Entrée Resources Ltd. (TSX:ETG) (OTCQB:ERLFF)  is pleased to announce it has closed the non-brokered private placement announced on January 21, 2025.

The Company has issued 2,577,700 units of the Company at a price of C$2.21 per unit for gross proceeds of C$5,696,717.

Each Unit consists of one common share of the Company and one-half of one non-transferable common share purchase warrant of the Company. Each Warrant will entitle the holder to purchase one additional common share of the Company at a price of C$3.00 per share for a period of two years. The securities issued in connection with the Financing are subject to a hold period expiring on May 25, 2025. No finder’s fees were paid in connection with the Private Placement.

Net proceeds from the Financing are expected to be used for general corporate purposes, including implementation of the partial final award 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 and Turquoise Hill Resources Ltd. (see the Company’s News Release dated December 19, 2024 titled “Entrée Resources Wins Arbitration Decision”) and to support ongoing commercial discussions with Oyu Tolgoi project stakeholders.

Horizon Copper Corp. through its wholly owned subsidiary, 1363013 B.C. Ltd., an insider of the Company, acquired 625,202 Units under the Financing on the same terms and conditions as other subscribers. Following closing, Horizon indirectly holds 50,297,717 common shares of the Company, or 24.25% of the Company’s issued and outstanding shares. Participation by Horizon in the Financing is exempt from the formal valuation and shareholder approval requirements provided under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The exemption is based on the fact the market value of Horizon’s participation or the consideration paid by Horizon does not exceed 25% of the market value of the Company. No other insiders of the Company participated in the Financing.

The Company will be filing a material change report in connection with the transaction less than 21 days before the date of the closing of the transaction, and considers the shorter period to be reasonable given the nature of the transaction and the fact that all necessary approvals have been obtained.

The Units and Warrant Shares have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit, US. Persons absent registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States or to, or for the account or benefit, US. Persons. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

ABOUT ENTRÉE RESOURCES LTD.

Entrée Resources Ltd. is a 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 joint venture, 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.