Meridian Mining - Annual Report 2024

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MERIDIAN MINING UK SOCIETAS

Annual Information Form

For the Year Ended December 31, 2024

March 31, 2025

Page

GLOSSARY OF TERMS ........................................................................................................................................... 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ............................................... 2 QUALIFIED PERSONS ............................................................................................................................................. 3 CURRENCY ................................................................................................................................................................ 3 CORPORATE STRUCTURE .................................................................................................................................... 3 GENERAL DEVELOPMENT OF THE BUSINESS ............................................................................................... 4 BUSINESS AND INDUSTRY .................................................................................................................................... 7 TECHNICAL INFORMATION ................................................................................................................................ 8 RISK FACTORS ....................................................................................................................................................... 36 DIVIDEND POLICY ................................................................................................................................................ 46 DESCRIPTION OF SHARE CAPITAL ................................................................................................................. 46 MARKET FOR SECURITIES ................................................................................................................................. 46 PRIOR SALES ........................................................................................................................................................... 47 DIRECTORS AND EXECUTIVE OFFICERS ...................................................................................................... 48 AUDIT COMMITTEE .............................................................................................................................................. 51 CONFLICTS OF INTEREST .................................................................................................................................. 52 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ............................................................................... 53 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .................................... 53 TRANSFER AGENTS AND REGISTRAR ............................................................................................................ 53 MATERIAL CONTRACTS ..................................................................................................................................... 53 INTERESTS OF EXPERTS ..................................................................................................................................... 53 ADDITIONAL INFORMATION ............................................................................................................................. 54

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 Annual Information Form of Meridian dated March 31, 2025.

“ Audit Committee ” means our audit committee.
“ Board ” means the Company’s board of directors.

“ Cabaçal Agreement ” means the Cabaçal Project Mineral Rights Purchase and Sale Agreement dated November 6, 2020, as amended on February 9, 2021, October 5, 2021, January 27, 2022, and January 4, 2024, between Rio Cabaçal and the Vendors.

“ Cabaçal Project ” means the Cabaçal VMS Gold-Copper Project.

“ Common Shares ” means the common shares in the capital of Meridian.
“ Compensation Committee ” means our compensation committee.

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

“ Meridian ” or the “ Company ” or “ MNO ” 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 subsidiary of Meridian.

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

“ TSX ” means Toronto Stock Exchange.

“ TSXV ” means the TSX Venture Exchange.

“ Vendors ” means Prometálica Mineração Ltda and IMS Engenharia Minerals Ltda.

" 2025 PFS ” means the Cabaçal Gold-Copper Project NI 43-101 Technical Report and Pre-feasibility Study, Mato Grosso, Brazil dated March 31, 2025 (with an effective date of March 10, 2025) prepared for the Company by Tommaso Roberto Raponi (P. Eng), Principal Metallurgist with Ausenco Engineering Canada ULC; Scott Elfen (P. E.), Global Lead Geotechnical and Civil Services with Ausenco Engineering Canada ULC; John Anthony McCartney, C.Geol., Ausenco Chile Ltda.; Porfirio Cabaleiro Rodriguez (Engineer Geologist FAIG), of GE21 Consultoria Mineral; Leonardo Soares (PGeo, MAIG), Senior Geological Consultant of GE21 Consultoria Mineral; Norman Lotter (Mineral Processing Engineer; P.Eng.), of Flowsheets Metallurgical Consulting Inc.; and, Juliano Felix de Lima (Engineer Geologist MAIG), of GE21 Consultoria Mineral.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This 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.

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”, “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. Forwardlooking 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;
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; that the political environment in which the Company operates will continue to support the development and operation of mining projects; the threat associated with outbreaks of viruses and infectious diseases; risks related to negative publicity with respect to the Company or the mining industry in general; financial position, results of operations and/or cash flows; the Company's ability to realize the results of the 2025 PFS; timing and successful completion of the Cabaçal prefeasibility studies; that there is no material 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 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 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 forwardlooking 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.

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

Mr. Erich Marques, B.Sc., MAIG, Chief Geologist of the Company, is a Qualified Person as defined by NI 43-101, and is responsible for the preparation, review, and approval of any scientific or technical information in this AIF and certain public disclosure of the Company, not including technical information included in the 2025 PFS.

The 2025 PFS of the Company’s flagship Cabaçal VMS Gold-Copper Project (the “Cabaçal Project”) was prepared for the Company by Tommaso Roberto Raponi (P. Eng), Principal Metallurgist with Ausenco Engineering Canada ULC; Scott Elfen (P. E.), Global Lead Geotechnical and Civil Services with Ausenco Engineering Canada ULC; John Anthony McCartney, C.Geol., Ausenco Chile Ltda.; Porfirio Cabaleiro Rodriguez (Engineer Geologist FAIG), of GE21 Consultoria Mineral; Leonardo Soares (PGeo, MAIG), Senior Geological Consultant of GE21 Consultoria Mineral; Norman Lotter (Mineral Processing Engineer; P.Eng.), of Flowsheets Metallurgical Consulting Inc.; and, Juliano Felix de Lima (Engineer Geologist MAIG), of GE21 Consultoria Mineral. All authors of the Cabaçal GoldCopper Project NI 43-101 Preliminary Feasibility Study Technical Report, Mato Grosso, Brazil dated March 31, 2025 (with an effective date of March 10, 2025) (the “2025 PFS”) are independent Qualified Persons as defined by NI 43101. The 2025 PFS may be found on the Company’s website at www.meridianmining.co or under the Company’s profile on SEDAR+ at www.sedarplus.ca Readers are encouraged to read the entire 2025 PFS.

CURRENCY

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

CORPORATE STRUCTURE

The Company

Background

Meridian Mining UK Societas 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.

The Company’s Common Shares were listed on the TSXV under the symbol “MNO” until the Company upgraded to trading on the TSX on April 4, 2022, under the same symbol “MNO”. The Company also trades on the OTCQX Best Market (“OTCQX”) 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 provinces. Such documents are available on SEDAR+ at www.sedarplus.ca.

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

The Company’s head office is located at 8th Floor, 4 More London Riverside, London SE1 2AU, United Kingdom. The Company’s registered and records office is located at 8th Floor, 4 More London Riverside, London SE1 2AU, United Kingdom.

Intercorporate Relationships

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During the year ended December 31, 2024, the Company incorporated a new entity, Rio Cabaçal Participações S.A. (“RCP”). The Company has 49% of the voting rights (ordinary shares (“ON”)) and 100% rights to its variable returns (preferential shares (“PN”)). The legal ownership of Rio Cabaçal Mineração Ltda (“RCM”) was transferred to RCP. Although the Company has 49% of the voting rights in RCP, the Company determined that it has the full beneficial interest over the entity as the Company has the rights of variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

GENERAL DEVELOPMENT OF THE BUSINESS

Meridian Mining UK Societas is focused on acquisition, exploration, and development activities in the State of Mato Grosso, Brazil. The Company is currently focused the development and exploration of the advanced stage Cabaçal VMS gold‐copper project, the initial resource definition at the second higher-grade VMS asset at Santa Helena as the first stage of the Cabaçal Hub development strategy, regional scale exploration of the Cabaçal VMS belt to expand the Cabaçal Hub strategy, and exploration in the Jaurú & Araputanga Greenstone belts.

Three Year History

Recent Developments

Cabaçal Project - Mato Grosso

On March 31, 2025, the Company announced the filing of the Cabaçal Gold-Copper Project NI 43-101 Technical Report and Pre-feasibility Study, Mato Grosso, Brazil dated March 31, 2025 (with an effective date of March 10, 2025), in support of the Company’s news released of March 10, 2025.

On March 10, 2025, the Company announced the results of the 2025 PFS.

Corporate

On March 10, 2025, the Company announced that, in preparation for the commencement of the Cabaçal detailed feasibility study to be followed by detailed engineering and potential financing and development of the Cabaçal mine project, the Company appointed Mr David Halkyard as Senior Vice President - Project Finance, and engaged civil and other engineers to the Brazilian engineering team. With these appointments and other necessary steps, the Company anticipated that the Cabaçal detailed feasibility study would be concluded during the first half of 2026.

Non-Brokered Private Placement

On February 19, 2025, the Company announced the closing of its previously announced non-brokered private placement financing (the “2025 Private Placement”) of common shares in the capital of the Company at CAD 0.39 per common share for gross proceeds of CAD 17,233,098.

Financial year ended December 31, 2024

Cabaçal Project - Mato Grosso

On January 10, 2024, the Company announced the start of the Cabaçal prefeasibility studies.

On June 11, 2024, the Company provided an update on the progress of the Cabaçal prefeasibility studies.

Santa Helena Project – Mato Grosso

On January 10, 2024, the Company announced advancing the Santa Helena mine towards a resource estimate.

On April 23, 2024, the Company reported the launch of Santa Helena’s next phase of resource drilling and the first phase of metallurgical studies.

On June 11, 2024, the Company provided an update on its drilling activities at Santa Helena mine.

Bought Deal Public Offering

On April 9, 2024, the Company closed a bought deal public offering (the “2024 Public Offering”) through the issuance of 57,500,000 common shares at a price of CAD 0.35 per common share for aggregate gross proceeds to the Company of CAD 20,125,000. The Company also issued 2,101,628 share purchase options (the “Agent Compensation Options”). Each Agent Compensation Options entitles the holder to purchase one Common Share at a price of CAD 0.35 per Common Share until April 9, 2026.

Non-Core Project – Espigão do Oeste, Rondônia

As at December 31, 2024, the Company will no longer allocate resources for substantive expenditures on further exploration, including an initial drilling program to further evaluate the Iron Oxide Copper Gold potential at the Espigão project. As a result, the Company recognized an impairment of USD 4,976,904 in the consolidated statements of loss and comprehensive loss for the year ended December 31, 2024.

Financial year ended December 31, 2023

Corporate

On January 30, 2023, the Company announced the appointment of Mr. Martin McFarlane as the Company’s new President and Mr. James McLucas as the Company’s Vice President of Corporate Development.

On May 11, 2023, the Company announced that its common shares started trading on the OTCQX under the symbol “MRRDF”, having graduated from the OTCQB® Venture Market.

On June 28, 2023, the Company announced that Mr. Gilbert Clark stepped down from his role as Executive Chairman but continued to serve as a director of the Company.

On July 6, 2023, the Company announced the completion of the fourth installment (the “Fourth Payment”) payment pursuant to the terms of the Cabaçal Agreement for the acquisition of 100% of the rights to the Cabaçal Project. Pursuant to the Cabaçal Agreement, the Vendors elected to receive 1,000,000 Common Shares in lieu of a cash payment of CAD 300,000 for the Fourth Payment. Pursuant to the Cabaçal Agreement, the Company is required to make certain installment payments to the Vendors to satisfy its total payment obligations. As at the date of this AIF,

in addition to the USD 102,283 third installment balance, the Company is required to make additional payments, as follows:

(a) Fifth installment: subject to the completion of a positive economic feasibility study, USD 1.85 million and CAD 450,000 or 1,500,000 shares in lieu of the payment of CAD 450,000 by September 30, 2025. The Company is also required to advance USD 250,000, in monthly installments, from April 2025 to June 2025, to be deducted from the total amount of the fifth payment;
(b) Sixth installment: within 30 days after the installation license of the Cabaçal Project plant is issued by the competent governmental authorities, USD 2.25 million and CAD 600,000 or 2,000,000 shares in lieu of payment of CAD 600,000; and
(c) Seventh installment: within 45 days after the signature by the Company of the definitive financing contracts for the construction of the Cabaçal plant, USD 2,600,000 cash payable.

On July 13, 2023, the Company announced the appointment of Mr. Douglas Ford as a new independent director to the Board of Directors (the “Board”), with immediate effect. Mr. Ford, who is considered independent within the meaning of NI 52-110, was also appointed as Chairman of the Audit Committee of the Board and as a member of the Compensation Committee.

On September 6, 2023, the Company announced that Mr. Gilbert Clark was appointed as the Chief Executive Officer of the Company; Dr. Adrian McArthur, a non‐independent director of the Company, was re-appointed as President of the Company; Mr. Martin McFarlane was appointed Senior Vice President Strategy and Projects of the Company; and Ms. Susanne Sesselmann, an independent director of the Company, was appointed as Interim Independent Chair of the Board.

On October 10, 2023, the Company announced the appointment of Mr. Neil Gregson as a new independent director to the Board.

On October 30, 2023, the Company announced the appointment of Mr. Bruce McLeod as an independent director and Chair of the Board.

Bought Deal Public Offering

On May 2, 2023, the Company closed a bought deal offering (“2023 Public Offering”) through the issuance of 36,800,000 Common Shares at a price of CAD 0.50 per Common Share for aggregate gross proceeds to the Company of CAD 18,400,000. The Company also issued 1,677,000 share purchase options (the “Compensation Options”). Each Compensation Option entitles the holder to purchase one Common Share at a price of CAD 0.50 per Common Share until May 2, 2025.

Financial year ended December 31, 2022

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 with Orosur Mining Inc. having the right to invest up to USD 3,000,000 for a 75% project equity. The joint venture was terminated effective March 5, 2024.

Exploration - Mato Grosso

On January 28, 2022, the Company secured an amendment to the Cabaçal Agreement rescheduling the payment of the third installment payments to August 1, 2023, unless accelerated upon completion of an equity financing for gross proceeds of at least USD 2,500,000.

On November 10, 2022, the Company announced that it had filed the technical report dated November 9, 2022, with an effective date of August 21, 2022, titled “Independent Technical Report, Mineral Resource Estimate for the Cabaçal VMS deposit, Cabaçal Project, State of Mato Grosso, Brazil” prepared by Simon Tear, PGeo, EurGeol, principal consultant and director of H&S Consultants Pty Ltd., Marcelo Antonio Batelochi, PGeo, AusIMM (CP), independent consultant of MB Soluções em Geologia e Mineração Ltda, and Joseph Keane, P.E., independent mineral processing engineer consultant of SGS North America Inc., which reported an initial mineral resource estimate for the Cabaçal

Project (as defined herein) of 52.9Mt @ 0.6g/t Au, 0.3% Cu indicated resources and 1.4g/t Ag plus 10.3Mt @ 0.7g/t Au, 0.2% Cu & 1.1g/t Ag inferred resources.

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 trading on the TSX.

Brokered Private Placement

On December 30, 2022, the Company announced the closing of its previously announced CAD 5,862,549.70 offering under Part 5A of National Instrument 45-106 – Prospectus Exemptions - Listed Issuer Financing Exemption private placement offering (the “December 2022 Offering”). Under the December 2022 Offering, Beacon Securities Limited, as lead agent and sole bookrunner on behalf of a syndicate of agents which included Raymond James Ltd., Cormark Securities Inc. and PI Financial Corp. (collectively, the “Agents”), sold 16,750,142 Common Shares at a price of CAD 0.35 per Common Share pursuant to the terms and conditions of an agency agreement entered into between the Company and the Agents dated December 30, 2022. The Company also issued 501,004 share purchase warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder to purchase one Common Share at a price of CAD 0.35 per Common Share until December 30, 2024.

BUSINESS AND INDUSTRY

General

Meridian Mining UK Societas is currently engaged in the exploration and development of mineral deposits in Brazil through its subsidiaries, Jaburi and Rio Cabaçal. The Company is currently focused on resource development of the Cabaçal Project, the regional scale exploration of the Cabaçal VMS belt and the exploration in the Jaurú & Araputanga Greenstone belts, all located in the state of Mato Grosso. 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, 2024, Meridian had 69 employees in Brazil and an additional 4 employees outside of 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 Brazilian 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. We keep current with required and best practice environmental protection measures as part of our standard operating procedures in our exploration programs. As such, we incur environmental protection costs as a component of operating expenditures and expect to in the future. The Company has also adopted an Environmental, Health and Safety Policy and Risk Management Policy to assist the Company in identifying and managing key risks associated with our business and projects.

The Company has maintained an active environmental, social and governance programs and is further developing such programs as the Company’s projects grow.

The Company has built strong relationships with the communities in which it operates, and is dedicated to innovative, sustainable projects and partnerships that build company engagement in local communities while respecting their values, customs and traditions. The Company’s operating practices are governed by the principles set out in its Code of Business Conduct and Ethics, which applies to all directors, officers, employees and consultants of the Company and its subsidiaries.

TECHNICAL INFORMATION

The 2025 PFS of the Company’s flagship Cabaçal Gold-Copper Project was prepared for the Company by Tommaso Roberto Raponi (P. Eng), Principal Metallurgist with Ausenco Engineering Canada ULC; Scott Elfen (P. E.), Global Lead Geotechnical and Civil Services with Ausenco Engineering Canada ULC; John Anthony McCartney, C.Geol., Ausenco Chile Ltda.; Porfirio Cabaleiro Rodriguez (Engineer Geologist FAIG), of GE21 Consultoria Mineral; Leonardo Soares (PGeo, MAIG), Senior Geological Consultant of GE21 Consultoria Mineral; Norman Lotter (Mineral Processing Engineer; P.Eng.), of Flowsheets Metallurgical Consulting Inc.; and, Juliano Felix de Lima (Engineer Geologist MAIG), of GE21 Consultoria Mineral. All authors of the 2025 PFS are independent “qualified persons” as defined by NI 43-101. The 2025 PFS may be found on the Company’s website at www.meridianmining.co or under the Company’s profile on SEDAR+ at www.sedarplus.ca. Readers are encouraged to read the entire 2025 PFS. The following disclosure relating to the Cabaçal Project is an excerpt of the summary of the 2025 PFS. The entire 2025 PFS is incorporated by reference herein.

The following summary does not purport to be a complete summary of the 2025 PFS. The 2025 PFS is intended to be read as a whole, and sections should not be read or relied upon out of context. The following disclosure, which is derived from the 2025 PFS, is subject to the assumptions, qualifications and procedures contained in the 2025 PFS.

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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.

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.

Meridian has negative cash flow from operating activities in its most recently completed financial year. 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.

The Company has negative cash flow from operating activities in its most recently completed financial year. The Company is a development stage mining company, and none of the Company’s mineral projects are in production or generate revenue. 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 property acquisition payments or 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.

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, seismic activity, structural cave-ins, pit-well failures, 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.

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 smallscale 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.

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 metal prices.

The value and price of the 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 metal prices.

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.

Prefeasibility Study risks

Prefeasibility studies are used to assess the economic viability of a deposit. There is no certainty that existing or future prefeasibility or feasibility studies will be realized. Actual costs may significantly exceed estimated costs and economic returns may differ significantly from those estimated in the studies. There are many factors involved in the determination of the economic viability of a mineral deposit, including the achievement of satisfactory mineral reserve estimates, the level of estimated metallurgical recoveries, capital and operating cost estimates and estimates of future metal prices.

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.

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.

Meridian may require additional property rights in order to develop its mineral properties and there can be no assurance that such property rights will be capable of being acquired at a reasonable cost and without adverse conditions, if at all. Any such acquired properties may be subject to challenges or defects in title.

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.

Information Technology

The Company is reliant on the continuous and uninterrupted operations of its information technology (“IT”) systems. User access and security of all IT systems are critical elements to the operations of the Company. The Company’s operations depend, in part, on how well the Company and its suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, vandalism and theft. The Company’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any IT failure pertaining to availability, access or system security could result in disruption for personnel and could adversely affect the reputation, operations or financial performance of the Company.

The Company’s IT systems could be compromised by unauthorized parties attempting to extract business sensitive, confidential or personal information, corrupting information or disrupting business processes or by inadvertent or intentional actions by the Company’s employees or vendors. A cyber security incident resulting in a security breach or failure to identify a security threat, could disrupt business and could result in the loss of business sensitive, confidential or personal information or other assets, as well as litigation, regulatory enforcement, violation of privacy and security laws and regulations and remediation costs.

Although to date the Company is unaware of any material losses relating to cyber attacks or other information security breaches, there can be no assurance that it 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 remain 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.

Social media and other web-based information sharing applications may result in negative publicity or have the ability to control how it is perceived by others. Reputational loss may result in challenges in developing and maintaining community and shareholder relations and decreased investor confidence.

The ability of Meridian to pay dividends 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.

Permits, licenses and approvals.

In countries where Meridian carries out exploration and development 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 noncompliance, 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.

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. Historically, Brazilian politics have affected the performance of the Brazilian economy.

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.

Increases in energy costs or the interruption of energy supply may adversely affect plans for future mining operations.

Mining 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 plans for future mining operations.

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.

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 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 the future.

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 .

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.

Health epidemics or pandemics.

Health epidemics or pandemics have in the past and may in the future impact macroeconomic conditions, supply chains and other global economic activities. Governmental responses thereto, including operational restrictions, adversely may affect the Company’s business, operations and financial results. The duration and scope of a health epidemic or pandemic can be difficult to predict and depends on many factors, including the emergence of new variants and the availability, acceptance and effectiveness of preventative measures. An epidemic or pandemic, as well as the subsequent response by government and private actors to such health crises could result in a materially adverse effect on the Company’s business, operations and financial condition. Pandemics and other public health crises may lead to risks to employee health and safety and may result in a slowdown or temporary suspension of any exploration, development or operations activities at the Company’s mineral properties. The conduct of exploration and development programs of the Company may be impacted or delayed due to limitation on employee mobility, travel restrictions and shelter-in-place orders, which may restrict or prevent the Company’s ability to access its mineral properties. Any such limitations, restrictions and orders may have a material adverse effect upon ongoing exploration and development programs at the Company’s mineral properties.

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.

Global financial conditions may negatively impact its operations, ability to obtain financing 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 the 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 the 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 the Common Shares at any given point in time may not accurately reflect Meridian’s long-term value.

Additional financing and issuances of securities may result in dilution to the Company’s shareholders.

The Company may sell equity securities in public or private offerings (including through the sale of securities convertible into equity securities) and may issue additional equity securities to finance operations, exploration, development, acquisitions or other projects through such financing activities or pursuant to existing or future contractual obligations. The Company cannot predict the size of future issuances of equity securities or the size and terms of future issuances of debt instruments or other securities convertible into equity securities or the effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the Common Shares. Any transaction involving the issuance of previously authorized but unissued Common Shares, or securities convertible into Common Shares, would result in dilution, possibly substantial, to security holders. Based on the need for additional capital to fund expected expenditures and growth, the Company may issue additional securities to provide such capital. Such additional issuances may involve the issuance of a significant number of Common Shares at prices less than the current market price for the Common Shares. Sales of substantial amounts of the Company’s securities, or the availability of such securities for sale, could also adversely affect the prevailing market prices for the Company’s securities and dilute investors’ earnings per share.

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 an 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.

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. See “ Risk Factors ”.

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.sedarplus.ca.

Authorized Share Capital

Meridian’s authorized share capital consists of an unlimited number of ordinary shares (common shares) with a par value of €0.01. As of the date of this AIF, an aggregate of 350,996,505 Common Shares are issued and outstanding.

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 an omnibus incentive plan (the “Omnibus Plan”) which was approved by the Company’s shareholders at the annual and special general meeting of shareholders held on June 28, 2022. The policies of TSX require that all unallocated options, rights and other entitlements under the Omnibus Plan be approved by the shareholders every three years.

The Omnibus Plan comprises up to eight percent (8%) of stock options and an aggregate of up to two percent (2%) pursuant to restricted share units (“RSUs”) and deferred share units (“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 Plan.

As of the date of this AIF, the Company had outstanding obligations to issue up to 17,219,307 Common Shares in respect of stock options, nil RSUs or DSUs and 1,831,980Common Shares in respect of broker warrants.

MARKET FOR SECURITIES

Trading Price And Volume

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 TSX for the periods indicated. The trading prices and volume data were obtained from stockwatch.com.

	Price Per Common Share	Price Per Common Share
Month	High (CAD )	Low (CAD )	Volume
December 2024	0.47	0.365	3,124,395
November 2024	0.48	0.385	16,752,125
October 2024	0.47	0.395	5,727,537
September 2024	0.455	0.33	6,107,290

August 2024	0.445	0.345	5,138,965
July 2024	0.485	0.39	4,521,827
June 2024	0.57	0.41	4,330,283
May 2024	0.61	0.44	9,792,114
April 2024	0.48	0.34	12,911,295
March 2024	0.415	0.325	5,141,975
February 2024	0.355	0.28	2,663,415
January 2024	0.4075	0.3075	3,815,457

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
March 25,2025	Common Shares(1)	75,465	0.50
March 21,2025	Common Shares(1)	288,190	0.50
March 20,2025	Common Shares(3)	21,538	0.45
March 20,2025	Common Shares(1)	712,725	0.50
March 17,2025	Common Shares(1)	945,733	0.35
February19,2025	Common Shares(2)	44,187,432	0.39
December 12,2024	Common Shares(1)	28,745	0.35
December 11,2024	Common Shares(1)	37,575	0.35
October 22,2024	Common Shares(3)	1,938,947	0.07
October 16,2024	Common Shares(1)	75,151	0.35
October 10,2024	Common Shares(3)	1,590,931	0.07
October 9,2024	Common Shares(3)	303,029	0.07
October 3,2024	Common Shares(3)	397,732	0.07
September 6,2024	Common Share(3)	37,287	0.07
May16,2024	Common Shares(1)	358,782	0.35
April 29,2024	Options(4)	600,000	0.46
April 9,2024	Warrants(5)	2,101,628	0.35
April 9,2024	Common Shares(5)	57,500,000	0.35
February28,2024	Options(4)	180,000	0.50

Note:

(1) Issued in connection with the exercise of broker warrants

(2) Issued in connection with the closing of the 2025 Private Placement.

(3) Issued in connection with the exercise of options previously granted.

(4) Options granted for five years from the date of issuance.

(5) Issued in connection with the closing of the 2024 Public Offering.

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	Duration and Term of Office	Number of Common Shares Owned
Donald Bruce McLeod(1)(3)(5) British Columbia, Canada Non-Executive Chairman and Director	Mr. McLeod is a Mining Engineer with over 35 years of experience in all areas of the mining industry. Mr. McLeod served as President, CEO and director of Sabina Gold & Silver Corp. from February 2015, until Sabina was acquired by B2Gold Corp. in April 2023. Since November 2023, Mr. McLeod also serves as a director of Dundee Corporation.	Director since October 27, 2023	900,000(6)
Gilbert Clark(5) Le Rouret, France Chief Executive Officer and Director	Mr. Clark served as the Company’s Executive Chairman from January 2021 until June 2023. Prior to that, Mr. Clark was a partner with Sentient Equity Partners and a Senior Investment Advisor and Director at Sentient Asset Management Canada.	Officer and Director since June 29, 2018	4,215,809
Dr. Adrian McArthur(5) Brisbane, Australia President and Director	Dr. McArthur is the President 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.	Officer and Director since July 20, 2020	1,065,890
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. Since 2003 she specialized in private equity funds and founded her own company in 2006. She then served as a director of the Meridiam Infrastructure Funds Group, The Sentient Group and various companies within The Sentient Group. In 2023, Ms. Sesselmann was also appointed to the board of directors of Cargo sous terrain, a Swiss logistics company. Ms. Sesselmann holds a Master’s degree in Languages (French and Spanish) from the University of Innsbruck, Austria.	Director since October 27, 2021	137,000
John Skinner(1) (4) 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 from 1983- 1998 and Canaccord Capital from 2000-2009. With a focus primarily on mining, John helped build, finance, and advise a significant number of successful ventures. In 2004 John co- founded Painted Rock Estate Winery. When the 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.	Director since January 20, 2021	5,081,166(7)
Douglas Ford(1) (2) (3) (4) British Columbia, Canada Director	Mr. Ford brings over 35 years of board and management experience with public and private companies in governance, compliance, due diligence, financial reporting and corporate finance over a variety of industries from mineral and energy exploration/development to biotechnology, new technologies and emerging businesses in Canada, the United States and Europe. Mr. Ford serves as Managing Director of Dockside Capital Group Inc., a family-office involved in venture capital investing and merchant banking, and as CEO and a director of Waverunner Capital Inc. (formerly, Chemistree Technology Inc.), a venture capital investment company. Mr. Ford has also been a director and member of various audit, compensation, corporate governance andnominating committees ofother	Director since July 11, 2023	501,000

Name, Province or State and Country of Residence	Principal Occupation	Duration and Term of Office	Number of Common Shares Owned
	public-listed mineral exploration companies. Mr. Ford holds a BA in Political Science from the University of British Columbia.
Neil Gregson(1) (2) (4) (5) Leicestershire, United Kingdom Director	Mr. Gregson has over 30 years’ experience of investing in mining and oil and gas companies. From 2010 to 2020 he was a Managing Director at J.P. Morgan Asset Management where, as a member of the equity team, Mr. Gregson was a portfolio manager investing in mining and energy companies globally. Mr. Gregson holds a Diploma in Business Management from Damelin College, Johannesburg and a Mine Managers Certificate of Competency, South Africa. Mr. Gregson is also a director of Atalaya Mining Plc and Uranium Royalty Corp.	Director since October 9, 2023	12,000
Soraia Morais Santa Catarina, Brazil Chief Financial Officer	Ms. Morais is a Chartered Professional Accountant with over 25 years of experience in accounting and financial management. Ms. Morais 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. Ms. Morais is a dual citizen of Canada and Brazil and fluent in English and Portuguese, with working knowledge of Spanish. Ms. Morais has a University of British Columbia Diploma in Accounting and a Bachelor of Accounting Sciences from Pernambuco Federal University, Brazil.	Officer since April 20, 2022	15,000
David Halkyard London, England Senior Vice President - Finance	Mr. Halkyard has more than 20 years’ experience in mining- focussed banking and investment management, including senior roles at Resource Capital Funds, Bank of Montreal and Société Générale. Mr. Halkyard has been involved in the origination, structuring, and execution of a wide range of mining debt transactions globally, supporting numerous companies into production. Mr. Halkyard holds an MSc (Hons) in Mineral Project Appraisal from Imperial College London and a BSc (Hons) in Exploration Geology from Cardiff University.	Officer since March 10, 2025	Nil
Martin McFarlane Melbourne, Australia Senior Vice President – Strategy & Projects	Mr. McFarlane has more than 30 years resources experience primarily with major resource companies, including working as liaison with key stakeholders to achieve strategic goals including government, company boards, shareholders, communities, indigenous groups, nongovernment organisations and industry groups. Mr. McFarlane has broad and deep exposure to all major resource industry activities including corporate communications, exploration, mine development, mining operations, smelting, safety and environment, finance, sales and marketing, strategy, mergers & acquisitions and business restructuring with international experience in Australia, North and South Americas, Europe and Asia.	Officer since January 30, 2023	111,276
James McLucas London, England Senior Vice President – Corporate Development	Mr. McLucas has over 15 years experience in investment banking focused on the mining sector. Mr. McLucas has led global transactions through origination, valuation, structuring and execution. Focusing on raising equity and debt capital for TSX / ASX / LSE and private companies, funding companies from discovery, through development and into production.	Officer since January 30, 2023	251,282
Mariana Bermudez British Columbia, Canada Corporate Secretary	Self-employed with over 18 years experience as a corporate secretary, primarily in junior mining companies. Ms. Bermudez has extensive experience in providing corporate secretarial, governance, compliance, and disclosure consulting services to various Canadian public-listed issuers on TSX, TSXV, ASX, OTCMarkets, NYSE-MKT and Nasdaq First North.	Officer since February 23, 2022	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) Member of the Safety, Sustainability and Technical Committee.
(6) Of these Common Shares, 600,000 are held indirectly by Mr. McLeod through 538800 BC Ltd., a private company.
(7) 1,164,500 Common Shares are held personally and 3,916,666 are beneficially held in the name of Patricia Skinner.

The term of office for each of the Company’s directors will expire at the next annual general meeting of the Company.

The Board has established four committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Safety, Sustainability and Technical Committee. Detailed information regarding the Audit Committee is annexed as Appendix “A” to this AIF. The composition of the various committees as at December 31, 2024, is set forth in the preceding table.

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 12,290,423 Common Shares or 3.50% 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.

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 seven directors (one of five independent directors) is a woman (14% of the Board) and two of six executives who report to the Company’s Chairman are women (33% of executives). 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

To the best of the Company’s knowledge, no director or executive officer of the Company is, as at the date of the AIF, or has been, within 10 years before the date of this AIF, a director, chief executive officer or chief financial officer of any company (including the Company), that, while that person was acting in that capacity: (a) was the subject of a cease trade or similar order, or an order that denied the other relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days (an “Order”); or (b) was subject to an Order that

was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in such capacity.

Other than as disclosed in this AIF, to the best of the Company’s knowledge, 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 has, within the ten years preceding the date of this AIF, been a director or officer of any company that, while the person was acting in this capacity or within a year of ceasing to act in this capacity, has 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.sedarplus.ca 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 three directors, Douglas Ford (Chair), Susanne Sesselmann and Neil Gregson. 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:

Douglas Ford

Mr. Ford is based in West Vancouver, British Columbia, and is an accomplished senior-level executive with over 35 years domestic/international investment experience, governance, compliance, due diligence, financial reporting and corporate finance over a variety of industries from mineral and energy exploration/development to biotechnology, new technologies and emerging businesses in Canada, the United States and Europe. Mr. Ford serves as Managing Director of Dockside Capital Group Inc., a family-office involved in venture capital investing and merchant banking, and as CEO and a director of Waverunner Capital Inc. (formerly, Chemistree Technology Inc.), a venture capital investment company. Mr. Ford has also been a director and member of various audit, compensation, corporate governance and nominating committees of other public-listed mineral exploration companies. Doug holds a BA in Political Science from the University of British Columbia.

Susanne Sesselmann

Ms. Sesselmann is based in Munich, Germany and has 20 years of international experience in banking with HVB Group (Unicredit), ten of which were in investment banking and project finance. Since 2003 she specialized in private equity funds and founded her own company in 2006. Ms. Sesselmann was appointed an independent Director to the Board of the Meridiam 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. In 2023, Ms. Sesselmann was also appointed to the board of directors of Cargo sous terrain, a Swiss logistics company. Ms. Sesselmann holds a master’s degree in Languages (French and Spanish) from the University of Innsbruck, Austria.

Neil Gregson

Mr. Gregson is based in Leicestershire, United Kingdom, and brings over 30 years of experience of investing in mining and oil and gas companies. From 2010 to 2020, Mr. Gregson was a Managing Director at J.P. Morgan Asset Management where, as a member of the equity team, he was a portfolio manager investing in mining and energy companies globally. Mr. Gregson holds a Diploma in Business Management from Damelin College, Johannesburg (1988) and a Mine Managers Certificate of Competency, South Africa (1985). Mr. Gregson also serves as a director and committee member of other public listed companies including Atalaya Mining Plc and Uranium Royalty Corp.

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, 2024, 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

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-Audit Services ), Section 3.2 of NI 52-110 ( Initial Public Offerings ), Section 3.3(2) of NI 52-110 ( Controlled Companies ), Section 3.4 of NI 52-110 ( Events Outside Control of Member ), Section 3.5 of NI 52-110 ( Death, Disability or Resignation of Audit Committee Member ), Section 3.6 of NI 52-110 ( Temporary Exemption for Limited and Exceptional Circumstances ) or Section 3.8 of NI 52-110 ( Acquisition of Financial Literacy ), or an exemption from NI 52- 110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions).

External Auditor Service Fees

The aggregate fees, in USD, billed by the Company’s external auditor in the fiscal years ended December 31, 2024 and 2023 by category, are as follows:

	Year Ended December 31, 2024	Year Ended December 31, 2024	Year Ended December 31, 2023	Year Ended December 31, 2023

Audit Fees Audit Related Fees Tax Fees Total Fees Billed		$ 280,556 Nil Nil $ 280,556		$ 288,754 Nil Nil $ 288,754

Audit Fees

Audit fees were for professional services rendered by KPMG LLP for the audit of the Company’s consolidated annual financial statements and services provided in connection with regulatory filings. The audit fees include out of pocket costs such as reimbursement costs, technology and support charges or administrative charges incurred in connection with providing the professional services.

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).

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 the Company is or was a party to, or that any of its properties is or was the subject of, during the financial year ended December 31, 2024.

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

The Company’s registrar and transfer agent is Computershare Investor Services Inc. The registers of transfers of the Company’s securities are held in Vancouver, British Columbia and Toronto, Ontario.

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 Cabaçal Agreement described in the section “ General Development of the Business ”, 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 NI 51-102 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 in Canada, 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

Mr. Erich Marques, B.Sc., MAIG, Chief Geologist of the Company, is a non-independent Qualified Person as defined by NI 43-101, and is responsible for the preparation, review, and approval of any scientific or technical information in this AIF and certain public disclosure of the Company, not including technical information included in the 2025 PFS.

To the knowledge of the Company, each of the aforementioned independent Qualified Person 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.sedarplus.ca, including additional financial information provided in Meridian’s financial statements and management’s discussion and analysis for the financial year ended December 31, 2024.

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.sedarplus.ca.

A-1

APPENDIX “A”

AUDIT COMMITTEE CHARTER

This Charter sets forth the purpose, composition, responsibilities and authority of the Audit Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of Meridian Mining UK (“ Meridian ” or the “ Company ”).

1 MANDATE

The primary function of the audit committee (the " Committee ") is to assist the Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting processes. The Committee's primary duties and responsibilities are to:

(a) Serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements.
(b) Review and appraise the performance of the Company's external auditors.
(c) Provide an open avenue of communication among the Company's auditors, financial and senior management and the Board.

2 AUTHORITY

2.1 The Board authorizes the Committee, within the scope of its responsibilities, to seek any information it requires from any employee and from external parties, to obtain outside legal or professional advice and to ensure the attendance of Company officers at meetings, as the Committee deems appropriate.
2.2 The Committee shall receive appropriate funding, as determined by the Committee, for payment of compensation to the external auditors and to any legal or other advisers employed by the Committee, and for payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

3 COMPOSITION, PROCEDURES AND ORGANIZATION

3.1
The Committee will be comprised of at least three members of the Board.
3.2 Each member shall:
(a) be “independent” as defined in accordance with Canadian Multilateral Instrument 52-110 – Audit Committee; and
(b) be “financially literate” or become “financially literate” within a reasonable period of time following his or her appointment. For the purposes of the Audit Committee Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.
3.3 The members of the Committee shall be elected by the Board annually at its first meeting following the annual shareholder’s meeting. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

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3.4 A member shall cease to be a member of the Committee upon ceasing to be a director of the Company.
3.5 The Committee shall meet a least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the CFO and the external auditors.
3.6 Forty-eight (48) hours advance notice of each meeting will be given to each member by telephone, or email, unless all members are present and waive notice, or if those absent are deemed to have waived notice before or after a meeting. Members may attend all meetings either in person, by telephone or via video call.
3.7 The Chairman, if present, will act as the chairman of meetings of the Committee. If the Chairman is not present at a meeting of the Committee, the members in attendance may select one of their number to act as chairman of the meeting.
3.8 A majority of members will constitute a quorum for a meeting of the Committee. Each member will have one vote and decisions of the Committee will be made by an affirmative vote of the majority. The Chairman will not have a deciding or casting vote in the case of an equality of votes. Powers of the Committee may also be exercised by written resolutions signed by all members. A member will be deemed to have consented to any resolution passed or action taken at a meeting of the Committee unless the member dissents.
3.9 The Committee will invite the external auditors, management and such other persons to its meetings as it deems appropriate. However, any such invited persons may not vote at any meetings of the Committee.
3.10 A record of the minutes of, and the attendance at, each meeting of the Committee shall be kept. The approved minutes of the Committee shall be filed in the Company’s Minute Book.
3.11 The Committee shall report to the Board on all proceedings and deliberations of the Committee, as the Chairman of the Committee deems it appropriate.
3.12 The Committee will have access to such officers and employees of the Company and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

4 ROLES AND RESPONSIBILITIES

To fulfill its responsibilities and duties, the Committee shall:

4.1 Documents/Report Review:
(a) Review the Company's financial statements, MD&A, annual information forms, and any annual and interim earnings press releases before the Companies publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion or review rendered by the external auditors and the Company’s public disclosure of financial information extracted or derived from its financial statements.

4.2 External Auditors:

(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company.
(b) Recommend to the Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

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(c) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.
(d) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditors.
(e) Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.
4.3 Financial Reporting Processes:
(a) In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.
(b) Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.
(c) Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management.
(d) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
(e) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
(f) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
(g) Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company.
(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
(i) Review certification process.
(j) Review and be satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, MD&A, annual information form and any annual and interim earnings press releases and periodically assess the adequacy of those procedures.
(k) Establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters.
(l) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
(m) Review any related-party transactions and accuracy of public disclosure of such transactions.

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5 GENERAL

In addition to the foregoing, the Committee will:

(a) assess the Committee’s performance of the duties specified in this charter and report its finding(s) to the Board;
(b) review and assess the adequacy of this charter at least annually and recommend any proposed changes to the Board for approval; and
(c) perform such other duties as may be assigned to it by the Board from time to time or as may be required by any applicable stock exchanges, regulatory authorities or legislation.

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Meridian Mining — Annual Report 2024

47387_rns_2025-03-31_bb6d9fc7-cbb5-4a0e-a183-7a591a4f9595.pdf

MERIDIAN MINING UK SOCIETAS

Annual Information Form

TABLE OF CONTENTS

GLOSSARY OF TERMS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

QUALIFIED PERSONS

CURRENCY

CORPORATE STRUCTURE

The Company

Background

Intercorporate Relationships

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

Recent Developments

Cabaçal Project - Mato Grosso

Corporate

Non-Brokered Private Placement

Financial year ended December 31, 2024

Cabaçal Project - Mato Grosso

Santa Helena Project – Mato Grosso

Bought Deal Public Offering

Non-Core Project – Espigão do Oeste, Rondônia

Financial year ended December 31, 2023

Corporate

Bought Deal Public Offering

Financial year ended December 31, 2022

Ariquemes Project, Rondônia

Exploration - Mato Grosso

Corporate

Brokered Private Placement

BUSINESS AND INDUSTRY

General

Specialized Skills and Knowledge

Competitive Conditions

Employees

Foreign Operations

Cycles

Health, Safety & Environmental

TECHNICAL INFORMATION

RISK FACTORS

Risks Relating to the Business of Meridian

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

Mineral resource and mineral reserve estimates.

Meridian may be adversely affected by fluctuations in metal prices.

Prefeasibility Study risks

Operations in Brazil and Regulatory Requirements.

Information Technology

Meridian is subject to significant governmental regulations.

Permits, licenses and approvals.

Increases in energy costs or the interruption of energy supply may adversely affect plans for future mining operations.

Risks Inherent in Acquisitions.

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

Meridian may be subject to litigation.

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

Climate Change.

Infrastructure.

Health epidemics or pandemics.

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

Global financial conditions may negatively impact its operations, ability to obtain financing and share pricing.

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

Repatriation of Earnings.

Termination of mining concessions.

Compliance with anti‐corruption laws.

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

Meridian Mining Annual Report 2024