.63 | 1,340 | 676 | 4,613 |
Notes:
1. For the underground block cave, all Indicated mineral resources within the cave outline were converted to Probable mineral reserves. No Proven mineral reserves have been estimated. The estimation includes low-grade Indicated mineral resources and Inferred mineral resource assigned zero grade that is treated as dilution.
Page 7
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
- A column height shut-off net smelter return ("NSR") of $17.84/t was used to define the footprint and column heights. The NSR calculation assumed metal prices of $3.08/lb copper, $1,292.00/oz gold, and $19.00/oz silver. The NSR was calculated with assumptions for smelter refining and treatment charges, deductions and payment terms, concentrate transport, metallurgical recoveries, and royalties using OTLLC's Base Data Template 38.
- Mineral reserves are reported on a 100% basis. OTLLC has a participating interest of 80%, and Entrée has a participating interest of 20%. Notwithstanding the foregoing, in respect of products extracted from the Entrée/Oyu Tolgoi JV Property pursuant to mining carried out at depths from surface to 560 metres below surface, the participating interest of OTLLC is 70% and the participating interest of Entrée is 30%.
- Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences.
The following Entrée/Oyu Tolgoi JV Property mineral resources estimates reported in the 2021 Technical Report for the Hugo North Extension and Heruga deposits have an effective date of March 31, 2021. Mineral resources for the Hugo North Extension deposit are reported inclusive of those mineral resources that were converted to mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
Table 2 – Entrée/Oyu Tolgoi JV Property Mineral Resources Estimates
| Entrée/Oyu Tolgoi JV Property – Mineral Resources | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Classification | Tonnage (Mt) | Cu (%) | Au (g/t) | Ag (g/t) | Mo (ppm) | CuEq (%) | Contained Metal | |||
| Cu (Mlb) | Au (Koz) | Ag (Koz) | Mo (Mlb) | |||||||
| Hugo North Extension (>0.41% CuEq Cut-Off) | ||||||||||
| Indicated | 120 | 1.70 | 0.58 | 4.3 | n/a | 2.04 | 4,500 | 2,200 | 16,000 | n/a |
| Inferred | 167 | 1.02 | 0.36 | 2.8 | n/a | 1.23 | 3,800 | 1,900 | 15,000 | n/a |
| Heruga (>0.41% CuEq Cut-Off) | ||||||||||
| Inferred | 1,400 | 0.41 | 0.40 | 1.5 | 120 | 0.68 | 13,000 | 18,000 | 66,000 | 370 |
Notes:
1. Metal prices used for copper equivalent ("CuEq") and cut-off grade calculation for both Hugo North Extension and Heruga are: $3.08/lb copper, $1,292.00/oz gold, $19.00/oz silver and $10.00/lb molybdenum (Heruga only). Metallurgical recoveries used for CuEq and cut-off grade calculation at Hugo North Extension are 93% for copper, 80% for gold and 81% for silver. Metallurgical recoveries used for CuEq and cut-off grade calculation at Heruga are 82% for copper, 73% for gold, 78% for silver and 60% for molybdenum.
2. Mineral resources at Hugo North Extension are constrained within a conceptual mining shape constructed at a nominal 0.50% CuEq grade and above a CuEq grade of 0.41% CuEq. The CuEq formula is CuEq = Cu + ((Au * 35.7175) + (Ag * 0.5773)) / 67.9023 taking into account differentials between metallurgical performance and price for copper, gold and silver.
3. The overall geometry and depth of the Heruga deposit make it amenable to underground mass mining methods. Mineral resources are stated above a CuEq grade. The CuEq formula is CuEq = Cu + ((Au * 37.0952) + (Ag * 0.5810) + (Mo * 0.0161)) / 67.9023 taking into account differentials between metallurgical performance and price for copper, gold, silver and molybdenum.
4. A CuEq break-even cut-off grade of 0.41% CuEq for Hugo North Extension mineralization and covers mining, processing and G&A operating cost and the cost of primary and secondary block cave mine development.
5. A CuEq break-even cut-off grade of 0.41% CuEq is used for the Heruga mineralization and covers mining, processing and G&A operating cost and the cost of primary and secondary block cave mine development.
6. Mineral resources are stated as in situ with no consideration for planned or unplanned external mining dilution.
7. Mineral resources are reported on a 100% basis. OTLLC has a participating interest of 80%, and Entrée has a participating interest of 20%. Notwithstanding the foregoing, in respect of products extracted from the Entrée/Oyu Tolgoi JV Property pursuant to mining carried out at depths from surface to 560 metres below surface, the participating interest of OTLLC is 70% and the participating interest of Entrée is 30%.
8. Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences.
Underground Development Progress – Oyu Tolgoi Project
Underground Development Update
On April 16, 2025, Rio Tinto announced that Oyu Tolgoi Lift 1 underground mine ramp-up remains on track. Oyu Tolgoi is set to become the world's fourth largest copper mine by 2030 with the operation expected to deliver average mined copper production of ~500 ktpa between 2028 and 2036. Refer to Rio Tinto's press release dated April 16, 2025, titled "Rio Tinto releases first quarter 2025 production results" available on its website at www.riotinto.com for further details.
- March 2025 was a record production month as the Lift 1 Panel 0 underground mine on OTLLC's Oyu Tolgoi mining licence continued to set material handling records achieving an average of 28 ktpd and record highs of 45 ktpd.
- Year-on-year, the project is on track for a greater than 50% increase in production, with growth weighted to the second half of the year when the concentrator conversion is fully commissioned and primary crusher 2 is complete.
Page 8
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
- The conveyor to surface system, which is able to transport ore to the concentrator from a depth of 1,300 metres, is now fully operational and providing the necessary material handling capability to support the Lift 1 underground mining ramp-up.
- The floatation priority works for the concentrator conversion are now commissioned, with the remaining works to be completed through the second quarter 2025.
- Construction of primary crusher 2 is progressing to plan and remains on track to be completed during the fourth quarter 2025.
- Rio Tinto is intensifying its work with all stakeholders towards a longer-term solution for mining the Entrée/Oyu Tolgoi JV Property, including Lift 1 of the HNE deposit.
Technical studies for Panels 1 and 2 mine design and schedule optimization were completed by OTLLC during the second quarter 2023. The HNE deposit on the Entrée/Oyu Tolgoi JV Property is located at the northern portion of Panel 1. On July 11, 2023, Rio Tinto disclosed that:
- The technical studies have resulted in substantially de-risked, resilient mine designs that provide a pathway to ramp-up, flexibility to pursue value creating opportunities and react to future risks, and improved stability, constructability, and operability. The studies also provide a pathway to bring the panels into production faster and maximize the use of the ventilation system.
- Identified risks associated with the previous Panel 1 mine design have been resolved by increasing draw point and rim drive spacing, relocating the central material handling system and return raises outside of the active caving area, and optimally orienting the extraction drives and drill drives.
- Panel 1 production on the Oyu Tolgoi mining licence is anticipated to commence in $\sim 2027$ .
The technical studies have been incorporated into OTFS23, which is subject to acceptance by applicable regulatory bodies in Mongolia. Refer to Rio Tinto's Oyu Tolgoi Site Visit materials dated July 11, 2023 (and in particular pages 70-83 of "Financial Community Visit to Oyu Tolgoi Site - Slides") available on its website at www.riotinto.com for further details.
Drilling programs to support OTLLC's Lift 2 Pre-Feasibility Study are in progress. OTLLC will include mineralization from Lift 2 in an updated resource model for Hugo North (including Hugo North Extension).
Entrée/Oyu Tolgoi JV Property Exploration and Development
HNE Lift 1 Panel 1 Underground Development
First Lift 1 Panel 1 underground development work on the Entrée/Oyu Tolgoi JV Property commenced in October 2024.
The work approved by the Entrée/Oyu Tolgoi JV Management Committee for 2024 is part of the initial Panel 1 western ore handling truck chute design which, when completed, will include extraction level tipple development, which connects the truck chute chamber on the haulage level, and the supporting ventilation loop with the return air level.
At March 31, 2025, OTLLC had completed 95 eqm of lateral development work on the return air level. All development work was in rock classified as waste, and no saleable minerals, concentrates, metals or other saleable mineral end product were produced.
In 2025, the Entrée/Oyu Tolgoi JV Management Committee plans to continue development work in the southwest corner of HNE in line with the 2025 Oyu Tolgoi Mine Plan approved by the MRPAM. The work is part of the second Panel 1 western ore handling truck chute design. The timing and scope of Lift 1 Panel 1 development work on the Entrée/Oyu Tolgoi JV Property is contingent upon the resolution of certain outstanding issues, including the transfer of the Licences from Entrée LLC to OTLLC as Manager of the Entrée/Oyu Tolgoi JV. See "Outlook and Strategy" above.
Deposit Drilling
As at March 31, 2025, eight holes for a total of 5,031.6 metres of surface drilling had been completed under the 2024 HNE in-fill diamond drilling program. One additional surface hole is currently in progress. A total of 6,566.88 metres of underground drilling on the Shivee Tolgoi mining licence had also been completed in 27 underground holes. The Company has reported analytical results as they have become available from OTLLC.
Page 9
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
All underground holes were collared from the Oyu Tolgoi mining licence and drilled onto the Entrée/Oyu Tolgoi JV Property to intersect the Hugo North Extension deposit or areas adjacent to the deposit where mine development infrastructure will be constructed. All surface holes were drilled entirely on the Shivee Tolgoi mining licence. The 2024 drill program will support OTLLC’s Lift 2 Panel 1 Pre-Feasibility Study and updated resource model for Hugo North (including HNE), which will include Lift 2 mineralization.
For 2025, the Entrée/Oyu Tolgoi JV Management Committee approved an in-fill diamond drilling program at HNE comprised of ~8,329 metres on the Shivee Tolgoi mining licence in 19 underground holes and five surface holes totaling ~9,050 metres. As at March 31, 2025, 349.7 metres of drilling on the Shivee Tolgoi mining licence in one underground hole had been completed. The 2025 drilling program is intended to focus on gaps in the geological model.
Regional Exploration
For 2025, the Entrée/Oyu Tolgoi JV Management Committee approved exploration programs that focus on targets located along the known Oyu Tolgoi porphyry copper mineralization trend, including the Ulaan Khud South, Ridge, Ductile Shear, and Eagle targets on the Shivee Tolgoi mining licence, and the Heruga West, Heruga West-2, SW Heruga, MT11, and Railway targets on the Javkhlant mining licence (see Figure 3 below).
On the Shivee Tolgoi mining licence, the approved exploration program includes five diamond drill holes totaling 4,740 metres, 2,420 surface gravity stations, 1,428 CSAMT geophysical survey stations, 464 rock-chip samples, and laboratory assaying of 2,635 samples inclusive of drill cores, rock-chip, and QAQC samples.
On the Javkhlant mining licence, the approved exploration program includes four diamond drill holes totaling 3,780 metres, 2,857 surface gravity stations, 1,714 CSAMT geophysical CSAMT survey stations, 412 rock-chip samples, 147 hectares of geological outcrop mapping, and laboratory assaying of 2,443 samples inclusive of drill cores, rock-chip, and QAQC samples.
In addition, other desktop works such as prospect-scale 3D geological modelling integrating all available exploration data are planned for the Ulaan Khud South, Heruga West, Heruga West-2, SW Heruga, and MT11 targets.
The 2025 regional exploration programs are expected to commence in the second quarter 2025.
Page 10
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
Figure 3: Plan View of Approved 2025 Regional Exploration Programs
Modified version of original figure provided by OTLLC.
20% of expenditures on the Entrée/Oyu Tolgoi JV Property will be contributed by OTLLC on Entrée's behalf as a Loan in accordance with Article 10 of the Entrée/Oyu Tolgoi JVA.
Q1 2025 Financial Review
Entrée expenses related to Mongolian operations included expenditures of $0.2 million for strategic and administration costs in Mongolia. The Company focused its efforts on the implementation of the Award, including the transfer of the Licences in order to minimize delays to Lift 1 Panel 1 underground development work planned to be completed at the HNE deposit in 2025, and the potential conversion of the Entrée/Oyu Tolgoi JVA into a more effective agreement of equivalent economic value that includes a mechanism for the Company to fulfil any obligation under Mongolian law to share with the State up to 34% of its economic benefit from the area of the Licences.
Costs were related to legal and tax advisory consultants to assist in the process in Q1 2025, which also included costs related to the arbitration. The costs in the comparative period of 2024 included similar professional fees.
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
SUMMARY OF CONSOLIDATED FINANCIAL OPERATING RESULTS
Operating Results
The Company’s operating results for the three months ended March 31 were:
| 2025 | 2024 | |
|---|---|---|
| Expenses | ||
| Project expenditures | $ 151 | $ 626 |
| General and administrative | 459 | 441 |
| Depreciation | 28 | 31 |
| Operating loss | 638 | 1,098 |
| Foreign exchange (gain) loss | (9) | 294 |
| Interest income | (46) | (71) |
| Interest expense | 172 | 116 |
| Loss from equity investee | 63 | 62 |
| Finance costs | 8 | 11 |
| Deferred revenue finance costs | 1,168 | 1,153 |
| Loss for the period | 1,994 | 2,663 |
| Other comprehensive loss (gain) | ||
| Foreign currency translation | 78 | (1,568) |
| Total comprehensive loss | $ 2,072 | $ 1,095 |
| Net loss per common share | ||
| Basic and diluted | $ (0.01) | $ (0.01) |
| Total assets | $ 7,191 | $ 6,119 |
| Total non-current liabilities | $ 76,374 | $ 71,382 |
Operating Loss:
During the three months ended March 31, 2025, the Company’s operating loss was $0.6 million compared to an operating loss $1.1 million for the comparative period in 2024.
Project expenditures in Q1 2025 and Q1 2024 included legal, professional and advisory fees related to the arbitration proceedings and for commercial negotiations regarding the potential conversion of the Entrée/Oyu Tolgoi JVA to an alternate arrangement. With the arbitration decision in Q4 2024, the associated costs began to wind down resulting in lower legal and professional costs.
General and administration and depreciation expenditures in Q1 2025 were comparable to Q1 2024.
Non-operating Items:
The foreign exchange (gain) loss in Q1 2025 and Q1 2024 were primarily the result of movements between the C$ and US dollar as the Company holds its cash in both currencies and the Loan payable to OTLLC is denominated in US dollars (see "Loan Payable to OTLLC" below).
Interest expense was primarily related to the Loan payable to OTLLC pursuant to the Entrée/Oyu Tolgoi JVA and is subject to a variable interest rate.
The amount recognized as a loss from equity investee is related to exploration costs on the Entrée/Oyu Tolgoi JV Property.
Page 12
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
Deferred revenue finance costs are related to recording the non-cash finance costs associated with the deferred revenue balance, specifically the Sandstorm stream (see "Deferred Revenue – Sandstorm" below).
The total assets as at March 31, 2025 were higher than at March 31, 2024 due to a higher cash balance from a private placement which closed in January 2025.
The application of the Company's accounting policy for the capitalization of mineral property development costs required determination that key development milestones have been achieved. These milestones include obtaining sufficient financial resources, permits, and licences to develop the mineral property. The Company considered the start of development activities on Lift 1 Panel 1 of the Oyu Tolgoi underground block cave mining operation on the Shivee Tolgoi mining licence as having achieved the development milestone. Accordingly, the Company began capitalizing the development costs incurred on Lift 1 Panel 1 on the Entrée/Oyu Tolgoi JV Property in October 2024. The Company has capitalized $0.4 million (December 31, 2024 - $0.2 million) as Property and Equipment in relation to these development costs.
Total non-current liabilities have increased since March 31, 2024 due to recording the non-cash deferred revenue finance costs and additions to the Loan payable to OTLLC balance.
Quarterly Financial Data – 2 year historic trend
| Q1 25 | Q4 24 | Q3 24 | Q2 24 | Q1 24 | Q4 23 | Q3 23 | Q2 23 | |
|---|---|---|---|---|---|---|---|---|
| Project expenditures | $ 151 | $ 202 | $ 255 | $ 456 | $ 626 | $ 325 | $ 209 | $ 459 |
| General and administrative | 459 | 690 | 396 | 443 | 441 | 633 | 428 | 517 |
| Share-based compensation | - | 1,208 | - | - | - | 1,029 | - | 4 |
| Depreciation | 28 | 27 | 30 | 30 | 31 | 28 | 29 | 29 |
| Operating loss | 638 | 2,127 | 681 | 929 | 1,098 | 2,015 | 666 | 1,009 |
| Foreign exchange (gain) loss | (9) | 1,182 | (172) | 113 | 294 | (151) | 207 | (208) |
| Interest expense, net | 126 | 95 | 69 | 56 | 45 | 22 | 15 | 21 |
| Loss from equity investee | 63 | 2,782 | 152 | 71 | 62 | 447 | 117 | 57 |
| Deferred revenue finance costs | 1,168 | 1,181 | 1,192 | 1,168 | 1,153 | 1,133 | 1,112 | 1,104 |
| Finance costs | 8 | 9 | 12 | 11 | 11 | 12 | 12 | 13 |
| Net loss | $ 1,994 | $ 7,376 | $ 1,934 | $ 2,348 | $ 2,663 | $ 3,478 | $ 2,129 | $ 1,996 |
| Basic/diluted loss per share | $ (0.01) | $ (0.04) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.01) | $ (0.01) |
| USD:CAD FX Rate(1) | 1.44 | 1.44 | 1.35 | 1.369 | 1.355 | 1.323 | 1.352 | 1.324 |
- USD:CAD foreign exchange rate was the quarter ended rate per the Bank of Canada.
Project expenditures in Q1 2025 were related to professional fees for arbitration proceedings and to advance a potential conversion of the Entrée/Oyu Tolgoi JVA to an alternative agreement.
General and administrative expenses in Q1 2025 were consistent compared to Q1 2024 and is mainly related to regulatory costs and compensation costs.
Share-based compensation expenditures in Q4 2024 and Q4 2023 included share options and deferred share unit ("DSU") grants.
Interest expense, net, consists of accrued interest on the Loan payable to OTLLC, net of interest income earned on cash balances.
The loss from equity investee was related to the Entrée/Oyu Tolgoi JV Property and fluctuations were due to exploration activities and foreign exchange changes.
Page 13
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
LIQUIDITY AND CAPITAL RESOURCES
| Three months ended March 31 | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows used in operating activities | ||
| - Before changes in non-cash working capital items | $ (588) | $ (1,012) |
| - After changes in non-cash working capital items | (470) | (814) |
| Cash flows from / (used in) financing activities | 3,932 | (32) |
| Net cash inflows (outflows) | 3,462 | (846) |
| Effect of exchange rate changes on cash | 3 | (116) |
| Cash balance | $ 5,843 | $ 5,129 |
Cash outflows after changes in non-cash working capital items in Q1 2025 were lower compared to Q1 2024 due to lower project expenditures and the timing of invoice payments.
Cash flows from financing activities in Q1 2025 were due to funds received from a non-brokered private placement which closed in January 2025.
The Company is a development stage company and has not generated positive cash flows from its operations. As a result, the Company has been dependent on equity and production-based financings for additional funding. Working capital on hand at March 31, 2025 was approximately $5.9 million.
On January 24, 2025, the Company closed a non-brokered private placement issuing 2,577,700 units at a price of C$2.21 per unit for aggregate gross proceeds of C$5.7 million ($4.0 million). Each unit consists of one common share of the Company and one-half of one non-transferable common share purchase warrant. Each whole warrant (a "Warrant") will entitle the holder to acquire one additional common share of the Company at a price of C$3.00 per share for a period of 2 years. No finder's fees were paid in connection with the private placement.
Management believes it has adequate financial resources to satisfy its obligations over the next 12-month period and beyond.
Loan Payable to Oyu Tolgoi LLC
Under the terms of the Entrée/Oyu Tolgoi JVA, the Company has elected to have OTLLC contribute funds to approved Entrée/Oyu Tolgoi JV programs and budgets on the Company's behalf, each such contribution to be treated as a non-recourse loan ("Loan"). Interest on each Loan advance shall accrue at an annual rate equal to OTLLC's actual cost of capital or the prime rate of the Royal Bank of Canada, plus two percent (2%) per annum, whichever is less, as at the date of the advance. The Loan will be repayable by the Company monthly from ninety percent (90%) of the Company's share of available cash flow from the Entrée/Oyu Tolgoi JV. In the absence of available cash flow, the Loan will not be repayable. The Loan is not expected to be repaid within one year.
Contractual Obligations
As at March 31, 2025, the Company had the following contractual obligations outstanding:
| Total | Less than 1 year | 1 - 3 years | 3-5 years | More than 5 years | |
|---|---|---|---|---|---|
| Lease commitments | $ 329 | $ 127 | $ 202 | $ - | $ - |
SHAREHOLDERS' DEFICIENCY
The Company's authorized share capital consists of unlimited common shares without par value.
As at March 31, 2025 and the date of this MD&A, the Company had 207,400,936 shares issued and outstanding.
As noted above, on January 24, 2025, the Company closed a non-brokered private placement issuing 2,577,700 units at a price of C$2.21 per unit for aggregate gross proceeds of C$5.7 million ($4.0 million).
Page 14
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
Share Purchase Warrants
As part of the Company's January 24, 2025 private placement, the Company issued 1,288,850 Warrants. Each Warrant entitles the holder to acquire one common share of the Company at a price of C$3.00 per share for a period of 2 years.
At the date of this MD&A, the following Warrants were outstanding:
| Number of Warrants (000's) | Warrant exercise price C$ | Expiry date |
|---|---|---|
| 1,289 | 3.00 | January 23, 2027 |
Stock Option Plan
As at March 31, 2025 and the date of this MD&A, the Company had 4,071,153 share options outstanding and exercisable.
Under the Company's Stock Option Plan, an option holder may elect to terminate an option, in whole or in part and, in lieu of receiving shares to which the terminated option relates (the "Designated Shares"), receive the number of shares, disregarding fractions, which, when multiplied by the weighted average trading price of the shares on the TSX during the five trading days immediately preceding the day of termination (the "Fair Value" per share) of the Designated Shares, has a total dollar value equal to the number of Designated Shares multiplied by the difference between the Fair Value and the exercise price per share of the Designated Shares.
The following is a summary of share options outstanding and exercisable as at the date of this MD&A:
| Number of share options (000's) | Exercise price per share option (C$) | Expiry date |
|---|---|---|
| 1,255 | 0.51 | Dec 2025 |
| 899 | 0.77 | Dec 2026 |
| 1,022 | 0.82 – 1.14 | Apr - Nov 2027 |
| 622 | 1.28 | Nov 2028 |
| 273 | 2.06 | Nov 2029 |
| 4,071 |
Deferred share units (DSUs)
DSUs are granted to the Company's directors and executives as a part of compensation under the terms of the Company's Deferred Share Unit Plan (the "DSU Plan"). Typically, DSUs vest when certain conditions as stated in the DSU Plan are met, except in the event of an earlier change of control, in which case, the DSUs will vest fully upon such change of control.
At March 31, 2025, the following DSUs were outstanding and fully vested:
| Number of DSUs (000's) | |
|---|---|
| Outstanding | 2,972 |
DEFERRED REVENUE - SANDSTORM
The Company has an agreement (the "Sandstorm Agreement") to use future payments that it receives from its mineral property interests to purchase and deliver gold, silver and copper credits to Sandstorm Gold Ltd. ("Sandstorm").
Under the terms of the Sandstorm Agreement, Sandstorm provided the Company with a net deposit of C$30.9 million (the "Deposit") in exchange for the future delivery of gold, silver and copper credits equivalent to:
- 28.1% of Entrée's share of gold and silver, and 2.1% of Entrée's share of copper, produced from the Shivee Tolgoi mining licence (excluding the western portion formerly known as the Shivee West Property); and
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
- 21.3% of Entrée’s share of gold and silver, and 2.1% of Entrée’s share of copper, produced from the Javkhlant mining licence.
Upon the delivery of metal credits, Sandstorm will make a cash payment to the Company equal to the lesser of the prevailing market price and $220 per ounce of gold, $5 per ounce of silver and $0.50 per pound of copper (subject to inflation adjustments). After approximately 8.6 million ounces of gold, 40.3 million ounces of silver and 9.1 billion pounds of copper have been produced from the Project Property the cash payment will be increased to the lesser of the prevailing market price and $500 per ounce of gold, $10 per ounce of silver and $1.10 per pound of copper (subject to inflation adjustments). To the extent that the prevailing market price is greater than the amount of the cash payment, the difference between the two will be credited against the Deposit.
The Deposit has been accounted for as deferred revenue on the statement of financial position and is subject to foreign currency fluctuations upon conversion to US dollars at each reporting period. The Deposit contains a significant financing component and, as such, the Company recognizes a financing charge at each reporting period and grosses up the deferred revenue balance to recognize the significant financing element that is part of this contract at a discount rate of 8%.
Further information in relation to the Sandstorm Agreement is available in the Company’s AIF dated March 12, 2025.
OTHER DISCLOSURES
Off-Balance Sheet Arrangements
Entrée has no off-balance sheet arrangements except for the contractual obligation noted above.
Related Party Transactions
The Company’s related parties include key management personnel and directors. Direct remuneration paid to the Company’s directors and key management personnel for the three month periods ended March 31 were as follows:
| 2025 | 2024 | |
|---|---|---|
| Directors’ fees | $ 47 | $ 53 |
| Salaries and benefits | $ 193 | $ 200 |
As of March 31, 2025, included in the accounts payable and accrued liabilities balance on the condensed consolidated interim statement of financial position is $0.04 million (December 31, 2024 - $0.04 million) due to the Company’s directors and key management personnel.
Upon a change of control of the Company, amounts totaling $1.4 million (December 31, 2024 - $1.3 million) may become payable to certain officers and management personnel of the Company.
Financial Instruments
a) Fair value classification of financial instruments
The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices). Level 3 inputs are for the assets or liabilities that are not based on observable market data (unobservable inputs).
The Company’s financial instruments consist of cash and cash equivalents, receivables, deposits, accounts payable and accrued liabilities, loan payable and lease liabilities.
The carrying values of cash and cash equivalents, receivables and accounts payable and accrued liabilities approximate their fair value due to their short terms to maturity.
The following table summarizes the classification and carrying values of the Company’s financial instruments at March 31, 2025:
Page 16
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
| FVTPL | Amortized cost (financial assets) | Amortized cost (financial liabilities) | Total | |
|---|---|---|---|---|
| Financial assets | ||||
| Cash and cash equivalents | $ - | $ 5,843 | $ - | $ 5,843 |
| Receivables | - | 82 | - | 82 |
| Deposits | - | 12 | - | 12 |
| Total financial assets | $ - | $ 5,937 | $ - | $ 5,937 |
| Financial liabilities | ||||
| Accounts payable and accrued liabilities | $ - | $ - | $ 122 | $ 122 |
| Lease liabilities | - | - | 330 | 330 |
| Loan payable | - | - | 16,354 | 16,354 |
| Total financial liabilities | $ - | $ - | $ 16,806 | $ 16,806 |
CRITICAL ACCOUNTING ESTIMATES, RISKS AND UNCERTAINTIES
The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.
Measurement of the Company's assets and liabilities is subject to risks and uncertainties, including those related to reserve and resource estimates; title to mineral properties; future commodity prices; costs of future production; future costs of restoration provisions; changes in government legislation and regulations; future income tax amounts; the availability of financing; and various operational factors. The Company's estimates identified as being critical are substantially unchanged from those disclosed in the MD&A for the year ended December 31, 2024.
Entrée is a mineral exploration and development company and is exposed to a number of risks and uncertainties due to the nature of the industry in which it operates and the present state of development of its business and the foreign jurisdictions in which it carries on business; some of these risks and uncertainties have been discussed elsewhere in this MD&A. The discussion in this MD&A is not inclusive of all material risks and uncertainties. The material risks and uncertainties affecting Entrée, their potential impact, and the Company's principal risk-management strategies are substantially unchanged from those disclosed in the Company's AIF dated March 12, 2025 in respect of the year ended December 31, 2024, which is available on SEDAR+ at www.sedarplus.ca, OTC Markets at www.otcmarkets.com and on the Company's website at www.EntreeResourcesLtd.com.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for designing internal control over financial reporting, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. No change in the Company's internal control over financial reporting occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Page 17
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
FORWARD LOOKING INFORMATION
This MD&A contains forward-looking information within the meaning of applicable Canadian securities laws.
Forward-looking information includes, but is not limited to, statements with respect to corporate strategies and plans; requirements for additional capital; uses of funds and projected expenditures; arbitration proceedings, including the potential benefits, timing and outcome of arbitration proceedings; the Company's plans to continue discussions with OTLLC and Rio Tinto regarding a potential conversion of the Entrée/Oyu Tolgoi JVA; the Company's plans to continue discussions with the Government of Mongolia regarding the potential for the State to share in 34% of the Company's economic benefit from its interest in the Entrée/Oyu Tolgoi JV Property pursuant to applicable laws of Mongolia; the Company's ability to transfer the Shivee Tolgoi and Javkhlant mining licences to OTLLC pursuant to the License Transfer Agreements; the potential for Entrée to be included in or otherwise receive the benefits of the Oyu Tolgoi Investment Agreement; the expectations set out in OTFS20 and the 2021 Technical Report on the Company's interest in the Entrée/Oyu Tolgoi JV Property; timing and status of Oyu Tolgoi underground development; the expected timing of development work on the Shivee Tolgoi mining licence and the potential for delay if the Shivee Tolgoi mining licence cannot be transferred to OTLLC in a timely fashion; the nature of the ongoing relationship and interaction between OTLLC and Rio Tinto and the Government of Mongolia and Erdenes Oyu Tolgoi LLC with respect to the continued operation and development of Oyu Tolgoi; the technical studies for Lift 1 Panels 1 and 2, OTFS23, the Lift 2 Pre-Feasibility Study, and the updated resource model for Hugo North (including Hugo North Extension) Lifts 1 and 2 and the possible outcomes, content and timing thereof; timing and amount of production from Lifts 1 and 2 of the Entrée/Oyu Tolgoi JV Property, potential production delays and the impact of any delays on the Company's cash flows, expected copper, gold and silver grades, liquidity, funding requirements and planning; future commodity prices; the estimation of mineral reserves and resources; projected mining and process recovery rates; estimates of capital and operating costs, mill and concentrator throughput, cash flows and mine life; capital, financing and project development risk; mining dilution; potential actions by the Government of Mongolia with respect to the Shivee Tolgoi and Javkhlant mining licences and Entrée's interest in the Entrée/Oyu Tolgoi JV Property; potential size of a mineralized zone; potential expansion of mineralization; potential discovery of new mineralized zones; potential metallurgical recoveries and grades; plans for future exploration and/or development programs and budgets; permitting time lines; anticipated business activities; proposed acquisitions and dispositions of assets; and future financial performance.
In certain cases, forward-looking information can be identified by words such as "plans", "expects" or "does not expect", "is expected", "budgeted", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will be taken", "occur" or "be achieved". While the Company has based this forward-looking information on its expectations about future events as at the date that such information was prepared, the information is not a guarantee of Entrée's future performance and is based on numerous assumptions regarding present and future business strategies; the correct interpretation of agreements, laws and regulations; the commencement and conclusion of arbitration proceedings, including the potential benefits, timing and outcome of arbitration proceedings; the potential benefits, timing and outcome of discussions with the Government of Mongolia, Erdenes Oyu Tolgoi LLC, OTLLC, and Rio Tinto; the future ownership of the Shivee Tolgoi and Javkhlant mining licences; that the Company will continue to have timely access to detailed technical, financial, and operational information about the Entrée/Oyu Tolgoi JV Property, the Oyu Tolgoi project, and government relations to enable the Company to properly assess, act on, and disclose material risks and opportunities as they arise; local and global economic conditions and the environment in which Entrée will operate in the future, including commodity prices, projected grades, projected dilution, anticipated capital and operating costs, including inflationary pressures thereon resulting in cost escalation, and anticipated future production and cash flows; the anticipated location of certain infrastructure and sequence of mining within and across panel boundaries; the construction and continued development of the Oyu Tolgoi underground mine; the status of Entrée's relationship and interaction with the Government of Mongolia, Erdenes Oyu Tolgoi LLC, OTLLC, and Rio Tinto; and the Company's ability to operate sustainably, its community relations, and its social licence to operate.
With respect to the construction and continued development of the Oyu Tolgoi underground mine, important risks, uncertainties and factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking information include, amongst others, an uncertain and unstable global economic and political environment, including China-U.S. tensions and the indirect impacts of the war in Ukraine and conflict in the Middle East, which could lead to falling commodity prices, trade actions (including increased tariffs, retaliations, and sanctions), and government efforts to exert more control over natural resources or to protect domestic economies by changing contractual, regulatory, or tax measures; the impacts of climate change and the transition to a low-carbon future; the nature of the ongoing relationship and interaction between OTLLC, Rio Tinto, Erdenes Oyu Tolgoi LLC
Page 18
and the Government of Mongolia with respect to the continued operation and development of Oyu Tolgoi; the continuation of undercutting in accordance with the mine plans and designs in OTFS23; applicable taxes and royalty rates; the future ownership of the Shivee Tolgoi and Javkhlant mining licences; the amount of any future funding gap to complete the Oyu Tolgoi project and the availability and amount of potential sources of additional funding; the timing and cost of the construction and expansion of mining and processing facilities; inflationary pressures on prices for critical supplies for Oyu Tolgoi resulting in cost escalation; the ability of OTLLC or the Government of Mongolia to deliver a domestic power source for Oyu Tolgoi (or the availability of financing for OTLLC or the Government of Mongolia to construct such a source) within the required contractual timeframe; sources of interim power; OTLLC's ability to operate sustainably, its community relations, and its social license to operate in Mongolia; the impact of changes in, changes in interpretation to or changes in enforcement of, laws, regulations and government practises in Mongolia; delays, and the costs which would result from delays, in the development of the underground mine; the anticipated location of certain infrastructure and sequence of mining within and across panel boundaries; projected commodity prices and their market demand; and production estimates and the anticipated yearly production of copper, gold and silver at the Oyu Tolgoi underground mine.
The 2021 PEA is based on a conceptual mine plan that includes Inferred mineral resources. Numerous assumptions were made in the preparation of the 2021 PEA, including with respect to mineability, capital and operating costs, including inflationary pressures thereon resulting in cost escalation, production schedules, the timing of construction and expansion of mining and processing facilities, and recoveries, that may change materially once production commences at Hugo North Extension Lift 1 and additional development and capital decisions are required. Any changes to the assumptions underlying the 2021 PEA could cause actual results to be materially different from any future results, performance or achievements expressed or implied by forward-looking information relating to the 2021 PEA.
Other risks, uncertainties and factors which could cause actual results, performance or achievements of the Company to differ materially from future results, performance or achievements expressed or implied by forward-looking information include, amongst others, unanticipated costs, expenses or liabilities; discrepancies between actual and estimated production, mineral reserves and resources and metallurgical recoveries; the impacts of geopolitics on trade and investment; trade tensions between the world's major economies; development plans for processing resources; matters relating to proposed exploration or expansion; mining operational and development risks, including geotechnical risks and ground conditions; regulatory restrictions (including environmental regulatory restrictions and liability); risks related to international operations, including legal and political risk in Mongolia; risks related to the potential impact of global or national health concerns; risks associated with changes in the attitudes of governments to foreign investment; risks associated with the conduct of joint ventures, including the ability to access detailed technical, financial and operational information; risks related to the Company's significant shareholders, and whether they will exercise their rights or act in a manner that is consistent with the best interests of the Company and its other shareholders; inability to upgrade Inferred mineral resources to Indicated or Measured mineral resources; inability to convert mineral resources to mineral reserves; conclusions of economic evaluations; fluctuations in commodity prices and demand; changing foreign exchange rates; the speculative nature of mineral exploration; the global economic climate; dilution; share price volatility; activities, actions or assessments by Rio Tinto or OTLLC and by government stakeholders or authorities including Erdenes Oyu Tolgoi LLC and the Government of Mongolia; the availability of funding on reasonable terms; the impact of changes in interpretation to or changes in enforcement of laws, regulations and government practices, including laws, regulations and government practices with respect to mining, foreign investment, strategic deposits, royalties and taxation; the terms and timing of obtaining necessary environmental and other government approvals, consents and permits; the availability and cost of necessary items such as water, skilled labour, transportation and appropriate smelting and refining arrangements; unanticipated reclamation expenses; changes to assumptions as to the availability of electrical power, and the power rates used in operating cost estimates and financial analyses; changes to assumptions as to salvage values; ability to maintain the social license to operate; accidents, labour disputes and other risks of the mining industry; global climate change; global conflicts; natural disasters; the impacts of civil unrest; breaches of the Company's policies, standards and procedures, laws or regulations; increasing societal and investor expectations, in particular with regard to environmental, social and governance considerations; the impacts of technological advancements; title disputes; limitations on insurance coverage; competition; loss of key employees; cyber security incidents; misjudgements in the course of preparing forward-looking information; and those factors discussed in the section entitled “Critical Accounting Estimates, Risks and Uncertainties” in this MD&A and in the section entitled “Risk Factors” in the AIF. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Except as required under applicable
Q1 2025 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted)
securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events, or otherwise. Accordingly, readers should not place undue reliance on forward-looking information.
TECHNICAL INFORMATION
Robert Cinits, P.Geo., has approved the technical disclosure in this MD&A. Mr. Cinits is a Qualified Person ("QP") as defined by NI 43-101.
Cautionary Note to United States Investors - Canadian Disclosure Standards in Mineral Resources and Mineral Reserves
All mineral reserve and mineral resource estimates included in this MD&A have been prepared in accordance with NI 43-101, which incorporates by reference the definitions of the terms ascribed by the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") in the CIM Definition Standards for Mineral Resources and Mineral Reserves, adopted by the CIM Council on May 10, 2014, as may be amended from time to time by the CIM.
NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral properties. NI 43-101 differs from the disclosure requirements of the United States Securities and Exchange Commission generally applicable to U.S. companies.
Accordingly, descriptions of mineral deposits contained in this MD&A may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
Page 20