Caledonia Mining Corporation Plc press release
Entrée Resources Announces Fiscal Year 2025 Results and Reviews Q4 Corporate Highlights
NYSE - New York Stock Exchange · Jersey · Corporate Finance
VANCOUVER, British Columbia, March 05, 2026 (GLOBE NEWSWIRE) -- 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, 2025. All numbers are in U.S. dollars unless otherwise noted.
Q4 2025 HIGHLIGHTS State Interest in Area of Licences
During the third quarter 2025, the Parliament of Mongolia approved Resolution No. 62 to establish a Temporary Oversight Committee to conduct a special investigation related to the protection of Mongolia’s interests and the enhancement of benefits derived from the exploitation of the Oyu Tolgoi strategic group of deposits (the “Oyu Tolgoi Strategic Deposit”). Company representatives attended a December 8, 2025, public hearing in Ulaanbaatar to answer questions related to the Shivee Tolgoi and Javkhlant mining licences (the “Licences”) on behalf of the Company. Following the public hearing, on December 26, 2025, the Parliament of Mongolia approved Resolution No. 120 directing the Government of Mongolia to implement certain measures with regard to the exploitation of the Oyu Tolgoi Strategic Deposit, to provide quarterly progress reports to the Economic Standing Committee of Parliament, and to present the results during the Autumn Session of Parliament in 2026. See “Outlook and Strategy” below. The Company received official notice on September 18, 2025 of the formation of a renewed working group (the “Government Working Group”) led by the Minister of Industry and Mineral Resources. The Government Working Group was established to negotiate the State’s interest in the area of the Licences. On October 17, 2025, the Company responded to a request from the Minister of Industry and Mineral Resources to advise the Government Working Group of the composition of the Company’s negotiating team. A preliminary meeting between Company representatives and the Government Working Group was held in Ulaanbaatar on December 10, 2025, and the Company expects further discussions to commence shortly.
Entrée/Oyu Tolgoi JV Property Update
During the second half of 2025, Oyu Tolgoi Lift 1 Panel 1 underground development work on the Shivee Tolgoi mining licence area remained paused pending transfer of the Licences from Entrée LLC to the Company’s joint venture partner Oyu Tolgoi LLC (“OTLLC”). The Entrée/Oyu Tolgoi joint venture (“Entrée/Oyu Tolgoi JV”) Management Committee approved a 2025 in-fill diamond drilling program at the Hugo North Extension deposit (“HNE”) comprised of ~8,329 metres of drilling on the Shivee Tolgoi mining licence in 19 underground holes and ~9,050 metres of drilling in 5 surface holes. As at December 31, 2025, ~4,688 metres of drilling on the Shivee Tolgoi mining licence in 22 underground holes had been completed, with one of the underground holes still in progress. In addition, ~5,250.4 metres of drilling in 6 surface holes had been completed, with one of the surface holes still in progress. The 2025 drilling program is intended to focus on gaps in the geological model. An updated resource model to be completed by OTLLC for Hugo North (including HNE) Lifts 1 and 2 is expected in H1 2026. Regional exploration programs on the area of the Licences continued in the fourth quarter 2025.
Oyu Tolgoi Underground Mine Update The Oyu Tolgoi project in Mongolia includes the Oyu Tolgoi mining licence, which is 100% owned and held by OTLLC and the Entrée/Oyu Tolgoi JV property (“Entrée/Oyu Tolgoi JV Property”), which is the subject of a Joint Venture Agreement with an effective date of June 30, 2008 as amended on February 3, 2025 (the “Entrée/Oyu Tolgoi JVA”) between the Company and OTLLC. Rio Tinto International Holdings Ltd. (“Rio Tinto”) owns 66% of OTLLC and is the manager of operations at Oyu Tolgoi.
On January 21, 2026, Rio Tinto announced the Oyu Tolgoi Lift 1 underground mine ramp-up remains on track to reach an average of around 500 thousand tonnes of copper per year from 2028 to 2036. Oyu Tolgoi is set to become the world’s fourth largest copper mine by 2030. Refer to Rio Tinto’s press release dated January 21, 2026, titled “Rio Tinto releases fourth quarter 2025 production results” available on its website at www.riotinto.comfor further details. Also see Rio Tinto plc’s Form 20-F for the financial year ended December 31, 2025 (“Form 20-F”) available on Edgar at https://www.sec.gov/search-filings.
Underground Lift 1 Panel 0 production level development completed during the fourth quarter 2025. Following completion of the concentrator conversion and Primary Crusher #2 in the third quarter, efforts focused on closeout and demobilisation activities, which are progressing as planned. The fourth quarter 2025 was another record quarter for copper production following the successful planned concentrator shutdown in September. Higher production was driven by the continued underground ramp-up, higher head grades, and recovery rates. Underground material movement supported by the now fully operational conveyor to surface achieved record daily throughput of 52ktpd and averaged 42ktpd in December. Rio Tinto disclosed in its Form 20-F that at the end of 2025, a total of 126 draw bells had been fired in Lift 1 Panel 0 on the Oyu Tolgoi mining licence and 6 draw bells had been fired in Lift 1 Panel 2 North on the Oyu Tolgoi mining licence. Rio Tinto noted engagement continues with the Government of Mongolia including for the transfer of the Licences from Entrée LLC to OTLLC. Rio Tinto maintains flexibility and options in the mine plan, including bringing Lift 1 Panel 1 or Lift 1 Panel 2 South into production first, depending on the timing of the transfer.
Corporate
For the 2025 fiscal year, the Company’s operating loss was $4.2 million compared to $4.8 million in 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 2025 fiscal year, the operating cash outflow before changes in non-cash working capital items was $2.6 million compared to $3.3 million in 2024. As at December 31, 2025, the cash balance was $4.3 million and the working capital balance was $4.2 million. On October 20, 2025, Colorado-based Royal Gold, Inc. (NASDAQ: RGLD) announced the closing of its previously announced acquisitions of Sandstorm Gold Ltd. and Horizon Copper Corp. through its wholly owned subsidiary International Royalty Corporation. On December 31, 2025, Dr. Michael Price retired from the Board of Directors after more than 7 years of service. Mr. Chris Adams was appointed as an independent director effective January 1, 2026, to fill the vacancy created by Dr. Price’s retirement.
OUTLOOK AND STRATEGY Arbitration Award and Transfer of Entrée/Oyu Tolgoi JV Licences 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 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.
A principal objective of the Company is to affect the transfer of the Licences from the Company’s Mongolian subsidiary Entrée LLC to OTLLC in accordance with applicable laws of Mongolia as the next step in the implementation of the Award. Transfer of the Licences to OTLLC, as Manager and owner of an 80% (or 70% depending on the depth of mineralization) participating interest in the Entrée/Oyu Tolgoi JV Property, is necessary to enable Lift 1 Panel 1 lateral development work on the Shivee Tolgoi mining licence area to proceed.
In February 2025, OTLLC and Entrée LLC duly executed and lodged License Transfer Agreements (the “License Transfer Agreements”) and supporting documentation with the Mongolian tax authority (“MTA”) for the assessment of tax on the transfer of the Licences in accordance with applicable laws of Mongolia.
Corporate income tax at a rate of 10% of the value of the Licences (with certain deductions allowed) will be assessed. The methodology to calculate 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 (the “Methodology”). The calculations must be confirmed by the MTA and taxes assessed and paid before the documentation necessary to affect the transfer of the Licences may be submitted to the Mineral Resources and Petroleum Authority of Mongolia (“MRPAM”) for registration. 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 Company and OTLLC actively engaged with the MTA and provided all materials necessary for the MTA to confirm the calculations of the values of the Licences in accordance with the Methodology. No confirmation was received from the MTA within the timeframe prescribed by law. On May 19, 2025, Entrée LLC lodged a formal complaint with the MTA. On July 3, 2025, the MTA advised Entrée LLC in writing it cannot confirm the calculations of the values of the Licences and provide a tax payment certificate until the percentage of State ownership is determined.
On August 1, 2025, Entrée LLC filed a claim with the Administrative Court of Mongolia seeking an order for the MTA to review and confirm the calculations of values of the Licences in accordance with applicable laws of Mongolia. The Court hearing is currently scheduled for March 2026.
Ongoing delays in completion of the transfer of the Licences to OTLLC will result in delays, which may be significant, to Oyu Tolgoi Lift 1 Panel 1 lateral development work on the Shivee Tolgoi mining licence area. Such delays could have an adverse effect on development costs and schedule, the business, assets, future cash flow, and financial condition of the Company, and the Company’s share price.
State Ownership The Company is also focused on the resolution of outstanding issues relating to the State’s interest in the Oyu Tolgoi Strategic Deposit. The Minerals Law of Mongolia provides the State may, without compensation, be an up to 34% equity participant with any private legal entity in the 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 Parliament of Mongolia may determine that the State receive royalty payments in lieu of an equity interest.
On April 9, 2025, the Government of Mongolia adopted Resolution No. 170, which establishes the boundaries of certain mineral deposits of strategic importance, including the Oyu Tolgoi Strategic Deposit. The Licences are included in the boundaries of the Oyu Tolgoi Strategic Deposit.
The State already holds 34% of the economic benefit that OTLLC derives from its 80% (or 70% depending on the depth of mineralization) contractual interest in the area of the Licences by virtue of Erdenes Oyu Tolgoi LLC’s shareholding in OTLLC and the 2009 Oyu Tolgoi Investment Agreement (“OTIA”). The Company has consistently maintained its willingness to fulfil any obligation under Mongolian law to provide the State 34% of the economic benefit that the Company derives from its 20% (or 30% depending on the depth of mineralization) contractual interest in the area of the Licences.
On July 2, 2025, the Parliament of Mongolia approved Resolution No. 62 to establish a Temporary Oversight Committee to conduct a special investigation related to the protection of Mongolia’s interests and the enhancement of benefits derived from the exploitation of the Oyu Tolgoi Strategic Deposit. The scope of the special investigation included conducting oversight and inspection in connection with determining the State’s ownership interest and percentage, based on the established reserves and valuation of the Licence areas, as well as other relevant documents. The Company and OTLLC supported the activities of the Temporary Oversight Committee by providing thousands of pages of requested documents in a timely manner and participating in numerous inspector meetings and discussions. Company representatives attended a December 8, 2025, public hearing in Ulaanbaatar to answer questions related to the Licences on behalf of the Company.
On December 26, 2025, the Parliament of Mongolia approved Resolution No. 120 directing the Government of Mongolia to implement certain measures with regard to the exploitation of the Oyu Tolgoi Strategic Deposit, to provide quarterly progress reports to the Economic Standing Committee of Parliament, and to present the results during the Autumn Session of Parliament in 2026. Among other things, Resolution No. 120 directs the Government of Mongolia to ensure adherence to the Constitution of Mongolia and other relevant legislation in the exploitation activities on the Licences, to develop proposals to determine the State’s ownership to ensure that the people hold the majority of the benefits, and to establish conditions to avoid any future financial or investment obligations that could negatively impact Mongolia’s share of benefits.
Separately, by Order No. 73 of the Prime Minister of Mongolia dated August 22, 2025, a Working Group led by the Minister of Industry and Mineral Resources was established in order to negotiate the State’s interest in the area of the Licenses. The Company received official notice of the formation of the Working Group on September 18, 2025 and on October 17, 2025 the Company responded to a request from the Minister of Industry and Mineral Resources to advise the Working Group of the composition of the Company’s negotiating team. A preliminary meeting between Company representatives and the Government Working Group was held in Ulaanbaatar on December 10, 2025, and the Company expects further discussions to commence shortly.
Under both the OTIA and the Entrée/Oyu Tolgoi JVA, OTLLC has the exclusive right to hold the Licences and to construct and operate infrastructure, conduct mineral exploration, and conduct the operations of mining and processing in the area of the Licences. The Company will work closely with OTLLC and the Government Working Group to ensure State participation in the area of the Licences is resolved in a mutually beneficial manner in accordance with applicable contracts and laws.
If the Company is unable to resolve issues regarding the State’s interest in a timely fashion or in a manner that is acceptable to the Company, it could have an adverse effect on the business, assets, future cash flow, and financial condition of the Company, and the Company’s share price.
Potential Conversion of Entrée/Oyu Tolgoi JVA 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 provide the State 34% of the economic benefit that the Company derives 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.
SUMMARY OF OPERATING RESULTS Operating Loss During the year ended December 31, 2025, the Company’s operating loss was $4.2 million compared to $4.8 million for the year ended December 31, 2024.
Project expenditures in the 2025 year consisted of costs related to the Company’s efforts to resolve outstanding issues around the State’s interest in the area of the Licences and the transfer of the Licences to OTLLC compared to the 2024 year’s costs which were related to the arbitration and strategic negotiations with OTLLC on the potential conversion of the Entrée/Oyu Tolgoi JVA into a more effective agreement of equivalent economic value. Both the 2025 and 2024 year’s project costs included project administration and scholarship program expenditures.
General and administration, share-based compensation, and depreciation expenditures in 2025 were consistent with 2024.
Non-operating Items The foreign exchange (gain) loss in 2025 was the result of a stronger C$ during the year and the positive effect on the US dollar denominated loan payable to OTLLC balance.
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. There was $2.4 million of Hugo North Extension Lift 2 in-fill drilling costs allocated to the Company during the year.
Deferred revenue finance costs are related to recording the non-cash finance costs associated with the deferred revenue balance, specifically the International Royalty Corporation stream.
The total assets as at December 31, 2025 were higher than at December 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 milestones. Accordingly, the Company began capitalizing the development costs incurred on Lift 1 Panel 1 on the Entrée/Oyu Tolgoi JV Property in October 2024. As at December 31, 2025, the Company has capitalized $1.1 million (December 31, 2024 - $0.2 million) as Property and Equipment in relation to these development costs.
Total non-current liabilities have increased since December 31, 2024 due to recording the non-cash deferred revenue finance costs and additions to the loan payable to OTLLC balance.
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. Royal Gold, Inc. (through its wholly owned Canadian subsidiary International Royalty Corporation) 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 Entrée Resources Ltd. Tel: 604-687-4777 | Toll Free: 1-866-368-7330 E-mail: djan@EntreeResourcesLtd.com
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