Entree Resources Ltd 2025年度报告

August11,2026 This Management’s Discussion and Analysis ("MD&A") should be read in conjunction with the condensed consolidated interim financial statements for the period endedJune 30, 2026and related notes thereto which have been prepared in accordance with IFRS 34, Interim Financial Reporting of the International Financial ReportingStandards ("IFRS") as issued by the International Accounting Standards Board, as well as the annual auditedconsolidated financial statements for the year endedDecember 31, 2025, 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 ormore of its wholly-owned subsidiaries. For further information on the Company, reference should be made to its continuous disclosure (includingits most recently filedannual information form("AIF")),which is available on SEDAR+at www.sedarplus.ca.Information is also available on the Company’s website atwww.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 materialproperty, including information about mineral resources and reserves, is contained in the Company’s most recently filed AIF and in its technical report titled "Entrée/OyuTolgoi Joint Venture Project, Mongolia, NI 43-101 Technical Report" with an effective date of October 8, 2021 prepared by Wood Canada Limited ("Wood"). OUTLOOK AND STRATEGY The Company’snear-termobjectives are as follows: Transfer of Entrée/Oyu Tolgoi JV Licences The currentprincipal objective of the Company is toeffect the transfer of theShivee Tolgoi and Javkhlant mininglicences (the"Licences")from the Company’s Mongolian subsidiary Entrée LLC toits joint venture partner Oyu TolgoiLLC ("OTLLC")in accordance with applicable laws of Mongolia. Transfer of the Licences to OTLLC, as Managerand owner of an 80%(or 70%depending onthedepthof mineralization) participating interest in the Entrée/Oyu Tolgoijoint venture property(the"Entrée/Oyu Tolgoi JV Property"), is necessary toenableLift 1 Panel 1 lateral developmentwork on the Shivee Tolgoi mining licencearea to proceed. State Ownership The Company is alsoconcurrentlyfocused on the resolution of outstanding issuesrelating tothe Stateof Mongolia’sinterest in the Oyu Tolgoi Strategic Deposit. The Minerals Law of Mongolia provides the State may, withoutcompensation,be an up to 34% equity participant with any private legal entity in the exploitation of amineral depositof strategicimportance (a "Strategic Deposit") whereproven reserves were determined through funding sources otherthan the State budget. The Parliament of Mongolia may determine that the State receive royalty payments in lieu of anequity interest.The Licences are included in the boundaries of the Oyu Tolgoi Strategic Deposit. The State already holds 34% of the economic benefit that OTLLC derives from its 80%(or 70% depending on thedepth of mineralization) beneficialinterest in the area of the Licences by virtue of Erdenes Oyu Tolgoi LLC’sshareholding in OTLLC and the2009 Oyu Tolgoi Investment Agreement (the"OTIA"). The Company has consistentlymaintained its willingness to fulfil any obligation under Mongolian law to provide the State 34% of the economicbenefit that the Company derives from its 20%(or 30% depending on the depth of mineralization) beneficialinterestin the area of the Licences. On March 25, 2026, the Company delivered a non-binding proposal to the Minister of Industry and Mineral Resourcesof Mongolia as head of theworking group (the"Government Working Group")established in order to negotiate theState’s interest in the area of the Licences.The proposal contemplates, among other things, the transfer of the Licencesto OTLLC as required underthe OTIAandthe 2008 Joint Venture Agreement between the Company and OTLLC(the"Entrée/Oyu Tolgoi JVA")and payment of a negotiated royalty on the gross sales value of the Company’s concentrateas contemplated under the Minerals Law of Mongolia in lieu of the State being a 34% equity participant. The proposalis intended to form the basis for further discussions and negotiations with the Government of Mongolia.The Company continues to monitor the situation, including with respect to anticipated timing for the resumption of discussions withthe Government Working Group. Potential Conversion of Entrée/Oyu Tolgoi JVA The Company remainscommitted to workingwith OTLLCtowards the potential conversion of the Entrée/Oyu TolgoiJVA into a more effective agreement of equivalent economic value. The agreement would include a mechanism for theCompany to fulfil any obligation under Mongolian law to provide the State 34% of theeconomic benefit that theCompany derives from the area of the Licences. Conversion of the Entrée/Oyu Tolgoi JVA would be sub