Meridian Mining — Capital/Financing Update 2022

Dec 30, 2022

Form 51-102F3
MATERIAL CHANGE REPORT

Item 1: Name and Address of Issuer

Meridian Mining UK Societas (the "Company")
6th Floor, 65 Gresham Street
London EC2V 7NQ United Kingdom
Phone: +1 (778) 715-6410 (PST)

Item 2: Date of Material Change

December 30, 2022

Item 3: News Release

A news release disclosing the material change was issued by the Company through Accesswire on December 30, 2022 and filed via SEDAR on www.sedar.com.

Item 4: Summary of Material Change

On December 30, 2022, the Company closed its previously announced brokered private placement financing of common shares in the capital of the Company (the "Common Shares") at C$0.35 per Common Share for gross proceeds of C$5,862,549.70 pursuant to an offering document under Part 5A of National Instrument 45-106 – Prospectus Exemptions ("Listed Issuer Financing Exemption") dated November 28, 2022.

Item 5.1 Full Description of Material Change

On December 30, 2022, the Company closed the brokered private placement previously announced on November 28, 2022 and December 7, 2022, for gross proceeds to the Company of C$5,862,549.70 under the Listed Issuer Financing Exemption (the "Offering") pursuant to the terms of the agency agreement dated December 30, 2022 (the "Agency Agreement") between the Company and the Agents (as defined below). Pursuant to the 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 C$0.35 per Common Share. Pursuant to the terms of the Agency Agreement, the Agents received a 6% cash commission on the gross proceeds of the Offering and the Company also issued to the Agents compensation options (the "Compensation Options"), representing 3% of the Common Shares issued under the Offering, with each Compensation Option exercisable for one Common Share at an exercise price of C$0.35 for a period of two years following the closing, subject to adjustment in certain events.

Certain insiders of the Company participated in the Offering and purchased an aggregate of 3,007,142 Common Shares. Participation of such insiders in the Offering constituted a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities issued to the insiders nor the consideration paid by the insiders exceeded 25% of the Company's market capitalization. None of the Company's directors expressed any contrary views or disagreements with respect to the foregoing. The Company did not file a material change report 21

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days prior to the closing of the Offering as the details of the participation of the insiders of the Company had not been confirmed at that time.

The Company intends to use the net proceeds of the Offering for the completion of the Cabaçal Project Preliminary Economic Assessment ("PEA"), the Cabaçal Project exploration program, property payment pursuant to the Cabaçal Purchase Agreement, general corporate and administration costs, and general working capital, each as further described in the offering document filed by the Company on November 28, 2022 in respect of the Offering.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

Item 7: Omitted Information

No significant facts have been omitted from this report.

Item 8: Executive Officer

Please contact Mariana Bermudez, Corporate Secretary, telephone: +1 (778) 715-6410 (PST).

Item 9: Date of Report

Dated this 30th day of December, 2022.