ERLFF 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2022

Commission File Number 001-32570

ENTRÉE RESOURCES LTD

(Translation of registrant’s name into English)

Suite 1650 – 1066 West Hastings Street,

Vancouver, BC, V6E 3X1, Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ¨        Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission fling on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨         No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-__________.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT LIST

Exhibit 99.1

ENTRÉE RESOURCES COMMENCES ARBITRATION TO ENFORCE CERTAIN OUTSTANDING JV PROVISIONS

VANCOUVER, BC, May 26, 2022 /CNW/ - Entrée Resources Ltd. (TSX: ETG) (OTCQB: ERLFF) (the "Company" or "Entrée") announces that it has commenced binding arbitration proceedings to seek declarations and orders for specific performance relating to certain provisions of the Equity Participation and Earn-in Agreement (the "Earn-in Agreement") with Turquoise Hill Resources Ltd. ("TurquoiseHill") dated October 15, 2004, as amended and subsequently assigned to Oyu Tolgoi LLC ("OTLLC") and the Joint Venture Agreement appended to the Earn-in Agreement (the "JVA"). The parties have been operating under the JVA's terms since OTLLC completed its earn-in obligations on the Entrée/Oyu Tolgoi joint venture property in Mongolia in 2008.  Both Turquoise Hill and OTLLC are respondents to the arbitration proceedings.

The commencement of arbitration proceedings follows ongoing discussions with Rio Tinto International Holdings Ltd. ("Rio Tinto") and Turquoise Hill regarding the potential for finalization and execution of an amended JVA. As previously disclosed, the Company's primary objective has been to advance amendments that it believes align the interests of all stakeholders as they are now understood, and upon finalization and execution, confirm the transfer of the Shivee Tolgoi and Javhlant mining licences to OTLLC as manager of the Entrée/Oyu Tolgoi joint venture. While the Company remains committed to continuing discussions with Rio Tinto and Turquoise Hill, the Company's Board of Directors has concluded that absent near-term prospects for a finalized agreement, the Earn-in Agreement and JVA must be enforced without further delay.

The arbitration is being commenced in Vancouver, British Columbia under the International Commercial Arbitration Act (British Columbia). The Company will provide updates on the arbitration as developments warrant.

ABOUT ENTRÉE RESOURCES LTD.

Entrée Resources Ltd. is a well-funded Canadian mining company with a unique carried joint venture interest on a significant portion of one of the world's largest copper-gold projects – the Oyu Tolgoi project in Mongolia.  Entrée has a 20% or 30% carried participating interest in the Entrée/Oyu Tolgoi joint venture, depending on the depth of mineralization. Sandstorm Gold, Rio Tinto and Turquoise Hill are major shareholders of Entrée, holding approximately 25%, 9% and 7% of the shares of the Company, respectively.  More information about Entrée can be found at www.EntreeResourcesLtd.com.

This News Release contains forward-looking statementswithin the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaningof applicable Canadian securities laws with respect to corporate strategies and plans; the arbitration proceedings, including thepotential benefits, timing and outcome of the arbitration proceedings; discussions with Entrée/Oyu Tolgoi joint venture stakeholderson a range of issues including Entrée's interest in the Entrée/Oyu Tolgoi joint venture property, the Shivee Tolgoi andJavhlant mining licences and certain material agreements; the Company's plans to continue discussions with Rio Tinto and Turquoise Hillregarding potential amendments to the JVA; anticipated business activities; and future financial performance.

In certain cases, forward-looking statements andinformation 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 atthe date that such statements were prepared, the statements are not a guarantee of Entrée's future performance and are based onnumerous assumptions regarding the commencement and conclusion of the arbitration proceedings, including the potential benefits, timingand outcome of the arbitration proceedings; present and future business strategies; the correct interpretation of agreements, laws andregulations; 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, and anticipated future productionand cash flows; the anticipated location of certain infrastructure and sequence of mining within and across panel boundaries; the constructionand continued development of the Oyu Tolgoi underground mine; the status of Entrée's relationship and interaction with the Governmentof Mongolia, OTLLC, Rio Tinto and Turquoise Hill; and the Company's ability to operate sustainably, its community relations and its sociallicence to operate.

Other risks, uncertainties and factors which couldcause actual results, performance or achievements of Entrée to differ materially from future results, performance or achievementsexpressed 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 plansfor processing resources; matters relating to proposed exploration or expansion; mining operational and development risks, including geotechnicalrisks and ground conditions; regulatory restrictions (including environmental regulatory restrictions and liability); risks related tointernational operations, including legal and political risk in Mongolia; risks related to the potential impact of global or nationalhealth 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 mineralresources; inability to convert mineral resources to mineral reserves; conclusions of economic evaluations; fluctuations in commodityprices 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 includingthe Government of Mongolia; the availability of funding on reasonable terms; the impact of changes in interpretation to or changes inenforcement 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 smeltingand refining arrangements; unanticipated reclamation expenses; changes to assumptions as to the availability of electrical power, andthe power rates used in operating cost estimates and financial analyses; changes to assumptions as to salvage values; ability to maintainthe 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 thecourse of preparing forward-looking statements; and those factors discussed in the Company's most recently filed MD&A and inthe Company's Annual Information Form for the financial year ended December 31, 2021, dated March 25, 2022 filed with the Canadian SecuritiesAdministrators and available at www.sedar.com. Although the Company has attempted to identify important factors that could cause actualactions, events or results to differ materially from those described in forward-looking statements, there may be other factors that causeactions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statementswill prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly,readers should not place undue reliance on forward-looking statements. The Company is under no obligation to update or alter any forward-lookingstatements except as required under applicable securities laws.

View original content:https://www.prnewswire.com/news-releases/entree-resources-commences-arbitration-to-enforce-certain-outstanding-jv-provisions-301555786.html

SOURCE Entrée Resources

View original content: http://www.newswire.ca/en/releases/archive/May2022/26/c1608.html

%CIK: 0001271554

For further information: David Jan, Investor Relations, Entrée Resources Ltd., Tel: 604-687-4777 | Toll Free: 1-866-368-7330, E-mail: [email protected]

CO: Entrée Resources

CNW 07:30e 26-MAY-22