Meridian Mining — Capital/Financing Update 2023

May 4, 2023

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

MERIDIAN MINING UK SOCIETAS (the "Issuer")
6th Floor, 65 Gresham Street
London EC2V 7NQ United Kingdom
Phone: +1 (778) 715-6410 (PST)

1. Date of Material Change

May 2, 2023

1. Press Release

On May 2, 2023, a press release was disseminated to the Toronto Stock Exchange and through various approved public media and filed on SEDAR with the Securities Commissions of British Columbia, Alberta and Ontario.

1. Summary of Material Change(s)

The Issuer has closed its previously announced bought deal offering (the "Offering") to raise aggregate gross proceeds of C$18,400,000. Pursuant to the Offering, the Issuer issued 36,800,000 common shares of the Issuer (the "Common Shares"), at a price of C$0.50 per Common Share (the "Issue Price") pursuant to the terms of an underwriting agreement (the "Underwriting Agreement") dated April 26, 2023 with Beacon Securities Limited and Raymond James Ltd. (the "Co-Lead Underwriters"), Cormark Securities Inc., CIBC World Markets Inc. and Stifel Nicolaus Canada Inc. (collectively with the Co-Lead Underwriters, the "Underwriters"). The Offering included 4.8 million Common Shares issued pursuant to the full exercise of the over-allotment option by the Underwriters at the Issue Price pursuant to the Underwriting Agreement.

5.1 Full Description of Material Change

A total of 36,800,000 Common Shares of the Issuer were issued at the Issue Price for aggregate gross proceeds of C$18,400,000. Pursuant to Offering, Beacon Securities Limited, Raymond James Ltd., Cormark Securities Inc., CIBC World Markets Inc. and Stifel Nicolaus Canada Inc. acted as Underwriters.

The Issuer intends to use the net proceeds to advance the development of the Cabaçal project, regional exploration in the Cabaçal district and exploration of other Brazilian projects, working capital and general corporate purposes, as set out in the prospectus supplement dated April 26, 2023 (the "Prospectus Supplement"), to the Issuer's short form base shelf prospectus dated February 24, 2023 (the "Base Shelf Prospectus").

The Common Shares issued pursuant to the Offering were qualified for distribution by way of the Prospectus Supplement to the Base Shelf Prospectus filed in the Provinces of British Columbia, Alberta and Ontario, and offered and sold to eligible purchasers by way of available prospectus exemptions in certain jurisdictions outside of Canada. The Base Shelf Prospectus, the Prospectus Supplement, the documents incorporated by reference therein and the Underwriting Agreement are available on the Issuer's profile on SEDAR at www.sedar.com.

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A director of the Issuer participated in the Offering and purchased an aggregate of 50,000 Common Shares. Participation of the director 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 insider nor the consideration paid by the insider exceeded 25% of the Issuer's market capitalization. None of the Issuer's directors expressed any contrary views or disagreements with respect to the foregoing. The Issuer did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of the director of the Issuer had not been confirmed at that time.

The Offering was unanimously approved by the board of directors of the Issuer, with the interested director having declared his interest and abstaining from voting with respect to his interest therein.

5.2 Disclosure for Restructuring Transactions

Not Applicable

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

Not Applicable

7. Omitted Information

Not Applicable

8. Executive Officer

Please contact:

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

9. Date of Report

May 4, 2023