Meridian Mining — Capital/Financing Update 2023

Feb 14, 2023

A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in British Columbia, Alberta and Ontario, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the securities regulatory authorities.

This preliminary short form prospectus is a base shelf prospectus. This preliminary short form base shelf prospectus has been filed under legislation in British Columbia, Alberta and Ontario that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This preliminary short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. These securities may not be offered or sold in the United States except in transactions exempt from registration under the U.S. Securities Act and under the securities laws of any applicable state and this preliminary short form base shelf prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in the United States. See "Plan of Distribution".

Information has been incorporated by reference in this preliminary short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request, without charge, from the Corporate Secretary of Meridian Mining UK Societas at c/o Suite 1305 - 1090 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3V7, telephone: 1 (778) 715 6410 (PST), Email: info@meridianmining.co and are also available electronically at www.sedar.com

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

NEW ISSUE

February 13, 2023

MERIDIAN

MINING

MERIDIAN MINING UK SOCIETAS

$100,000,000

Common Shares

Warrants

Units

Meridian Mining UK Societas ("Meridian" or the "Company") may offer and sell, from time to time, common shares of the Company ("Common Shares"), warrants to purchase Common Shares ("Warrants") or any combination of the Common Shares and Warrants ("Units") (all of the foregoing collectively, the "Securities") up to an aggregate offering price of $100,000,000 (or the equivalent thereof, at the date of issue, in any other currency or currencies, as the case may be) in one or more transactions at any time during the 25-month period that this preliminary short form base shelf prospectus (including any amendments hereto) (the "Prospectus"), remains effective. Securities offered hereby may be offered separately or together, in separate series, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying prospectus supplement (a "Prospectus Supplement"). In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by us or one of our subsidiaries. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of among other things, Securities, cash and assumption of liabilities.

The specific terms of the Securities with respect to a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable (i) in the case of Common Shares, the number of Common Shares offered, the offering price, whether the Common Shares are being offered for cash, and any other terms specific to the Common Shares being offered, (ii) in the case of Warrants, the number of such Warrants offered, the offering price, whether the Warrants are being offered for cash, the designation, the number and the terms of the Common Shares purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, the dates and periods of exercise, the currency in which the Warrants are issued and any other terms specific to the Warrants being offered, and (iii) in the case of Units, the designation, number and terms of the Common Shares or Warrants comprising the Units.

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The sale of Common Shares may be effected from time to time in one or more transactions at non-fixed prices pursuant to transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions (“NI – 44-102”), including sales made directly on the Toronto Stock Exchange (the “TSX”) or other existing trading markets for Common Shares, and as set forth in a Prospectus Supplement for such purpose. This Prospectus may qualify “at-the-market distributions”. See “Plan of Distribution”.

All shelf information permitted under applicable securities laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in such jurisdictions. We may offer and sell Securities to, or through, underwriters or dealers purchasing as principals, directly to one or more other purchasers, or through agents pursuant to applicable statutory exemptions.

The Company may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through applicable statutory exemptions, or through agents designated by the Company from time to time. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged in connection with the offering and sale of the Securities, as well as the method of distribution and the terms of the offering of such Securities, including the net proceeds to the Company and, to the extent applicable, any fees, discounts, concessions or any other compensation payable to underwriters, dealers or agents and any other material terms. See “Plan of Distribution”.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices, including sales in transactions that are deemed to be “at-the-market” distributions as outlined in NI 44-102. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers is less than the gross proceeds paid by the underwriter, dealer or agent to the Company. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.

In connection with any offering of Securities (other than an “at-the-market distribution” (as defined in NI 44-102)), unless otherwise specified in a Prospectus Supplement, the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters’, dealers’ or agents’ over-allocation position acquires those securities under this Prospectus and the Prospectus Supplement relating to the particular offering of Securities, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. See “Plan of Distribution”.

No underwriter or dealer involved in an “at-the-market distribution” under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such underwriter or dealer will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

Our Common Shares are listed and posted for trading on the TSX under the symbol “MNO”, on the OTCQB Venture Market (“OTCQB”) under the trading symbol “MRRDF” and on the Frankfurt Stock Exchange (“FRA”) under the symbol “2MM”. On February 10, 2023, the last trading day of the Common Shares prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was $0.355. Unless otherwise specified in the applicable Prospectus Supplement, the Warrants and the Units will not be listed on any securities exchange. There is no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell these Securities purchased under this Prospectus. This may affect the pricing of these Securities in the secondary market, the transparency and availability of trading prices, the liquidity of these Securities, and the extent of issuer regulation. See “Risk Factors”.

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Prospective investors should be aware that the acquisition of the Securities may have tax consequences that may not be fully described in this Prospectus or in any Prospectus Supplement, and should carefully review the tax discussion, if any, contained in the applicable Prospectus Supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.

Investing in the Securities involves significant risks. Prospective investors should carefully consider the risk factors described under the heading "Risk Factors" in this Prospectus, in the applicable Prospectus Supplement with respect to a particular offering and in the documents incorporated by reference herein and therein. See "Cautionary Note Regarding Forward-Looking Information" in this Prospectus, as well as "Risk Factors" in this Prospectus and other risk factors included in the documents incorporated by reference herein which are available electronically at www.sedar.com.

No underwriter has been involved in the preparation of this Prospectus or performed any review of the content of this Prospectus.

Our head office is located at 6th Floor, 65 Gresham Street, London, EC2V 7NQ, United Kingdom. Our registered and records office is located at 6th Floor, 65 Gresham Street, London, EC2V 7NQ, United Kingdom.

Gilbert Clark, Adrian McArthur, Susanne Sesselmann and Mark Thompson are each directors of the Company and reside outside of Canada. Although Gilbert Clark, Adrian McArthur, Susanne Sesselmann and Mark Thompson have appointed Osler, Hoskin & Harcourt LLP at Suite 1700, Guinness Tower, 1055 West Hastings Street, Vancouver, B.C. V6E 2E9 as their agent for service of process in Canada, investors are advised that it may not be possible for investors to enforce judgments obtained in Canada against Mr. Clark, Mr. McArthur, Mr. Thompson and Ms. Sesselmann, even though they have appointed an agent for service of process.

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TABLE OF CONTENTS

Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ...1
DOCUMENTS INCORPORATED BY REFERENCE ...2
THE COMPANY ...4
USE OF PROCEEDS ...5
CONSOLIDATED CAPITALIZATION ...5
PLAN OF DISTRIBUTION ...5
PRIOR SALES ...6
TRADING PRICE AND VOLUME ...6
DESCRIPTION OF COMMON SHARES ...6
DESCRIPTION OF WARRANTS ...6
DESCRIPTION OF UNITS ...7
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS ...8
RISK FACTORS ...8
LEGAL MATTERS ...9
TRANSFER AGENT AND REGISTRAR ...9
INTEREST OF EXPERTS ...9
INDEPENDENT AUDITOR ...10
PURCHASER’S STATUTORY RIGHTS ...10
PURCHASER’S CONTRACTUAL RIGHTS ...10
CERTIFICATE OF MERIDIAN MINING UK SOCIETAS ...C-1

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You should rely only on the information contained in or incorporated by reference in this Prospectus and any applicable Prospectus Supplement in connection with an investment in the Securities. We have not authorized anyone to provide you with different information. We are not making an offer of the Securities in any jurisdiction where such offer is not permitted. You should assume that the information appearing in this Prospectus or any Prospectus Supplement is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless specified otherwise or required by law. Our business, financial condition, results of operations and prospects may have changed since those dates.

In this Prospectus and any Prospectus Supplement, unless the context otherwise requires, the terms “we”, “our”, “us” and the “Company” refer to Meridian Mining UK Societas and our direct and indirect subsidiaries. References to dollars or “$” or “CAD”) are to Canadian currency unless otherwise indicated. References to “U.S. dollars”, “US$”, or “USD” are to United States dollars.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus, any Prospectus Supplement and the documents incorporated by reference herein contains “forward-looking information” which may include, but is not limited to, statements with respect to: the future financial or operating performance of the Company and its subsidiaries; our mineral projects including statements concerning our plans at the Cabaçal Project (as defined herein); the future price of metals; the estimation of mineral resources; the realization of mineral resource estimates; the timing and amount of estimated future production; costs of production; capital, operating and exploration expenditures; costs and timing of the development of new deposits; costs and timing of future exploration; requirements for additional capital; expected benefits of financings; dividend distribution; use of proceeds; government regulation of mining operations; environmental risks; reclamation expenses; title disputes or claims and limitations of insurance coverage; and the timing and possible outcomes of pending regulatory matters. Often, but not always, forward-looking statements can be identified by the use of words and phrases such as “plans”, “expects”, “budget”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements in this Prospectus under “Risk Factors” as well as those factors disclosed under “Risk Factors” in the Company’s AIF (as defined herein) and the Company’s Interim MD&A (as defined herein) which are incorporated by reference herein. Such risks and other factors include, among others, and without limitation: our business objectives and milestones; the future financial or operating performance of the Company and its subsidiaries; the estimation of mineral resources and the realization of mineral resource estimates; costs of capital, operating and exploration expenditures; costs and timing of future exploration; requirements for additional capital and availability of funding; actions taken by the Company’s lenders, creditors, shareholders, and other stakeholders to enforce their rights; actions taken against the Company by governmental agencies and securities and other regulators; potential direct or indirect operational impacts resulting from infectious diseases or pandemics, such as the COVID-19 pandemic; project feasibility and practicability; risks related to determining the validity of mineral property title claims; commodities prices; changes in laws and environmental laws and regulations; our expectations regarding certain of our future results, including, among others, revenue, expenses, expenditures, operations and use of future cash flow; risks related to the validity of mineral property claims; changes in laws and environmental laws and regulations; the Company having no assurance that all necessary permits will be issued or if issued, that they will be issued in a timely manner; the Company having no assurance that the ownership of licenses will not be subject to prior claims, agreements or transfers and that the rights of ownership will not be challenged or affected by undetected defects; general economic conditions; changes in financial markets; the impact of exchange rates; changes in taxation rates; political conditions and developments in countries in which the Company operates; changes in supply, demand and pricing of the metal commodities in which the Company hopes to find and successfully mine; the sufficiency of current working capital and the estimated cost and availability of funding for the continued exploration and development of the Company’s exploration properties; and other factors not currently viewed as material that could cause actual results to differ materially from those described in the forward-looking statements. If any of these risks or uncertainties materialize, or if the opinions, estimates, or assumptions underlying the forward-looking statements prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking statements.

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Forward-looking statements are based, in part, on assumptions and factors that may change, thus causing actual results or achievements to differ materially from those expressed or implied by the forward-looking statements. Such factors and assumptions may include, but are not limited to: production costs; the geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis that are involved in the calculation of mineral reserves and mineral resources; expectations regarding industry trends, overall market growth rates and our growth rates and growth strategies; that there is no material deterioration in general business and economic conditions; the long-term impact of COVID-19 on our business, financial position, results of operations and/or cash flows; that there is no unanticipated fluctuation of interest rates and foreign currency exchange rates; that the supply and demand for, deliveries of, and the level and volatility of prices of precious and base metals, as well as oil and petroleum products develop as expected; that the Company 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 the Company 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 the Company 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 the Company'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 countries in which the Company operates do not occur; our ability to retain key personnel; and that the Company maintains its ongoing relations with its employees, affected communities, business partners and joint venturers.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. The Company provides no assurance that forward-looking information will prove to be accurate. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from any conclusions, forecasts or projections described in the forward-looking information. Forward-looking statements contained herein are made as of the date of this Prospectus and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results, except as may be required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in British Columbia, Alberta and Ontario (collectively, the "Commissions"). Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Company at c/o Suite 1305, 1090 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3V7, telephone 1 (778) 715 6410 (PST), email: info@meridianmining.co. These documents are also available through the internet on SEDAR, which can be accessed online at www.sedar.com.

The following documents of the Company, filed by the Company with the Commissions, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the amended and restated annual information form (the "AIF") of the Company dated effective as of June 2, 2022, for the financial year ended December 31, 2021;

(b) the annual audited consolidated financial statements of the Company as at and for the years ended December 31, 2021 and 2020, together with the notes thereto (the "Annual Financial Statements") and the independent auditors' report thereon;

(c) the management's discussion and analysis of financial condition and results of operations of the Company for the financial year ended December 31, 2021 (the "Annual MD&A");

(d) the management information circular of the Company dated May 16, 2022, with respect to the annual and special general meeting of shareholders held on June 28, 2022;

(e) the unaudited condensed consolidated interim financial statements of the Company as at September 30, 2022, and for the three and nine-month periods ended September 30, 2022 and 2021, together with the notes thereto (the "Interim Financial Statements");

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(f) the management’s discussion and analysis of financial condition and results of operations of the Company for the nine-month period ended September 30, 2022 (the “Interim MD&A”);
(g) the material change report dated September 26, 2022, announcing an initial Mineral Resource estimate for the Cabaçal Property 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;
(h) the 2022 Technical Report dated November 9, 2022, entitled “Independent Technical Report, Mineral Resource Estimate for the Cabaçal VMS deposit, Cabaçal Project, State of Mato Grosso, Brazil” (the “2022 Technical Report”);
(i) the management information circular of the Company dated December 2, 2022, with respect to the general meeting of shareholders held on December 30, 2022;
(j) material change report dated December 30, 2022, announcing the closing of an offering to raise $5,862,549.70, pursuant to which the Company sold 16,750,142 Common Shares at a price of C$0.35 per Common Share, pursuant to an offering document under Part 5A of National Instrument 45-106 – Prospectus Exemptions - Listed Issuer Financing Exemption; and
(k) the material change report of the Company filed on January 30, 2023, announcing 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.

Any document of the types referred to in the preceding paragraph (excluding press releases and confidential material change reports) or of any other type required to be incorporated by reference into a short form prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions that are filed by us with a Commission after the date of this Prospectus and prior to the termination of an offering under any Prospectus Supplement shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded.

A Prospectus Supplement containing the specific terms of an offering will be delivered to purchasers of such Securities together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement, but only for the purposes of the offering covered by that Prospectus Supplement.

Upon a new annual information form, and annual consolidated financial statements and the accompanying management’s discussion and analysis being filed by us with the applicable securities commissions or similar authorities in Canada during the period that this Prospectus is effective, the relevant sections of the previous annual information form, as applicable, and the previous annual consolidated financial statements and all interim financial statements and in each case the accompanying management’s discussion and analysis filed prior to the commencement of the financial year in which the new annual consolidated financial statements and the accompanying management’s discussion and analysis is filed, shall be deemed to no longer be incorporated into this Prospectus for purpose of future offers and sales of Securities under this Prospectus. Upon interim financial statements and the accompanying management’s discussion and analysis being filed by us with the applicable securities commissions or similar authorities in Canada during the period that this Prospectus is effective, all interim financial statements and the accompanying management’s discussion and analysis filed prior to such new interim financial statements and management’s discussion and analysis shall be deemed to no longer be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular for an annual meeting of shareholders being filed by us with the applicable securities commissions or similar authorities in Canada during the period that this Prospectus is effective, the relevant sections of the previous management information circular filed in respect of the prior annual meeting of shareholders, as applicable, shall

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no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

Reference to the Company's website in any documents that are incorporated by reference into this Prospectus do not incorporate by reference the information on such website into this Prospectus, and the Company disclaims any such incorporation by reference.

THE COMPANY

Meridian Mining UK Societas is currently engaged in the exploration and development of mineral deposits in Brazil through its two wholly owned subsidiaries Meridian Mineração Jaburi S.A. and Rio Cabaçal Mineração Ltda. The Company is currently focused on resource development of the Cabaçal VMS Copper-Gold Project (the "Cabaçal Project"), exploration in the Jaurú & Araputanga Greenstone belts located in the state of Mato Grosso and exploring the Espigão Copper-Gold polymetallic project located in the State of Rondônia, Brazil.

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

Intercorporate Relationships

Further information regarding the business of the Company or its operations and its mineral properties can be found in the Company's AIF and the materials incorporated by reference into this Prospectus. See "Documents Incorporated by Reference".

Recent Developments

On November 10, 2022, the Company announced that it had filed the 2022 Technical Report, which reported an initial mineral resource estimate for the Cabaçal Project of 52.9Mt @ 0.6g/t Au, 0.3% Cu and 1.4g/t Ag indicated resources plus 10.3Mt @ 0.7g/t Au, 0.2% Cu and 1.1g/t Ag inferred resources. The reader is cautioned that mineral resources are not reserves and do not have demonstrated economic viability. There is no certainty that inferred resources will ever be upgraded to a higher category.

On December 30, 2022, the Company announced the closing of its $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 $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 $0.35 per Common Share until December 30, 2024.

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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. Dr. Adrian McArthur, who served as the Company’s President since July 2020, continues to serve as the Company’s Chief Executive Officer and a director.

USE OF PROCEEDS

The net proceeds to us from any offering of Securities and the proposed use of those proceeds will be set forth in the applicable Prospectus Supplement relating to that offering of Securities.

CONSOLIDATED CAPITALIZATION

Since the date of the financial statements most recently filed by the Company, which are incorporated by reference in this Prospectus, there has been no material change to the share and loan capital of the Company on a consolidated basis, other than: (i) the 16,750,142 Common Shares issued at a price of $0.35 per Common Share pursuant to the December 2022 Offering; (ii) the 501,004 Broker Warrants issued to the Agents in connection with the December 2022 Offering exercisable into Common Shares at $0.35 per Common Share; (iii) the 4,484,063 Common Shares issued in connection with the exercise of warrants at $0.30 per Common Share; (iv) the 3,225,500 stock options granted to acquire Common Shares exercisable at $0.50 per Common Share; (v) the expiry of 5,613,750 warrants to acquire Common Shares exercisable at $0.30 per Common Share; and (vi) 37,900 Common Shares issued pursuant to the exercise of compensation option units at $0.20 per compensation option unit.

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on our share and loan capitalization that will result from the issuance of Securities pursuant to such Prospectus Supplement.

PLAN OF DISTRIBUTION

We may offer and sell Securities directly to one or more purchasers, through agents, or through underwriters or dealers designated by us from time to time. We may distribute the Securities from time to time in one or more transactions at fixed prices (which may be changed from time to time), at market prices prevailing at the times of sale, at varying prices determined at the time of sale, at prices related to prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be "at-the-market distributions" as defined in NI 44-102, including sales made directly on the TSX or other existing trading markets for the Securities. A description of such pricing will be disclosed in the applicable Prospectus Supplement. We may offer Securities in the same offering, or we may offer Securities in separate offerings.

A Prospectus Supplement will describe the terms of each specific offering of Securities, including (i) the terms of the Securities to which the Prospectus Supplement relates, including the type of Security being offered; (ii) the name or names of any agents, underwriters or dealers involved in such offering of Securities; (iii) the purchase price of the Securities offered thereby and the proceeds to us from the sale of such Securities; (iv) any agents' commission, underwriting discounts and other items constituting compensation payable to agents, underwriters or dealers; and (v) any discounts or concessions allowed or re-allowed or paid to agents, underwriters or dealers.

If underwriters are used in an offering, the Securities offered thereby will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase Securities will be subject to the conditions precedent agreed upon by the parties and the underwriters will be obligated to purchase all Securities under that offering if any are purchased. Any public offering price and any discounts or concessions allowed or re-allowed or paid to agents, underwriters or dealers may be changed from time to time.

The Securities may also be sold: (i) directly by us at such prices and upon such terms as agreed to; or (ii) through agents designated by us from time to time. Any agent involved in the offering and sale of the Securities in respect of which this Prospectus is delivered will be named, and any commissions payable by us to such agent will be set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any agent is acting on a "best efforts" basis for the period of its appointment.

We may agree to pay the underwriters a commission for various services relating to the issue and sale of any Securities offered under any Prospectus Supplement. Agents, underwriters or dealers who participate in the distribution of the Securities may be entitled under agreements to be entered into with us to indemnification by us against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof.

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We may authorize agents or underwriters to solicit offers by eligible institutions to purchase Securities from us at the public offering price set forth in the applicable Prospectus Supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. The conditions to these contracts and the commissions payable for solicitation of these contracts will be set forth in the applicable Prospectus Supplement.

Each class or series of Warrants and Units will be a new issue of Securities with no established trading market. Unless otherwise specified in the applicable Prospectus Supplement, the Warrants or Units will not be listed on any securities or stock exchange. Unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Warrants or Units may be sold and purchasers may not be able to resell Warrants or Units purchased under this Prospectus or any Prospectus Supplement. This may affect the pricing of the Warrants or Units in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. Subject to applicable laws, certain dealers may make a market in the Warrants or Units, as applicable, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any dealer will make a market in the Warrants or Units or as to the liquidity of the trading market, if any, for the Warrants or Units.

In connection with any offering of Securities other than an "at-the-market distribution", unless otherwise specified in a Prospectus Supplement, underwriters or agents may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of Securities offered at levels other than those which might otherwise prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. No underwriter or dealer involved in an "at-the-market distribution" under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such underwriter or dealer will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

PRIOR SALES

Information in respect of prior sales of the Common Shares or other Securities distributed under this Prospectus and for securities that are convertible or exchangeable into the Common Shares or such other Securities within the previous 12-month period will be provided, as required, in a Prospectus Supplement with respect to the issuance of the Common Shares or other Securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

The Common Shares were listed for trading on the TSX Venture Exchange from November 28, 2016, to April 1, 2022. On April 4, 2022, the Common Shares commenced trading on the TSX under the symbol "MNO". Trading price and volume of the Common Shares will be provided, as required, in each Prospectus Supplement.

DESCRIPTION OF COMMON SHARES

Our authorized share capital consists of an unlimited number of Common Shares with a par value of €0.01. As at the date of this Prospectus, 202,833,761 Common Shares are issued and outstanding.

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 pre-emptive 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.

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 of directors 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 of directors may deem relevant.

DESCRIPTION OF WARRANTS

We may issue Warrants to purchase Common Shares. This section describes the general terms that will apply to any Warrants issued pursuant to this Prospectus.

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Warrants may be offered separately or together with other Securities and may be attached to or separate from any other Securities. Unless the applicable Prospectus Supplement otherwise indicates, each series of Warrants will be issued under a separate warrant indenture to be entered into between us and one or more banks or trust companies acting as Warrant agent. The Warrant agent will act solely as our agent and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants. The applicable Prospectus Supplement will include details of the warrant indentures, if any, governing the Warrants being offered. The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set out in the applicable Prospectus Supplement.

Notwithstanding the foregoing, we will not offer Warrants for sale separately to any member of the public in Canada unless the offering is in connection with and forms part of the consideration for an acquisition or merger transaction or unless the Prospectus Supplement containing the specific terms of the Warrants to be offered separately is first approved for filing by the Commissions in each of the provinces of Canada where the Warrants will be offered for sale.

The Prospectus Supplement relating to any Warrants that we offer will describe the Warrants and the specific terms relating to the offering. The description will include, where applicable:

• the designation and aggregate number of Warrants;
• the price at which the Warrants will be offered;
• the currency or currencies in which the Warrants will be offered;
• the date on which the right to exercise the Warrants will commence and the date on which the right will expire;
• the designation, number and terms of the Common Shares that may be purchased upon exercise of the Warrants, and the procedures that will result in the adjustment of those numbers;
• the exercise price of the Warrants;
• the designation and terms of the Securities, if any, with which the Warrants will be offered, and the number of Warrants that will be offered with each Security;
• if the Warrants are issued as a Unit with another Security, the date, if any, on and after which the Warrants and the other Security will be separately transferable;
• any minimum or maximum amount of Warrants that may be exercised at any one time;
• any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
• whether the Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;
• material United States and Canadian federal income tax consequences of owning the Warrants; and
• any other material terms or conditions of the Warrants.

Warrant certificates will be exchangeable for new Warrant certificates of different denominations at the office indicated in the Prospectus Supplement. Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the Securities subject to the Warrants. We may amend the warrant indenture(s) and the Warrants, without the consent of the holders of the Warrants, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not prejudice the rights of the holders of outstanding Warrants, as a group.

DESCRIPTION OF UNITS

We may issue Units comprised of one or more of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each of the Securities included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement, if any, under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any

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time or at any time before a specified date. The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Units. This description may include, but is not limited to, any of the following, if applicable:

• the designation and aggregate number of Units;
• the price at which the Units will be offered;
• the designation and terms of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;
• any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units;
• whether the Units will be issued in fully registered or global form;
• whether the Company will apply to list the Units on any securities exchange;
• the material United States and Canadian federal income tax consequences of owning the Units, including how the purchase price paid will be allocated among the Securities comprising the Units; and
• any other material terms and conditions of the Units.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement will describe certain Canadian federal income tax consequences to investors described therein of acquiring any Securities offered thereunder. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.

RISK FACTORS

An investment in the Securities involves a high degree of risk and must be considered a highly speculative investment due to the nature of the Company's business and the present stage of exploration and development of its mineral properties. Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in quantity or quality to return a profit from production.

Prospective purchasers of the Securities should carefully consider the risk factors set out below, as well as the information included in any Prospectus Supplement and in documents incorporated by reference in this Prospectus and any applicable Prospectus Supplement, before making an investment decision to purchase the Securities. See "Documents Incorporated by Reference", including under the headings "Risk Factors" in the AIF and the Interim MD&A. Without limiting the foregoing, the following risk factors should be given special consideration when evaluating an investment in the Securities. Each of the risks described herein and documents could materially and adversely affect our business, financial condition, results of operations and prospects, cause actual events to differ materially from those described under "Cautionary Note Regarding Forward-Looking Information" and information relating to the Company and could result in a loss of your investment. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also have a material adverse effect on the Company.

Substantial Volatility of Share Price

In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities of many mineral exploration companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. The price of the Common Shares is also significantly affected by short-term changes in mineral prices or in the Company's financial condition or results of operations as reflected in its quarterly financial reports. Other factors unrelated to the Company'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 the Company's business may be limited if investment banks with research capabilities do not follow the Company's securities; lessening in trading volume and general market interest in the

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Company's securities may affect an investor's ability to trade significant numbers of the Common Shares; and the market price of the Common Shares and size of the Company's public float may limit the ability of some institutions to invest in the Company's securities.

Future sales or issuances of equity Securities could decrease the value of the Common Shares, dilute investors' voting power and reduce the Company's earnings per share.

The Company may sell equity Securities in offerings and may issue additional equity Securities to finance operations, exploration, development, acquisitions or other projects. The Company cannot predict the size of future issuances of equity Securities or the size and terms of future issuances of other Securities convertible into equity Securities or the effect, if any, that future issuances and sales of the 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 shareholders. Exercises of presently outstanding stock options may also result in dilution to shareholders.

The board of directors of the Company has the authority to authorize certain offers and sales of the Securities without the vote of, or prior notice to, shareholders. Based on the need for additional capital to fund expected expenditures and growth, it is likely that the Company will issue the 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.

Sales of substantial amounts of the Securities, or the availability of the Securities for sale, could adversely affect the prevailing market prices for the Securities and dilute investors' earnings per share. A decline in the market prices of the Securities could impair the Company's ability to raise additional capital through the sale of additional Securities should the Company desire to do so.

The Company has discretion in the use of the net proceeds from an offering.

The Company intends to allocate the net proceeds it will receive from an offering as described under "Use of Proceeds" in this Prospectus and the applicable Prospectus Supplement, however, the Company will have discretion in the actual application of the net proceeds. The Company may elect to allocate the net proceeds differently from that described in "Use of Proceeds" in this Prospectus and the applicable Prospectus Supplement if the Company believes it would be in the Company's best interests to do so. The Company's investors may not agree with the manner in which the Company chooses to allocate and spend the net proceeds from an offering. The failure by the Company to apply these funds effectively could have a material adverse effect on the business of the Company.

There is an absence of a public market for certain of the Securities.

There is no public market for the Warrants or Units and, unless otherwise specified in the applicable Prospectus Supplement, the Company does not intend to apply for listing of the Warrants or Units on any securities exchanges. If the Warrants or Units are traded after their initial issuance, they may trade at a discount from their initial offering prices depending on prevailing interest rates (as applicable), the market for similar securities and other factors, including general economic conditions and our financial condition. There can be no assurance as to the liquidity of the trading market for the Warrants or Units, or that a trading market for these securities will develop at all.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement related to the Securities, certain legal matters related to the Securities offered by this Prospectus will be passed upon on our behalf by Osler, Hoskin & Harcourt LLP.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal offices in the cities of Toronto, Ontario and Vancouver, British Columbia.

INTEREST OF EXPERTS

The following persons, firms and companies are named as having prepared or certified a report, valuation, statement or opinion in this Prospectus, either directly or in a document incorporated by reference.

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Name	Description
Dr. Adrian McArthur (B.Sc. Hons, PhD. FAusIMM), CEO, Chief Geologist and a director of the Company	Non-independent “qualified person” (as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”)) for the Company who prepared or reviewed certain information in the Annual MD&A and the Interim MD&A
Simon Tear, P.Geo, EurGeol of H&S Consultants Pty. Ltd. of Sydney, Australia	Co-authored the 2022 Technical Report, “qualified person” (as defined in NI 43-101)
Marcelo Antonio Batelochi, independent geologist of MB Geologia Ltda, Belo Horizonte, Minas Gerais, Brazil	Co-authored the 2022 Technical Report, “qualified person” (as defined in NI 43-101)
Joseph Keane, P.E., Independent Mineral Processing Engineer Consultant, of SGS North America Inc., Tucson, Arizona, United States.	Co-authored the 2022 Technical Report, “qualified person” (as defined in NI 43-101)

The experts named in the foregoing section held, at the time they prepared or certified such statement, report, opinion or valuation, received after such time or will receive any registered or beneficial interest, direct or indirect, in less than one percent of the securities or other property of the Company or one of the Company’s associates.

The aforementioned persons, and the directors, officers, employees and partners, as applicable, of each of the aforementioned persons received or will receive a direct or indirect interest in less than one percent of property of the Company or any associate or affiliate of the Company.

None of the aforementioned persons, nor any director, officer, employee, consultant or partner, as applicable, of the aforementioned persons is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

INDEPENDENT AUDITOR

The auditors of the Company are KPMG LLP, Chartered Professional Accountants, Toronto, Ontario. In connection with the audit of Meridian’s financial statements, KPMG LLP has reported to Meridian’s audit committee that they are independent of Meridian within the meaning of the relevant rules and related interpretations presented by the relevant professional bodies in Canada and applicable legislation or regulations.

PURCHASER’S STATUTORY RIGHTS

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

In an offering of convertible, exchangeable or exercisable Securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial securities legislation, to the price at which the convertible, exchangeable or exercisable Securities is offered to the public the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

PURCHASER’S CONTRACTUAL RIGHTS

Original purchasers of Warrants offered separately without other Securities, will have a contractual right of rescission against Meridian in respect of the conversion, exchange or exercise of such a Warrant. The contractual right of rescission will entitle such original purchasers to receive the amount paid upon conversion, exchange or exercise, upon surrender of the underlying Securities gained thereby, in the event that this Prospectus, the relevant Prospectus Supplement or an amendment thereto contains a misrepresentation, provided that both: (i) the conversion, exchange or exercise; and (ii) the

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exercise of the contractual right of rescission take place within 180 days of the date of the purchase of the aforementioned Warrants under this Prospectus and the applicable Prospectus Supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law.

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CERTIFICATE OF MERIDIAN MINING UK SOCIETAS

February 13, 2022

This short form prospectus, together with the documents incorporated in this prospectus by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus, as required by the securities legislation of British Columbia, Alberta and Ontario.

(Signed) Adrian McArthur
Adrian McArthur
Chief Executive Officer

(Signed) Soraia Morais
Soraia Morais
Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(Signed) Charles Riopel
Charles Riopel
Director

(Signed) Susanne Sesselmann
Susanne Sesselmann
Director

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