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Erdene Announces Private Placement to Advance Khundii Gold Project

Financings

Erdene Announces Private Placement to Advance Khundii Gold Project

Halifax, Nova Scotia – February 5, 2019 - Erdene Resource Development Corp. (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 7,608,696 units of the Company (the “Units”) at a price of

$0.23 per Unit (the “Private Placement”), for gross proceeds of up to $1,750,000. Each Unit will consist

of one common share and one Warrant (the “Warrants”). 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 if exercised

within twelve months of the closing date and at a price of $0.50 if exercised more than twelve months

after the closing date.

Proceeds of the Private Placement will be used to fund the independent Pre-Feasibility Study of the

Company's Khundii Gold Project (the “Project”), mining license applications for the Project’s

properties, potential acquisitions, including through the Mongolian Government’s recently re-opened

license tender process, and for general working capital purposes.

RPMGlobal Asia Limited recently completed a Preliminary Economic Assessment (“PEA”) for the

Project, in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects

(“NI 43-101”), and recommended that Erdene proceed to a NI 43-101 Pre-Feasibility Study (the

“Study”) to further assess the viability of the Project. Erdene has received proposals from several

engineering firms to lead the Study, which it plans to launch following the close of the Private

Placement. Simultaneously the Company is working to secure the Project’s mining licences, which

provide long-term security of tenure over these lands, and will be finalizing exploration programs for

the 2019 field season.

The Mongolian Ministry of Mining and Heavy Industry has recently released licenses to tender in

Southwest Mongolia and the Company expects prospective licenses to be released in 2019. The

Company has identified several priority targets within the surrounding district and will be an active

participant in tenders for these properties.

The Private Placement is expected to close on or about February 28, 2019 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.

Background on the Khundii Gold Project

Erdene’s deposits are located in the Edren Terrane, within the Central Asian Orogenic Belt, host to

some of the world’s largest gold and copper-gold deposits. Although epithermal gold and porphyry

copper-gold deposits are well documented across the border in China and along the Belt’s westward

trend, exploration in Mongolia was limited until the mid-1990s, when the country opened its doors to

foreign exploration. Exploration since that time in southeast Mongolia led to the discovery of the

world-class Oyu Tolgoi gold-copper deposit. Erdene has been the leader in exploration in southwestern

Mongolia over the past decade and is responsible for the discovery of the Khundii Gold District. The

District is comprised of multiple high-grade gold and gold/base metal prospects, two of which are being

considered for development: Bayan Khundii and Altan Nar. The Company has to date invested US$17

million in exploration and resource development on the Bayan Khundii and Altan Nar projects.

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 four exploration licenses and a mining 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 Mongolia 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 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 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

Ken W. MacDonald, Vice President and CFO

Phone: (902) 423-6419

E-mail: [email protected]

Website: www.erdene.com

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