Exhibit 99.2
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|
Management’s Discussion and Analysis
First Quarter Ended March 31, 2022
(Expressed in United States dollars, except
per share amounts and where otherwise noted) |
May 10, 2022
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, 2022 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, 2021, 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.sedar.com. 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 2022 HIGHLIGHTS
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 Entrée’s joint venture partner Oyu Tolgoi LLC
("OTLLC") and the Entrée/Oyu Tolgoi JV Property, which is a partnership between Entrée and OTLLC (see "Overview
of Business" below). On May 10, 2022, OTLLC’s 66% shareholder Turquoise Hill Resources Ltd. ("Turquoise Hill") provided
an update on Oyu Tolgoi underground development:
| · | COVID-19 cases identified at Oyu Tolgoi trended downward in the first quarter 2022. Onsite workforce numbers
over the quarter increased to approximately 90% of plan with mobilization of personnel across multiple work-fronts. COVID-19 related restrictions
for international arrivals to Mongolia have been lifted and international flights have resumed across the region. Safety continues to
be OTLLC’s top priority and controls remain in place at site to protect the workforce. |
| · | On January 24, 2022, Turquoise Hill announced the resolution of key outstanding issues related to the
Oyu Tolgoi underground mine: |
| o | Turquoise Hill and the Government of Mongolia reached a mutual understanding for a renewed partnership. |
| o | Turquoise Hill and Rio Tinto entered into a binding agreement that delineates a comprehensive funding
arrangement to address Turquoise Hill’s estimated incremental funding requirements to complete the project. |
| o | The OTLLC board approved the signing of an Electricity Supply Agreement ("ESA") to provide Oyu
Tolgoi with a long-term source of power from the Mongolian grid on terms fully agreed with the Government of Mongolia. Power will be delivered
pursuant to the ESA once certain technical conditions are satisfied. |
| • | During the first quarter 2022, several significant milestones were achieved including the
commencement of the Panel 0 undercut on the Oyu Tolgoi mining licence, and commissioning of Material Handling System 1
("MHS1") and the first on-footprint truck chute. Undercut blasting and on-footprint construction work, including roadways
and steel set construction, continues to progress well ahead of the first drawbell blast expected in the third quarter 2022.
Infrastructure to support production ramp up also progressed during the quarter, including completion of the conveyor to surface
decline mining and transfer chamber mass excavation. |
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
| · | The Shaft 3 headframe was commissioned and sinking commenced on March 31, 2022 from a cumulative depth
of 83 metres below ground level. Shaft 4 sinking re-started on March 25, 2022 after work was interrupted on February 17, 2022 due to an
electrical fault. Shaft 4 advancement is 190 metres below ground level as at March 31, 2022. Although progress of these shafts continued
during the quarter, challenges with sinking rates continue. |
| · | As previously disclosed, the first Panel 1 draw bell is now expected in H1 2027 rather than H2 2026 due
to later than planned commencement of the Panel 0 undercut on the Oyu Tolgoi mining licence, lateral development scope changes, impacts
of COVID-19 on development progression and delays to the forecast completion dates for Shafts 3 and 4. Shafts 3 and 4 are required to
provide ventilation to support production from Panels 1 and 2 during ramp up to 95,000 tonnes per day ("tpd"). The Hugo North
Extension deposit on the Entrée/Oyu Tolgoi JV Property is located in the northern portion of Panel 1. |
| · | A 2022 cost and schedule update for the underground project is currently under review by Turquoise Hill.
As part of the update, schedules for Shafts 3 and 4 are under review, and a program of work is underway to maximize the productivity of
their development. The potential impact of any further schedule slippage to Shafts 3 and 4 on the timing of Panels 1 and 2 is under review
but is not expected by Turquoise Hill to result in equivalent delays to Panels 1 and 2 given the current underground development approach
and further mitigation opportunities under investigation. |
| · | Surface and underground drilling programs on the Oyu Tolgoi mining licence and the Entrée/Oyu Tolgoi
JV Property will support the evaluation by OTLLC of different design and sequencing options for Lift 1 Panels 1 and 2. OTLLC has planned
a total of 25,000 metres of Hugo North (including Hugo North Extension) Lift 1 drilling for 2022 and 2023 to increase orebody knowledge
and extend the current mine design. Most of the drill metres are into potential future mining areas which are on the Lift 1 horizon and
currently excluded from the mineral reserve. In the first quarter 2022, the focus of the drilling program was the northern part of Lift
1, Panel 1 and the southern part of Lift 1, Panel 2. OTLLC has scheduled the Lift 1 Panel 1 design optimization study for completion in
early 2023. |
| · | In addition, OTLLC has planned approximately 100,000 metres of Hugo North (including Hugo North Extension)
Lift 2 drilling over the next four years (2022-2025) to improve orebody knowledge and geotechnical modelling of Lift 2. |
Entrée/Oyu Tolgoi JV Property Update
| • | For 2022, the Entrée/Oyu Tolgoi joint venture (the "Entrée/Oyu Tolgoi JV") has approved
an amended budget for Lift 1 and Lift 2 Panel 1 drilling on the Entrée/Oyu Tolgoi JV Property, targeting the Hugo North Extension
deposit. The revised drill plan now comprises 18 underground holes (totalling 7,893 metres) and two surface holes (totalling 3,560 metres).
The underground holes will all be collared from the Oyu Tolgoi licence and cross onto the Entrée/Oyu Tolgoi JV ground. The drill
plan and timing of the drilling are subject to change. |
| • | The Company continues to monitor the situation in Mongolia including with respect to possible delays to
commencement of Panel 1. The Company will assess the potential impact of any delays as it becomes aware of them and will update the market
accordingly. |
Corporate
| • | Q1 2022 operating loss was $0.6 million compared to an operating loss of $0.5 million in Q1 2021. |
| • | Q1 2022 operating cash outflow before working capital was $0.5 million compared to an operating cash outflow
before working capital of $0.4 million in Q1 2021. |
| • | As at March 31, 2022, the cash balance was $8.5 million and the working capital balance was $8.5 million. |
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 joint venture property (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% 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 interest.
The Oyu Tolgoi project includes two separate
land holdings: the Oyu Tolgoi mining licence, which is held by OTLLC (66% Turquoise Hill and 34% the Government of Mongolia), and the
Entrée/Oyu Tolgoi JV Property, which is a partnership between Entrée and OTLLC. The Entrée/Oyu Tolgoi JV Property
comprises the eastern portion of the Shivee Tolgoi mining licence, and all of the Javhlant mining licence, which mostly surround the Oyu
Tolgoi mining licence (see Figure 1 below). Both the Shivee Tolgoi and Javhlant mining licences are held by Entrée. The terms of
the Entrée/Oyu Tolgoi JV state that 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 copper-gold deposit (also referred to as "HNE") 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. Lift 1 is in development by project operator Rio Tinto. When the Lift 1 underground
reaches peak production, Oyu Tolgoi is expected to be the fourth largest copper mine in the world.
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
In addition to the Hugo North Extension copper-gold
deposit, the Entrée/Oyu Tolgoi JV Property includes approximately 93% of the mineral resource tonnes outlined at the Heruga copper-gold-molybdenum
deposit and a large exploration land package, which together form a significant component of the overall Oyu Tolgoi project.
The Company also has the following assets:
| • | Blue Rose JV - a 56.53% interest in the Blue Rose joint venture ("Blue Rose JV") on minerals
other than iron ore on Exploration Licence 6006 ("EL 6006") in the Olary Region of South Australia. The Blue Rose JV partners
also have certain rights and royalties with respect to iron ore outlined or extracted from the area covered by EL 6006. |
| • | The right to Cañariaco Project Royalty Pass-Through Payments (see "Investments" section
below). |
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, 2022 and the date of this MD&A,
Rio Tinto International Holdings Limited ("Rio Tinto") beneficially owns 31,981,129 common shares (including 14,539,333 common
shares held by Turquoise Hill), or 16.3% of the outstanding shares of the Company. As at March 31, 2022 and the date of this MD&A,
Sandstorm Gold Ltd. ("Sandstorm") owned 49,672,515 common shares, or 25.2% of the outstanding shares of the Company.
On February 17, 2022, Sandstorm announced it
has signed a letter of intent with Royalty North Partners Ltd. ("Royalty North") (TSX.V: RNP) whereby Royalty North will acquire
certain non-royalty and non-stream assets from Sandstorm, including Sandstorm’s shares of the Company. The transaction will be structured
as a reverse take-over of Royalty North. Subject to the satisfaction of certain conditions and receipt of necessary approvals, the transaction
is expected to close in the second half of 2022. Sandstorm will retain an approximately 34% equity interest in the resulting issuer.
On March 14, 2022, Rio Tinto announced it has
made a non-binding proposal to Turquoise Hill to acquire the approximately 49% of the issued and outstanding shares of Turquoise Hill
that Rio Tinto does not currently own for approximately $2.7 billion. In addition to strengthening Rio Tinto’s copper portfolio,
the acquisition would create a more efficient ownership and governance structure for the Oyu Tolgoi project. Following the successful
completion of a transaction, Rio Tinto would have a 66% interest in deposits on the Oyu Tolgoi mining licence and a 52.8% interest in
the Hugo North Extension and Heruga deposits on the Entrée/Oyu Tolgoi JV Property.
Effective October 1, 2019, the Company voluntarily
withdrew its common shares from listing on NYSE American and its common shares commenced trading on the OTCQB under the trading symbol
"ERLFF". On April 24, 2006, the Company’s common shares began trading on the Toronto Stock Exchange ("TSX")
and discontinued trading on the TSX Venture Exchange. The trading symbol remained "ETG".
OUTLOOK AND STRATEGY
With the commencement of the Lift 1 Panel 0
undercut, Turquoise Hill’s renewed partnership with the Government of Mongolia and execution of a comprehensive funding plan for
the world class Oyu Tolgoi underground mine, Entrée’s primary objective for the 2022 year is to advance potential amendments
to the joint venture agreement (the "Entrée/Oyu Tolgoi JVA") that currently governs the relationship between Entrée
and OTLLC and upon finalization, transfer the Shivee Tolgoi and Javhlant mining licences to OTLLC as manager of the Entrée/Oyu
Tolgoi JV. The form of Entrée/Oyu Tolgoi JVA was agreed between the parties in 2004, prior to the execution of the 2009 Oyu Tolgoi
Investment Agreement among the Government of Mongolia, OTLLC, Rio Tinto and Turquoise Hill (the "Oyu Tolgoi Investment Agreement")
and commencement of underground development. The Company currently is registered in Mongolia as the 100% ultimate holder of the Shivee
Tolgoi and Javhlant mining licences.
The Company believes that amendments that align
the interests of all stakeholders as they are now understood, would be in the best interests of all stakeholders, provided there is no
net erosion of value to Entrée. No agreements have been finalized and there are no assurances agreements may be finalized in the
future.
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
ENTRÉE/OYU TOLGOI JV PROPERTY AND SHIVEE
WEST PROPERTY - MONGOLIA
2021 Technical Report Highlights
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.
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.
Both the 2021 Reserve Case and the 2021 PEA
are based on information supplied by OTLLC or reported within its 2020 Oyu Tolgoi Mongolian Statutory Study ("OTMSS20"). OTMSS20
was completed by OTLLC in July 2020 and discusses the mine plan for Lift 1 of the Hugo North/Hugo North Extension underground block cave
on the Oyu Tolgoi mining licence and the Entrée/Oyu Tolgoi JV Property. The Lift 1 mine plan incorporates the development of three
panels, and in order to reach the full sustainable production rate of 95,000 tpd from the underground operations all three panels need
to be in production. The Hugo North Extension deposit on the Entrée/Oyu Tolgoi JV Property is located at the northern portion of
Panel 1.
Life-of-mine ("LOM") highlights of the
production and financial results from the 2021 Reserve Case and the 2021 PEA are summarized as follows:
| Entrée/Oyu Tolgoi JV Property |
Units |
2021 Reserve Case (Lift 1) |
2021 PEA (Lift 2) |
| Attributable Financial Results |
|
|
|
| Cash Flow, pre-tax |
US$M |
449 |
1,982 |
| NPV(5%), after-tax |
US$M |
185 |
541 |
| NPV(8%), after-tax |
US$M |
131 |
306 |
| NPV(10%), after-tax |
US$M |
104 |
213 |
| |
|
|
|
| LOM Recovered Metal |
|
|
|
| Copper Recovered |
Mlb |
1,249 |
4,564 |
| Gold Recovered |
koz |
549 |
2,025 |
| Silver Recovered |
koz |
3,836 |
15,067 |
| |
|
|
|
| LOM Processed Material |
|
|
|
| Probable Reserve Feed |
|
40 Mt @ 1.54% Cu, 0.53 g/t Au, 3.63 g/t Ag |
— |
| Indicated Resource Feed |
|
— |
77.9 Mt @ 1.35% Cu, 0.49 g/t Au, 3.6 g/t Ag (1.64% CuEq) |
| Inferred Resource Feed |
|
— |
87.8 Mt @ 1.35% Cu, 0.49 g/t Au, 3.6 g/t Ag (1.64% CuEq) |
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
Notes:
| 1. | Long term metal prices used in the NPV economic analyses for the 2021 Reserve Case and the 2021 PEA are:
copper $3.25/lb, gold $1,591.00/oz, silver $21.08/oz. |
| 2. | Mineral reserves in the 2021 Reserve Case, and mineral resources in the 2021 PEA mine plan are reported
on a 100% basis. |
| 3. | Entrée has a 20% interest in the above processed material and recovered metal. |
| 4. | The Mineral reserves that form the basis of the 2021 Reserve Case are from a separate portion of the Hugo
North Extension deposit than the mineral resources in the 2021 PEA. |
| 5. | Copper equivalent ("CuEq")
is calculated as shown in the notes to the Entrée/Oyu Tolgoi JV Property Mineral Resources table below. |
| 6. | 2021 Reserve Case cash flows are discounted to the beginning of 2021. |
| 7. | 2021 PEA cash flows are discounted to the beginning of 2027, the assumed beginning of Hugo North Lift
2 development. Attributable Entrée/Oyu Tolgoi JV production is assumed to begin in 2031 and ramps up to stable production in 2043.
Final Entrée/Oyu Tolgoi JV attributable production is assumed to conclude in 2056. |
| 8. | The 2021 Reserve Case and 2021 PEA are exclusive of each other. |
| 9. | Indicated and Inferred resource average expected run-of-mine feed grade of 1.35% copper, 0.49 g/t gold,
and 3.6 g/t silver (1.64% CuEq) includes dilution and mine losses. |
The economic analysis in the 2021 PEA is based
on a conceptual mine plan and does not have as high a level of certainty as the 2021 Reserve Case. The 2021 PEA is preliminary in nature
and includes Inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to
them that would enable them to be categorized as mineral reserves, and there is no certainty that the 2021 PEA will be realized. Mineral
resources are not mineral reserves and do not have demonstrated economic viability.
In both the 2021 Reserve Case and the 2021 PEA,
Entrée is only reporting the production and cash flows attributable to the Entrée/Oyu Tolgoi JV Property, not production
and cash flows for other Oyu Tolgoi project areas owned 100% by OTLLC. The production and cash flows from the 2021 Reserve Case and the
2021 PEA are from separate parts of the Hugo North Extension deposit and there is no overlap of the mineralization.
Below are some of the key financial assumptions
and outputs from the 2021 Reserve Case and the 2021 PEA. All figures shown for both cases are reported on a 100% Entrée/Oyu Tolgoi
JV basis, unless otherwise noted. Both cases assume long term metal prices of $3.25/lb copper, $1,591.00/oz gold and $21.08/oz silver.
Key items per the 2021 Reserve Case outputs are
as follows:
| • | Assumes Entrée/Oyu Tolgoi JV Property development production from Hugo North Extension Lift 1 will
start in H2 2022 with the first draw bell in 2026, peak production in 2034, and final production in 2038. |
| • | 17-year Lift 1 LOM production (includes 4-years development production followed by 13-years block cave
production). |
| • | Maximum production rate of approximately 25,000 tpd, which is blended with
production from OTLLC’s Oyut open pit deposit and Hugo North deposit to supply a maximum mill throughput rate of 125,000 tpd. |
| • | Total recovered metal over the LOM of Hugo North Extension Lift 1: 1,249,000 lbs copper, 549,000 oz gold,
3,836,000 oz silver. |
| • | Total direct development and sustaining capital expenditures of approximately $275.7 million ($55.1 million
attributable to Entrée). |
| • | Entrée LOM average cash cost before credits $1.57/lb payable copper. |
| • | Entrée LOM average cash costs after credits ("C1") $0.79/lb payable copper. |
| • | Entrée LOM average all-in sustaining costs ("AISC") $1.26/lb payable copper. |
Key items per the 2021 PEA outputs are as follows:
| • | Assumes Entrée/Oyu Tolgoi JV Property development production from Hugo North Extension Lift 2 to
start in approximately 2034 with the first draw bell in 2038, peak production in 2047 and final production in 2055. |
| • | 22-year Lift 2 mine life (4-years development production and 18-years block cave production). |
| • | Maximum production rate of approximately 40,500 tpd, which is blended with production from OTLLC’s
Oyut open pit deposit and Hugo North deposit to supply a maximum mill throughput rate of 125,000 tpd. |
| • | Total metal production over the LOM of Hugo North Extension Lift 2: 4,564,000 lbs copper, 2,025,000 oz
gold, 15,067,000 oz silver. |
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
| • | Total direct development and sustaining capital expenditures of approximately $1,589.6 million ($319.7
million attributable to Entrée). |
| • | Entrée LOM average cash cost before credits $1.10/lb payable copper. |
| • | Entrée LOM average C1 $0.30/lb payable copper. |
| • | Entrée LOM average AISC $0.92/lb payable copper. |
The 2021 Reserve Case and the 2021 PEA are mutually
exclusive. If the 2021 Reserve Case is developed and brought into production, the mineralization from Hugo North Extension Lift 2 is not
sterilized or reduced in tonnage or grades. 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.
On December 18, 2020, Turquoise Hill announced
that a definitive estimate of project cost and schedule (the "Definitive Estimate") that refines the analysis in OTMSS20 and
broadly confirms the economics and assumptions presented therein had been completed and delivered to OTLLC by Rio Tinto. The Company has
not received a copy of the Definitive Estimate and it was not reviewed or relied upon in the preparation of the 2021 Reserve Case or the
2021 PEA. According to Turquoise Hill, the Definitive Estimate assumes COVID-19 related restrictions in 2021 that are no more stringent
than those experienced in September 2020. On May 10, 2022, Turquoise Hill reported that more stringent COVID-19 restrictions through the
end of the first quarter 2022 have resulted in a cumulative increase of $195 million to the underground development capital estimate in
the Definitive Estimate. Turquoise Hill is also currently reviewing a 2022 cost and schedule update for the underground project. Preliminary
outcomes, which incorporate the known, incremental COVID-19 cost impact of $195 million through March 31, 2022, associated taxes, and
an estimate of further COVID-19 management costs over the remaining development schedule, indicate an increase in the total expected development
capital of the Definitive Estimate from $6.75 billion to $7.06 billion.
Neither OTMSS20 nor the results of the 2021
Reserve Case and 2021 PEA reflect the impacts of the COVID-19 pandemic or other known delays. In particular, the first Lift 1 Panel 1
draw bell is now expected in H1 2027 rather than H2 2026 due to later than planned commencement of the Panel 0 undercut on the Oyu Tolgoi
mining licence, lateral development scope changes, impacts of COVID-19 on development progression and delays to the forecast completion
dates for Shafts 3 and 4. As part of the 2022 cost and schedule update, schedules for Shafts 3 and 4 are under review, and a program of
work is underway to maximize the productivity of their development. The potential impact of any further schedule slippage to Shafts 3
and 4 on the timing of Panels 1 and 2 is under review but is not expected by Turquoise Hill to result in equivalent delays to Panels 1
and 2 given the current underground development approach and further mitigation opportunities under investigation. Shafts 3 and 4 are
required to provide ventilation to support production from Panels 1 and 2 during ramp up to 95,000 tpd.
The Company continues to monitor the situation
in Mongolia including with respect to possible delays to commencement of Panel 1. The Company will assess the potential impact of any
delays as it becomes aware of them and will update the market accordingly.
The 2021 Technical Report has been filed on SEDAR
and is available for review under the Company’s profile on SEDAR (www.sedar.com) or on
www.EntreeResourcesLtd.com.
Summary and Location of Project
The "Entrée/Oyu Tolgoi JV Project"
(shown on Figure 1 below) comprises the Entrée/Oyu Tolgoi JV Property and the Shivee West Property (see "Shivee West Property
Summary" below). The Entrée/Oyu Tolgoi JV Project 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 and several priority exploration targets, including Hugo North Extension, West of Heruga, Ulaan Khud, Airstrip, Bumbat
Ulaan, Mag West, Gravity Ridge, Castle Rock and Southeast IP. Additional targets exist on the Shivee West Property that remain to be further
explored.
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
The Entrée/Oyu Tolgoi JV Project is located
within the Aimag (province) of Ömnögovi 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 comprises
the eastern portion of the Shivee Tolgoi mining licence and all of the Javhlant mining licence, and 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 Hugo North Lift 1 underground block cave mine plan that is currently in development
on the Oyu Tolgoi mining licence. The 2021 Reserve Case assumes initial development production will start on the Entrée/Oyu Tolgoi
JV Property in H2 2022. Hugo North Extension Lift 1 Probable reserves include 40 million tonnes ("Mt") grading 1.54% copper,
0.53 grams per tonne ("g/t") gold, and 3.63 g/t silver. |
| – | 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, which include 78 Mt (Indicated) and 88 Mt (Inferred). The average expected run-of-mine feed grade of 1.35% copper,
0.49 g/t gold, and 3.6 g/t silver (1.64% CuEq; see the notes to the Entrée/Oyu Tolgoi JV Property Mineral Resources table below)
includes dilution and mine loss. |
| • | 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 where Inferred mineral resources include:
1,400 Mt grading 0.41% copper, 0.40 g/t gold, 1.5 g/t silver and 120 parts per million ("ppm") molybdenum (0.68% CuEq; see the
notes to the Entrée/Oyu Tolgoi JV Property Mineral Resources table below). 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%) 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.
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
Figure 1 - Entrée/Oyu Tolgoi JV Project
Notes:
| 1. | *The Shivee West Property is subject to a License Fees Agreement between Entrée and OTLLC and may
ultimately be included in the Entrée/Oyu Tolgoi JV Property. |
| 2. | ** Outline of mineralization projected to surface. |
| 3. | 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
project. 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 2022 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
The 2021 Technical Report forms the basis for
the scientific and technical information in this MD&A regarding the Entrée/Oyu Tolgoi JV Project. 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 25, 2022 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.sedar.com).
Capital and Operating Costs
Under the terms of the Entrée/Oyu Tolgoi
JV, OTLLC is responsible for 80% of all costs incurred on the Entrée/Oyu Tolgoi JV Property for the benefit of the Entrée/Oyu
Tolgoi JV, including capital expenditures, and Entrée is responsible for the remaining 20%. In accordance with the terms of the
Entrée/Oyu Tolgoi JVA, Entrée has elected to have OTLLC debt finance Entrée’s share of costs for approved programs
and budgets, with interest accruing at OTLLC’s actual cost of capital or prime +2%, whichever is less, at the date of the advance.
Debt repayment may be made in whole or in part from (and only from) 90% of monthly available cash flow arising from the sale of Entrée’s
share of products. Available cash flow means all net proceeds of sale of Entrée’s share of products in a month less Entrée’s
share of costs of Entrée/Oyu Tolgoi JV activities for the month that are operating costs under Canadian generally-accepted
accounting principles.
The following is a description of how Entrée
recognizes its share of Oyu Tolgoi project capital costs, specifically, the timing of recognition under the terms of the Entrée/Oyu
Tolgoi JVA and generally accepted accounting principles.
Under the terms of the Entrée/Oyu Tolgoi
JVA, any mill, smelter and other processing facilities and related infrastructure will be owned exclusively by OTLLC and not by Entrée.
Mill feed from the Entrée/Oyu Tolgoi JV Property will be transported to the concentrator and processed at cost (using industry
standards for calculation of cost including an amortization of capital costs). Underground infrastructure on the Oyu Tolgoi mining
licence is also owned exclusively by OTLLC, although the Entrée/Oyu Tolgoi JV will eventually share usage once underground development
crosses onto the Entrée/Oyu Tolgoi JV Property. As a result of this, Entrée recognizes those capital costs incurred by OTLLC
on the Oyu Tolgoi mining licence as an amortization charge for capital costs that will be calculated in accordance with Canadian generally
accepted accounting principles determined yearly based on the estimated tonnes of concentrate produced for Entrée’s account
during that year relative to the estimated total life-of-mine concentrate to be produced (for processing facilities and related infrastructure),
or the estimated total life-of-mine tonnes to be milled from the relevant deposit(s) (in the case of underground infrastructure). The
charge is made to Entrée’s operating account when the Entrée/Oyu Tolgoi JV mine production is actually milled.
For direct capital cost expenditures on the
Entrée/Oyu Tolgoi JV Property, Entrée will recognize its proportionate share of costs at the time of actual expenditure.
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
The capital and operating costs in the 2021
Reserve Case are based on estimates prepared for OTMSS20 or information provided by OTLLC. Capital cost and sustaining cost estimates
in the 2021 PEA were prepared as separate and independent estimates by OTLLC. Wood reviewed the estimates and accepts them as reasonable.
The cash flows in the 2021 Reserve Case and
2021 PEA are based on information provided by OTLLC, including mining schedules and annual capital and operating cost estimates, as well
as Entrée’s interpretation of the commercial terms applicable to the Entrée/Oyu Tolgoi JV, and certain assumptions
regarding taxes and royalties. The cash flows have not been reviewed or endorsed by OTLLC. There can be no assurance that OTLLC or its
shareholders will not interpret certain terms or conditions or attempt to renegotiate some or all of the material terms governing the
joint venture relationship, in a manner which could have an adverse effect on Entrée’s future cash flow and financial condition.
The cash flows also assume that Entrée
will ultimately have the benefit of the standard royalty rate of 5% of sales value, payable by OTLLC under the Oyu Tolgoi Investment Agreement.
Unless and until Entrée finalizes agreements with the Government of Mongolia or other Oyu Tolgoi stakeholders, there can be no
assurance that the Entrée/Oyu Tolgoi JV will not be subject to additional taxes and royalties, such as the surtax royalty which
came into effect in Mongolia on January 1, 2011, which could have an adverse effect on Entrée’s future cash flow and financial
condition. In the course of finalizing such agreements, Entrée may have to make certain concessions, including with respect to
the economic benefit of Entrée’s interest in the Entrée/Oyu Tolgoi JV Property, Entrée’s direct or indirect
participating interest in the Entrée/Oyu Tolgoi JV or the application of a special royalty (not to exceed 5%) to Entrée’s
share of the Entrée/Oyu Tolgoi JV Property mineralization or otherwise.
Mineral Resources and Mineral Reserves -
Entrée/Oyu Tolgoi JV Property
The following Entrée/Oyu Tolgoi JV Property
mineral resource 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.
| 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. | Mineral resources have an effective date of March 31, 2021. |
| 2. | Metal prices used for 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. |
| 3. | 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. |
| 4. | 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. |
| 5. | 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. |
| 6. | 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. |
| 7. | Mineral resources are stated as in situ with no consideration for planned or unplanned external mining
dilution. |
| 8. | 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%. |
| 9. | Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences. |
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
Entrée/Oyu Tolgoi Mineral Reserves
Entrée/Oyu Tolgoi JV Property mineral
reserves are contained within the Hugo North Extension Lift 1 block cave mining plan. The mine design work on Hugo North Lift 1, including
the Hugo North Extension, was prepared by OTLLC and was used as the basis for OTMSS20. 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 mineral reserve estimate only considers
mineral resources in the Indicated category and engineering that has been carried out to a Feasibility level or better to state the underground
mineral reserve. There is no Measured mineral resource currently estimated within the Hugo North Extension deposit. Copper and gold grades
for the Inferred mineral resources within the block cave shell were set to zero and such material was assumed to be dilution. The block
cave shell was defined by a $17.84/t NSR. Future mine planning studies may examine lower shut-offs.
The following Entrée/Oyu Tolgoi JV Property
Hugo North Extension Lift 1 mineral reserve estimate has an effective date of May 15, 2021:
|
Entrée/Oyu Tolgoi JV Property
- Mineral Reserve
Hugo North Extension Lift 1 |
| Classification |
Tonnage |
NSR |
Cu |
Au |
Ag |
Contained Metal |
| (Mt) |
($/t) |
(%) |
(g/t) |
(g/t) |
Cu (Mlb) |
Au (Koz) |
Ag (Koz) |
| Probable |
40 |
97.52 |
1.5 |
0.53 |
3.63 |
1,340 |
676 |
4,613 |
Notes:
| 1. | Mineral reserves have an effective date of May 15, 2021. |
| 2. | 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. |
| 3. | A column height shut-off NSR of $17.84/t was used to define the footprint and column heights. The NSR
calculation assumed metal prices of $3.08/lb Cu, $1,292.00/oz Au, and $19.00/oz Ag. 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. |
| 4. | 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%. |
| 5. | Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences. |
Shivee West Property Summary
The Shivee West Property
comprises the northwest portion of the Entrée/Oyu Tolgoi JV Project and adjoins the Entrée/Oyu Tolgoi JV Property and OTLLC’s
Oyu Tolgoi mining licence (see Figure 1 above).
To date, no economic
zones of precious or base metals mineralization have been outlined on the Shivee West Property. However, zones of gold and copper mineralization
have previously been identified at Zone III/Argo Zone and Khoyor Mod. There has been no drilling on the ground since 2011, and no exploration
work has been completed since 2012. In 2015, in light of the ongoing requirement to pay approximately $350,000 annually in licence fees
for the Shivee West Property and a determination that no further exploration work would likely be undertaken in the near future, Entrée
began to examine options to reduce expenditures in Mongolia. These options included reducing the area of the mining licence, looking for
a purchaser or partner for the Shivee West Property, and rolling the ground into the Entrée/Oyu Tolgoi JV. Management determined
that it was in the best interests of Entrée to roll the Shivee West Property into the Entrée/Oyu Tolgoi JV, and Entrée
entered into a License Fees Agreement with OTLLC on October 1, 2015. The License Fees Agreement provides the parties will use their best
efforts to amend the terms of the Entrée/Oyu Tolgoi JVA to include the Shivee West Property in the definition of Entrée/Oyu
Tolgoi JV Property. Entrée determined that rolling the Shivee West Property into the Entrée/Oyu Tolgoi JV would provide
the joint venture partners with continued security of tenure; Entrée shareholders would continue to benefit from any exploration
or development that the Entrée/Oyu Tolgoi JV management committee approves on the Shivee West Property; and Entrée would
no longer have to pay licence fees, as the parties agreed that the licence fees would be for the account of each joint venture participant
in proportion to their respective interests, with OTLLC contributing Entrée’s 20% share charging interest at prime plus 2%.
To date, no amended Entrée/Oyu Tolgoi JVA has been entered into and Entrée retains a 100% interest in the Shivee West Property.
Underground Development
Progress - Oyu Tolgoi Project
On May 10, 2022, Turquoise Hill
provided an update regarding the Oyu Tolgoi project.
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
Underground Development Update
COVID-19 cases identified at Oyu Tolgoi trended
downward in the first quarter 2022. Onsite workforce numbers over the quarter increased to approximately 90% of plan with mobilization
of personnel across multiple work-fronts. COVID-19 related restrictions for international arrivals to Mongolia have been lifted and international
flights have resumed across the region. Safety continues to be OTLLC’s top priority and controls remain in place at site to protect
the workforce.
During the first quarter 2022, several significant
project milestones were achieved including the commencement of the Panel 0 undercut on the Oyu Tolgoi mining licence, and commissioning
of MHS1 and the first on-footprint truck chute. Undercut blasting and on-footprint construction work, including roadways and steel set
construction, continues to progress well ahead of the first Panel 0 draw bell blast expected in the third quarter 2022. Infrastructure
to support production ramp up also progressed during the quarter, including completion of the conveyor to surface decline mining and transfer
chamber mass excavation.
At the end of the first quarter 2022, cumulative
underground development progress was 66,920 equivalent metres ("eqm") and cumulative conveyor to surface advancement was 16,088
eqm.
The Shaft 3 headframe was commissioned and sinking
commenced on March 31, 2022 from a cumulative depth of 83 metres below ground level. Shaft 4 sinking re-started on March 25, 2022 after
work was interrupted on February 17, 2022 due to an electrical fault. Shaft 4 advancement is 190 metres below ground level as at March
31, 2022. Although progress of these shafts continued during the quarter, challenges with sinking rates continue.
As previously disclosed, the first Panel 1 draw
bell is now expected in H1 2027 rather than H2 2026 due to later than planned commencement of the Panel 0 undercut, lateral development
scope changes, impacts of COVID-19 on development progression and delays to the forecast completion dates for Shafts 3 and 4.
A 2022 cost and schedule update for the underground
project is currently under review by Turquoise Hill. As part of the update, schedules for Shafts 3 and 4 are under review, and a program
of work is underway to maximize the productivity of their development. The potential impact of any further schedule slippage to Shafts
3 and 4 on the timing of Panels 1 and 2 is under review but is not expected by Turquoise Hill to result in equivalent delays to Panels
1 and 2 given the current underground development approach and further mitigation opportunities under investigation.
Lift 1 Mine Design Refinements
The Lift 1 mine design presented in OTMSS20
and the 2021 Reserve Case is subject to future refinements and updates. Ongoing surface and underground drilling programs on the Oyu Tolgoi
mining licence and the Entrée/Oyu Tolgoi JV Property will support the evaluation by OTLLC of different design and sequencing options
for Lift 1 Panels 1 and 2. A Panel 1 design optimization study is scheduled for completion in early 2023. The Hugo North Extension deposit
on the Entrée/Oyu Tolgoi JV Property is located in the northern portion of Panel 1.
On March 2, 2022, Turquoise Hill disclosed that
during 2021 a total of 10,494 metres of Lift 1 Panel 1 drilling was undertaken to increase orebody knowledge. The data collected has been
used to refine the structural and geotechnical models which form the basis of the mine design. In addition, 1,009 metres of Lift 2 Panel
1 drilling was completed.
Turquoise Hill reported that from 2022 onwards,
the focus of drilling will shift to Lift 2 and peripheral areas of Lift 1. OTLLC has planned a total of 25,000 metres of Hugo North (including
Hugo North Extension) Lift 1 drilling for 2022 and 2023 to increase orebody knowledge and extend the current mine design. Most of the
drill metres are into potential future mining areas which are on the Lift 1 horizon and currently excluded from the mineral reserve. In
the first quarter 2022, the focus of the drilling program was the northern part of Lift 1, Panel 1 and the southern part of Lift 1, Panel
2.
OTLLC has also planned approximately 100,000
metres of Hugo North (including Hugo North Extension) Lift 2 drilling over the next four years (2022-2025) to improve orebody knowledge
and geotechnical modelling of Lift 2.
Except as noted below under "Planned Development
Work on the Entrée/Oyu Tolgoi JV Property", Entrée has not received any details or results (including drill hole locations)
of OTLLC’s drilling programs.
Oyu Tolgoi Funding
On November 21, 2019, Resolution 92 was passed
in a plenary session of the Parliament of Mongolia. Resolution 92 was published on December 6, 2019 and includes measures to improve
the implementation of the Oyu Tolgoi Investment Agreement and the 2011 Amended and Restated Shareholders’ Agreement (the "Shareholders’
Agreement"), improve the 2015 Oyu Tolgoi Underground Mine Development and Financing Plan (the "Mine Plan") and explore
and resolve options to have a product sharing arrangement or swap Mongolia’s 34% equity holding for a special royalty. On December
30, 2021, the Parliament of Mongolia passed Resolution 103 to resolve outstanding issues among Turquoise Hill, Rio Tinto and the Government
of Mongolia in relation to the implementation of Resolution 92. Resolution 103 imposes restrictions that limit OTLLC’s ability
to obtain third party debt financing and Turquoise Hill’s ability to fund OTLLC with shareholder debt or to carry common share
investments in OTLLC by Erdenes Oyu Tolgoi LLC until sustainable production from Lift 1 Panel 0 is achieved, which is currently expected
in H1 2023.
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
On May 10, 2022, Turquoise Hill reported it
currently estimates it has a base case incremental funding requirement of $3.4 billion.
On January 24, 2022, Turquoise Hill and Rio
Tinto signed a binding Amended and Restated Heads of Agreement (the "Amended HoA"), which delineates a comprehensive funding
plan to address the Company’s estimated incremental funding requirement to complete the construction of Lift 1 of the Oyu Tolgoi
underground project, including Lift 1 of the Hugo North Extension deposit on the Entrée/Oyu Tolgoi JV Property. Key elements include
pursuing the rescheduling of principal repayments of existing debt ("Re-profiling") to potentially reduce the base case funding
requirement by up to $1.7 billion; seeking to raise up to $500 million of additional senior supplemental debt; Rio Tinto committing to
provide a co-lending facility (the "Co-Lending Facility") of up to $750 million to be made available once sustainable production
has been achieved; Rio Tinto committing to provide one or more secured advances directly to Turquoise Hill of up to $300 million, which
would be available during the debt funding restriction period imposed by Resolution 103 and would be indirectly repaid out of the proceeds
of the Co-Lending Facility; and Turquoise Hill agreeing to conduct an equity offering of at least $650 million by no later than August
31, 2022.
Turquoise Hill has reported that until sustainable
production from Lift 1 Panel 0 is achieved (currently expected in H1 2023), OTLLC’s estimated funding requirements are expected
to be addressed by cash on hand at OTLLC, the Re-profiling and a pre-paid copper concentrate sale arrangement between Turquoise Hill and
OTLLC. Assuming successful completion of those elements and successful implementation of the Amended HoA, Turquoise Hill currently estimates
it can address its $3.4 billion incremental funding requirement within the timing framework of the Amended HoA. Successful implementation
of the Amended HoA is subject to achieving alignment with the relevant stakeholders in addition to Rio Tinto (including existing lenders,
any potential new lenders and the Government of Mongolia), market conditions and other factors.
Negotiations with Government of Mongolia
In the fourth quarter 2021, negotiations between
Turquoise Hill, Rio Tinto and various Mongolian governmental bodies continued to progress towards resolution of the outstanding items
necessary to enable Lift 1 Panel 0 undercut commencement including approval for registration of the resources and reserves update ("RR19")
through the Minerals Council of Mongolia in the fourth quarter 2021, and submission for assessment of OTMSS20 to the Mongolian
Minerals Council pursuant to Mongolian regulatory requirements and commencement of the expert review by the Professional Minerals Council
of Mongolia.
On December 13, 2021, Rio Tinto and
Turquoise Hill made a joint offer to the Government of Mongolia with the aim of resetting the relationship and allowing all
parties to move forward together. On December 30, 2021 the Parliament of Mongolia passed Resolution 103 that aimed to improve
the benefits to Mongolia from the Oyu Tolgoi project and set out a number of required measures to resolve the outstanding issues
in relation to Resolution 92.
On January 24, 2022, Turquoise Hill announced
that it had successfully reached a mutual understanding for a renewed partnership with the Government of Mongolia and that the
OTLLC board had unanimously approved the commencement of the undercut and the Definitive Estimate underground development budget
of $6.75 billion.
The decision to approve the undercut followed
resolution of many of the conditions required in Resolution 103 including:
| • | Turquoise Hill agreeing to waive in full the $2.4 billion carry account loan of Erdenes Oyu
Tolgoi LLC. |
| • | Improved cooperation with Erdenes Oyu Tolgoi LLC in monitoring the Oyu Tolgoi underground development
and enhancing environment, social and governance (ESG) matters. |
| • | The approval of an ESA with, amongst others, Southern Region Electricity Distribution
Network to provide OTLLC with a long-term source of power from the Mongolian grid on terms fully agreed with the Government of Mongolia. |
| • | The establishment of a funding structure at OTLLC that does not incur additional loan financing prior
to sustainable production for Panel 0 (expected in H1 2023). |
Turquoise Hill reported it continues to work
with the Government of Mongolia and Rio Tinto to finalise the remaining outstanding measures of Resolution 103, namely the formal
termination of the Mine Plan and resolution of the outstanding OTLLC tax arbitration.
Planned Development
Work on the Entrée/Oyu Tolgoi JV Property
For Panel 1 drilling on the Entrée/Oyu
Tolgoi JV Property in 2022, the Entrée/Oyu Tolgoi JV has approved an amended budget with drill holes targeting Hugo North Extension
Lifts 1 and 2. The revised drill plan now comprises 18 underground holes (totalling 7,893 metres) and two surface holes (totalling 3,560
metres). All underground holes will be collared from underground drill stations along the eastern boundary of the porphyry mineralized
footprint on the Oyu Tolgoi mining licence but crossing onto the Entrée/Oyu Tolgoi JV Property. OTLLC characterizes the main purpose
of the Lift 2 Panel 1 underground drilling as geological and geotechnical investigation and resource conversion. OTLLC has planned the
Lift 1 Panel 1 underground drilling primarily for geological and geotechnical investigation and grade validation. OTLLC has scheduled
all the drilling to be completed during 2022, with potential additional phases to follow in 2023 or beyond. The timing and scope of this
drilling is still subject to change.
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
Panel 1 Development
The Company continues to monitor the situation
in Mongolia including with respect to possible delays to commencement of Panel 1. The Company will assess the potential impact of any
delays as it becomes aware of them and will update the market accordingly.
Q1 2022 Review
Entrée expenses related to Mongolian
operations included expenditures of $0.1 million for strategic and administration costs in Mongolia. The Company focused its efforts on
advancing potential amendments to the Entrée/Oyu Tolgoi JVA with the objective to align the interests of all stakeholders as they
are now understood, which would be in the best interests of all stakeholders. As a result, the Company increased its engagement of professional
and advisory consultants to assist in the process, which has increased costs over the comparative 2021 period.
BLUE ROSE JV - AUSTRALIA
Summary
Entrée has a 56.53% interest in the Blue
Rose JV to explore for minerals other than iron ore on EL 6006, with Giralia Resources Pty Ltd, a subsidiary of Atlas Iron Pty Ltd (part
of the Hancock Group of Companies), retaining a 43.47% interest. EL 6006, totalling 257 square kilometres, is located in the Olary Region
of South Australia, 300 kilometres northeast of Adelaide and 130 kilometres west-southwest of Broken Hill.
The rights to explore for and develop iron ore
on EL 6006 are held by Lodestone Mines Pty Ltd ("Lodestone"), which is also the licence holder. The Blue Rose JV partners were
granted (a) the right to receive an additional payment(s) upon completion of an initial or subsequent iron ore resource estimate on EL
6006, to a maximum of A$2 million in aggregate; and (b) a royalty equal to 0.65% of the free on board value of iron ore product extracted
and recovered from EL 6006. An additional A$285,000 must also be paid to the Blue Rose JV partners upon the commencement of commercial
production.
The Braemar Iron Formation is the host rock
to magnetite mineralisation on EL 6006. The Braemar Iron Formation is a meta-sedimentary iron siltstone, which is inherently soft. The
mineralization within the Braemar Iron Formation forms a simple dipping tabular body with only minor faulting, folding and intrusives.
Grades, thickness, dip, and outcropping geometry remain very consistent over kilometres of strike.
Q1 2022 Review
Expenditures in Q1 2022 were minimal and related
to administrative costs in Australia.
Q1 2022 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:
| |
|
|
Three months ended March 31 |
|
| |
|
|
2022 | |
|
2021 |
|
| Expenses | |
|
|
|
|
| Project expenditures | |
$ | 100 | |
$ | 87 | |
| General and administrative | |
| 438 | |
| 339 | |
| Depreciation | |
| 33 | |
| 30 | |
| Operating loss | |
| 571 | |
| 456 | |
| Foreign exchange gain | |
| (130 | ) |
| (93 | ) |
| Interest income | |
| (15 | ) |
| (8 | ) |
| Interest expense | |
| 88 | |
| 85 | |
| Loss from equity investee | |
| 32 | |
| 35 | |
| Finance costs | |
| 15 | |
| 4 | |
| Deferred revenue finance costs | |
| 1,052 | |
| 968 | |
| Net loss | |
| 1,613 | |
| 1.447 | |
| Other comprehensive loss | |
| | |
| | |
| Foreign currency translation | |
| 790 | |
| 638 | |
| Total comprehensive loss | |
$ | 2,403 | |
$ | 2,085 | |
| Net loss per common share | |
| | |
| | |
| Basic and fully diluted | |
$ | (0.01 | ) |
$ | (0.01 | ) |
| Total assets | |
$ | 9,628 | |
$ | 7,539 | |
| Total non-current liabilities | |
$ | 65,122 | |
$ | 59,575 | |
Operating Loss:
During the three months ended March 31, 2022,
the Company’s operating loss was $0.6 million compared to an operating loss of $0.5 million for the three months ended March 31,
2021.
Project expenditures in Q1 2022 were higher
than Q1 2021 due to professional and advisory fees related to advancing potential amendments to the Entrée/Oyu Tolgoi JVA.
General and administration in Q1 2022 was higher
than Q1 2021 due to increased administration expenses and cost impacts in relation to inflationary cost increases and the strengthening
of the C$ against the US dollar.
Depreciation expense in Q1 2022 was consistent
with Q1 2021.
Non-operating Items:
The foreign exchange gain in Q1 2022 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 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.
Q1 2022 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.
The total assets as at March 31, 2022 were higher
than at March 31, 2021 due to funds received from the exercise of share purchase warrants during Q1 2022 and Q4 2021. See “Shareholder’s
Deficiency” section below. Total non-current liabilities have increased since March 31, 2021 due to recording the non-cash deferred
revenue finance costs each year.
Quarterly Financial Data - 2 year historic trend
| | |
|
Q1 22 |
|
|
Q4 21 |
|
|
Q3 21 |
|
|
Q2 21 |
|
|
Q1 21 |
|
|
Q4 20 |
|
|
Q3 20 |
|
|
Q2 20 |
|
| Project expenditures | |
$ | 100 | |
$ | 88 | |
$ | 169 | |
$ | 158 | |
$ | 87 | |
$ | 41 | |
$ | 59 | |
$ | 80 | |
| General and administrative | |
| 438 | |
| 512 | |
| 310 | |
| 444 | |
| 339 | |
| 437 | |
| 286 | |
| 387 | |
| Share-based compensation | |
| — | |
| 735 | |
| — | |
| — | |
| — | |
| 538 | |
| — | |
| — | |
| Depreciation | |
| 33 | |
| 31 | |
| 30 | |
| 27 | |
| 30 | |
| 22 | |
| 25 | |
| 25 | |
| Operating loss | |
| 571 | |
| 1,366 | |
| 509 | |
| 629 | |
| 456 | |
| 1,038 | |
| 370 | |
| 492 | |
| Foreign exchange (gain) loss | |
| (130 | ) |
| (46 | ) |
| 210 | |
| (101 | ) |
| (93 | ) |
| (355 | ) |
| (155 | ) |
| (315 | ) |
| Interest expense, net | |
| 88 | |
| 95 | |
| 92 | |
| 76 | |
| 77 | |
| 65 | |
| 69 | |
| 61 | |
| Loss from equity investee | |
| 32 | |
| 123 | |
| 41 | |
| 36 | |
| 35 | |
| 60 | |
| 37 | |
| 35 | |
| Deferred revenue finance costs | |
| 1,052 | |
| 1,040 | |
| 1,021 | |
| 1,006 | |
| 968 | |
| 887 | |
| 869 | |
| 861 | |
| Finance costs | |
| 15 | |
| 5 | |
| 3 | |
| 3 | |
| 4 | |
| 4 | |
| 5 | |
| 5 | |
| Net loss | |
$ | 1,613 | |
$ | 2,583 | |
$ | 1,876 | |
$ | 1,649 | |
$ | 1,447 | |
$ | 1,699 | |
$ | 1,195 | |
$ | 1,139 | |
| Basic/diluted loss per share | |
$ | (0.01 | ) |
$ | (0.01 | ) |
$ | (0.01 | ) |
$ | (0.01 | ) |
$ | (0.01 | ) |
$ | (0.01 | ) |
$ | (0.01 | ) |
$ | (0.01 | ) |
| USD:CAD FX Rate(1) | |
| 1.2496 | |
| 1.2678 | |
| 1.2741 | |
| 1.2394 | |
| 1.2575 | |
| 1.2732 | |
| 1.3339 | |
| 1.3628 | |
| 1. | USD:CAD foreign exchange rate was the quarter ended rate per the Bank of Canada. |
Project expenditures in Q3 2021 and Q2 2021
were higher compared to other quarters due to expenses relating to the 2021 Technical Report and to professional fees related to advancing
potential amendments to the Entrée/Oyu Tolgoi JVA.
General and administrative expenses were higher
in Q4 2021 due mainly to compensation costs.
Share-based compensation expenditures in Q4
2021 included deferred share unit ("DSU") grants at higher fair value compared to DSU grants in Q4 2020.
Interest expense, net, consists of accrued interest
on the OTLLC loan payable, partially offset by interest income earned on invested cash.
The loss from equity investee was related to
the Entrée/Oyu Tolgoi JV Property and fluctuations are due to exploration activity and foreign exchange changes.
Q1 2022 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 December 31 |
|
| | |
|
2022 |
|
|
2021 |
|
| Cash flows used in operating activities | |
| | |
| | |
| - Before changes in non-cash working capital items | |
$ | (503 | ) |
$ | (420 | ) |
| - After changes in non-cash working capital items | |
| (438 | ) |
| (432 | ) |
| Cash flows from financing activities | |
| 1,761 | |
| 10 | |
| Cash flows used in investing activities | |
| — | |
| (24 | ) |
| Net cash inflows (outflows) | |
| 1,323 | |
| (446 | ) |
| Effect of exchange rate changes on cash | |
| 77 | |
| 67 | |
| Cash balance | |
$ | 8,490 | |
$ | 6,881 | |
| Cash flows used in operating activities per share | |
| | |
| | |
| - Before changes in non-cash working capital items | |
$ | (0.00 | ) |
$ | (0.00 | ) |
| - After changes in non-cash working capital items | |
$ | (0.00 | ) |
$ | (0.00 | ) |
Cash flows after changes in non-cash working
capital items in Q1 2022 were consistent with Q1 2021.
Cash flows from financing activities in Q1 2022
were due to funds received from warrant exercises.
Cash flows used in investing activities were
immaterial in both Q1 2022 and Q1 2021.
The Company is an exploration 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, 2022 was approximately $8.5 million. Management believes it has
adequate financial resources to satisfy its obligations over the next 12-month period and beyond. The Company does not currently anticipate
the need for additional funding during this time.
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 joint venture programs and budgets on the Company’s behalf,
each such contribution to be treated as a non-recourse 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, 2022, 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 | |
$ | 786 | | |
$ | 141 | | |
$ | 422 | | |
$ | 223 | | |
$ | — | |
SHAREHOLDERS’ DEFICIENCY
The Company’s authorized share capital
consists of unlimited common shares without par value.
At March 31, 2022 and the date of this MD&A,
the Company had 196,803,260 shares issued and outstanding.
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
Share Purchase Warrants
During the three months ended March 31, 2022,
share purchase warrants to purchase 4,115,354 common shares with an exercise price of C$0.55 were exercised and the Company received gross
proceeds of C$2,263,445. 586,803 share purchase warrants with an exercise price of C$0.55 expired on January 10, 2022.
The following share purchase warrants were outstanding
as at the date of this report:
| Number of share purchase warrants (000’s) |
Exercise price per share
purchase warrant
C$ |
Expiry date |
| 5,139 |
0.60 |
September 14, 2023 |
Stock Option Plan
As at March 31, 2022 the Company had 9,399,500
stock options outstanding and exercisable. As at the date of this MD&A, the Company had 9,499,500 stock options outstanding, of which
9,449,500 are exercisable.
The following is a summary of stock options
outstanding as at the date of this report:
| Number of share options (000`s) |
Number of share options vested (000`s) |
Exercise
price per share
option
|
Expiry date |
| 1,850 |
1,850 |
0.52 - 0.62 |
May - Oct 2022 |
| 2,225 |
2,225 |
0.55 - 0.63 |
Feb - Dec 2023 |
| 2,220 |
2,220 |
0.365 |
Dec 2024 |
| 1,885 |
1,885 |
0.51 |
Dec 2025 |
| 1,220 |
1,220 |
0.77 |
Dec 2026 |
| 100 |
50 |
1.07 |
Apr 2027 |
| 9,500 |
9,450 |
|
|
Deferred share units (DSU)
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, 2022, the following DSUs were outstanding
and fully vested:
| | |
|
Number of DSUs (000’s) |
|
| | Outstanding - December 31, 2021 | | |
| 1,065 | |
| | Granted | | |
| — | |
| | Outstanding - March 31, 2022 | | |
| 1,065 | |
Each vested DSU entitles the holder to receive
one common share of the Company or a cash payment equivalent to the closing price of one common share of the Company on the TSX on the
last trading day preceding the DSU’s redemption date.
DEFERRED REVENUE - SANDSTORM
The Company has an agreement to use future payments
that it receives from its mineral property interests to purchase and deliver gold, silver and copper credits to Sandstorm (the "Sandstorm
Agreement").
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:
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
| • | 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 Shivee West Property); and |
| • | 21.3% of Entrée’s share of gold and silver, and 2.1% of Entrée’s share of copper,
produced from the Javhlant 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 entire Entrée/Oyu Tolgoi JV Property (as currently
defined) 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%.
This arrangement does not require the delivery
of actual metal, and the Company may use revenue from any of its assets to purchase the requisite amount of metal credits.
Further information in relation to the Sandstorm
Agreement is available in the Company’s AIF dated March 25, 2022.
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 during
the three months ended March 31, 2022 and 2021 were as follows:
| | |
|
2022 |
| |
2021 |
| Directors’ fees | |
$ | 56 | | |
$ | 42 | |
| Salaries and benefits | |
$ | 223 | | |
$ | 182 | |
As of March 31, 2022, included in the accounts
payable and accrued liabilities balance on the consolidated statement of financial position is $0.0 million (December 31, 2021 - $0.0
million) due to the Company’s directors and key management personnel.
Upon a change of control of the Company, amounts
totaling $1.4million (December 31, 2021 - $1.2 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.
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
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, 2022:
| March 31, 2022 | |
|
FVTPL |
| |
|
Amortized cost (financial assets) |
| |
|
Amortized cost (financial liabilities) |
| |
|
Total |
|
| Financial assets | |
| | | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
$ | — | | |
$ | 8,490 | | |
$ | — | | |
$ | 8,490 | |
| Receivables | |
| — | | |
| 13 | | |
| — | | |
| 13 | |
| Deposits | |
| — | | |
| 12 | | |
| — | | |
| 12 | |
| Total financial assets | |
$ | — | | |
$ | 8,515 | | |
$ | — | | |
$ | 8,515 | |
| | |
| | | |
| | | |
| | | |
| | |
| Financial liabilities | |
| | | |
| | | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | — | | |
$ | — | | |
$ | 105 | | |
$ | 105 | |
| Lease liabilities | |
| — | | |
| — | | |
| 651 | | |
| 651 | |
| Loan payable | |
| — | | |
| — | | |
| 10,350 | | |
| 10,350 | |
| Total financial liabilities | |
$ | — | | |
$ | — | | |
$ | 11,106 | | |
$ | 11,106 | |
CRITICAL ACCOUNTING ESTIMATES,
RISKS AND UNCERTAINTIES
The preparation of condensed consolidated interim
financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in
the condensed consolidated interim 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, 2021.
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. 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 its MD&A for the year ended December 31, 2021 and in its AIF dated March 25, 2022 in respect of such period, both
of which are available on SEDAR at www.sedar.com, EDGAR at www.sec.gov 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, 2022 and ended on March 31, 2022 that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial reporting.
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
NON-IFRS PERFORMANCE MEASUREMENT
Non-IFRS Performance Measurement: "Cash
costs after credits" (C1) and all-in sustaining cost (ASIC) are non-IFRS performance measurements. These performance measurements
are included because these statistics are widely accepted as the standard of reporting cash costs of production in North America. These
performance measurements do not have a meaning within IFRS and, therefore, amounts presented may not be comparable to similar data presented
by other mining companies. These performance measurements should not be considered in isolation as a substitute for measures of performance
in accordance with IFRS.
FORWARD LOOKING STATEMENTS
This MD&A contains forward-looking statements
within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning
of applicable Canadian securities laws.
Forward-looking statements include, but are
not limited to, statements with respect to corporate strategies and plans; requirements for additional capital; uses of funds and projected
expenditures; the expectations set out in OTMSS20 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 sustainable production from Panel
0 on the Oyu Tolgoi mining licence; the nature of the ongoing relationship and interaction between Oyu Tolgoi project stakeholders and
the Government of Mongolia with respect to the continued operation and development of Oyu Tolgoi as and when the key agreements entered
into between Turquoise Hill, Rio Tinto and the Government of Mongolia are implemented along with the implementation of Resolution 103;
the mine design for Hugo North Lift 1 Panel 0 and the related cost and production schedule implications; the re-design studies for Panels
1 and 2 of Hugo North (including Hugo North Extension) Lift 1 and the possible outcomes, content and timing thereof; the timing of the
sinking of Shafts 3 and 4 and any delays in that regard in addition to previously disclosed delays; timing and amount of production from
Lift 1 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 potential impact
of COVID-19 on Oyu Tolgoi underground development and the Company’s business, operations and financial condition; 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; the content of the Definitive Estimate; capital, financing and project development risk; mining
dilution; discussions with the Government of Mongolia, Rio Tinto, OTLLC and Turquoise Hill on a range of issues including Entrée’s
interest in the Entrée/Oyu Tolgoi JV Property, the Shivee Tolgoi and Javhlant mining licences and certain material agreements;
potential actions by the Government of Mongolia with respect to the Shivee Tolgoi and Javhlant mining licences and Entrée’s
interest in the Entrée/Oyu Tolgoi JV Property; the potential for Entrée to be included in or otherwise receive the benefits
of the Oyu Tolgoi Investment Agreement or another similar agreement; the potential for the Government of Mongolia to seek to directly
or indirectly invest in Entrée’s interest in the Hugo North Extension and Heruga deposits; 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 statements
and 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 these forward-looking statements on its expectations about future events as at
the date that such statements were prepared, the statements are not a guarantee of Entrée’s future performance and are based
on numerous assumptions regarding present and future business strategies, the correct interpretation of agreements, laws and regulations;
local and global economic conditions and negotiations 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, OTLLC, Rio Tinto and Turquoise Hill;
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 statements and information include, amongst others, the nature
of the ongoing relationship and interaction between OTLLC, Turquoise Hill and Rio Tinto and the Government of Mongolia with respect to
the continued operation and development of Oyu Tolgoi as and when the key agreements entered into between Turquoise Hill, Rio Tinto and
the Government of Mongolia are implemented along with the implementation of Resolution 103; the continuation of undercutting in accordance
with the mine plan and design; actual timing of first sustainable production from Panel 0 as well as the lifting of restrictions by the
Government of Mongolia on the ability of OTLLC to incur additional indebtedness; the amount of any future funding gap to complete the
Oyu Tolgoi project; the approval or non-approval by the OTLLC board of any future necessary additional investment, and the likely consequences
on the timing and overall economic value of the Oyu Tolgoi project, including slowdown of the underground development; Turquoise Hill’s
liquidity, Oyu Tolgoi project funding requirements, and the sources, availability, and amount of potential Oyu Tolgoi project funding;
the implementation and successful execution of the funding plan that is the subject of the Amended HoA and potential delays in the ability
of Turquoise Hill or OTLLC to proceed with the funding elements contemplated by the Amended HoA; the accuracy of the Definitive Estimate;
the timing and cost of the construction and expansion of mining and processing facilities; inflationary pressures on prices for critical
supplies for Oyu Tolgoi including fuel, power explosives and grinding media 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 licence to operate in Mongolia; the potential impact of COVID-19, including
any restrictions imposed by health and governmental authorities relating thereto; 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; international conflicts such as the ongoing Russia-Ukraine conflict; 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 statements and information relating to the 2021 PEA.
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
Other risks, uncertainties and factors which
could cause actual results, performance or achievements of Entrée to differ materially from future results, performance or achievements
expressed or implied by forward-looking statements and information include, amongst others, unanticipated costs, expenses or liabilities;
discrepancies between actual and estimated production, mineral reserves and resources and metallurgical recoveries; 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, including the COVID-19 pandemic; risks associated with changes in the attitudes of governments to foreign investment;
risks associated with the conduct of joint ventures; 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, Turquoise Hill or OTLLC and by government authorities including
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, 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 licence to operate; accidents, labour disputes and other risks of the mining industry; global climate change; global conflicts;
title disputes; limitations on insurance coverage; competition; loss of key employees; cyber security incidents; misjudgements in the
course of preparing forward-looking statements; 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 statements, 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 statements will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Except as required under applicable securities legislation, the Company undertakes
no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.
Accordingly, readers should not place undue reliance on forward-looking statements.
Q1 2022 MD&A (table amounts expressed in thousands of US Dollars, except per share amounts and where otherwise noted) |
TECHNICAL INFORMATION
Robert Cinits, P.Geo., formerly Entrée’s
Vice-President, Corporate Development and currently a consultant to the Company, 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.
The SEC has adopted amendments to its disclosure
rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC. These amendments
became effective February 25, 2019 (the "SEC Modernization Rules") and, following a transition period, the SEC Modernization
Rules have replaced the historical property disclosure requirements for mining registrants that are included in SEC Industry Guide 7.
As a "foreign private issuer" (as such term is defined in Rule 3b-4 under the U.S. Exchange Act) that files its annual report
on Form 40-F with the SEC pursuant to the U.S.-Canada Multijurisdictional Disclosure System ("MJDS"), the Company is
not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure
under NI 43-101 and CIM. If the Company ceases to be a foreign private issuer or loses its eligibility to file its annual report on Form
40-F pursuant to the MJDS, then the Company will be subject to the SEC Modernization Rules, which differ from the requirements of NI 43-101
and CIM.