Meridian Mining — Capital/Financing Update 2021

Oct 19, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

Meridian Mining UK Societas (“Meridian” or the “Company”)
6th Floor
65 Gresham Street
London, EC2V 7NQ
United Kingdom

1. Date of Material Change

October 19, 2021.

1. News Release

A news release disclosing the material change was issued by the Company through CNW, on October 19, 2021. 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 brokered private placement of 14,835,000 common shares (the “Shares”) at a price of $0.70 per Share, for gross proceeds of $10,384,500.

5.1 Full Disclosure of Material Change

The Company is pleased to announce that it has closed its previously announced brokered private placement of 14,835,000 Shares at a price of $0.70 per Share, for gross proceeds of $10,384,500 (the “Offering”).

Beacon Securities Limited acted as lead agent and sole bookrunner on behalf of a syndicate of agents which included PI Financial Corp., CIBC World Markets Inc. and Cormark Securities Inc. (collectively, the “Agents”). In connection with the Offering, the Agents received a cash commission in an amount equal to 6% of the gross proceeds from the Offering, excluding proceeds from the Company’s president’s list, which was not subject to any commission.

The net proceeds from the Offering will be used to advance the Company’s camp scale Cabaçal VMS Copper-Gold-Silver Project in Mato Grosso, Brazil, and for working capital and general corporate purposes.

The Shares issued pursuant to the Offering are subject to a statutory hold period expiring on February 20, 2022. The Offering remains subject to final acceptance by the TSX Venture Exchange (the “TSXV”).

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2

The Offering included a subscription from a director and officer of the Company for an aggregate of 72,000 Shares. The issuance of Shares to a director and officer of the Company, pursuant to the Offering, is considered a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the formal valuation and minority approval requirements in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of these related party transactions on the basis that the fair market value (as determined under MI 61-101) of the transactions do not, in aggregate, exceed 25% of the market value of the Company.

5.2 Restructuring Transaction

Not applicable.

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

Not applicable.

7. Omitted Information

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

8. Executive Officer

For further information, contact:

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

9. Date of Report

October 19, 2021.