Erdene Resource Development Corporation — Capital/Financing Update 2026

Jan 28, 2026

FORM 51-102F3
MATERIAL CHANGE REPORT

Item One – Name and Address of Company

Erdene Resource Development Corporation
170 Cromarty Drive
Suite 200
Dartmouth NS B3B 0G1

Item Two - Date of Material Change

January 26, 2026

Item Three - News Release

The attached news release was issued in Halifax, Nova Scotia on January 26, 2026, via GlobeNewswire.

Item Four - Summary of Material Change

On January 26, 2026, Erdene Resource Development Corporation (TSX:ERD; MSE:ERDN; OTCQB: ERFCF) (“Erdene” or the “Company”) announced that it entered into an agreement with Paradigm Capital Inc. (“Paradigm”), pursuant to which Paradigm, as co-lead underwriter and joint bookrunner with National Bank Financial Inc., has agreed to purchase, on a “bought deal” private placement basis, 2,809,000 common shares of the Company for aggregate gross proceeds of $25,000,100.

Item Five - Full Description of Material Change

On January 26, 2026, Erdene announced that it entered into an agreement with Paradigm, pursuant to which Paradigm, as co-lead underwriter and joint bookrunner with National Bank Financial Inc., on behalf of a syndicate of underwriters (Paradigm and the syndicate, together, the “Underwriters”), has agreed to purchase, on a “bought deal” private placement basis, 2,809,000 common shares of the Company (the “Common Shares”) at a price of $8.90 per Common Share (“Issue Price”) for aggregate gross proceeds of $25,000,100 (the “Offering”).

In addition, the Company has granted the Underwriters an option to purchase up to 421,000 additional Common Shares at the Issue Price, exercisable, by notice in writing to the Company, at any time not less than 48 hours prior to the Closing Date (the “Underwriters’ Option”).

The net proceeds from the Offering will be used for exploration and technical studies on the Company’s properties held outside its Strategic Alliance with Mongolian Mining Corporation, including the Company’s wholly-owned licence containing the Khuvyn Khar copper-porphyry system, which hosts the Zuun Mod molybdenum-copper deposit, and for target evaluation and general corporate and working capital purposes as described in the offering document.

The Common Shares will be offered for sale pursuant to Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"), to purchasers resident in each of the provinces of Canada (other than Québec).

---

The Common Shares may also be sold in other jurisdictions outside of Canada that are mutually agreed to by the Company and the Underwriters pursuant to relevant prospectus or registration exemptions in accordance with applicable laws. As the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Common Shares issued in the Offering will not be subject to a hold period in Canada pursuant to applicable Canadian securities laws.

The Offering is expected to close on or about February 5, 2026 (the "Closing Date") and will be subject to regulatory approvals and customary closing conditions, including listing of the Common Shares on the Toronto Stock Exchange.

The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom.

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 27th day of January, 2026.