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Erdene Resource Development Corporation Capital/Financing Update 2022

Dec 19, 2022

45373_rns_2022-12-19_93f6fea9-a9f0-4db2-82cc-0857580d5e80.pdf

Capital/Financing Update

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FORM 51-102F3 MATERIAL CHANGE REPORT

Item One – Name and Address of Company

Erdene Resource Development Corporation 99 Wyse Road Suite 1480 Dartmouth NS B3A 4S5

Item Two - Date of Material Change

December 14, 2022

Item Three - News Release

The attached news release was issued in Halifax, Nova Scotia on December 14, 2022, via GlobeNewswire.

Item Four - Summary of Material Change

On December 14, 2022, Erdene Resource Development Corporation (TSX:ERD ꞁ MSE:ERDN) (“ Erdene ” or the “ Company ”) announced that it intends to issue, by way of a non-brokered private placement, up to 22,222,222 units of the Company for gross proceeds of up to $6,000,000.

Item Five - Full Description of Material Change

On December 14, 2022, Erdene announced that it intends to issue, by way of a non-brokered private placement, up to 22,222,222 units of the Company (the “ Units ”) at a price of $0.27 per Unit (the “ Private Placement ”), for gross proceeds of up to $6,000,000. Each Unit will consist of one common share and one-half (½) of one common share purchase warrant (each whole warrant, a “ Warrant ”). Warrants are exercisable by the holder into one common share of the Company within two years of the closing date, at a price of $0.40.

Proceeds of the Private Placement will be used to fund exploration, early development works for the Company’s Bayan Khundii Gold Project, and for general working capital purposes.

The Private Placement is expected to close on or about December 23, 2022 and is subject to the Company receiving all necessary regulatory approvals, including approval of the Toronto Stock Exchange. Securities issued under the Private Placement will be subject to a four month hold period which will expire four months plus one day from the closing date of the Private Placement.

Item Six – Reliance on subsection 7.1(2) of National Instrument 51-102

Not Applicable.

Item Seven - Omitted Information

Not Applicable.

Item Eight - Executive Officer

Robert Jenkins, Chief Financial Officer (902) 423-6419.

Item Nine – Date of Report

Dated this 19[th] day of December, 2022.

TSX: ERD | MSE: ERDN

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ERDENE ANNOUNCES FINANCING TO FUND EXPLORATION AND DEVELOPMENT IN THE KHUNDII GOLD DISTRICT

Press Release Halifax, Nova Scotia 2022.12.14

Erdene Resource Development Corporation (TSX:ERD | MSE:ERDN) (“ Erdene ” or the “ Company ”) is pleased to announce that it intends to issue, by way of a non-brokered private placement, up to 22,222,222 units of the Company (the “Units”) at a price of $0.27 per Unit (the “Private Placement”), for gross proceeds of up to $6,000,000. Each Unit will consist of one common share and one-half (½) of one common share purchase warrant (each whole warrant, a “Warrant”). Warrants are exercisable by the holder into one common share of the Company within two years of the closing date, at a price of $0.40.

Proceeds of the Private Placement will be used to fund exploration, early development works for the Company’s Bayan Khundii Gold Project, and for general working capital purposes.

The Private Placement is expected to close on or about December 23, 2022 and is subject to the Company receiving all necessary regulatory approvals, including approval of the Toronto Stock Exchange. Securities issued under the Private Placement will be subject to a four month hold period which will expire four months plus one day from the closing date of the Private Placement.

About Erdene

Erdene Resource Development Corp. is a Canada-based resource company focused on the acquisition, exploration, and development of precious and base metals in underexplored and highly prospective Mongolia. The Company has interests in three mining licenses and an exploration license in Southwest Mongolia, where exploration success has led to the discovery and definition of the Khundii Gold District. Erdene Resource Development Corp. is listed on the Toronto and the Mongolian stock exchanges. Further information is available at www.erdene.com. Important information may be disseminated exclusively via the website; investors should consult the site to access this information.

Forward-Looking Statements

Certain information regarding Erdene contained herein may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although Erdene believes that the expectations reflected in such forward-looking statements are reasonable, it can give no

[email protected]

www.erdene.com

TSX: ERD | MSE: ERDN

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assurance that such expectations will prove to have been correct. Erdene cautions that actual performance will be affected by a number of factors, most of which are beyond its control, and that future events and results may vary substantially from what Erdene currently foresees. Factors that could cause actual results to differ materially from those in forward-looking statements include the ability to obtain required third party approvals, market prices, exploitation and exploration results, continued availability of capital and financing and general economic, market or business conditions. The forward-looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and is subject to change after that date. The Company does not assume the obligation to revise or update these forward-looking statements, except as may be required under applicable securities laws.

NO REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE CONTENTS OF THIS RELEASE

Erdene Contact Information

Peter C. Akerley, President and CEO, or Robert Jenkins, CFO

Phone: (902) 423-6419 Email: [email protected] Twitter: https://twitter.com/ErdeneRes Facebook: https://www.facebook.com/ErdeneResource - - - - LinkedIn: https://www.linkedin.com/company/erdene resource development corp / - YouTube: https://www.youtube.com/channel/UCILs5s9j3SLmya9vo2 KXoA

[email protected]

www.erdene.com