
Entrée Resources Ltd. (TSX:ETG) (OTCQB:ERLFF) is pleased to announce it has closed the oversubscribed non-brokered private placement announced on October 20, 2026 . Due to strong demand, the Company agreed to increase the size of the financing to raise an additional C$4.3 million.
The Company has issued 12,485,300 units of the Company at a price of C$2.90 per Unit for gross proceeds of C$36,207,370.
Each Unit consists of one common share of the Company and one 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$3.95 per share for a period of three years. The securities issued in connection with the Private Placement are subject to a hold period expiring on March 5, 2027.
In connection with the oversubscribed portion of the Private Placement, the Company paid a fee of C$78,427.60 in cash, equal to 2% of aggregate gross subscription proceeds received by the Company from purchasers with accounts maintained by a registered investment dealer.
Net proceeds from the Private Placement are expected to be used for general corporate purposes, including to fund the preparation of the Company’s updated Technical Report in respect of its interest in the Entrée/Oyu Tolgoi joint venture property, increase the Company’s presence in Mongolia, and potentially refund a portion of the deposit and reduce the metal credits the Company is required to deliver under its Equity Participation and Funding Agreement with International Royalty Corporation upon the resolution of all outstanding issues in Mongolia.
Directors and officers of the Company and their associates acquired an aggregate 425,800 Units on the same terms and conditions as the other subscribers. The Insiders’ participation is exempt from the formal valuation and shareholder approval requirements provided under Multilateral Instrument 61-101 – Protection of Minority Holders in Special Transactions. The exemption is based on the fact that the market value of the Insiders’ participation or the consideration paid by such Insiders does not exceed 25% of the market value of the Company. No other insiders of the Company participated in the Private Placement.
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 securities being offered pursuant to the Private Placement 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 for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent U.S. federal and state 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.
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. Royal Gold, Inc. (through its wholly owned Canadian subsidiary International Royalty Corporation) and Rio Tinto are major shareholders of Entrée, beneficially holding approximately 23% and 15% of the shares of the Company, respectively.
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