Vancouver, B.C., March 12, 2025 – Entrée Resources Ltd. (TSX:ETG; OTCQB:ERLFF – the “Company” or “Entrée”) has today filed its annual operational and financial results for the year ended December 31, 2024. All numbers are in U.S. dollars unless otherwise noted.
2024 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.
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 on October 28, 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 December 31, 2024, OTLLC had completed 48 equivalent metres 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.
The 2024 in-fill diamond drilling program at HNE included seven surface holes and 25 underground holes. As at January 27, 2025, a total of ~4,652.1 metres of surface drilling had been completed and ~6,221.1 metres of underground drilling had been completed on the Shivee Tolgoi mining licence. The 2024 drill 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.
One drill hole (EJD0099) totaling 1,500 metres was drilled at the western edge of the Heruga copper-gold-molybdenum deposit in 2024 to test possible extensions of mineralization to the west. EJD0099 is the first hole drilled at the Heruga deposit since 2012 and is located several hundred metres west of the majority of the previous drilling in the northern half of the deposit. The Entrée/Oyu Tolgoi JV Management Committee had also approved approximately 8,785 metres of diamond drilling in five surface holes on the Heruga deposit in 2024 to increase ore body knowledge and support an Order of Magnitude Study. The drilling was ultimately cancelled due to drill rig availability. No Heruga deposit drilling is currently planned for 2025.
The 2024 exploration program for the Shivee Tolgoi mining licence focused on the Airport South, Ulaan Khud and North of HNE (the area between HNE and Ulaan Khud, also known as “Ridge”) targets, including one inclined diamond drill hole totaling ~1,200 metres at the North of HNE target, one inclined diamond drill hole at the Ulaan Khud target totaling ~1,128 metres, geochemical soil sampling, and gravity/CSAMT geophysical surveys. During 2024, work on the Javkhlant mining licence focused on the Bumbat Ulaan target and the Heruga Trend, including drilling programs and a detailed ground gravity survey, a CSAMT geophysical survey and geological mapping. On the Javkhlant mining licence, one diamond drill hole totaling 640 metres was completed at the West Heruga target, and a total of 1,200 metres of diamond drilling in four holes was completed at Bumbat Ulaan.
The Company announced analytical results from deposit and regional diamond drilling programs conducted by OTLLC between 2022 and 2024 as they were made available by OTLLC. See the Company’s press releases dated February 28, 2024, July 18, 2024, November 4, 2024, and 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 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. On January 16, 2025, Rio Tinto announced that the Oyu Tolgoi Lift 1 underground mine continues to successfully ramp-up. 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 January 16, 2025, titled “Rio Tinto releases fourth quarter production results” available on its website at www.riotinto.com for further details.
OTLLC has opened a total of 124 Lift 1 draw bells from Panel 0 on the Oyu Tolgoi mining licence, including four draw bells during the quarter ended December 31, 2024. In the fourth quarter 2024, OTLLC delivered 2.1 million tonnes of milled ore from the underground mine on the Oyu Tolgoi mining licence at an average copper head grade of 1.96%.
Ventilation Shafts 3 and 4 were commissioned during the third quarter 2024 with fresh air now being drawn into the underground mine.
First ore on the conveyor to surface belt was achieved in October 2024, with the conveyor system now able to transport ore to the surface from a depth of 1,300 metres. Commissioning activities commenced during the second quarter 2024 and are forecast to be progressively completed through to the second quarter 2025, with load and production testing of the conveyor system progressing. Production was 33% higher in the fourth quarter 2024 than in the previous quarter due to the ongoing commissioning activities.
Construction works for the concentrator conversion remain on schedule. Commissioning activities commenced during the fourth quarter 2024 and are forecast to be progressively completed through to the second quarter 2025.
Construction of primary crusher 2 is progressing to plan and remains on track to be completed by the end of 2025.
In November 2024, OTLLC successfully concluded its Collective Labour Agreement negotiations. The agreement will remain in effect for the next three years.
Production is scheduled to come from Panel 0 and Panel 2 on the Oyu Tolgoi mining licence in 2025. OTLLC is planning to undertake development work in Panel 1 on both the Oyu Tolgoi mining licence and the Entrée/Oyu Tolgoi JV Property.
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 Hugo North Extension deposit on the Entrée/Oyu Tolgoi JV Property is located at the northern portion of Panel 1.
Corporate
For the 2024 fiscal year, the Company’s operating loss was $4.8 million compared to $4.5 million in 2023. The increase was mainly due to legal costs related to the arbitration proceedings.
For the 2024 fiscal year, the operating cash outflow before changes in non-cash working capital items was $3.3 million compared to $3.1 million in 2023.
As at December 31, 2024, the cash balance was $2.4 million and the working capital balance was $2.6 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.
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) and value added tax (if applicable) will be assessed. The methodology to determine the value of the Licences 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 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 acceptance and the requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions 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 Hugo North Extension copper-gold deposit on the Shivee Tolgoi mining licence and the Heruga copper-gold-molybdenum deposit on the Javkhlant mining licence are part 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.
SUMMARY OF OPERATING RESULTS
Operating Loss
During the year ended December 31, 2024, the Company’s operating loss was $4.8 million compared to $4.5 million for the year ended December 31, 2023.
Project expenditures consisted of legal, professional and advisory fees related to the arbitration proceedings and for commercial negotiations regarding the potential conversion of the Entrée/Oyu Tolgoi JVA to an alternate arrangement.
General and administration, share-based compensation, and depreciation expenditures were consistent with 2023.
Non-operating Items
The foreign exchange loss (gain) in 2024 was primarily the result of movements between the C$ and US dollar as the Company holds its cash in both currencies and the loan payable to OTLLC is denominated in US dollars.
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.
Deferred revenue finance costs are related to recording the non-cash finance costs associated with the deferred revenue balance, specifically the Sandstorm Gold Ltd. stream.
The total assets as at December 31, 2024 were lower than at December 31, 2023 due to a lower cash balance which was partially offset by the capitalization of certain Entrée/Oyu Tolgoi Property costs. The Company capitalized $0.2 million of development costs associated with the commencement of Lift 1 Panel 1 development on the Licences.
Total non-current liabilities have increased since December 31, 2023 due to recording the non-cash deferred revenue finance costs each quarter and additions to the loan payable to OTLLC balance during fiscal 2024.
The Company’s Annual Financial Statements and Management’s Discussion and Analysis (“MD&A”), and Annual Information Form are available on the Company’s website at www.EntreeResourcesLtd.com, on SEDAR+ at www.sedarplus.ca, and on OTC Markets at www.otcmarkets.com. Shareholders can receive a hard copy of the Company’s audited Annual Financial Statements upon request.
QUALIFIED PERSON
Robert Cinits, P.Geo., a Qualified Person as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects, has approved the technical information in this release. For further information on the Entrée/Oyu Tolgoi JV Property, see the Company’s Technical Report, titled “Entrée/Oyu Tolgoi Joint Venture Project, Mongolia, NI 43-101 Technical Report”, with an effective date of October 8, 2021, available on SEDAR+ at www.sedarplus.ca.
ABOUT ENTRÉE RESOURCES LTD.
Entrée Resources Ltd. is a well-funded Canadian mining company with a unique carried joint venture interest on a significant portion of one of the world’s largest copper-gold projects – the Oyu Tolgoi project in Mongolia. Entrée has a 20% or 30% carried participating interest in the Entrée/Oyu Tolgoi JV, depending on the depth of mineralization. Horizon Copper Corp. and Rio Tinto are major shareholders of Entrée, beneficially holding approximately 24% and 16% of the shares of the Company, respectively. More information about Entrée can be found at www.EntreeResourcesLtd.com.
FURTHER INFORMATION
David Jan
Investor Relations |