Erdene Resource Development Corporation — Proxy Solicitation & Information Statement 2023

May 19, 2023

ERDENE RESOURCE DEVELOPMENT CORPORATION TSX:ERD | MSE:ERDN

NOTICE OF ANNUAL & SPECIAL MEETING OF SHAREHOLDERS

Metropolitan Place 99 Wyse Road, Suite 1480 Dartmouth NS Canada B3A 4S5

The annual and special meeting ("Meeting") of the shareholders ("Shareholders") of Erdene Resource Development Corporation ("Corporation") will be held at 1969 Upper Water Street, Suite 1300, McInnes Cooper Tower – Purdy’s Wharf, Halifax, Nova Scotia, on June 22, 2023 at 10:00 a.m. (Atlantic Time) for the following purposes:

(i) to receive the audited financial statements of the Corporation for the year ended December 31, 2022, copies of which were mailed to Shareholders; (ii) to elect directors of the Corporation for the forthcoming year; (iii) to appoint the auditor of the Corporation for the forthcoming year and to authorize the directors to fix the auditor's remuneration; (iv) to consider and, if deemed advisable, pass a resolution ratifying and approving the Corporation’s omnibus equity incentive plan; (v) to consider and, if deemed advisable, to approve and confirm the continuance of the Corporation's Amended and Restated Shareholder Rights Plan Agreement dated June 14, 2017; and (vi) to transact such further and other business as may properly come before the Meeting or any adjournment thereof.

Details of the matters proposed to be put before the Meeting are set forth in the management information circular ("Circular") accompanying and forming part of this notice of meeting ("Notice of Meeting").

Only Shareholders of record as of the close of business on May 18, 2023 are entitled to receive notice of the Meeting and, except as noted in the attached Circular, to vote at the Meeting. To assure your representation at the Meeting as a Registered Shareholder, please complete, sign, date and return the enclosed proxy, whether or not you plan to personally attend. Sending your proxy will not prevent you from voting in person at the Meeting. All proxies completed by Registered Shareholders must be received by the Corporation's transfer agent, Computershare Investor Services Inc., not later than June 20, 2023 at 10:00 a.m. (Atlantic Time). A Registered Shareholder must return the completed proxy to Computershare Investor Services Inc., as follows:

(a) by mail in the enclosed envelope; (b) by the Internet or telephone as described on the enclosed proxy; or (c) by registered mail, by hand or by courier to the attention of Computershare Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1.

Non-Registered Shareholders whose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary. A more detailed description on returning proxies by Non-Registered Shareholders can be found on page 2 of the attached Circular.

If you receive more than one proxy or voting instruction form, as the case may be, for the Meeting, it is because your shares are registered in more than one name. To ensure that all of your shares are voted, you must sign and return all proxies and voting instruction forms that you receive.

DATED at Dartmouth, in the Halifax Regional Municipality, Nova Scotia, this 19th day of May, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Peter C. Akerley President and Chief Executive Officer

ERDENE RESOURCE DEVELOPMENT