Meridian Mining — Capital/Financing Update 2020

Jul 25, 2020

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

Meridian Mining Societas Europea (“Meridian” or the “Company”)
Suite 488 – 1090 West Georgia Street
Vancouver, BC V6E 3V7

1. Date of Material Change

July 15, 2020.

1. News Release

A news release disclosing the material change was issued by the Company through CNW, on July 15, 2020. A copy of the news release has been filed on SEDAR with the securities commissions in British Columbia and Alberta and is available at www.sedar.com.

1. Summary of Material Change

The Company is pleased to announce that it has closed its previously announced non brokered private placement of 46,766,666 units (the “Units”) at a price of C$0.075 per Unit, for gross proceeds of C$3,507,499.95 (the “Placement”).

5.1 Full Disclosure of Material Change

The Company is pleased to announce that it has closed its previously announced Private Placement. The Company issued in aggregate a total of 46,766,666 Units at a price of C$0.075 per Unit for gross proceeds of C$3,507,499.95. The Units consist of a common share (each a “Common Share”) and a non-transferable common share purchase warrant (each a “Warrant”). Each Warrant entitles the holder to purchase one additional Common Share for a period of 24 months from closing at a price of C$0.11.

Proceeds from the Units will be used for advancing the Espigão copper gold polymetallic advanced exploration project, exploration and resource manganese delineation programs at Mirante da Serra and general working capital.

All securities issued in connection with the Placement, including any Common Shares issued upon exercise of the Warrants, are subject to a four month restricted resale period that expires on November 16, 2020.

A finder’s fee was paid in connection with the Placement to finders that include Haywood Securities Inc., and LHC Mine Finance Ltd (London) (collectively the “Finders”), that

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consisted of cash fees in the aggregate amount of C$115,279.50. These fees were based on the number of Units sold to investors introduced by Finders (83.67% of the total equity raised). In addition, a total of 1,962,060 compensation units have been issued to the finders. Each compensation unit is exercisable at a price of C$0.075 into one common share and one share purchase warrant until July 15, 2022. Each warrant exercisable into once common share at a price of C$0.11 until July 15, 2022.

With the closing of the Placement the agreements related to the conversion of debt and surrender of equity by Sentient Global Resource Fund IV L.P. (“Fund IV”) and the conversion of a loan with The Sentient Group (“TSG”) will now be completed. The Company also wishes to announce that it has received TSX Venture Exchange conditional acceptance for the conversion of the TSG debt at a price of C$0.30. Pursuant to the debt conversion agreements, the Company will issue 5,958,540 Common Shares to Fund IV and 5,910,602 Common Shares to TSG. In addition, Fund IV has agreed to surrender 141,011,304 Common Shares to the Company to reduce its shareholding interest in the Company to less than 10% of the issued and outstanding Common Shares on an undiluted basis.

The strong interest from new sophisticated investors, both local and international and the uptake by many of the existing shareholders has meant that the Placement was fully subscribed and quickly achieved. This triggers important conditions within existing agreements that will have a material benefit to the Company’s balance sheet and capital table. The now accepted conversion price of the TSG loan of C$0.30 per common share is a 400% premium to the capital raise pricing of C$0.075 per Unit. Over the coming days the procedure for the Fund IV share surrender and issuance of the Placement’s Units will be co-ordinated so that it occurs sequentially. Insiders of Meridian, including Gilbert Clark, Charles Riopel and Adrian McArthur, Directors and/or Officers of Meridian, have participated in the Placement.

Certain officers and directors of the Company participated in the Placement, which constitutes a ‘related party transaction’” for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is exempt from the valuation and minority approval requirements of MI 61-101 by virtue of the fact that the Company is not listed on a specified market set out in section 5.5(b) of MI 61-101 and the value of Units subscribed for by such officers and directors is less than C$2,500,000 in accordance with the requirements of section 5.7(b) of MI 61-101.

5.2 Restructuring Transaction

Not applicable.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

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1. Omitted Information

No information has been omitted on the basis that it is confidential information.

1. Executive Officer

For further information, contact:

Soraia Morais, Chief Financial Officer (778) 715 6410.

1. Date of Report

July 24, 2020.