MERIDIAN MINING

MERIDIAN MINING UK SOCIETAS

Amended and Restated
Annual Information Form

For the Year Ended December 31, 2021

June 2, 2022

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ... 1
QUALIFIED PERSON ... 2
MARKET AND INDUSTRY DATA ... 2
CURRENCY ... 3
CORPORATE STRUCTURE ... 3
GENERAL DEVELOPMENT OF THE BUSINESS ... 3
BUSINESS AND INDUSTRY ... 7
TECHNICAL INFORMATION ... 8
RISK FACTORS ... 18
DIVIDEND POLICY ... 28
DESCRIPTION OF SHARE CAPITAL ... 28
MARKET FOR SECURITIES ... 29
PRIOR SALES ... 30
DIRECTORS AND EXECUTIVE OFFICERS ... 33
AUDIT COMMITTEE ... 35
CONFLICTS OF INTEREST ... 38
LEGAL PROCEEDINGS AND REGULATORY ACTIONS ... 38
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ... 39
TRANSFER AGENTS AND REGISTRAR ... 39
MATERIAL CONTRACTS ... 39
INTERESTS OF EXPERTS ... 39
ADDITIONAL INFORMATION ... 40
GLOSSARY OF TERMS ... 41

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Amended and Restated Annual Information Form (“AIF”) contains forward-looking statements and information within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). These forward-looking statements relate to, among other things, the objectives, goals, strategies, beliefs, intentions, plans, estimates and outlook of Meridian Mining UK Societas (“Meridian” or the “Company”).

Forward-looking statements can generally be identified by the use of words such as “believe”, “anticipate”, “expect”, “continue”, “intend”, “aim”, “plan”, “budget”, “goal”, “estimate”, “forecast”, “foresee”, “close to”, “target”, “potential” or negative versions thereof and similar expressions, and/or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements are based on estimates and assumptions made by Meridian in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors Meridian believes are appropriate in the circumstances. Any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking statements. Statements containing forward-looking statements are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances and are subject to change. Although Meridian believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on such statements.

The forward-looking statements in this AIF includes, among other things, statements relating to:

expectations regarding industry trends, overall market growth rates and our growth rates and growth strategies;
the addressable markets for our products;
the long-term impact of the coronavirus (SARS-CoV-2) (“COVID-19”) pandemic on our business, financial position, results of operations and/or cash flows;
expectations regarding the revenue generation potential of our products;
our business plans and strategies;
our expectations regarding certain of our future results, including, among others, revenue, expenses, sales growth, expenditures, operations, and use of future cash flow;
our ability to execute on our strategic growth priorities and to successfully integrate acquisition targets; and
our competitive position in our industry.

In making the forward-looking statements in this AIF, Meridian has made several assumptions, including, but not limited to, assumptions concerning: production costs; the geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis that are involved in the calculation of mineral reserves and mineral resources; expectations regarding industry trends, overall market growth rates and our growth rates and growth strategies; that there is no material deterioration in general business and economic conditions; the long-term impact of COVID-19 on our business, financial position, results of operations and/or cash flows; that there is no unanticipated fluctuation of interest rates and foreign currency exchange rates; that the supply and demand for, deliveries of, and the level and volatility of prices of precious and base metals, as well as oil and petroleum products develop as expected; that Meridian receives regulatory and governmental approvals for its development projects and other operations on a timely basis; expectations regarding the revenue generation potential of our products; our business plans and strategies; that Meridian is able to obtain financing for its development projects on reasonable terms; our ability to execute on our strategic growth priorities and to successfully integrate acquisition targets; that Meridian is able to procure exploration equipment and services, and operating supplies in sufficient quantities and on a timely basis; that engineering and construction timetables and capital costs for Meridian’s development and expansion projects are not incorrectly estimated or affected by unforeseen circumstances; our competitive position in our industry; that costs of closure of various operations are accurately estimated; that unforeseen changes to the political stability or government regulation in the country in which Meridian operates do not occur; our ability to retain key personnel; and that Meridian maintains its ongoing relations with its employees, affected communities, business partners and joint venturers.

Actual results may differ materially from those expressed or implied in the forward-looking statements contained in this AIF. The Company anticipates that subsequent events and developments may cause the Company’s views to change. Factors which could cause results or events to differ from current expectations include, among other things: actions taken by the Company’s lenders, creditors, shareholders, and other stakeholders to enforce their rights; actions

taken against the Company by governmental agencies and securities and other regulators; potential direct or indirect operational impacts resulting from infectious diseases or pandemics, such as the COVID-19 pandemic, and other factors not currently viewed as material that could cause actual results to differ materially from those described in the forward-looking statements. If any of these risks or uncertainties materialize, or if the opinions, estimates, or assumptions underlying the forward-looking statements prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking statements. Important factors that could cause actual results to differ materially from these expectations are discussed in greater detail under the heading “Risk Factors” in this AIF. When relying on forward-looking statements to make decisions with respect to Meridian, carefully consider these risk factors and other uncertainties and potential events. Meridian undertakes no obligation to update or revise any forward-looking statement, except as required by law.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements, which speak only as of the date made. The forward-looking statements contained in this AIF represent our expectations as of the date of this AIF (or as the date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada.

QUALIFIED PERSONS

Dr Adrian McArthur, B.Sc. Hons, PhD. FAusIMM., CEO, President and a director of Meridian as well as a Qualified Person as defined by National Instrument 43-101, has supervised the preparation of the technical information in this AIF relating to the Ariquemes, Mirante da Serra and Espigão Projects and approves of the written disclosure.

Technical information in this AIF relating to the Company’s flagship Cabaçal Property has been prepared under the supervision of Simon Tear (PGEO, EurGeol) who is a Geological Consultant and Director of H&S Consultants Pty Ltd. an independent geological consultancy based in Sydney, NSW, Australia, and Marcelo Antonio Batelochi, MAUSIMM (CP Geo), an Independent Consultant with MB Geologia Ltda, with an office at Avenida Amazonas, 2904, Prado - Loja 512, CEP 30411-186 - Belo Horizonte/MG – Brazil. Simon Tear and Marcelo Antonio Batelochi approve of the written disclosure. All authors of the Amended and Restated NI 43-101 Technical Report: Cabaçal Property Project Report, Mato Grosso, NW Brazil, and dated June 2, 2022 (with an effective date of November 12, 2021) (the "Amended and Restated Technical Report"), are independent “qualified persons” as defined by NI 43-101. The Amended and Restated Technical Report may be found on the Company’s website at www.meridianmining.co or under the Company’s profile on SEDAR at www.sedar.com. Readers are encouraged to read the entire Amended and Restated Technical Report.

MARKET AND INDUSTRY DATA

Market and industry data presented throughout this AIF was obtained from third-party sources, websites, and other publicly available information as well as industry and other data prepared by us or on our behalf on the basis of our knowledge of the markets in which we operate. We believe that the market and economic data presented throughout this AIF is accurate and, with respect to data prepared by us or on our behalf, that our opinions, estimates, and assumptions are currently appropriate and reasonable, but there can be no assurance as to the accuracy or completeness thereof and we do not make any representation to that effect. Actual outcomes may vary materially from those forecast in such reports or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. Although we believe it to be reliable, we have not independently verified any of the data from third-party sources referred to in this AIF, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying market, economic and other assumptions relied upon by such sources. Market and economic data are subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey.

CURRENCY

In this AIF, unless otherwise stated, dollar amounts are reported in United States dollar (“USD”) and in Canadian dollar (“CAD”).

CORPORATE STRUCTURE

The Company

Background

Meridian Mining UK Societas, formerly Meridian Mining S.E., was formed in Amsterdam, Netherlands on December 16, 2013. Effective August 15, 2017, the Company transferred its official seat from the Netherlands to London, United Kingdom. On December 31, 2020, the Company was converted under Articles AA1 and AAA1 of the EC Regulation on the European Public Limited-Liability company (Amended Etc.) (EU Exit) Regulations 2018 to a United Kingdom Societas under the name of Meridian Mining UK Societas.

The Company’s shares were listed on the TSX Venture Exchange (“TSXV”) under the symbol “MNO” until the Company upgraded to trading on the Toronto Stock Exchange (“TSX”) on April 4, 2022, under the same symbol “MNO”. The Company also trades on the OTCQB Venture Market (“OTCQB”) in the United States under the symbol “MRRDF”. The Company is a reporting issuer in British Columbia, Alberta and Ontario and files its continuous disclosure documents with the applicable Canadian securities authorities in such province. Such documents are available on SEDAR at www.sedar.com. Meridian’s filings through SEDAR are not incorporated by reference in this AIF.

The Company is currently engaged in the exploration, development of mineral deposits in Brazil, through its subsidiaries, Meridian Mineração Jaburi S.A. (“Jaburi”) and Rio Cabaçal Mineração Ltda. (“Rio Cabaçal”).

The Company’s head office is located at 6th Floor, 65 Gresham Street, London, EC2V 7NQ, United Kingdom.

Intercorporate Relationships

GENERAL DEVELOPMENT OF THE BUSINESS

Meridian is focused on the acquisition, exploration, and development activities in Brazil. The Company is currently focused on resource development of the Cabaçal VMS Copper-Gold project, exploration in the Jaurú & Araputanga Greenstone belts located in the state of Mato Grosso; exploring the Espigão Copper-Gold polymetallic project and the Mirante da Serra manganese project in the State of Rondônia Brazil.

The following is a summary of the general development and most significant events of the Company’s business since January 1, 2019.

Three Year History

Financial year ended December 31, 2021

Cabaçal Project, Mato Grosso

On January 20, 2021, the Company announced the initiation of field work at its Cabaçal VMS Cu-Au project.

On March 16, 2021, the Company announced the commencement of the drill program at Cabaçal, initial program was for 10,000m.

On November 24, 2021, the Company announced the extension of the Cabaçal drill program by 15,000m.

Non-Brokered Private Placement

On October 19, 2021, the Company closed a brokered private placement through the issuance of 14,835,000 common shares at a price of CAD 0.70 per common share for aggregate gross proceeds to the Company of CAD 10,384,500 (USD 8,384,830. Management and directors of the Company subscribed for an aggregate of 72,000 common shares.

Corporate

On January 26, 2021 the Company announced changes to the Board of Directors, Mr Gilbert Clark was appointed Executive Chairman, while Mr Charles Riopel stepped down but took on the role of Lead Independent Director. The Board was expanded with the appointments of Mr John Skinner and Mr Mark Thompson as Independent Directors.

On October 27, 2021, Ms. Susanne Sesselmann was appointed Independent Director and member of the Audit Committee of the Company.

On October 28, 2021, the Company announced the granting of an aggregate of 4,459,717 options at $1.10 per common share of the Company to its directors, officers, employees, consultants and advisors for a period of five years expiring on October 27, 2026.

Financial year ended December 31, 2020

Non-Brokered Private Placements

On July 15, 2020, the Company completed a non-brokered private placement of 46,766,666 units at a price of CAD 0.075 per unit, for gross proceeds of CAD 3,507,500 (USD 2,586,270). Each unit consists of one common share and one non-transferable common share purchase warrant. Each common share purchase warrant is exercisable at a price of CAD 0.11 for a period of 24 months, until July 15, 2022.

On December 21, 2020, the Company completed a non-brokered private placement of 21,576,500 units at a price of CAD 0.20 per unit, for gross proceeds of CAD 4,315,300 (USD 3,356,134). Each unit consists of one common share and one-half of one transferable common share purchase warrant. Each whole share purchase warrant is exercisable at a price of CAD 0.30 for a period of 24 months, until December 21, 2022.

Debt Settlement Transactions and Treasury Share Cancellation.

Effective on the closing of the July 15, 2020 private placement, the Company replaced debt of USD 10,343,397 in exchange for a non-interest-bearing loan facility of CAD 14,674,177 that was due to mature on March 31, 2022, pursuant to the Consolidated Facility Agreement with Sentient Global Resources Fund IV, L.P. (“SGRFIV”). On March 29, 2022, the outstanding balance of the loan facility was converted into 5,869,670 common shares of Meridian at a conversion rate of CAD 2.50 per common share.

On July 16, 2020, the Company also issued 5,958,540 common shares to SGRFIV to settle an additional debt of USD 10,500,000 and issued 5,910,602 common shares to The Sentient Group Limited (“TSG”) to settle debt of USD 1,249,863.

On July 16, 2020, pursuant to the Share Surrender and Cancellation agreement with SGRFIV entered in June 2020 and after completion of the debt settlement transactions described above, SGRIV surrendered 141,011,304 common shares in the capital of the Company.

Cabaçal Project, Mato Grosso.

On November 6, 2020, the Company entered into a definitive purchase agreement to acquire a 100% beneficial interest in the Cabaçal Copper-Gold Project (“Cabaçal”) in the state of Mato Grosso, Brazil, for a total consideration of USD 8,750,000 plus, at the option of the vendors, 4,500,000 Meridian shares or CAD 1,350,000, from two private Brazilian companies, Prometálica Mineração Ltda. and IMS Engenharia Mineral Ltda. Espigão do Oeste, Rondônia

On January 23, 2020, the Company released a review of the 2015 aerial electromagnetic (“EM”) Maxwell conductive plate models and their relationship to target corridors of the Espigão Copper-Gold polymetallic project. Nine modelled EM plates show spatial relations to polymetallic soil anomalies associated with showings of Mn and Fe oxides. These represent targets to test at depth for zoned polymetallic systems.

Corporate

On April 13, 2020, the Company appointed Ms. Soraia Morais to the Executive Position of Chief Financial Officer.

On July 20, 2020, Dr. Adrian McArthur joined the Board of Directors and assumed the CEO & President roles. Mr. Gilbert Clark stepped down as Interim CEO & President but remains a Company Director. Mr. Peter Weidmann, Sentient’s nominee, resigned from the Board.

Financial year ended December 31, 2019

Mirante da Serra, Rondônia

On July 24, 2019, the Company entered into an option agreement to acquire a 100-per-cent interest in the Mirante da Serra manganese project, in Rondônia, Brazil. Following a sequential process related to project and administrative milestone achievements, the Company may at its election, acquire the project for a cumulative consideration of 1,140,000 Brazilian real (approximately USD 200,000).

Espigão do Oeste, Rondônia

On December 4, 2019, the Company announced the placing of the Espigão Manganese operation on care and maintenance and the strategic Company change to focus on the exploration.

Corporate

On October 15, 2019, the Company announced Mr. John Sabine’s resignation as Non-Executive Chairman and from the Board of Directors of the Company. Mr. Riopel was appointed Chairman of the Board of Directors of the Company.

On December 30, 2019, the Company completed an internal corporate restructuring which included the dissolution of our Dutch subsidiary Ferrometals BV on December 30, 2019.

Recent Developments

Ariquemes Project, Rondônia

On January 13, 2022, the Company announced it had signed a Joint Venture with Orosur Mining Inc for the tin exploration projects of Ariquemes. Orosur Mining Inc has the right to invest up to USD 3,000,000 for a 75% project equity.

Cabaçal Project Mato Grosso

On January 28, 2022, the Company secured an Amendment to the Cabaçal Purchase Agreement rescheduling the payment of the 3rd Purchase Price Installment to August 1, 2023 unless accelerated upon completion of an equity financing for gross proceeds of at least USD 2,500,000.

Corporate

On February 24, 2022, the Company announced the appointment of Ms Mariana Bermudez as the Company’s Corporate Secretary.

On March 23, 2022, the Company announced receipt of conditional acceptance to list its common shares on the TSX. On April 4, 2022, the Company’s common shares commenced listing on the TSX.

BUSINESS AND INDUSTRY

General

Meridian Mining UK Societas is currently engaged in the exploration, development of mineral deposits in Brazil, through its subsidiaries, Jaburi and Rio Cabaçal. The Company is currently focused on resource development of the Cabaçal VMS Copper-Gold project, exploration in the Jaurú & Araputanga Greenstone belts located in the state of Mato Grosso; exploring the Espigão polymetallic project and the Mirante da Serra manganese project in the State of Rondônia Brazil. The Company operates in one operating segment, being the acquisition, exploration and development of exploration and mineral properties in Brazil.

Specialized Skills and Knowledge

Numerous types of specialized skill, knowledge and experience are required of employees in the mining industry. Such skills and knowledge include the areas of permitting, geology, drilling, metallurgy, logistical planning, engineering, and implementation of exploration programs, as well as legal compliance, finance, and accounting. Meridian has the necessary skilled employees and consultants in order to carry on its business as conducted and believes it will continue to be able to retain such employees and consultants. In the event of a skilled labour shortage, various projects of the Company may not become operational due to increased capital outlays associated with labour. Further, a skilled labour shortage could result in operational issues, such as delays in the execution of the exploration programs and higher exploration costs.

Competitive Conditions

The mining industry is intensely competitive in all of its phases and the Company competes with many companies possessing greater financial resources and technical facilities in its search for, and the acquisition of, mineral properties as well as the recruitment and retention of qualified employees with technical skills and experience in the mining industry. There can be no assurance that the Company will be able to compete successfully with others in acquiring mineral properties, obtaining adequate financing, and continuing to attract and retain skilled and experienced employees. Existing or future competition in the mining industry could materially adversely affect the Company's business and prospects for mineral exploration and success in the future.

Employees

As at December 31, 2021, Meridian had 52 employees in Brazil. The Company has not experienced, and does not expect to experience, significant difficulty in attracting and retaining qualified persons. However, no assurance can be given that a sufficient number of qualified employees can be retained by the Company when necessary. See "Risk Factors".

Foreign Operations

All of Meridian's mineral projects are owned and operated through its subsidiaries, Jaburi and Rio Cabaçal. Meridian's wholly owned properties are located in the states of Rondônia and Mato Grosso in Brazil. Meridian is entirely dependent on its foreign operations for the exploration and future development and production.

Cycles

The mineral exploration business is subject to mineral price cycles. The marketability of minerals and mineral concentrates and the ability to finance the Company on favourable terms is also affected by worldwide economic cycles.

Health Safety & Environmental

The Company is, and has been, carrying out exploration and development in Brazil. Such activities are subject to various laws, rules and regulations governing the protection of the environment. Management is committed to ensure that it continues to comply with or exceed all environmental regulations currently applicable to it. To the best of the Company's knowledge, all of the Company's activities comply with all material respects with applicable environmental legislation.

TECHNICAL INFORMATION

Introduction

This is a summary of the Amended and Restated Technical Report for Meridian Mining UK Societas ("Meridian" or "the Company") on the Cabaçal Project (the "Cabaçal Project"). The Amended and Restated Technical Report was prepared by Simon Tear (PGEO, EurGeol), who is a Geological Consultant and Director of H&S Consultants Pty Ltd., an independent geological consultancy based in Sydney, NSW, Australia, and Marcelo Antonio Batelochi, MAUSIMM (CP Geo), an Independent Consultant with MB Geologia Ltda, with an office at Avenida Amazonas, 2904, Prado - Loja 512, CEP 30411-186 - Belo Horizonte/MG – Brazil. Each of Simon Tear and Marcelo Antonio Batelochi approve of the written disclosure in this AIF.

The Company, through its Brazilian subsidiary Rio Cabaçal Mineração Ltda. ("Rio Cabaçal"), has an option agreement over the project with two private Brazilian companies Prometálica Mineração Ltda ("PML") and IMS Engenharia Mineral Ltda ("IMS"; together "the Vendors").

The Project is located in the Proterozoic Jauru-Santa Helena domain on the SW margin of the Amazon Craton. It comprises a number of exploration and mining licences hosting 36 strike kilometers of Proterozoic metamorphosed volcano-sedimentary stratigraphy prospective for volcanic massive sulphide ("VMS") mineralization.

BP Minerals ("BPM") identified the exploration potential of the belt in the 1980's and completed substantial exploration works including the discovery and development of the Cabaçal Au-Cu-Ag mine (then known as the Manati mine), which opened in 1987. Rio Tinto ("RTZ") acquired BP Minerals in 1989 and maintained the property for two years before ceasing production in 1991 and withdrawing from exploration in the general area. A second mineralized area on the licences, discovered by BPM 9km to the southeast, was subsequently developed by PML, operating as the Santa Helena Zn-Pb-Cu-Au-Ag underground mine from 2006 to 2008, closing during a downturn in the zinc price.

There is no current mining activity on the project area and the aim of MNO is to conduct resource definition programs and open-pit mine development studies focussed initially on the Cabaçal Cu-Au-Ag mine and its extensions. The Company is also conducting exploration on the broader belt for new VMS discoveries. An inspection of the Project was undertaken by independent Qualified Person, Mr Marcelo Antonio Batelochi (of MB Geologia Ltda, Belo Horizonte, Minas Gerais, Brazil), between the 7th to 11th June 2021, and elements of this field inspection are incorporated into this report. The general aim of this work was to verify and validate the field information from historical and current exploration campaigns, to support the preparation of a property report and later an Exploration Results and Mineral Resources disclosure report, coordinated by H&S Consultants Pty Ltd of Sydney, Australia.

Project Description, Location and Access

The Cabaçal Cu-Au-Ag project (the "Project", or the "Property"), is located in the State of Mato Grosso, Brazil. Mining rights straddle five municipalities: Mirassol do Oeste, São José dos Quatro Marcos, Lambari d'Oeste, Rio Branco and Araputanga. The Project is located approximately 230 km west-north-west of the state capital Cuiabá. Sealed roads provide access between Cuiabá and the Company's administrative base located in São José dos Quatro Marcos. Within the Property, the Cabaçal Cu-Au-Ag mine is located -58° 12' 33.84" W; -15° 20' 18.6" S (GCS WGS 1984), on the 1:250000 "Barra do Bugres" map sheet, approximately 30km by unpaved all-weather gravel roads from São José dos Quatro Marcos.

Registered to Prometálica Mineração Ltda.:
861956/1980: The Santa Helena Mining Lease (875 Ha); and
866292/2004: The Cabaçal Mining Lease Application (4,028 Ha).
Registered to IMS Engenharia Mineral Ltda.:
867407/2008: Exploration licence (9,813 Ha) - renewal pending for second term;
866002/2016: Exploration licence (2,566 Ha) - renewal pending for second term; and
866455/2016: Exploration licence (1,180 Ha) - renewal pending for second term.

The Company entered into a definitive Purchase Agreement to acquire a 100% beneficial interest in the Cabaçal Copper-Gold Project ("Cabaçal") in the state of Mato Grosso, Brazil, for a total consideration of USD 8,750,000 plus, at the option of the vendors, 4,500,000 Meridian shares or CAD 1,350,000, from two private Brazilian companies, Prometálica Mineração Ltda. and IMS Engenharia Mineral Ltda (the "Vendors"). The Company changed the terms of the second and third payments and assigned the Purchase Agreement related to the Cabaçal project to its subsidiary

Rio Cabaçal Mineração Ltda. The Company is required to make staged payments based on milestones achieved as follows:

USD 25,000 payable within 5 days of the execution of the option agreement (paid);
USD 275,000 payable following filing of transfer requests for the mineral rights to Rio Cabaçal Mineração Ltda, lodged with the Agência Nacional de Mineração (“ANM”; paid);
USD 1,750,000 payable on August 1, 2023, unless accelerated upon completion of an equity financing for gross proceeds of at least USD 2,500,000, provided completion of successful drilling program and historical geophysics database validation and subject to an acceleration clause;
1,000,000 common shares in the capital of the Company or CAD 300,000, at the option of the Vendors, subject to completion of a technical report on the estimate of the resource in accordance with National Instrument 43-101;
USD 1,850,000 plus, at the option of the vendors, 1,500,000 common shares in the capital of the Company or CAD 450,000, within 9 months of the fourth payment and subject to the successful completion of the positive economic feasibility study;
USD 2,250,000 payable plus, at the option of the vendors, 2,000,000 common shares in the capital of the Company or CAD 600,000, up to 30 days after the Installation License (“LI”) of the Cabaçal Project plant is issued by the competent authorities;
USD 2,600,000 payable within 45 days after the signature by the Company of the definitive financing contracts for the construction of the Cabaçal Project plant; and
Under the option agreement terms with the Vendors, the Company has made the Vendor payments due following the positive due diligence (USD 25,000), and made a second stage payment, with the titles transfer request lodged (USD 275,000).

Licence 861956/1980 has a royalty payment for the benefit of Mineração Manati Ltda. (“Manati”), arising from the Mineral Exploitation Project Agreement dated December 20, 2000. The value is equivalent to one-point-five per cent (1.5%) of the gross revenues less taxes. Licence 861956/1980 contains some remaining infrastructure relating to the Santa Helena Mining Operation – parts of the beneficiation plant, office rooms, the old laboratory and guardhouse, and the tailings dam. The metallic structures that have not been removed have been sold for scrap and are being progressively disassembled. Under the acquisition structure, Rio Cabaçal Mineração is purchasing the titles and not the holding companies. This is being done to mitigate the corporate risk with respect to any actions against the past operators.

The Company applied for nine satellite exploration licences in its own right in the Cabaçal, Jaurú and Araputanga Belts. The applications have been accepted and registered. Approval of the licences for field activity is pending.

866261/2021: Exploration licence application (9862.28 Ha).
866754/2021: Exploration licence application (4917.97 Ha).
866752/2021: Exploration licence application (4912.24 Ha).
866751/2021: Exploration licence application (4977.87 Ha).
866757/2021: Exploration licence application (7400.68 Ha).
866750/2021: Exploration licence application (8925.37 Ha).
866749/2021: Exploration licence application (7545.90 Ha).
866744/2021: Exploration licence application (9767.22 Ha).
866743/2021: Exploration licence application (666.42 Ha).

Facilities in the Company’s administrative base at São José dos Quatro Marcos include hospitals, schools, shops, banks, post-offices, and petrol stations.

The region is supplied by a high-voltage 34.5kV power line from Cachoeira Dourada in Goiás State to Rio Casca in Mato Grosso State. A potential route for the construction of the electric line from Araputanga to the Project Area has been identified, extending over 21 km.

Historical infrastructure associated with the Cabaçal Mine has been disassembled and sold, aside from some old buildings which are being converted to field offices and core processing / storage facilities. Likewise, plant associated with the Santa Helena mine has also been sold and has largely been dismantled with remaining structures sold for scrap metal.

The tenements are located within the Amazon biome, but in areas that for many years have been settled and allocated to farming. There are no indigenous lands or national or state parks on the property.

History

In the early 1980's, BPM identified three new greenstone belts in northwest Mato Grosso (which they named the Jauru, Araputanga and Cabaçal Belts) and established about 800,000 hectares of licences over this area. RTZ assumed ownership of the project following its acquisition of BPM in 1989.

BPM initially undertook regional geological mapping, stream geochemical programs and an aerial geophysical INPUT survey, defining a series of Cu-Pb-Zn-Au anomalies and various conductors associated with metavolcanic - metasedimentary stratigraphy. This was followed by prospect-scale soil surveys, ground geophysics and exploratory drilling. The Cabaçal and Santa Helena VMS deposits were discovered during this exploration phase (from prospects first called C4A and C2C respectively). Historical drilling during the BPM-RTZ campaigns between 1981 to 1989 amounts to 768 diamond holes for 79,088.6m (dominantly NQ core with some HQ, BQ, and AQ core sizes). The immediate Cabaçal mine area was intensely drilled (in places on a 10x10m grid), whilst the extensions were drilled on a 100x100m grid, with pre-dominantly vertical holes.

Mining was initiated on the Cabaçal Deposit in April 1987, on historical licence 861925/1980. The mine operated until August 1991 when RTZ closed it. The Cabaçal operation processed 869,279 tonnes @ 5.0 g/t Au & 0.8% Cu (Ag not reported). Ore mineralogy was composed of sulphides, selenides, bismuth, gold, and silver alloys. The main sulphide minerals were chalcopyrite, pyrite and pyrrhotite, with subordinate sphalerite and trace levels of galena. Underground mining was selective using a room and pillar mining method and focused on high-grade gold trends. The mine produced a gold-rich copper concentrate and gold-silver doré. Following rehabilitation, the Cabaçal mining licence was renounced in March 1994. In June, 2004, PML was successful in applying for a new exploration licence (866292/2004) over the Cabaçal mine area. PML subsequently applied for a mining licence in May 2017.

With the divestment of RTZ interests, the mining rights for the Santa Helena licence 861956/1980 were transferred to Metais do Brasil Mineração Ltda ("MBM") in June 1998. In September 1998, MBM wrote an agreement transferring the mineral rights to Prometálica Mineração Ltda ("PML"). In December 1998, PML and Companhia Mineira de Metais ("CMM", a subsidiary of Votorantim Group) formed a consortium for the exploitation of the Mineral Resources on 861956/1980. During this stage, additional exploration, resource evaluation, metallurgical testing and equipment purchase was carried out. An additional 39 diamond holes for 2,478.8m were completed between 1999 and 2001, and a mining licence application was lodged in June, 2002. For strategic reasons, CMM exited from the project with PML assuming full management in 2003 and development of the Santa Helena Mine. The life of mine production was planned from 2006 - 2011, but the collapse in the zinc price from a high of USD 4442/t in November 2006 to a low of USD 1075/t in January 2009 rendered the project unprofitable and mining terminated early. Full production figures are currently not available; records indicate that 439,813t were processed at average grades of 6.65% Zn, 1.62% Cu, 1.77g/t Au, 43.02g/t Ag from October 2006 to August 2008.

The Vendors undertook a VTEM Survey in 2007 over the Cabaçal Belts, obtaining conductivity and magnetic survey data, and undertook further soil survey programs. Prior parties have evaluated the licences, but subsequent agreements have lapsed with no change in ownership. This includes:

Evaluation by AngloGold Ashanti in 2011, including resampling of historical core and technical reviews; and
A period in 2015, when Avanco evaluated the project and undertook a limited drill campaign, involving eleven drill holes for 2,234.1m. Their interest in the project was subsequently discontinued.

SRK was previously commissioned by the Vendors to undertake a resource study on the Monte Cristo (Santa Helena) Deposit in 2007. This estimate was last updated in a report dated 30 May 2007 (Michael et al, 2007), with an estimate of Measured and Indicated Resources of 1,120,000t @ 8.39% Zn, 2.08% Cu, 1.20g/t Au 41.65g/t Ag, and Inferred

Resources of 37,000t @ 5.81% Zn, 1.29% Cu, 1.28g/t Au. 40.94 g/t Ag. A total of 10,975m was drilled in 100 drillholes by the BPM and PML, of which 39 fell within the mineral envelope. The estimation procedure consisted of using three iterations of the inverse distance squared method on composited drillhole data using progressively larger search ranges. Blocks were classified as Measured, Indicated, and Inferred Resources according to the search run in which they were estimated. Metallurgical testing had been conducted on samples from the deposit dating back to the early 1990's by BPM, with additional bench and pilot plant scale work undertaken by PML. A Zn equivalent % calculation was applied for reporting the estimates (ZnEq % = Zn% + (2.14 * Cu%) + (0.39 * Au ppm) + (0.007* Ag_ppm); using metallurgical recoveries of 89% for Zn, 89% for Cu, 65% for Au, and 61% for Ag; metal prices used were Au USD 570 / oz; Ag USD 11 / oz, Cu USD 3.36/ lb; Zn USD 1.57 / lb). An average density of 3.1t/m³ was applied to all blocks within the grade shell based on historical BPM readings supplemented with data gathered by PML. Work required to update the resource includes an estimation for final mining depletion, the integration of additional underground grade control drilling and sampling undertaken by PML, an assessment of appropriate cut-off grades based on changes in metal prices, spatial checks on the position of collar positions, integration of trenching data into the resource and shallow drilling to assess to oxide gold potential, select twin drilling on the BPM and PML drill holes, verification of density assumptions, and infill drilling in areas of sparser data coverage (including where core had been incompletely sampled historically). The deposit represents an exploration target for open pit development, given less that half the historical resource was extracted, and shallow oxide mineralization was not considered in the historical estimate. The relevant Qualified Person has not done sufficient work to classify the historical estimate as a current Mineral Resource or current Mineral Reserve. The Company is not treating the historical estimate as current Mineral Resources or Mineral Reserves.

Historical estimates have been made for the Cabaçal Cu-Au-Ag Deposit by the Vendors, and by Falcon Metais Ltda in June 2009. The Company does not treat these estimates as current Mineral Resources for purposes of National Instrument 43-101. The Falcon estimate scoped Inferred Resources of 21.7Mt @ 0.56% Cu, 0.61g/t Au. A uniform density of 2.7t/m³ was applied for tonnage estimation, mineral zone definition used 3D solids modelled from 54 sections and 301 drill holes. A 0.20% Cu Equivalent % cut off grade was applied (CuEq % = Cu % + (0.51 * Au ppm); with metallurgical recoveries of 85% for Cu, 65% for Au; with metal prices of Au USD 845 / oz; Cu USD 4000 / ton). Given the amount of historic exploration data on the Cabaçal project the Company considers the historic estimates to be relevant to understand the mineral potential of the Cabaçal project. Work required to upgrade the historical estimates as current includes spatial reviews on the position of historical diamond drill collars and underground development, verification drilling to twin historical drill holes and check sampling on available historical core, infill drilling on the broadly spaced drilling to the northwest and southern parts of the historical mining area, updates to geological models, verification of density assumptions, and checks on the database against available primary records from the archives of RTZ. The deposit represents an exploration target to test the potential for open pit development, with historically only a small proportion of the mineral zone extracted between 1987 to 1991 (869,279 tonnes @ 5.0 g/t Au & 0.8% Cu). The relevant Qualified Person has not done sufficient work to classify the historical estimate as a current Mineral Resource or current Mineral Reserve. The Company is not treating the historical estimate as current Mineral Resources or Mineral Reserves.

Many of the geochemical and geophysical peripheral targets defined by BPM did not progress to systematic drill testing, due to the focus on resource definition drilling at Cabaçal (C4 target) and Santa Helena (C2C target). Intersections of interest outside of the Cabaçal and Santa Helena mine environments include:

C-2B: A target located 1.5 km northwest along strike from the Santa Helena mine, along the same trend (overlapping with a VTEM target). Initially defined by significant gold counts in soils and a chargeability anomaly, Holes JUCHD 9, 11, 77, 78 and 79 intercepted gold mineralization associated with conductive sulphide (pyrite + pyrrhotite). Ledgers retrieved from the RTZ archives shows a peak grade of 1m @ 140g/t Au from 53m in JUCHD11. Hole JUCHD9 contained a polymetallic anomaly in the upper section of the hole, with a peak grade of 1m @ 94g/t Ag, 0.45g/t Au, 0.78% Zn, 0.14% Pb & 0.01% Cu from 12.72m; and
C-4B: This target is located ~3km along strike from Cabaçal to the northwest and was initially defined as a stream and soil geochemical anomaly with an associated historical chargeability anomaly. Historical reports indicated that 12 holes were drilled (JUSPD006, 12-13, 15-19, 21-24), with a peak grade of 0.7m @ 5.2g/t Au from 46.0m in JUSPD017, and 0.96m @ 0.91% Cu, 3.0 g/t Ag from 79.2m in JUSPD021.

The combination of modern geophysics with the historical datasets has created an excellent framework for a new round of exploration on advanced targets.

Geological Setting, Mineralization and Deposit Types

The Cabaçal and Santa Helena deposits and other known targets are related to a Paleoproterozoic volcanogenic massive, stringer and disseminated sulphide system located within deformed metavolcanic-sedimentary rocks of the Alto Jauru Greenstone Belt. The meta-sediment package consists of a basalt-dominated bimodal sequence dated at $1853 \pm 15$ Ma (dated by U-Pb method on zircon from the Manuel Leme Formation; Pinho et al., 2010). This places it at around the same age as other significant Paleoproterozoic VMS districts (e.g., Flin Flon, Canada: 1890 Ma; Bergslagen and Skellefte districts, Sweden: 1890 Ma, Jerome, United States: 1760 Ma; Pembine-Wausau Terrane, United States: 1870 Ma).

Regionally, the Cabaçal host sequence is interpreted to lie on the overturned eastern limb of an east-verging anticline (Mason and Kerr, 1990). An associated laterally extensive chert-perlite unit is thought to be an exhalative unit and acts as a marker horizon. Mineralization comprises massive, stockwork / breccia style, stringer and disseminated sulphides dominated by primary chalcopyrite and lesser pyrite and sphalerite. The gold content of the deposit is relatively high, enhanced by a later-stage hydrothermal overprint superimposed on the original VMS mineral system. Both shallow-dipping and steeper-dipping late-stage vein sets were identified during the mine development. There is a shallow weathering profile, typically 10-15m deep.

VMS mineral systems can often generate clusters of deposits, providing exploration discovery opportunities from both near-mine and regional exploration targets.

Exploration

The Company has undertaken the following general exploration activities during 2021 with the focus on the Cabaçal area:

Surface geochemical surveys (1,092 soil samples; 57 rock chip samples);
Surface and down-hole geophysics;
58 down-hole electromagnetic ("BHEM") surveys;
65-line kilometers of surface Fixed Loop Transient ElectroMagnetic surveys ("FLTEM");
Remote sensing - WorldView-3 satellite survey over the Cabaçal Belt;
Topographic control with Geosan Geotecnologia Eireli providing high-resolution drone orthophotography, a digital terrane model with contours, and selected collar surveys;
In-house field checks and surveys of historical collar positions; and
Digital data compilation, with in-house and sub-contracted compilation of data from scanned reports retrieved from the archives of RTZ.

The Company initiated a rock chip and soil sampling program, focusing initially on the C2A area of BPM (centred approximately $3\mathrm{km}$ southeast of the Cabaçal Mine). Soil geochemical anomalies with variable Cu, Cu-Au, Zn-Cu-Pb soil responses were historically defined, but not closed off with gaps in the sample coverage. The area has limited outcrop. Samples were collected from the 'B Horizon' using a hand-auger, on a $200\times 25\mathrm{m}$ grid, closing to $100\mathrm{m}$ on infill lines.

The results from the soil sampling have confirmed that the anomalies expressed in the historical sampling exist and are correctly located. This includes a north-south trending geochemical anomaly extending over $1.5\mathrm{km}$, with a cross-strike footprint of $\sim 130 - 200\mathrm{m}$ (peak Cu of $1,080~\mathrm{ppm}$) with flanking Pb and Zn anomalies extending the footprint of this metal anomaly outward to $\sim 400$ cross strike. They have also defined a new Cu-Zn anomaly, located $\sim 3\mathrm{km}$ southeast of the Cabaçal Mine. Peak rock chip results of $4,075~\mathrm{ppm}$ Cu, $3,530~\mathrm{ppm}$ Zn have been reported to date with fresh sulfide locally present at surface.

Geophysical programs have been focused at Cabaçal and an adjacent satellite target (Cabaçal West). The Company initially contracted Geomag S/A Prospecções Geofísicas, a company of the Wellfield Services Group, to conduct an orientation survey and downhole electromagnetic surveys over the Cabaçal mine and near-mine area. The Company subsequently purchased its own modern surface and down-hole survey equipment manufactured by Australian ElectroMagnetic Imaging Technology Pty Ltd (EMIT) and runs surveys with its own in-house crew.

Fixed-Loop orientation surveys over the Cabaçal Mine defined a bedrock conductor consistent with a response related to a broad footprint of disseminated to stringer sulphides. The EM anomaly extends $\sim 100 - 200\mathrm{m}$ southeast of the limits

of the historical mine development. Fixed-loop surveys have also been initiated over bedrock conductors defined from the 2007 VTEM survey. Downhole electromagnetic surveys have been completed, with nearly $7,000\mathrm{m}$ of survey work having been undertaken to date. BHEM surveys in the Cabaçal mine setting have identified conductive anomalies coincident with stringer zones intersected in recent MNO and historical drilling.

Drilling

The Company is in the process of diamond drilling a combination of twin holes, infill holes and extensional holes, to support the validation of the historical database of the project and to define the limits of mineralization at Cabaçal. The program to date has been executed by drilling contractor Willemita Sondagens Ltda using Maquesonda wireline diamond coring rigs. Holes are collared with HQ2 core through the saprolite to maximize recovery, with NQ2 tails. Triple-tube coring to date has not been necessary.

Drilling by the Company confirmed mineralization over a strike length of $\sim 1800\mathrm{m}$, centred on the historical workings of the Cabaçal mine, with extensions to the northwest and southeast. 81 holes have been completed for a total of $11,125\mathrm{m}$ as of the Effective Date.

A selection of intersections from the various mineralized zones is listed below. Drilling in the Cabaçal mine environment has confirmed the presence of wide zones of Cu-Au-Ag mineralization between the selective room and pillar workings, in line with expectations given that past mining was focussed selectively on high-grade gold trends, with a $3\mathrm{g / t}$ gold cut-off grade. Recent drilling has also defined high-grade gold mineralization extending along strike from the mine workings in previously sparsely drilled areas.

Southern Copper Zone

CD-003: $15.0\mathrm{m} @ 0.4\% \mathrm{Cu}$ from $75.0\mathrm{m}$;
$58.6\mathrm{m} @ 0.6\% \mathrm{Cu}, 0.9\mathrm{g/t} \mathrm{Au}, 1.7\mathrm{g/t} \mathrm{Ag} \& 0.2\% \mathrm{Zn}$ from $110.0\mathrm{m}$; including:
$17.2\mathrm{m} @ 1.5\% \mathrm{Cu}, 2.5\mathrm{g/t} \mathrm{Au}, 4.7\mathrm{g/t} \mathrm{Ag} \& 0.4\% \mathrm{Zn}$ from $151.4\mathrm{m}$;
CD-009: $8.0\mathrm{m} @ 0.2\% \mathrm{Cu}$ & $1.0\mathrm{g/t} \mathrm{Ag}$ from $62.0\mathrm{m}$;
$66.1\mathrm{m} @ 0.6\% \mathrm{Cu}, 0.8\mathrm{g/t} \mathrm{Au} \& 2.1\mathrm{g/t} \mathrm{Ag}$ from $86.0\mathrm{m}$; including:
$2.7\mathrm{m} @ 1.5\% \mathrm{Cu}, 14.0\mathrm{g/t} \mathrm{Au}, 7.0\mathrm{g/t} \mathrm{Ag} \& 0.1\% \mathrm{Zn}$ from $86.9\mathrm{m}$;
$12.8\mathrm{m} @ 1.7\% \mathrm{Cu}, 0.5\mathrm{g/t} \mathrm{Au}, 5.2\mathrm{g/t} \mathrm{Ag} \& 0.1\% \mathrm{Zn}$ from $139.7\mathrm{m}$; and
CD-029: $16.5\mathrm{m} @ 0.3\% \mathrm{Cu}, 0.2\mathrm{g/t} \mathrm{Au} \& 0.6\mathrm{g/t} \mathrm{Ag}$ from $42.0\mathrm{m}$;
$71.8\mathrm{m} @ 0.7\% \mathrm{Cu}, 0.3\mathrm{g/t} \mathrm{Au}, 3.1\mathrm{g/t} \mathrm{Ag} \& 0.2\% \mathrm{Zn}$ from $65.0\mathrm{m}$; including:
$6.9\mathrm{m} @ 2.0\% \mathrm{Cu}, 0.5\mathrm{g/t} \mathrm{Au}, 7.6\mathrm{g/t} \mathrm{Ag} \& 0.2\% \mathrm{Zn}$ from $91.7\mathrm{m}$.

Central Copper Zone

CD-022: $76.4\mathrm{m} @ 0.5\% \mathrm{Cu}, 0.3\mathrm{g/t} \mathrm{Au} \& 1.1\mathrm{g/t} \mathrm{Ag}$ from $11.0\mathrm{m}$; including:
$16.8\mathrm{m} @ 1.2\% \mathrm{Cu}, 0.6\mathrm{g/t} \mathrm{Au} \& 3.5\mathrm{g/t} \mathrm{Ag}$ from $65.8\mathrm{m}$;
CD-025: $35.4\mathrm{m} @ 1.1\% \mathrm{Cu}, 0.5\mathrm{g/t} \mathrm{Au}, 4.5\mathrm{g/t} \mathrm{Ag} \& 0.1\% \mathrm{Zn}$ from $106.0\mathrm{m}$; including:
$3.6\mathrm{m} @ 1.7\% \mathrm{Cu}, 1.3\mathrm{g/t} \mathrm{Au}, 5.5\mathrm{g/t} \mathrm{Ag} \& 0.1\% \mathrm{Zn}$ from $111.9\mathrm{m}$; and
$4.6\mathrm{m} @ 4.4\% \mathrm{Cu}, 1.7\mathrm{g/t} \mathrm{Au}, 18.2\mathrm{g/t} \mathrm{Ag} \& 0.5\% \mathrm{Zn}$ from $118.7\mathrm{m}$; and
CD-033: $19.0\mathrm{m} @ 0.2\% \mathrm{Cu} \& 0.6\mathrm{g/t} \mathrm{Ag}$ from $9.0\mathrm{m}$;
$53.6\mathrm{m} @ 0.4\% \mathrm{Cu}, 0.8\mathrm{g/t} \mathrm{Au} \& 2.1\mathrm{g/t} \mathrm{Ag}$ from $36.5\mathrm{m}$; including:
$16.1\mathrm{m} @ 0.9\% \mathrm{Cu}, 2.0\mathrm{g/t} \mathrm{Au}, 5.4\mathrm{g/t} \mathrm{Ag}, 0.1\% \mathrm{Zn}$ from $53.5\mathrm{m}$.

Eastern Copper Zone

CD-017: $46.0\mathrm{m} @ 0.8\% \mathrm{Cu}, 0.3\mathrm{g/t} \mathrm{Au} \& 3.4\mathrm{g/t} \mathrm{Ag}$ from $29.0\mathrm{m}$; including:
$9.6\mathrm{m} @ 2.6\% \mathrm{Cu}, 0.9\mathrm{g/t} \mathrm{Au}, 12.2\mathrm{g/t} \mathrm{Ag} \& 0.1\% \mathrm{Zn}$ from $56.0\mathrm{m}$;
CD-030: $56.0\mathrm{m} @ 0.4\% \mathrm{Cu}, 0.6\mathrm{g/t} \mathrm{Au} \& 1.8\mathrm{g/t} \mathrm{Ag}$ from $7.5\mathrm{m}$; including:

21.0m @ 0.9% Cu, 1.3g/t Au & 4.0g/t Ag from 41.5m; and

CD-045: 37.2m @ 0.4% Cu, 1.1g/t Au & 1.4g/t Ag from 1.4m; including:
3.0m @ 0.1% Cu, 12.7g/t Au & 2.4g/t Ag from 6.0m.

Cabaçal Northwest Extension

CD-049: 53.7m @ 0.3% Cu, 10.8g/t Au & 1.3g/t Ag from 39.0m; including:
8.0m @ 0.4% Cu, 71.3g/t Au, 5.1g/t Ag & 0.1% Zn from 44.6m from 83.0m; and
CD-054: 54.4m @ 0.4% Cu, 2.6g/t Au & 1.7g/t Ag from 44.6m; including:
16.5m @ 1.0% Cu, 7.2g/t Au & 4.2g/t Ag from 44.6m from 45.1m.

Sampling, Analysis and Data Verification

After geological logging and core photography, drill core is cut using a core saw with a diamond cutting blade. Minimum sample interval is 0.25m with the maximum generally 1m. Specific gravity measurements were taken on core samples using the weight in air / weight in water Archimedes method. Samples are collected in tough plastic bags and immediately tied with tamper-proof zip-ties. Quality control samples are added to the sample sequence at a frequency as listed below:

Field duplicates of quarter core pairs are submitted by the Company at a frequency of 1 in 20 samples;
Pulp blanks are submitted by the Company at a rate of 1 in 50 samples; and
Standards with certified reference values for gold, silver and base metals covering a range of grades are inserted by the Company at a rate of 1 in 20 samples.

Samples from the current drilling campaign are being processed at the ISO-accredited sample preparation and analytical facilities of SGS Geosol Laboratorios Ltda, Vespasiano, Minas Gerais, Brazil, using the following procedures:

Sample preparation: samples dried at 105° Celsius, crushed with 75% passing <3 mm, split to give a mass of 250-300g, pulverized with 95% passing 150#;
Gold analysis is by fire assay of a 50g charge with atomic absorption spectrometry ("AAS") finish;
Copper, zinc, and lead are analysed as part of a multi-element package through a 4-acid total digest and inductively coupled plasma optical emission spectrometry ("ICP-OES") finish; and
Silver analysis depending on grade range is variably analysed by a 4-acid total digest method with an ICP-OES or AAS finish, or Aqua Regia digest with AAS finish.

Checks of select analytical jobs are made through umpire analysis of pulps at ALS Laboratories, Lima, Peru.

In the QP's opinion the sampling and analytical methodology used for the current drill core sampling is considered standard industry practice and more than adequate for mineral exploration purposes. Sample security procedures are considered to be of standard industry practice and effective with sufficient QAQC measures to amplify any suspicious outcomes.

H&SC used publicly available geoscientific data from the CPRM available from the CPRM (GEOSGB online geological GIS data) and ANM (SIGMINE online mineral licence GIS data) in an appropriate industry standard GIS software package to successfully verify some of the diagrams created by Meridian.

A 3-day site visit to the Cabaçal project was completed by Marcelo Batelochi (MAusIMM CP Geo) of MB Geologia Ltda, (Belo Horizonte, Minas Gerais, Brazil) on between the 7th to 11th June 2021. The visit included:

An inspection of historical drill core stored at UFMT in Cuiaba, capital of Mato Grosso;
A review of scanned historical maps, reports, and ledgers from the RTZ archives;
An inspection of various exposures around the historical workings at the Cabaçal Mine;
A review of the current drill sites, and rig set up procedures;

A review of the current drill core for geological understanding;
A review of the Company’s logging and sampling procedures;
A review of the data compilation protocols for historical data and data flow for the current program;
Field checks of a selection of recent and historical drill collars; and
Checks of a selection of assay records in the Microsoft Access database against original laboratory reports and assay ledgers.

The field practices, management and storage system for the data reviewed during the site visit is in accordance with good practices.

Mineral Processing and Metallurgical Testing

Under BPM and subsequently RTZ, two mined products were generated at Cabaçal:
- Gold and silver (in doré bars); and
- Copper, gold, and silver concentrate.

The processing circuit consisted of:
- crushing, grinding and gravimetric concentration with the use of vibrating tables for gold recovery, and a foundry to produce gold- silver doré bars; and
- Flotation cells designed to produce a sulphide concentrate of copper, gold, and silver.

The beneficiation process was simple due to a clean ore, with low concentrations of arsenic and an absence of organic material. This made the mined material, at a 110 µm grind, amenable to flotation techniques, with the excellent autoflotation characteristics of the Cabaçal mine’s chalcopyrite allowing for a simple flotation schedule to make a good recovery of copper in the order of 82 to 95% to a clean concentrate. The subsequent (xanthate) scavenger circuit recovered gold/pyrite/pyrrhotite minerals with the Au (+Ag) separated by spirals and then shaker tables with Au-Ag doré bars smelted on site. There is a decommissioned waste dump on site, a dam to collect processing water, and support facilities.

Mineral Resource and Mineral Reserve Estimates

There are currently no stated Mineral Resource estimates (“MRE”) for the Cabaçal Project.

The Company commissioned a review by SRK of the drillhole database as provided by the Vendors during the due diligence period, which identified various points to address for any upcoming MRE.

There are no mineral reserves established for the project.

Mining Operations

There are no current mining operations on the project.

Processing and Recovery Operations

The are no current open pit or underground mining operations on the Property.

Infrastructure, Permitting and Compliance Activities

Infrastructure requirements will be assessed and appropriate permits sought for the project as resource and feasibility studies advance.

Capital and Operating Costs

Capital and Operating Costs of future mine development are yet to be determined.

Exploration, Development, and Production

Three drill rigs are currently deployed on the project and drill programs in the immediate term are focussed on the delineation of mineralization at Cabaçal and its immediate extensions. The Company has discovered high-grade Au mineralization in the Cabaçal Northwest Extension, in late-stage structures overprinting the Cu-Au-Ag VMS stratigraphy. This in particular shows that the broad 100x100m historical drilling was too wide to delineate high-grade

trends, and programs here are focussed on infill drilling of angled holes to couple both with the shallow dipping mineralized stratigraphy and steeper-dipping late-stage mineral-bearing structures.

Some further drilling remains to be undertaken in the immediate Cabaçal mine environment, where some of the original planned meterage was diverted to the Northwest Extension. This drilling includes verification (twin hole) drilling, and infill drilling - particularly in the more sparsely drilled Eastern Copper Zone, and the southern extensions of the mine environment, which were still under development when the decision was made to close the mine. The VMS stratigraphy dips under a shallow-dipping mafic sill in this southern area and the limit of this blind mineralization requires further delineation. Some drilling in the Cabaçal mine environment will be undertaken for metallurgical and geotechnical purposes.

The limits of mineralization in the overall Cabaçal system remain to be defined including close-out holes to position the database for resource definition. Environmental studies of Sete Soluções e Tecnologia Ambiental Ltda will progress through 2022.

Geophysical and geochemical reconnaissance is planned to develop targets over the broader belt. The Company is strategically focussing initially on the corridor between and immediately along strike from the Cabaçal and Santa Helena mines. Any new discoveries on the mine lease / mining lease application in the corridor offer permitting and operational synergies. The exploration crew will be deployed between geophysical programs (surface and bore-hole electromagnetic surveys, survey induced polarization and gravity surveys), and reconnaissance soil and rock chip sampling. Prospecting activities will be undertaken on targets emerging from the WorldView-3 satellite alteration mineral mapping study on the Cabaçal Belt.

Interpretation and Conclusions

The following interpretation and conclusions are made for the project:

The Cabaçal project lies within the highly deformed Paleoproterozoic Alto Jauru Greenstone Belt in the Jauru-Santa Domain Belt of the Amazon craton;
The geology of the Cabaçal deposit comprises an overturned metamorphosed volcano-sedimentary sequence with a sheared base. The mineralized VMS sequence is typically tens of meters thick and dips gently to the southwest;
The Cabaçal mineralization is characteristic of a typical bimodal mafic polymetallic VMS system with potential for multiple clusters of mineral zones with in a 4-6km² area. The broader area covered by the Rio Cabaçal exploration licences and licence applications offer considerable scope for more similar type of deposits as Cabaçal;
Economic mineralization comprises primarily of disseminations and stringers of chalcopyrite and disseminated gold in sulphide veins and intragrain sulphide fractures;
The Cabaçal Project has had significant mineralization defined by past activities, including mining, by BPM and RTZ, with strongly mineralized copper and gold mineral zones intersected by drilling to the northeast and southwest of the room and pillar underground workings;
The style and nature of the remaining mineralization of the Cabaçal Mine and the significant brownfields mineral intersections open up the possibility of an open pit mine operation with possible subsequent underground extraction of deeper parts of the deposit;
There is good scope to capitalize on significant advances in geochemical and geophysical methods for exploration for VMS systems which have improved significantly since the 1980's when the deposit was first discovered;
A program of data compilation, verification drilling and extensional drilling has commenced and is ongoing. Initial results of the hole twinning confirm the validity of the historical drilling and show no evidence of systematic bias between the different sets of assay results;
Significant historical metadata has been captured through the digitization of historical records; and
Drilling completed as of November 12, 2021, effective date of the Amended and Restated Technical Report, by Meridian has amounted to 81 diamond drill holes.

Recommendations

It is recommended that the current programme of works is continued. This includes:

Historical data assembly and validation for both the Cabaçal deposit and surrounding areas;
- Twin hole drilling to validate the historical drilling results including copper and gold assays;
- Exploration drilling to expand the size and extent of brownfield mineralization for Cabaçal and to assess peripheral targets to the Cabaçal deposit; This is to include:

$\mathrm{O}$ Resource definition drilling targeting strike projections to the mine environment to the northwest and southeast, involving angled holes to couple with both shallow and steep dipping structures;
$\mathrm{O}$ Resource definition drilling within the mine environment, covering areas where data coverage is more spaced;

Preparation of the data for a Mineral Resource estimate; This is to include:

Maximising searches and resurveys of buried collar locations in the field;
o Conducting down-hole deviation surveys on a selection of historical holes; and
o Validating the void model from historical data with confirmed drilled void positions.

In addition, it is recommended that:

Drillholes are completed for the gathering of geotechnical information and to provide material for various rock property testwork (estimated 10 holes for $1,000\mathrm{m}$ );
Drillholes are completed to provide material for metallurgical testwork (Geometallurgy; estimated 9 holes for $1,100\mathrm{m}$ );
Environmental studies are commenced to position the project for future development, being a long-lead time strategic requirement; and
Regional exploration is undertaken over the $30\mathrm{km}$ of strike of the prospective belt that is held by the Company under licence. The aim is to identify possible VMS systems for drilling follow up. Exploration strategies to be employed include surface geochemical sampling, ground based geophysics using the Company's in-house geophysical and geochemical teams (e.g., IP and EM surveys) and remote sensing studies.

The Company initially scoped a $10,000\mathrm{m}$ drilling program for verification, infill, extensional and exploration drilling. Following the identification of high-grade mineralization southeast and northwest of Cabaçal, the Company has undertaken to extend the drilling program. As of the date of the report, the Company has concluded $12,000\mathrm{m}$ of drilling. A further $13,000\mathrm{m}$ of resource definition and exploration drilling, is recommended to adequately define the extensions for Indicated and Inferred Resources, with a budget of USD 4,404,000 as summarised in Table 1-1.

Table 1-1: Exploration budget for the Cabaçal Project

ACTIVITY	CAD UNIT COST	USD UNIT COST	UNITS	TOTAL (CAD,000)	TOTAL (USD,000)
Geologists, field workers				1,329	1,054
Contractors				134	106
Travel and freight				82	65
Accommodation and Meals				179	142
Drilling	100/m	78/m	13,000	1,300	1,031
Assay	30 / sample	23 / sample	13,000	390	309
Vehicles and Equipment				739	586
Parts and Consumables				352	280

Fuel	105	83
Field Office & Utilities	46	37
Repairs and Maintenance	25	20
Licence Fees	8	7
Engineering Studies	300	238
Environmental and Social	458	363
Metallurgical Studies	105	83
TOTAL	5,552	4,404

The relevant Qualified Persons have reviewed the exploration program and budget proposed by Meridian for the Property and consider them to be technically appropriate and feasible.

RISK FACTORS

The operations of the Company are speculative due to the high-risk nature of its business, which is the exploration and development of mineral properties. Risk factors relating to the Company could materially affect the Company's future results and could cause them to differ materially from those described in forward-looking information relating to the Company. Investors and prospective investors should give careful consideration to all of the information contained in this AIF, including the risk factors set forth below.

It should be noted that this list is not exhaustive and that other risk factors may apply, including risks described elsewhere herein, risks not currently known to the Company and risks that the Company currently deems immaterial. Any one or more of these risk factors could have a material adverse effect on the Company's business, results of operations, financial condition and/or the value of its securities.

Risks Relating to the Business of Meridian

Meridian's operations involve exploration and development and there is no guarantee that any such activity will result in commercial production of mineral deposits.

The proposed programs on the exploration properties in which Meridian holds an interest are exploratory in nature and such properties do not host known bodies of commercial ore. Development of these mineral properties is contingent upon, among other things, obtaining satisfactory exploration results. Mineral exploration and development involve substantial expenses related to locating and establishing mineral reserves, developing metallurgical processes, and constructing mining and processing facilities at a particular site. It also involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to adequately mitigate. Few properties that are explored are ultimately developed into producing mines, and there is no assurance that commercial quantities of ore will be discovered on any of Meridian's exploration properties. There is also no assurance that, even if commercial quantities of ore are discovered, a mineral property will be brought into commercial production, or if brought into production, that it will be profitable. The discovery of mineral deposits is dependent upon a number of factors including the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit is also dependent upon, among a number of other factors, its size, grade, proximity to infrastructure, current metal prices, and government regulations, including regulations relating to required permits, royalties, allowable production, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but any one of these factors, or the combination of any of these factors, may prevent Meridian from receiving an adequate return on invested capital. In addition, depending on the type of mining operation involved, several years can elapse from the initial phase of drilling until commercial operations are commenced. Some ore reserves may become unprofitable to develop if there are unfavourable long-term market price fluctuations in precious and base metals, or if there are significant increases in operating or capital costs. Most of the above factors are beyond Meridian's control, and it is difficult to ensure that the exploration or development programs proposed by Meridian will result in a profitable commercial mining operation.

Exploration, development, and mining activities can be hazardous and involve a high degree of risk.

The Company's operations are subject to all the hazards and risks normally encountered in the exploration, development and mining industry, including, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, pit-wall failures, cave-ins, flooding and other conditions involved in the drilling and removal of

material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and legal liability. Milling operations, if any, are subject to various hazards, including, without limitation, equipment failure and failure of retaining dams around tailings disposal areas, which may result in environmental pollution and legal liability.

Fluctuations in currency exchange rates may adversely affect Meridian’s financial position and results of operations.

Fluctuations in currency exchange rates, particularly costs denominated in currencies other than US dollars, may significantly impact Meridian’s financial position and results of operations. Meridian periodically transfers funds held in Canada to its Brazilian subsidiaries and has raised funds in Canadian dollars. As a result, the Company can be exposed to significant fluctuations in the exchange rate between the Brazilian Real, the Canadian dollar, and the US dollar.

Meridian may be adversely affected by fluctuations in mineral prices.

The value and price of the Company’s common shares, the Company’s financial results, and exploration, development, and mining activities of the Company, if any, may be significantly adversely affected by declines in mineral prices. Mineral prices fluctuate widely and are affected by numerous factors beyond the Company’s control such as interest rates, exchange rates, inflation or deflation, global and regional supply and demand, and the political and economic conditions of mineral producing countries throughout the world.

Competition for new mining properties may prevent Meridian from acquiring interests in additional properties or mining operations.

The mining industry is intensely competitive. Significant and increasing competition exists for precious and base metal acquisition opportunities throughout the world. Some of the competitors are large, more established mining companies with substantial capabilities and greater financial resources, operational experience, and technical capabilities than Meridian. As a result of this competition, Meridian may be unable to acquire rights to additional attractive mining properties on terms it considers acceptable. Increased competition could adversely affect Meridian’s ability to attract necessary capital funding or acquire an interest in additional operations that would yield mineral reserves or result in commercial mining operations.

Meridian relies on its management and key personnel, and there is no assurance that such persons will remain at Meridian, or that it will be able to recruit skilled individuals.

The Company’s success depends in part on its ability to recruit and retain qualified personnel. Due to its relatively small size, the loss of the services of one or more of such key management personnel could have a material adverse effect on the Company. In addition, despite its efforts to recruit and retain qualified personnel, even when those efforts are successful, people are fallible and human error could result in a significant uninsured loss to the Company.

Increases in energy costs or the interruption of Meridian’s energy supply may adversely affect Meridian’s results of operations.

Meridian’s operations are energy intensive and rely upon third parties for the supply of the energy resources consumed in its operations. The prices for and availability of energy resources may be subject to change or curtailment, respectively, due to, among other things, new laws or regulations, imposition of new taxes or tariffs, interruptions in production by suppliers, worldwide price levels and market conditions. Disruptions in supply or increases in costs of energy resources could have a material adverse impact on Meridian’s financial condition and the results of operations.

There can be no assurance that the interests held by Meridian in its properties are free from defects.

Meridian’s properties may be subject to prior recorded and unrecorded agreements, transfers or claims, and title may be affected by, among other things, undetected defects. Title insurance is generally not available for mineral properties, and Meridian’s ability to ensure that it has obtained a secure claim to individual mining properties or mining concessions may be severely constrained. Meridian has not conducted surveys of all of the claims in which it holds direct or indirect interests. A successful challenge to the precise area and location of these claims could result in Meridian being unable to operate on its properties as permitted or being unable to enforce its rights with respect to its properties. No assurance can be given that Meridian’s rights will not be revoked or significantly altered to its detriment. There can also be no assurance that its rights will not be challenged or impugned by third parties.

Risks Inherent in Acquisitions.

The Company may actively pursue the acquisition of exploration, development, and production assets consistent with its acquisition and growth strategy. From time to time, the Company may also acquire securities of or other interests

in companies with respect to which it may enter into acquisitions or other transactions. Acquisition transactions involve inherent risks, including but not limited to: accurately assessing the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates; ability to achieve identified and anticipated operating and financial synergies; unanticipated costs; diversion of management attention from existing business; potential loss of the Company's key employees or key employees of any business acquired; unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition; and decline in the value of acquired properties, companies or securities. Additionally, the legal form of these acquisitions may result in the Company becoming liable for the historical operations of the acquisition.

To acquire properties and companies, the Company may be required to use available cash, incur debt, issue additional Common Shares or other securities, or a combination of any one or more of these. This could affect the Company's future flexibility and ability to raise capital, to explore, develop and operate its properties and could dilute existing shareholders and decrease the trading price of the common shares. There is no assurance that when evaluating a possible acquisition, the Company will correctly identify and manage the risks and costs inherent in the business to be acquired. There may be no right for the Company shareholders to evaluate the merits or risks of any future acquisition undertaken by the Company, except as required by applicable laws and regulations.

Operations in Brazil and Regulatory Requirements.

The Company's principal properties are located in Brazil and mineral exploration and mining activities may be affected in varying degrees by changes in political, social, and financial stability, inflation and changes in government regulations relating to the mining industry. Any changes in regulations or shifts in political, social or financial conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, environmental legislation, and mine safety. Brazil's status as a developing country may make it more difficult for the Company to obtain any financing required for the exploration and development of its properties due to real or perceived increased investment risk. Since January 1996, there are no restrictions on the repatriation from Brazil on the earnings of foreign entities, provided that the foreign investments are duly registered before the Central Bank of Brazil. Capital investments registered with the Central Bank in Brazil may similarly be repatriated. The only restrictions to repatriation on the earnings/dividends of foreign entities deriving from Brazilian invested companies are in the cases of subscribed capital not fully paid in by the foreign investor, or in case the Brazilian invested company has accumulated losses registered in its balance sheet. In any case, there can be no assurance that restrictions on repatriation of earnings and capital investments from Brazil will not be imposed in the future.

The ability of Meridian to pay dividend will be dependent on the financial condition of Meridian.

Meridian has paid no dividends on its common shares since incorporation and does not anticipate doing so in the foreseeable future. The declaration, timing, amount, and payment of dividends are at the discretion of the Board and will depend upon, among other things, Meridian's future earnings, cash flows, acquisition capital requirements and financial condition, and other relevant factors. There can be no assurance that Meridian will be in a position to declare any future dividends due to the occurrence of one or more of the risks described herein.

Meridian is subject to significant governmental regulations.

The Company's mineral activities, including exploration, development and mining activities are subject to various laws governing exploration, development, production, taxes, labour standards and occupational health, mine safety, environmental protection, toxic substances, land use, water use and other matters. Failure to comply with applicable laws and regulations may result in civil, administrative, environmental, or criminal fines, penalties, or enforcement actions, including orders issued by regulatory authorities curtailing the Company's operations or requiring corrective measures, any of which could result in the Company incurring substantial expenditures. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration, development, or mining operations.

Risks associated with the Agreements with the Cooperatives.

The Company's interests in its principal properties in Brazil will be subject to the risks normally associated with the conduct of jointly owned operations. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on the Company's financial position or the viability of its interests in the Bom Futuro Joint Venture, which could have a material adverse impact on the Company's business prospects, results of operations and financial condition: (i) disagreements with the Cooperatives or other partners on how to conduct

exploration, development or mining activities; (ii) inability of the Company or its partner to meet their obligations to the joint venture or third parties; and (iii) disputes or litigation regarding budgets, development activities, reporting requirements and other matters.

Permits, licenses and approvals.

In countries where Meridian carries out exploration activities, the mineral rights, or certain portions of them are owned by the relevant governments. These governments have entered into contracts with Meridian or granted permits or concessions that allow it to carry out operations or development and exploration activities there, but government policy could change. Any change that affects Meridian’s rights to conduct these activities could have a material and adverse effect on the Company.

In addition, mineral exploration and mining activities can only be conducted by entities that have obtained or renewed exploration or mining permits and licenses in accordance with the relevant mining laws and regulations. The duration and success of each permitting effort are contingent upon many factors we do not control. In the case of foreign operations, government approvals, licenses and permits are, as a practical matter, subject to the discretion of the applicable governments or governmental officials. There may be delays in the review process. There is no guarantee that we will be granted the necessary permits and licenses, that they will be renewed, or that we will be in a position to comply with all conditions that are imposed.

All mining projects require a wide range of permits, licenses and government approvals and consents. It is not certain that Meridian will be granted these at all, or in a timely manner. If it does not receive them for its mineral projects or are unable to maintain them, it could have a material and adverse effect on the Company.

Meridian is subject to substantial environmental laws and regulations that may increase its costs and restrict its operations.

All phases of Meridian’s operations are subject to environmental regulations in the jurisdictions in which it operates. These laws address emissions into the air, discharges into water, management of waste and hazardous substances, protection of natural resources and reclamation of lands disturbed by mining operations. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors, and employees. Compliance with environmental laws and regulations may require significant capital outlays and may cause material changes or delays in, or the cancellation of, Meridian’s intended activities. There can be no assurance that future changes in environmental regulation, if any, will not be materially adverse to Meridian’s operations. Specifically, new laws and regulations, amendments to existing laws and regulations, or more stringent enforcement of existing laws and regulations could have a materially adverse impact on the Company, increase costs, cause a reduction in levels of production and/or delay or prevent the development of new mining properties.

The properties in which Meridian holds interests may contain environmental hazards, which are presently unknown to it, and which have been caused by previous or existing owners or operators of the properties. If Meridian’s properties do contain such hazards, this could lead to Meridian being unable to use the properties or may cause Meridian to incur costs to remediate such hazards. In addition, Meridian could become subject to litigation should such hazards result in injury to any persons.

Land reclamation requirements for Meridian’s mining and exploration properties may be burdensome.

Land reclamation requirements are generally imposed on companies engaged in mining operations and mineral exploration activities in order to minimize long-term effects of land disturbance. Reclamation may include requirements to control dispersion of potentially deleterious effluents and reasonably re-establish pre-disturbance landforms and vegetation. In order to carry out reclamation obligations imposed on Meridian in connection with its mining and exploration activities, Meridian must allocate financial resources that might otherwise be spent on further exploration and development programs. If Meridian is required to carry out unanticipated reclamation work, its financial position could be adversely affected.

Meridian will require additional capital to accomplish its exploration and development plans or to cover its expenses and maintain adequate working capital, and there can be no assurance that financing will be available on terms acceptable to Meridian, or at all.

Depending on precious and base metal prices and Meridian’s ability to achieve its plans and generate sufficient operating cash flow from future operations, the Company may require substantial additional financing to accomplish

its exploration and development plans, maintain adequate working capital, or fund any non-operating expenses that may arise or become due such as interest, tax (in the UK Canada or Brazil) or other expenses. Failure to obtain sufficient financing, or financing on terms acceptable to Meridian, may result in a delay or indefinite postponement of exploration, development, or production on any or all of Meridian properties or even a loss of an interest in a property, or an inability to pay any of Meridian’s non-operating expenses which could also lead to late fees or penalties, depending on the nature of the expense. Additional financing may not be available when needed. If funding is available, the terms of such financing might not be favourable to Meridian and might involve substantial dilution to existing shareholders. If financing involves the issuance of debt, the terms of the agreement governing such debt could impose restrictions on Meridian’s operation of its business. Failure to raise capital when needed could have a materially adverse effect on Meridian’s business, financial condition, and results of operations.

Meridian is exposed to risks of labour disruptions and changing labour and employment regulations.

Relations between Meridian and its employees may be affected by changes in the scheme of labour relations that may be introduced by the relevant governmental authorities in whose jurisdictions Meridian carries on business. Labour disruptions or any changes in labour or employment legislation or in the relationship between Meridian and its employees may have a material adverse effect on Meridian’s business, results of operations and financial condition. Labour litigation in Brazil is an ongoing and common exposure for all companies working in Brazil, especially in the mining sector. Meridian has a number of labour claims, and the settlement of such claims may result in significant cash outflow in future.

Meridian is exposed to information security breaches and cyber attacks.

Although the Company has not experienced any material losses to date relating to cyber attacks or other information security breaches, there can be no assurance that the Company will not incur such losses in the future. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats.

As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access is a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Substantially all of Meridian’s assets are held by foreign subsidiaries that are subject to the laws of the Federal Republic of Brazil.

Meridian conducts operations through its wholly owned foreign subsidiaries Meridian Mineração Jaburi S.A., Rio Cabaçal Internacional Ltda., and Rio Cabaçal Mineração Ltda., substantially all of Meridian’s assets are held through these entities. Accordingly, any governmental limitation on the transfer of cash or other assets between Meridian and its subsidiaries could restrict Meridian’s ability to fund its operations efficiently. Any such limitations or the perception that such limitations may exist now or in the future could have an adverse impact on Meridian’s prospects, financial condition, and results of operations.

Meridian may be subject to litigation.

All industries, including the mining industry, are subject to legal claims, with and without merit. The Company may become involved in legal disputes in the future. Defense and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, there can be no assurance that the resolution of any particular legal proceeding will not have a materially adverse effect on the Company’s financial position or results of operations.

Generally, the labour claims are due to disputed overtime, danger pay, wage parity, etc. Brazilian labour law is a complex system of statutes and regulations, which in general, has a favourable approach to employees of the Company. As such, corporate labour compliance is a key success factor in Brazilian-based operations to minimize the impact of labour claims.

Meridian’s officers and directors may have potential conflicts of interest.

Meridian’s directors and officers may serve as directors and/or officers of other public and private companies and devote a portion of their time to manage other business interests. This may result in certain conflicts of interest. To the extent that such other companies may participate in ventures in which the Company is also participating, such directors and officers may have a conflict of interest in negotiating and reaching an agreement with respect to the extent of each company’s participation. However, applicable law requires the directors and officers to act honestly, in good faith, and in the best interests of the Company and its shareholders and in the case of directors, to refrain from participating in the relevant decision in certain circumstances

Climate Change.

Climate change may have an adverse effect on Meridian’s operations, infrastructure and availability of mineral resources. Climate change may, among other things cause or result in changes in rainfall levels, higher temperatures, reduced water availability, increase sea levels, increase extreme weather events and resource shortages. Extreme weather events such as flooding or inadequate water supplies could disrupt operations, create resource shortages, damage property and equipment and increase health and safety risks on site. Such events or conditions could have other adverse effects on Meridian’s workforce and the communities around Meridian’s projects, such as an increased risk of food insecurity, water scarcity and prevalence of disease. Climate change may also result in shortages in certain consumables and other products required to sustain Meridian’s operations.

Meridian may be subject to impacts on its operation.

Meridian’s material properties and surrounding infrastructure may be subject to unpredictable weather conditions such as heavy rains, strong winds, and flash flooding which may cause activities to be slowed or delayed as roads may be temporarily flooded or if the maintenance or provision of such infrastructure is impacted by other events. Any delays could adversely affect Meridian’s operations, financial condition, and results of operations. Meridian has undertaken to mitigate the potential effects of the wet season by discussing alternative routes with the neighbouring communities.

Infrastructure.

Exploration, development and ultimately mining and processing activities depend, to one degree or another, on the availability of adequate infrastructure. Reliable air service, roads, bridges, railways, power sources and water supply are significant contributors in the determination of capital and operating costs. Inadequate infrastructure could significantly delay or prevent the Company exploring and developing its projects and could result in higher costs.

Global financial conditions may negatively impact its operations and share pricing.

Current global financial conditions have been characterized by increased volatility, particularly the markets for commodities, including precious and base metals. Access to public financing has been negatively impacted by several factors including efforts by financial institutions to de-lever their balance sheets in the face of current economic

conditions. These factors may impact the ability of Meridian to obtain equity or debt financing in the future on terms favourable to Meridian. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. If Meridian had to delay development of any project, there is no assurance that it would be able to restart development without undue delay, if at all. If such increased levels of volatility and market turmoil continue, Meridian’s operations could be adversely impacted, and the trading price of its common shares may be adversely affected.

The trading price for Meridian’s common shares is volatile and has been, and may continue to be, greatly affected by the ongoing market volatility.

Securities of mineral exploration and early-stage base metal production companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. Meridian’s common share price is also likely to be significantly affected by short-term changes in precious and base metal prices or in its financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to Meridian’s performance that may have an effect on the price of its common shares include the following: the extent of analytical coverage available to investors concerning Meridian’s business may be limited if investment banks with research capabilities do not continue to follow Meridian’s securities; the lessening in trading volume and general market interest in Meridian’s securities may affect an investor’s ability to trade significant numbers of Meridian’s common shares; and the size of Meridian’s public float may limit the ability of some institutions to invest in Meridian’s securities. As a result of any of these factors, the market price of Meridian’s common shares at any given point in time may not accurately reflect Meridian’s long-term value.

Meridian’s mineral properties in Brazil operate in an advanced emerging market and are subject to political, economic, social, and geographic risks of doing business in Brazil.

The Company’s mining and development properties in Brazil expose the Company to the socioeconomic conditions in Brazil, as well as to the laws governing the mining industry in the country. Inherent risks with conducting foreign operations include, but are not limited to: high rates of inflation, changes in monetary and exchange policies, changes in interest rates, decreased liquidity in the domestic capital and lending markets, energy shortages, military repression, war or civil war, social and labour unrest, organized crime, hostage taking, terrorism, violent crime, extreme fluctuations in currency exchange rates, expropriation and nationalization, renegotiation or nullification of existing concessions, licences, permits and contracts, illegal mining, changes in taxation policies, restrictions on foreign exchange and repatriation and changing political norms, currency controls and governmental regulations that favour or require the Company to award contracts in, employ citizens of, or purchase supplies from, a particular jurisdiction.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests. In addition, changes in government laws and regulations, including taxation, royalties, the repatriation of profits, restrictions on production, export controls, changes in taxation policies, environmental and ecological compliance, expropriation of property and shifts in the political stability of the country, could adversely affect the Company’s exploration, development, and production initiatives in Brazil.

The Brazilian government frequently intervenes in the Brazilian economy and occasionally makes significant changes in policies and regulations. Changes, if any, in mining or investment policies or shifts in political attitude in Brazil or any of the jurisdictions in which the Company operates may adversely affect the Company’s operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, importation of parts and supplies, income and other taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety.

Uncertainty over whether the Brazilian government will implement changes in policy or regulation may contribute to economic uncertainty in Brazil. Historically, Brazilian politics have affected the performance of the Brazilian economy. Past political crises have affected the confidence of investors and the public, generally resulting in an economic slowdown.

Global economic crises could negatively affect investor confidence in emerging markets or the economies of the principal countries in Latin America, including Brazil. Such events could materially and adversely affect the Company’s business, financial condition, and results of operations.

The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the Company's business, results of operations and financial position.

Inflation in Brazil, along with Brazilian governmental measures to combat inflation, may have a significant negative effect on the Brazilian economy and, as a result, on the Company's financial condition and results of operations.

In the past, high levels of inflation have adversely affected the economies and financial markets of Brazil, and the ability of its government to create conditions that stimulate or maintain economic growth. Moreover, governmental measures to curb inflation and speculation about possible future governmental measures have contributed to the negative economic impact of inflation in Brazil and have created general economic uncertainty. As part of these measures, the Brazilian government has at times maintained a restrictive monetary policy and high interest rates that have limited the availability of credit and economic growth. Brazil may experience high levels of inflation in the future. Inflationary pressures may weaken investor confidence in Brazil and lead to further government intervention in the economy, including interest rate increases, restrictions on tariff adjustments to offset inflation, intervention in foreign exchange markets and actions to adjust or fix currency values, which may trigger or exacerbate increases in inflation, and consequently have an adverse impact on the Company. In an inflationary environment, the value of uncollected accounts receivable, as well as of unpaid accounts payable, declines rapidly. If Brazil experiences high levels of inflation in the future and price controls are imposed, the Company may not be able to adjust the rates the Company charges the Company's customers to fully offset the impact of inflation on the Company's cost structures, which could adversely affect the Company's results of operations or financial condition.

Corruption and fraud in Brazil relating to ownership of real estate.

Under Brazilian law, real property ownership is normally transferred by means of a transfer deed, and subsequently registered at the appropriate real estate registry office under the corresponding real property record. There are uncertainties, corruption and fraud relating to title ownership of real estate in Brazil, mostly in rural areas. In certain cases, a real estate registry office may register deeds with errors, including duplicate and/or fraudulent entries, and, therefore, deed challenges frequently occur, leading to judicial actions. Property disputes over title ownership are frequent in Brazil, and, as a result, there is a risk that errors, fraud, or challenges could adversely affect the Company's ability to operate, although ownership of mining rights are separate from ownership of land.

Repatriation of Earnings.

There is no assurance that any countries in which the Company carries on business, or may carry on business in the future, will not impose restrictions on the repatriation of earnings to foreign entities.

Termination of mining concessions.

The Company's mining concessions may be terminated in certain circumstances. Under the laws of Brazil, mineral resources belong to the federal government and governmental concessions are required to explore for, and exploit, mineral reserves. The Company will hold mining, exploration, and other related concessions in each of the jurisdictions where the Company operates and where it will carry on development projects and prospects. The concessions the Company will hold in respect of its operations, development projects and prospects may be terminated under certain circumstances. Termination of any one or more of the Company's mining, exploration or other concessions could have a material adverse effect on the Company's financial condition or results of operations.

Compliance with anti-corruption laws.

The Company's operations are governed by, and involve interaction with, many levels of government in Brazil. The Company is subject to various anti-corruption laws and regulations, such as the Canadian Corruption of Foreign Public Officials Act, which prohibits a company and its employees or intermediaries from bribing or making improper payments to foreign officials or other persons to obtain or retain business or gain some other business advantage. In addition, the Extractive Sector Transparency Measures Act recently introduced by the Canadian government contributes to global efforts to increase transparency and deter corruption in the extractive sector by requiring extractive entities active in Canada to publicly disclose, on an annual basis, specific payments made to all governments in Canada and abroad. According to Transparency International, Brazil is perceived as having fairly high levels of corruption relative to Canada. The Company cannot predict the nature, scope, or effect of future regulatory requirements to which the Company's operations might be subject or the manner in which existing laws might be administered or interpreted.

In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such anti-corruption and anti-bribery laws, resulting in greater scrutiny and punishment of companies found in

violation of such laws. Failure to comply with the applicable anti-corruption laws and regulations could expose the Company and its senior management to civil or criminal penalties or other sanctions, which could materially and adversely affect the Company's business, financial condition, and results of operations. Likewise, any investigation of any alleged violations of the applicable anti-corruption legislation by Canadian or foreign authorities could also have an adverse impact on the Company's business, reputation, financial condition, and results of operations. Although the Company has adopted policies to mitigate such risks, such measures may not be effective in ensuring that the Company, its employees, or third-party agents will comply with such laws.

Reliance on local advisors and consultants in foreign jurisdictions.

The Company holds mining and exploration properties in Brazil. The legal and regulatory requirements in Brazil with respect to conducting mineral exploration and mining activities, banking system and controls, as well as local business culture and practices are different from those in Canada and the United Kingdom. The officers and directors of the Company must rely, to a great extent, on the Company's local legal counsel and local consultants retained by the Company in order to keep abreast of material legal, regulatory, and governmental developments as they pertain to and affect the Company's business operations, and to assist the Company with its governmental relations. The Company must rely, to some extent, on those members of management and the Board who have previous experience working and conducting business in these countries in order to enhance its understanding of and appreciation for the local business culture and practices. The Company also relies on the advice of local experts and professionals in connection with current and new regulations that develop in respect of banking, financing, labour, litigation, and tax matters in these countries. Any developments or changes in such legal, regulatory, or governmental requirements or in local business practices are beyond the control of the Company. The impact of any such changes may adversely affect the business of the Company.

Internal controls provide no absolute assurances as to reliability of financial reporting and financial statement preparation, and ongoing evaluation may identify areas in need of improvement.

The Company's Audit Committee actively oversees the monitoring of any identified deficiencies and weaknesses in internal controls, as well as the risks they create for the Company. The Audit Committee, and more generally the Board, oversee the timely remediation of any weaknesses and, in the interim, the mitigation of the related risks. In consultation with the Board, the Audit Committee monitors and evaluates, among other things, the following on an ongoing basis: (i) the effectiveness of internal controls; (ii) the materiality of, and potential risks that may arise from, any deficiencies or weaknesses in internal controls; (iii) how any such deficiencies and weaknesses can be remediated; (iv) management's plan and timeframe for any such remediation; (v) the status of any ongoing remediation plans of the Company; and (vi) whether any interim measures should be adopted prior to the completion of any remediation.

Internal control over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, safeguards with respect to the reliability of financial reporting and financial statement preparation.

The Company currently believes that no material weakness exists in regard to its internal controls for financial reporting that result in a reasonable possibility that a material misstatement of the Company's financial statements will not be prevented or detected on a timely basis. However, if the Company fails to maintain the adequacy of its internal control over financial reporting, as either the Company's or the applicable regulatory standards are modified, supplemented, or amended from time to time, then the Company may not be able to ensure that it can conclude on an ongoing basis that it has effective internal controls over financial reporting. If in the future the Company is required to disclose a material weakness in its internal controls over financial reporting, then this could result in the loss of investor confidence in the reliability of the Company's financial statements, which in turn could harm the Company's business and negatively impact the trading price of its common shares. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company's operating results, or cause it to fail to meet its reporting obligations.

Meridian may be subject to community relations and social licence to operate issues, or involvement from NGOs.

Meridian operates in a rural environment with distal communities surrounded by lands used for agriculture, residence, and other industry. Meridian has no significant community relations issues at present. Meridian has maintained good community relations with the neighbouring communities and city councils to date. Relations between Meridian and its local communities may be affected by elections changing the relevant governmental authorities in whose jurisdictions Meridian carries on business, by local community dissatisfaction with our operations, or by involvement of a NGO opposed to mining. Community disruptions, changes in the relationship between Meridian and the

communities wherein it operates, or new involvement by NGOs opposed to mining, may have a material adverse effect on Meridian’s business, which could result in changes in operational and financial conditions. Social licence to operate in Brazil is an ongoing exposure for all companies working in Brazil, especially in the mining sector.

Meridian may be negatively affected by an outbreak of infectious disease or pandemic such as COVID-19.

An outbreak of infectious disease, pandemic, or a similar public health threat, such as the COVID-19 outbreak, and the response thereto, could adversely impact the Company, both operationally and financially. The current outbreak of novel Coronavirus (COVID-19) and any future emergence and spread of similar pathogens may have the potential to cause severe impact on global economy and market dislocation, which may adversely impact the Company’s operations, its suppliers, contractors and service providers’ operations, the ability to obtain financing and maintain necessary liquidity, and the ability to explore the Company’s properties. The outbreak and all the measures being taken in response to COVID-19 have generated an unprecedented level of uncertainty globally causing significant volatility in commodity prices. Governments worldwide, including the Canadian, Brazilian, UK, Australian and European governments, enacted extraordinary acts and measures to limit spread of the virus which included restrictions such as quarantines, business closures and travel restrictions. While these effects are expected to be temporary, the situation is dynamic, and all business disruptions and related financial impacts cannot be reasonably estimated at this time.

The Company cannot estimate what will be the extent of this outbreak and the potential financial and material impact on the Company since travel restrictions and other government measures may also adversely impact the Company’s exploration, the ability of the Company to advance its projects and to obtain financing and maintain necessary liquidity.

Risks Relating to the Mining Industry

Mining exploration is inherently risky and subject to conditions and events beyond Meridian’s control.

The exploration for and development of mineral deposits involves significant financial risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an orebody may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Mining involves various types of risks and hazards, including environmental hazards; unusual or unexpected geological operating conditions, such as rock bursts, structural cave-ins, or slides; flooding, earthquakes, and fires; labour disruptions; industrial accidents; unexpected mining dilution; metallurgical and other processing problems; and/or metal losses and periodic interruptions due to inclement or hazardous weather conditions.

These risks could result in damage to, or destruction of, mineral properties, production facilities or other properties, personal injury or death, environmental damage, delays in mining, increased production costs, monetary losses, and possible legal liability. Major expenditures may be required to establish ore reserves, to develop metallurgical processes and to construct mining and processing facilities at a site. As a result, the Company cannot provide assurance that its exploration or development efforts will result in mining operations.

Meridian does not and likely will not insure against all risks.

The Company’s insurance will not cover all the potential risks associated with a mining company’s operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental damages, pollution, or other hazards as a result of the exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to environmental liability or other hazards which may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause Meridian to incur significant costs that could have a material adverse effect upon its financial condition and results of operations.

Calculation of mineral reserves and mineral resources and metal recovery is only an estimate, and there can be no assurance about the quantity and grade of minerals until mineral resources are actually mined.

The calculation of mineral reserves, mineral resources and corresponding grades being mined or dedicated to future production are imprecise and depend on geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, which might prove to be unpredictable. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Until mineral reserves or mineral resources are actually mined and processed, the quantity of mineral reserves or mineral resources and grades must be considered as estimates only. Any

material changes in mineral reserves, mineral resources, grade or stripping ratio at Meridian’s properties may affect the economic viability of Meridian’s properties. In addition, there can be no assurance that metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Mineral resource and mineral reserve estimates

There are numerous uncertainties inherent in estimating mineral resources and mineral reserves, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any mineral reserve estimate is a function of the quality of available data and of the assumptions made and judgements used in engineering and geological interpretation. Differences between management’s assumptions, including economic assumptions such as metal prices and market conditions, could have a material effect on the Company’s future financial position and results of operations.

Metal prices are volatile and there can be no assurance that profitable markets will exist

Metal prices are volatile and subject to changes resulting from a variety of factors including international economic and political trends, expectations of inflation, global and regional supply and demand and consumption patterns, stock levels maintained by producers and others, currency exchange fluctuations, inflation rates, interest rates, hedging activities and increased production due to improved mining and production methods. While the commodity prices of copper and gold have recently been strong, there can be no assurance that prices will remain at such levels or be such that Meridian’s properties can be mined at a profit.

DIVIDEND POLICY

We currently intend to retain any future earnings to fund the development and growth of our business and do not currently anticipate paying dividends on our common shares. Any determination to pay dividends in the future will be at the discretion of our Board and will depend on many factors, including, among others, our financial condition, current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that our Board may deem relevant.

DESCRIPTION OF SHARE CAPITAL

The following describes material terms of our share capital as of the date of this AIF. The following description may not be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of our articles, which are available under our SEDAR profile at www.sedar.com.

Authorized Share Capital

Meridian’s authorized share capital consists of an unlimited number of common shares with a par value of €0.01. As of the date of this AIF, an aggregate of 168,929,880 common shares are issued and outstanding (December 31, 2021 –157,110,457).

Common Shares

Each Common Share is entitled to one vote at meetings of shareholders and carries with it equal rights with respect to dividends, if any, and residual interests upon dissolution of the Company. Holders of Common Shares have no preemptive rights, nor any right to convert their shares into other securities. There is no restriction on the ability of the Company to pay dividends other than cash flow considerations. Any dividend payments in the future will depend on the Company’s ability to continue as a going concern and to generate earnings, as well as capital investment requirements.

Options and Warrants

The Company has a stock option plan under which it is authorized to grant options to directors, employees, and consultants to acquire up to 10% of the issued and outstanding common share. The exercise price of each option is based on the market price of the Company’s share for a period preceding the date of grant. The options can be granted for a maximum term of 10 years and vest as determined by the board of directors. As of the date of this AIF, the Company had outstanding obligations to issue up to 14,869,364 Common Shares in respect of stock options and 18,137,829 in respect of common share purchase warrants, agent’s compensation options units, and agent’s option compensation options warrants. Details with respect to outstanding options can be found in the notes to the Company’s financial statements for the period ended September 30, 2021. At the upcoming Annual and Special General Meeting of the Shareholders to be held on Tuesday, June 28, 2022, shareholders of the Company will be asked to approve the

adoption of a new omnibus incentive plan (the "Omnibus Incentive Plan"), which will replace the Company's stock option plan currently in effect and all options granted under the option plan will be governed by the Omnibus Incentive Plan going forward. The Omnibus Incentive Plan comprises up to eight percent (8%) of stock options and an aggregate of up to two percent (2%) pursuant to RSUs and DSUs awards for a maximum aggregate of ten percent (10%) of the Company's issued and outstanding common shares from time to time, that may be issued under the Omnibus Incentive Plan.

MARKET FOR SECURITIES

Trading Price And Volume

Meridian's common shares were listed for trading on the TSXV from November 28, 2016, to April 1, 2022. On April 4, 2022, Meridian's common shares commenced trading on the TSX under the symbol "MNO". The following table sets forth information relating to the trading of Meridian's common shares on the TSXV and TSX for the periods indicated. The trading prices and volume data were obtained from stockwatch.com.

Common Shares
Month	High (CAD)	Low (CAD)	Total Monthly Volumes
May 2022(1)	1.00	0.69	7,635,190
April 2022(1)	1.08	0.81	7,635,190
March 2022	1.19	0.85	9,849,466
February 2022	1.05	0.83	5,132,500
January 2022	1.31	0.88	3,625,443
December 2021	1.27	1.10	3,255,628
November 2021	1.34	0.98	5,185,067
October 2021	1.25	0.69	8,864,045
September 2021	0.94	0.445	15,664,276
August 2021	0.52	0.385	2,947,708
July 2021	0.59	0.45	3,614,564
June 2021	0.70	0.46	4,728,452
May 2021	0.79	0.54	6,918,945
April 2021	0.60	0.36	7,014,531
March 2021	0.395	0.34	6,075,396
February 2021	0.385	0.18	11,922,004
January 2021	0.235	0.19	3,347,903
December 2020	0.245	0.19	760,099
November 2020	0.25	0.11	4,046,567
October 2020	0.255	0.17	279,800
September 2020	0.34	0.25	214,247
August 2020	0.365	0.270	172,857
July 2020	0.39	0.25	211,601
June 2020	0.29	0.09	626,115
May 2020	0.15	0.08	57,955
April 2020	0.12	0.07	176,810
March 2020	0.08	0.055	56,980
February 2020	0.075	0.055	7,731
January 2020	0.095	0.070	44,900

Note:

(1) Common shares commenced trading on TSX on April 4, 2022.

PRIOR SALES

The following table sets forth the information regarding the issuances of our common shares or securities convertible into common shares during the 12-month period prior to the date of this AIF and during the most recently completed financial year:

Date of the Issuance	Type of Issued Securities	Number of Issued Securities	Price per Security in CAD	Aggregate amount in CAD
May 25, 2022	Common Shares	20,000	$0.30	$6,000
May 19, 2022	Warrants(1)	39,763	$0.30	$11,928.90
May 19, 2022	Common Shares	79,526	$0.20	$15,905.20
May 19, 2022	Common Shares	109,091	$0.11	$12,000.01
May 18, 2022	Options(2)	390,000	$0.95	$370,500
May 13, 2022	Common Shares	372,874	$0.44	$164,064.56
May 9, 2022	Common Shares	135,000	$0.11	$14,850
May 9, 2022	Common Shares	10,000	$0.30	$3,000
May 9, 2022	Common Shares	24,858	$0.44	$10,937.52
May 3, 2022	Common Shares	363,636	$0.11	$39,999.96
April 28, 2022	Common Shares	187,500	$0.11	$56,250
April 18, 2022	Common Shares	1,200,000	$0.11	$132,000
April 7, 2022	Common Shares	100,000	$0.11	$11,000
April 7, 2022	Common Shares	75,000	$0.30	$22,250
April 5, 2022	Common Shares(3)	509,795	$0.92	$469,011.40
April 5, 2022	Common Shares	35,500	$0.30	$10,650
April 5, 2022	Common Shares	400,000	$0.11	$44,000
March 29, 2022	Common Shares(3)	5,869,679	$2.50	$14,674,197.50
March 22, 2022	Common Shares	400,000	$0.11	$44,000
March 18, 2022	Common Shares	40,000	$0.11	$4,400
March 16, 2022	Common Shares	25,000	$0.30	$7,500
March 14, 2022	Common Shares	300,000	$0.11	$33,000
March 10, 2022	Common Shares	260,000	$0.11	$28,600
February 28, 2022	Common Shares	566,000	$0.11	$62,260
February 24, 2022	Options(4)	75,000	$1.10	$82,500
February 16, 2022	Common Shares	125,000	$0.11	$13,750
February 8, 2022	Common Shares	51,100	$0.30	$15,330
February 6, 2022	Options(4)	100,000	$1.10	$110,000
January 27, 2022	Common Shares	25,000	$0.30	$7,500
January 27, 2022	Common Shares	77,600	$0.20	$15,520
January 24, 2022	Common Shares	127,273	$0.11	$14,000.03
January 20, 2022	Common Shares	30,000	$0.11	$3,300
January 12, 2022	Common Shares	300,000	$0.11	$33,000
December 23, 2021	Common Shares	75,000	$0.30	$22,500

Date of the Issuance	Type of Issued Securities	Number of Issued Securities	Price per Security in CAD	Aggregate amount in CAD
December 17, 2021	Common Shares	3,200,000	$0.30	$960,000
December 13, 2021	Common Shares^{(5)}	100,000	$0.10	$10,000
November 26, 2021	Common Shares	17,500	$0.30	$5,250
November 26, 2021	Common Shares	300,000	$0.11	$33,000
November 22, 2021	Common Shares	2,325,000	$0.11	$255,750
November 10, 2021	Common Shares	52,000	$0.11	$5,720
November 10, 2021	Common Shares	20,000	$0.30	$6,000
October 27, 2021	Options^{(4)}	4,459,717	$1.10	$4,905,688.70
October 26, 2021	Common Shares	250,000	$0.30	$75,000
October 22, 2021	Common Shares	17,500	$0.30	$5,250
October 21, 2021	Common Shares	49,998	$0.11	$5,499.78
October 21, 2021	Common Shares	125,000	$0.30	$37,500
October 19, 2021	Common Shares	14,835,000	$0.70	$10,384,500
September 30, 2021	Common Shares	66,500	$0.30	$19,950
September 24, 2021	Common Shares^{(6)}	37,287	$0.07	$2,610.09
September 24, 2021	Common Shares	50,000	$0.11	$5,500
September 24, 2021	Common Shares	25,000	$0.30	$7,500
September 20, 2021	Common Shares	6,466,666	$0.11	$711,333.26
September 10, 2021	Common Shares	3,333	$0.075	$249.975
September 10, 2021	Common Shares	1,853,333	$0.11	$203,866.63
September 10, 2021	Common Shares	20,000	$0.30	$6,000
August 31, 2021	Common Shares	100,000	$0.11	$11,000
August 12, 2021	Common Shares	100,000	$0.11	$11,000
August 12, 2021	Common Shares	1,000	$0.20	$200
August 12, 2021	Common Shares	20,500	$0.30	$6,150
July 23, 2021	Common Shares	40,000	$0.30	$12,000
July 5, 2021	Common Shares	17,500	$0.30	$5,250
June 10, 2021	Common Shares	1,313,240	$0.11	$144,456.40
June 10, 2021	Common Shares	100,000	$0.30	$30,000
June 2, 2021	Common Shares	76,750	$0.075	$5,756.25
June 2, 2021	Common Shares	3,862,750	$0.11	$424,902.50
June 2, 2021	Common Shares	24,437	$0.20	$4,887.40
June 2, 2021	Common Shares	87,218	$0.30	$26,165.40
May 18, 2021	Common Shares	988,334	$0.11	$108,716.74
May 18, 2021	Common Shares	100,000	$0.30	$30,000
May 10, 2021	Common Shares	1,825,667	$0.11	$200,823.37
May 10, 2021	Common Shares	687	$0.20	$137.40
May 10, 2021	Common Shares	27,843	$0.30	$8,352.90
May 4, 2021	Common Shares	631,255	$0.075	$47,344.125
May 4, 2021	Common Shares	5,605,447	$0.11	$616,599.17
May 4, 2021	Common Shares	2,800	$0.20	$560
May 4, 2021	Common Shares	181,250	$0.30	$54,375

Date of the Issuance	Type of Issued Securities	Number of Issued Securities	Price per Security in CAD	Aggregate amount in CAD
March 29, 2021	Common Shares	625,000	$0.075	$46,875
March 29, 2021	Common Shares	66,667	$0.11	$7,333.37
March 22, 2021	Common Shares	1,225	$0.075	$91.875
March 22, 2021	Common Shares	251,225	$0.11	$27,634.75
March 11, 2021	Common Shares	347,789	$0.075	$26,084.175
March 11, 2021	Common Shares	2,334,000	$0.11	$256,740
March 11, 2021	Common Shares	12,500	$0.20	$2,500
February 25, 2021	Common Shares	49,998	$0.075	$3,749.85
February 25, 2021	Common Shares	4,633,333	$0.11	$509,666.63
February 25, 2021	Common Shares	4,500	$0.20	$900
December 21, 2020	Units (7)	21,576,500	$0.20	$4,315,300
December 7, 2020	Common Shares	65,000	$0.11	$7,150
July 23, 2020	Common Shares (6)	700,000	$0.07	$49,000
July 16, 2020	Common Shares (8)	5,958,540	$2.50	$14,896,350
July 16, 2020	Common Shares (9)	5,910,602	$0.30	$1,773,180.60
July 15, 2020	Units (10)	46,766,666	$0.075	$3,507,499.95

Note:
(1) Warrants issued in connection with the exercise of Agent compensation options at $0.20 per compensation option. Each warrant entitles the holder to acquire one common share of the Company at $0.30 per common share until December 21, 2022.
(2) Options issued at an exercise price of CAD $0.95 per common share exercisable until May 18, 2027.
(3) Issued in connection with the outstanding balance of the loan facility pursuant to SGRFIV, including 5,869,670 common shares of the Company at a conversion rate of CAD 2.50 per common share for the conversion of an aggregate indebtedness of $14,674,177, and 509,795 common shares representing the applicable taxes due on the repayment of the indebtedness to the United Kingdom tax authority, HM Revenue & Customs ("HMRC"), pursuant to a tax gross up clause in the SGRFIV agreement.
(4) Options issued at an exercise price of CAD $1.10 per common share. Of these options, 75,000 are exercisable until February 24, 2027, 100,000 are exercisable until February 6, 2027, and 4,459,717 exercisable until October 27, 2026.
(5) Issued pursuant to exercise of options at an exercise price of CAD $0.10 per common share.
(6) Issued pursuant to exercise of options at an exercise price of CAD $0.07 per common share.
(7) Each unit consists of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant is exercisable at a price of CAD $0.30 for a period of 24 months, until December 21, 2022.
(8) Issued pursuant to shares for debt at a deemed value of CAD $2.50 per common share.
(9) Issued pursuant to shares for debt at a deemed value of CAD $0.30 per common share.
(10) Each unit consists of one common share and one non-transferable common share purchase warrant. Each common share purchase warrant is exercisable at a price of CAD $0.11 for a period of 24 months, until July 15, 2022.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding our directors and executive officers:

Name, Province or State and Country of Residence	Principal Occupation	Director Since	Number of Common Shares Owned
Dr. Adrian McArthur
Brisbane, Australia
President and Chief Executive Officer and Director	Dr. McArthur is the President and Chief Executive Officer of the Company and has over 25 years of experience in exploration, resource delineation and project generation roles for industrial minerals, gold, and base metals. He acts as the Qualified Person for the Company and oversees the exploration strategy of the Company's projects, currently focused on copper-gold mineralization. Dr. McArthur holds a PhD from Monash University is a Fellow of AusIMM.	July 20, 2020 - Present	692,874
Gilbert Clark
Le Rouret, France
Executive Chairman and Director	Mr. Clark served as a Partner with Sentient Equity Partners from 2017 until his recent retirement. Prior to this he was a Senior Investment Advisor and Director at Sentient Asset Management Canada. Mr. Clark has been Managing Director of European Mining Services, a Private Mining Consultancy since 2003. Previously, he has been involved in private equity investments and appraisals primarily in the mining and energy sectors.	June 29, 2018 - Present	1,779,800
Charles Riopel (1) (2) (3) (4)
Quebec, Canada
Lead Independent Director	Mr. Riopel is an accomplished senior-level investment executive with over 25 years domestic / international investment experience in mining. He has managed over the years both private and public investment funds. He is the founder and managing partner at Latitude 450, a private equity fund specialized in mining. Prior thereto, he was Senior Investment Director at The Sentient Group, one of the largest PE Funds in mining with over USD 2.7 billion under management. He served as Senior Investment Director Metals & Mining at the SGF from 2006 to 2012. He was appointed to the Board of Directors of the Company in May 2018. He is also a board member of North American Nickel, Premium Nickel Resources, and the Foundation of Greater Montreal. He has served as a director and/or officer of several Canadian and international companies. He holds a Bachelor of Economics from Montreal University and a Masters in Business Administration from Laval University.	May 24, 2018 - Present	1,229,632
Susanne Sesselmann (1) (2) (3) (4)
Munich, Germany
Director	Ms. Sesselmann has 20 years of international experience in banking with HVB Group (Unicredit), ten of which were in investment banking and project finance throughout the world but principally in Europe. Since 2003 she specialized in private equity funds and founded her own company in 2006. She was appointed an independent Director to the Board of the Meridian Infrastructure Funds Group in France and the US, developing, managing, and financing infrastructure projects. Then she also served as a Board Director of natural resources funds group, The Sentient Group, and various Sentient group companies, and of Marengo Mining Limited, a junior copper exploration company in Papua New Guinea until 2012. Ms. Sesselmann has been lecturing at universities in Paris and in Linz for many years. She holds a Master's degree in Languages (French and Spanish) from the University of Innsbruck, Austria.	October 28, 2021 – Present	53,500
John Skinner (1) (2) (3) (4) (5)
British Columbia, Canada
Director	Mr. Skinner is based in Vancouver and has had a long career in the Vancouver investment industry having worked as a Senior Investment Advisor/ Partner at Yorkton Securities 1983-1998 and Canaccord Capital 2000-2009. With a focus primarily on mining, John helped build, finance, and advise a significant number of successful ventures. In 2004 John and his wife Trish founded Painted Rock Estate Winery building the business from the ground up. When their first vintage was released, he retired from the investment industry. Painted Rock has twice been named the InterVin International Winery of the Year and has gained considerable international profile. John remains an active	January 20, 2021 - Present	4,705,166(7)

Name, Province or State and Country of Residence	Principal Occupation	Director Since	Number of Common Shares Owned
	investor in the resource industry and has been a strong supporter of the Company since July 2020.
Mark Thompson (1) (2) (6)
Amersham, United Kingdom
Director	Mr. Thompson is based in Amersham with over 26 years of experience in financial markets, physical and commodity derivatives trading, minerals exploration and mine development. He has held senior roles within banking, private equity and hedge fund businesses and has founded and sat on the boards of several junior mining companies in executive and non-executive roles. He consults widely within the metal derivatives industry, while recently he has been a driver behind the success of the private resource company Tungsten West Limited where he is Executive Chairman. Mark holds a B.A. in Physics from Oxford University and has been a strong supporter of the Company since July 2020.	January 20, 2021 - Present	4,606,600^{(8)}
Soraia Morais
British Columbia, Canada
Chief Financial Officer	Ms. Soraia Morais is a Chartered Professional Accountant with over 15 years of experience in accounting and financial management. She started working in the resource sector in 2009. Prior to that, she accumulated an extensive business background including managing her own business and spending 5 years at PwC Brazil. She is a dual citizen of Canada and Brazil and fluent in English and Portuguese, with working knowledge of Spanish. She has a University of British Columbia Diploma in Accounting and a Bachelor of Accounting Sciences from Brazil.	N/A	Nil

Notes:
(1) Independent director for the purposes of NI 58-101.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.
(4) Member of the Corporate Governance and Nominating Committee.
(5) Of these Common Shares, 788,500 are held personally and 3,916,666 are beneficially held in the name of Patricia Skinner.
(6) Of these Common Shares, 855,100 are beneficially held in the name of Pershing Securities and 3,571,500 are beneficially held in the name of Platform Securities.

As at the date of this AIF, the Directors and Senior Officers of the Company as a group beneficially owned, directly or indirectly, or exercised control or direction over, approximately 13,067,572 Common Shares or 7.73% of the outstanding Common Shares. The information as to Common Shares beneficially owned or over which control or direction is exercised, not being within the knowledge of the Company, has been furnished by the directors and officers directly.

On April 13, 2022, the Company updated its Compensation Committee and Corporate Governance and Nominating Committee Charters as well as an Environmental, Health and Safety Policy. The Company’s Code of Business Conduct and Ethics was adopted on December 21, 2016, and last updated on April 13, 2022.

Majority Voting Policy

On April 13, 2022, the Company adopted a majority voting policy (the “Majority Voting Policy”) for the election of directors. Accordingly, if a director standing for election or re-election in an uncontested election does not receive the vote of at least a majority of the votes cast at any meeting for the election of directors at which a quorum is present, the director will promptly tender his or her resignation to the Board. Within 90 days after the certification of the election results, the Board will decide, through a process managed by the Corporate Governance and Nominating Committee, whether to accept or reject the resignation and the Board’s decision will be publicly disclosed.

Director Term Limits

The Company has not adopted any term limits for directors. The Board considers merit as the key requirement for board appointments. New board appointments are considered based on the Company’s needs and the expertise required to support the Company and its stakeholders. Directors are not generally asked to resign but may be asked to not stand for re-election.

Representation of Women

The members of the Board have diverse backgrounds and expertise and were selected on the belief that the Company and its stakeholders would benefit from such a range of talent and expertise. The Company has not adopted a policy relating to the identification and nomination of women directors but has sought to attract diversity at the Board and executive levels on the advice of the Corporate Governance and Nominating Committee pursuant to the recruitment efforts of management of the Company. The Corporate Governance and Nominating Committee Charter provides that the Nominating Committee is responsible for recommending, as required, director candidates to be considered against objective criteria, having due regard for the benefits of diversity, to reflect the needs of the Board. At present, one of the Company's six directors (one of four independent directors) is a woman and two of three executives who report to the Company's Executive Chairman are women. The Company believes in the importance of increased diversity, including the identification and nomination of women to the Board. The Company has not adopted a target regarding the representation of women on the Board or in executive officer positions. Rather, the Board and Corporate Governance and Nominating Committee consider highly-qualified candidates and take into consideration additional diversity criteria including gender, age, nationality, cultural and educational background, business knowledge, sector specific knowledge and other experience, in identifying and selecting candidates for the Board and executive positions, which the Company believes is adequate in assessing gender diversity at the Board and executive levels.

Corporate Cease Trade Orders or Bankruptcies

No director or executive officer of the Company, or any shareholder holding a sufficient number of Common Shares to affect materially control of the Company:

(a) Is, as at the date of this AIF, or has been within the ten years preceding this date, a director or officer of any company that, while the person was acting in this capacity:

a. was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

b. was subject to an event that resulted, after such person ceased to be a director or officer of that company, in that company being the subject of a cease trade or similar order that denied that company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

c. within a year of that person ceasing to act as a director or officer of that company, that company became bankrupt, made a proposal under any legislation related to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver or trustee appointed to hold its assets; or

(b) Has, within the ten years preceding the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold assets of that person.

AUDIT COMMITTEE

The primary function of the Audit Committee is to assist the directors of the Company in fulfilling their oversight duties and is responsible for the policies and practices relating to the integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding of corporate assets, reliability of information and compliance with laws.

Audit Committee Charter

The Audit Committee's charter sets out its mandate and responsibilities and can be found in its management information circular which can be found on SEDAR at www.sedar.com and attached as Appendix "A" to this AIF.

Composition of the Audit Committee

As at the date of this AIF, the membership of the Company's Audit Committee is currently comprised of four directors, Charles Riopel (Chair), John Skinner, Mark Thompson, and Susanne Sesselmann. All members of the Audit Committee are considered to be an independent member of the Audit Committee pursuant to the meaning of "independent" provided in NI 52-110 and all are considered financially literate as provided for in NI 52-110. The relevant education and experience of each Audit Committee member is as follows:

Charles Riopel

Mr. Riopel is an accomplished senior-level executive with over 25 years domestic/international investment experience in mining. He has managed over the years both private and public investment funds. He is the founder and managing partner at Latitude 45°, a private equity fund specialized in mining. Prior thereto, he was Senior Investment Director at The Sentient Group, one of the largest private equity funds in mining, with over US$2.7 billion under management. From 2006 to 2012, he served as Senior Investment Director Metals & Mining at the SGF, a public fund with over US$5 billion under management. Mr. Riopel was appointed to the board of directors of Meridian in 2018, and is currently Chairman of the board of directors of North American Nickel (TSXV), Premium Nickel Resources, Premium Nickel Resources International (Barbados), Premium Nickel Resources Selebi (Barbados) and Premium Nickel Resources Selkirk (Barbados). He is also a member of the board of directors of the Foundation of Greater Montreal (local charity managing over US$250 million in charitable donations). He has served as a director and/or officer of several Canadian and international companies. He holds a Bachelor of Economics from Montreal University and a Masters in Business Administration from Laval University.

John Skinner

Mr. Skinner is based in Vancouver and has had a long career in the Vancouver investment industry having worked as a Senior Investment Advisor/ Partner at Yorkton Securities 1983-1998 and Canaccord Capital 2000-2009. With a focus primarily on mining, John helped build, finance, and advise a significant number of successful ventures. In 2004 John and his wife Trish founded Painted Rock Estate Winery building the business from the ground up. When their first vintage was released, he retired from the investment industry. Painted Rock has twice been named the InterVin International Winery of the Year and has gained considerable international profile. John remains an active investor in the resource industry.

Mark Thompson

Mr. Thompson is based in London with over 26 years of experience in financial markets, physical and commodity derivatives trading, minerals exploration and mine development. He has held senior roles within banking, private equity and hedge fund businesses and has founded and sat on the boards of several junior mining companies in executive and non-executive roles. He consults widely within the metal derivatives industry, while recently he has been a driver behind the success of the private resource company Tungsten West Limited where he is Executive Chairman. Mark holds a B.A. in Physics from Oxford University.

Susanne Sesselmann

Ms. Sesselmann has 20 years of international experience in banking with HVB Group (Unicredit), ten of which were in investment banking and project finance throughout the world but principally in Europe. Since 2003 she specialized in private equity funds and founded her own company in 2006. She was appointed an independent Director to the Board of the Meridian Infrastructure Funds Group in France and the US, developing, managing, and financing infrastructure projects. Then she also served as a Board Director of natural resources funds group, The Sentient Group, and various Sentient group companies, and of Marengo Mining Limited, a junior copper exploration company in Papua New Guinea until 2012. Ms. Sesselmann has been lecturing at universities in Paris and in Linz for many years. She holds a Master's degree in Languages (French and Spanish) from the University of Innsbruck, Austria.

Audit Committee Oversight

The Audit Committee, which satisfies the composition requirements for audit committees set out in subsection 3.1(1) of NI 52-110, is actively engaged in the oversight of management of Meridian. All of the internal financial reports prepared by the Company's foreign entities are in English and each member of the Audit Committee is able to read and understand the breadth and complexity of these financial statements. Since the commencement of the Company's most recently completed financial year ended December 31, 2021, the Company's Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company's most recently completed financial year ended December 31, 2021, the Company has not relied on the exemptions contained in sections 2.4 "De Minimis Non-Audit Services", or Part 8 (Exemptions) of NI 52-110. Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the

non-audit services were provided. Part 8 permits a company to apply to a securities regulator authority for an exemption from the requirements of NI 52-110, in whole or in part.

External Auditor Service Fees

The aggregate fees, in USD, billed by the Company’s external auditor in the fiscal years ended December 31, 2021 and 2020 by category, are as follows:

	Year Ended December 31, 2021	Year Ended December 31, 2020
Audit Fees	$ 207,874^{(1)}	$ 114,695^{(2)}
Audit Related Fees	Nil	Nil
Tax Fees^{(3)}	Nil	8,151
Total Fees Billed	$ 207,874	$ 122,845

Notes:
(1) In financial year ended December 31, 2021, audit fees were for professional services rendered by KPMG LLP and MHA MacIntyre Hudson.
(2) In financial year ended December 31, 2020, audit fees were for professional services rendered by KPMG LLP and MHA MacIntyre Hudson.
(3) Tax fees are related to the preparation of the Company’s UK corporate income tax return required by the tax authorities in the UK.
(4) Fees disclosed in the table above under “All Other Fees” relate to products and services other than the audit fees, audit-related fee, and tax fees.

Audit Fees

Audit fees were for professional services rendered by KPMG LLP, in Canada, and MHA MacIntyre Hudson, in the United Kingdom, for the audit of the Company’s consolidated annual financial statements and services provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-related fees were for assurance and related services reasonably related to the performance of the audit or review of the annual statements that are not reported under “Audit Fees” above.

Tax Fees

Tax fees were for tax compliance, tax advice and tax planning professional services. These services consisted of tax compliance, including the review of tax returns and tax planning and advisory services relating to common forms of domestic and international taxation (i.e., income tax, capital tax, goods and services tax, payroll tax and value added tax).

Exemptions

The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

CONFLICTS OF INTEREST

Certain directors of the Company also serve as directors of other companies involved in resource exploration, development, and production. Consequently, there exists the possibility that such directors will be in a position of a conflict of interest. Any decision made by such directors involving the Company will be made in accordance with their duties to deal fairly and in good faith with the Company and such other companies. In addition, such directors will declare and refrain from voting on any matters in which they may have a material conflict of interest.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

There are no pending, or to Meridian’s knowledge, contemplated legal proceedings (that individually amount to more than 10 percent of the Company’s current assets) that the Company is or was a party to, or that any of its property is or was the subject of, during the financial year ended December 31, 2021 expected with respect to the following:

Buffer Zone

The Company has been advised that due to certain Jaburi tenements being in close proximity to indigenous title land, Jaburi could be affected by a civil public action (“Ação Civil Pública”) between two Brazilian government departments, namely the Brazilian Federal Prosecutor’s Office (“FPO”) and ANM.

Jaburi currently owns several tenements, which border the Povo Cinta Larga indigenous land. Due to illegal diamond mining activities by nonrelated third parties within the Povo Cinta Larga indigenous land and surrounding areas (the so-called Roosevelt Reserve comprised of 2.7 million hectares, located in the south side of the State of Rondônia), in 2005 the FPO filed a civil public action against the ANM. The FPO is requesting the ANM to refrain from granting new mining authorizations and to withdraw all existing mining authorizations within the indigenous land of Povo Cinta Larga and surrounding 10km area adjacent to the indigenous land (“Buffer Zone”).

In 2008, the lower federal court Judge prevented mining companies from doing business in indigenous areas, except for the 10km Buffer Zone. This decision is favorable to Jaburi’s interests. The Buffer Zone concept is a result of Environmental Law discussions in Brazil. In 2013, the Federal Court of Appeals for the First Circuit (“TRF-1”) reviewed and amended the lower federal court decision to include the Buffer Zone within the indigenous areas. ANM filed appeals to overrule the TRF-1 decision, however, none of these appeals have yet been reviewed by the Superior Court of Justice (“Superior Tribunal de Justiça” or “STJ”) and the Federal Supreme Court (“Supremo Tribunal Federal” or “STF”).

On November 10, 2021, the Justice Luiz Fux, STF President, confirmed that the TRF-1 decision must prevail over this case. As a consequence, ANM is prohibited to granting new mining authorizations for areas located within the 10km Buffer Zone. Also, the effectiveness of any and all mining authorizations already granted by ANM in connection with the 10km Buffer Zone is suspended until the STF finally reviews the merits of the case.

If there is a final and non-appealable decision regarding the imposition of a 10km Buffer Zone, this would have a material impact on Jaburi’s tenements as some of Jaburi’s tenements straddle or are wholly within the proposed 10km Buffer Zone.

Jaburi has retained local Brazilian counsel to represent them in this issue who are following up closely the civil public action. At this point in time, management has determined it is more likely than not that there will be no amount owing, and therefore no liability has been accrued.

There have been no penalties or sanctions imposed against the Company by a court relating to securities legislation or by a securities regulatory authority nor any other penalties or sanctions imposed by a court or regulatory body against

the Company during the financial year ended December 31, 2021. The Company has not entered into any settlement agreement before a court relating to securities legislation or with a securities regulatory authority during the year ended December 31, 2021.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

To the knowledge of the management of Meridian, none of the directors, executive officers or principal shareholders that beneficially owns, or controls or directs, directly or indirectly, more than 10 percent of any class or series of the outstanding voting securities of Meridian and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction within the past three years or in any proposed transaction that has materially affected or will materially affect Meridian or any of its subsidiaries.

TRANSFER AGENTS AND REGISTRAR

Computershare Investor Services Inc., at its principal office in Vancouver, British Columbia, is the transfer agent and registrar for the common shares of Meridian.

MATERIAL CONTRACTS

Except for contracts entered into in the ordinary course of business, the Company has not entered into any material contracts during the most recently completed financial year or prior financial years which are still in force and effect, and which may reasonably be regarded as presently material, except with respect to the Cabacal Project Purchase Agreement described in the section Property Description and Ownership, Technical Information, above.

INTERESTS OF EXPERTS

The following persons or companies are named as having prepared or certified a report, valuation, statement, or opinion described or included in a filing, or referred to in a filing, made under National Instrument 51-102 – Continuous Disclosure Obligations by the Company during, or relating to, the Company’s most recently completed financial year, and whose profession or business gives authority to the report, valuation, statement, or opinion made by the person or company.

External Auditors

KPMG LLP, Chartered Professional Accountants are Meridian’s auditors, and have advised the Company that they are independent of the Company within the meaning of the relevant rules and related interpretations prescribed by the professional bodies in Canada and any applicable legislation or regulations.

Qualified Persons

The Amended and Restated NI 43-101 Technical Report: Cabacal Property Project Report, Mato Grosso, NW Brazil, and dated June 2, 2022 (with an effective date of November 12, 2021) was filed on SEDAR on June 2, 2022 (the “Amended and Restated Technical Report”). The Amended and Restated Technical Report was principally prepared by Simon Tear and Marcelo Antonio Batelochi on behalf of H&S Consultants Pty Ltd of Sydney, Australia, each of whom is an independent “qualified person” as that term is defined in NI 43-101 and have verified the data.

To the knowledge of the Company, each of the aforementioned persons or companies did not hold any of the outstanding securities of the Company when they prepared the reports referred to above or following the preparation of such reports. None of the aforementioned persons or companies received any direct or indirect interest in any securities of the Company in connection with the preparation of such reports.

ADDITIONAL INFORMATION

Additional information relating to Meridian may be found on SEDAR at www.sedar.com.

Additional information, including directors' and officers' remuneration and indebtedness, principal shareholders and securities reserved for issuance under equity compensation plans is contained in the Company's management proxy information circular, which is available on SEDAR at www.sedar.com.

Additional financial information is also provided in the Company's audited consolidated financial statements and MD&A for the year ended December 31, 2020 and in the unaudited consolidated interim financial statements and MD&A for the nine months ended September 30, 2021, which may also be found on SEDAR at www.sedar.com.

GLOSSARY OF TERMS

As used in this AIF, unless the context indicates or requires otherwise, the following terms have the respective meanings set out below:

“AIF” means this Amended and Restated Annual Information Form of Meridian dated June 2, 2022.

“Audit Committee” means our audit committee.

“Board” means the Company’s board of directors.

“Common Shares” means the common shares in the capital of Meridian.

“Compensation Committee” means our compensation committee.

“COVID-19” means the novel coronavirus named COVID-19.

“Jaburi” means Meridian Mineração Jaburi S.A., a wholly owned subsidiary of Meridian.

“Meridian” or the “Company” means Meridian Mining UK Societas.

“NGO” means Non-Governmental Organizations.

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

“NI 52-110” means National Instrument 52-110 – Audit Committees.

“NI 58-101” means National Instrument 58-101 – Disclosure of Corporate Governance Practices.

“Qualified Person” has the meaning ascribed to it in NI 43-101.

“Rio Cabaçal” means Rio Cabaçal Mineração Ltda., a wholly owned subsidiary of Meridian.

“SEDAR” means the System for Electronic Document Analysis and Retrieval, a filing system developed for the Canadian Securities Administrators.

“SGRFIV” means Sentient Global Resources Fund IV L.P.

“TSG” means The Sentient Group Limited.

“TSXV” means the TSX Venture Exchange.

APPENDIX "A"

AUDIT COMMITTEE CHARTER

PURPOSE OF THE COMMITTEE

The purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of the Company is to provide an open avenue of communication between management, the Company's independent auditor and the Board and to assist the Board in its oversight of:

the integrity, adequacy and timeliness of the Company's financial reporting and disclosure practices;
the Company's compliance with legal and regulatory requirements related to financial reporting; and
the independence and performance of the Company's independent auditor.

The Committee shall also perform any other activities consistent with this Charter, the Company's Statutes and governing laws as the Committee or Board deems necessary or appropriate.

COMPOSITION OF THE COMMITTEE

The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Committee shall elect a Chairman from among their number. A majority of the members of the Committee must not be officers or employees of the Company or of an affiliate of the Company.

COMMITTEE MEETINGS

The quorum for a meeting of the Committee is a majority of the members who are not officers or employees of the Company or of an affiliate of the Company. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures. The Committee's role is one of oversight.

Management is responsible for preparing the Company's financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with Generally Accepted Accounting Principles ("GAAP"). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The independent auditor's responsibility is to audit the Company's financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in accordance with GAAP.

The Committee is responsible for recommending to the Board the independent auditor to be nominated for the purpose of auditing the Company's financial statements, preparing, or issuing an auditor's report or performing other audit, review, or attest services for the Company, and for reviewing and recommending the compensation of the independent auditor. The Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditor. The independent auditor shall report directly to the Committee.

AUTHORITY AND RESPONSIBILITIES

In addition to the foregoing, in performing its oversight responsibilities the Committee shall:

Monitor the adequacy of this Charter and recommend any proposed changes to the Board.
Review the appointments of the Company's Chief Financial Officer and any other key financial executives involved in the financial reporting process.

Review with management and the independent auditor the adequacy and effectiveness of the Company's accounting and financial controls and the adequacy and timeliness of its financial reporting processes.
Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.
Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.
Review the Company's financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.
Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Company, including consideration of the independent auditor's judgment about the quality and appropriateness of the Company's accounting policies. This review may include discussions with the independent auditor without the presence of management.
Review with management and the independent auditor significant related party transactions and potential conflicts of interest.
Pre-approve all non-audit services to be provided to the Company by the independent auditor.
Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and the Company and all non-audit work performed for the Company by the independent auditor.
Establish and review the Company's procedures for the:

a. receipt, retention, and treatment of complaints regarding accounting, financial disclosure, internal controls, or auditing matters; and
b. confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.

Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants, or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Company.
Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of National Instrument 52-110, the Business Corporations Act (British Columbia) and the Statues of the Company.

AI assistant

Meridian Mining — Annual Report 2021

47387_rns_2022-06-02_f153e696-a7c2-4c52-b635-b8903e3302f7.pdf

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

QUALIFIED PERSONS

MARKET AND INDUSTRY DATA

CURRENCY

CORPORATE STRUCTURE

The Company

Background

Intercorporate Relationships

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

BUSINESS AND INDUSTRY

General

Specialized Skills and Knowledge

Competitive Conditions

Employees

Foreign Operations

Cycles

Health Safety & Environmental

TECHNICAL INFORMATION

Introduction

Project Description, Location and Access

History

Geological Setting, Mineralization and Deposit Types

Exploration

Drilling

Southern Copper Zone

Central Copper Zone

Eastern Copper Zone

Cabaçal Northwest Extension

Sampling, Analysis and Data Verification

Mineral Processing and Metallurgical Testing

Mineral Resource and Mineral Reserve Estimates

Mining Operations

Processing and Recovery Operations

Infrastructure, Permitting and Compliance Activities

Capital and Operating Costs

Exploration, Development, and Production

Interpretation and Conclusions

Recommendations

RISK FACTORS

Risks Relating to the Business of Meridian

Operations in Brazil and Regulatory Requirements.

The ability of Meridian to pay dividend will be dependent on the financial condition of Meridian.

Meridian is subject to significant governmental regulations.

Risks associated with the Agreements with the Cooperatives.

Meridian may be subject to litigation.

Meridian’s officers and directors may have potential conflicts of interest.

Climate Change.

Meridian may be subject to impacts on its operation.

Infrastructure.

Global financial conditions may negatively impact its operations and share pricing.

Reliance on local advisors and consultants in foreign jurisdictions.

Internal controls provide no absolute assurances as to reliability of financial reporting and financial statement preparation, and ongoing evaluation may identify areas in need of improvement.

Meridian may be subject to community relations and social licence to operate issues, or involvement from NGOs.

Risks Relating to the Mining Industry

Mineral resource and mineral reserve estimates

Metal prices are volatile and there can be no assurance that profitable markets will exist

DIVIDEND POLICY

DESCRIPTION OF SHARE CAPITAL

Authorized Share Capital

Common Shares

Options and Warrants

MARKET FOR SECURITIES

Trading Price And Volume

PRIOR SALES

DIRECTORS AND EXECUTIVE OFFICERS

Majority Voting Policy

Director Term Limits

Representation of Women

Corporate Cease Trade Orders or Bankruptcies

AUDIT COMMITTEE

Audit Committee Charter

Composition of the Audit Committee

External Auditor Service Fees

Audit Fees

Audit-Related Fees

Meridian Mining Annual Report 2021