Erdene Announces Closing of $25 Million Bought Deal Private Placement
TSX: ERD | MSE: ERDN | OTCQX: ERDCF
www.erdene.com 1 [email protected]
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ERDENE ANNOUNCES CLOSING OF $25 MILLION
BOUGHT DEAL PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Press Release
Halifax, Nova Scotia
2026.02.05
Erdene Resource Development Corp. (TSX:ERD; MSE:ERDN ; OTCQX: ERDCF)
("Erdene" or the "Company") is pleased to announce that further to its news release
dated January 26, 2026, the Company has closed its bought deal private placement
offering of 3,230,000 common shares of the Company (the “Common Shares”) at a price
of $8.90 per Common Share for gross proceeds of $28,747,000 (the “Offering”), including
the full exercise of the underwriters’ option. The Offering was conducted pursuant to an
underwriting agreement between Paradigm Capital Inc. and National Bank Financial Inc.,
as co-lead underwriters and joint bookrunners, and BMO Capital Markets (collectively,
the "Underwriters") and the Company.
Peter Akerley, Erdene’s President and CEO stated, “The funds raised from the Offering
will accelerate our development of the Khundii Minerals District, one of the most exciting
new mineral regions in Asia. With production at the Bayan Khundii Gold Mine ramping up,
exploration and development projects within the Strategic Alliance are expected to be
funded through cash generated from production. Proceeds from the Offering will allow us
to rapidly advance our wholly owned projects, including the Khuvyn Khar copper
discovery and the Zuun Mod deposit, where a preliminary economic assessment is
scheduled to be delivered in mid-2026, and to undertake evaluation of new prospects for
tuck-in acquisitions and other opportunities to expand our land holdings, as we seek to
grow operations in this extremely prospective terrain.”
The net proceeds from the Offering will be used for exploration and technical studies on
the Company’s properties on the wholly-owned licence containing the Khuvyn Khar
copper-porphyry system, which includes the Zuun Mod molybdenum-copper deposit and
Khuvyn Khar copper discovery, and for target evaluation and general corporate and
working capital purposes as described in the offering document.
The Offering is subject to the final approval of the Toronto Stock Exchange. The Common
Shares were offered 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) and other jurisdictions agreed by the Company and the Underwriters.
As the Offering was 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.
TSX: ERD | MSE: ERDN | OTCQX: ERDCF
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The Offering constituted a related party transaction within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI
61-101") as an insider of the Company acquired 568,000 Common Shares pursuant to
the Offering. The Company is relying on the exemptions from the valuation and minority
shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a)
of MI 61-101, as the fair market value of the insider’s participation in the Offering does
not exceed 25% of the market capitalization of the Company. The Company did not file a
material change report in respect of the related party transaction at least 21 days before
the closing of the Offering as the insider participation could not have been known at that
time.
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. This press release does not
constitute an offer to sell or the solicitation of an offer to buy securities in the United States,
nor may there be any sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Erdene
Erdene Resource Development Corp. is a Canada-based resource company producing
gold at the high-grade, low-cost Bayan Khundii Gold Mine in underexplored and highly
prospective Mongolia. The Company has interests in a highly prospective portfolio of
precious and base metal projects in close proximity to the Bayan Khundii Gold Mine in
the Khundii Minerals District, which provides a robust organic growth pipeline. Erdene
Resource Development Corp. is listed on the Toronto (“ERD”) and the Mongolian stock
(“ERDN”) exchanges and OTCQX Market (“ERDCF”). 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 , including statements regarding the
expected use of net proceeds from the Offering. Although Erdene believes that the
expectations reflected in such forward-looking statements are reasonable, it can give no
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
TSX: ERD | MSE: ERDN | OTCQX: ERDCF
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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-/