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 plc at c/o Suite 1305 - 1090 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3V7, telephone: +44 (0) 203 930 3145, Email: [email protected] and are also available electronically at www.sedarplus.ca

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

NEW ISSUE

December 15, 2025

MERIDIAN

MINING

MERIDIAN MINING PLC

$500,000,000

Common Shares

Debt Securities

Subscription Receipts

Warrants

Units

Meridian Mining plc ("Meridian" or the "Company") may offer and sell, from time to time, (i) common shares of the Company ("Common Shares"); (ii) senior or subordinated debt securities, including debt securities convertible or exchangeable into other securities of Meridian (collectively, "Debt Securities"); (iii) subscription receipts ("Subscription Receipts"); (iv) warrants ("Warrants"); and/or (v) units comprised of one or more of the other securities described in this preliminary short form base shelf prospectus ("Units") (all of the foregoing collectively, the "Securities") up to an aggregate offering price of $500,000,000 (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 the Debt Securities, the specific designation of the Debt Securities, whether such Debt Securities are senior or subordinated, the aggregate principal amount of the Debt Securities being offered, the currency or currency unit in which the Debt Securities may be purchased, authorized denominations, any limit on the aggregate principal amount of the Debt Securities of the series being offered, the issue and delivery date, the maturity date, the offering price (at par, at a discount or at a premium), the interest rate or method of determining the interest rate, the interest payment date(s), any conversion or exchange rights that are attached to the Debt Securities, any redemption provisions, any

repayment provisions and any other specific terms; (iii) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), the procedures for the exchange of Subscription Receipts for Common Shares, Units or Debt Securities as the case may be, the currency or currency unit in which the Subscription Receipts are issued and any other specific terms; (iv) 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 Securities 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 (v) in the case of Units, the designation and terms of the Units and of the Securities comprising the Units, the currency or currency unit in which the Units are issued and any other specific terms.

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, except where an exemption from such delivery requirements is available pursuant to applicable securities law. 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, at prices which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be "at-the-market distributions" (an "ATM Distribution") 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 an ATM Distribution. 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. See "Plan of Distribution".

In connection with any offering of Securities (other than an ATM Distribution), 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".

Our Common Shares are listed and posted for trading on the TSX under the symbol "MNO", on the OTCQX Best Market ("OTCQX") under the trading symbol "MRRDF" and on the Frankfurt Stock Exchange ("FRA") under the symbol "N2E". On December 12, 2025, 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 $1.54. Unless otherwise specified in the applicable Prospectus Supplement, Securities other than Common Shares will not be listed on any securities exchange. There is currently no market through which the Debt Securities, Subscription Receipts, Warrants and Units, 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”.

This Prospectus does not qualify for issuance of debt securities, or securities convertible or exchangeable into debt securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance, including, without limitation, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. This Prospectus may qualify for issuance Debt Securities, or securities convertible or exchangeable into Debt Securities: (i) in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market benchmark interest rates and/or (ii) convertible into or exchangeable for Common Shares.

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.sedarplus.ca.

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 8th Floor, 4 More London Riverside, London SE1 2AU, United Kingdom. Our registered and records office is located at 8th Floor, 4 More London Riverside, London SE1 2AU, United Kingdom.

The Company is incorporated and organized under the laws of the United Kingdom and Gilbert Clark, Chief Executive Officer and Director; Adrian McArthur, President and Director; Susanne Sesselmann, Director; and Neil Gregson, Director, each reside outside of Canada. Although the Company, Mr. Clark, Mr. McArthur, Ms. Sesselmann and Mr. Gregson have all appointed Osler, Hoskin & Harcourt LLP at Suite 3000, Bentall Four 1055 Dunsmuir Street, Vancouver BC V7X 1K8 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 the Company, Mr. Clark, Mr. McArthur, Ms. Sesselmann and Mr. Gregson, even though they have appointed an agent for service of process.

iii

TABLE OF CONTENTS

Page

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS ... I
NOTICE TO READERS ... 1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ... 1
PRESENTATION OF FINANCIAL INFORMATION ... 3
CAUTIONARY NOTE TO UNITED STATES INVESTORS ... 3
DOCUMENTS INCORPORATED BY REFERENCE ... 3
THE COMPANY ... 5
USE OF PROCEEDS ... 6
CONSOLIDATED CAPITALIZATION ... 6
PLAN OF DISTRIBUTION ... 7
PRIOR SALES ... 8
TRADING PRICE AND VOLUME ... 8
EARNINGS COVERAGE ... 8
DESCRIPTION OF COMMON SHARES ... 8
DESCRIPTION OF DEBT SECURITIES ... 8
DESCRIPTION OF SUBSCRIPTION RECEIPTS ... 11
DESCRIPTION OF WARRANTS ... 13
DESCRIPTION OF UNITS ... 14
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS ... 14
RISK FACTORS ... 14
LEGAL MATTERS ... 16
TRANSFER AGENT AND REGISTRAR ... 16
INTEREST OF EXPERTS ... 16
INDEPENDENT AUDITOR ... 17
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ... 17
PURCHASER’S CONTRACTUAL RIGHTS ... 18
CERTIFICATE OF MERIDIAN MINING PLC ... C-1

-i-

NOTICE TO READERS

This Prospectus provides a general description of the Securities that we may offer. Each time we sell Securities under this Prospectus, we will provide you with a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus. Before investing in any Securities, you should read both this Prospectus and any applicable Prospectus Supplement, together with the additional information described below and in the applicable Prospectus Supplement under “Documents Incorporated by Reference”.

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 an 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.

Market data and certain industry forecasts used in the Prospectus and the documents incorporated by reference herein were obtained from market research, publicly available information and industry publications. We believe that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. We have not independently verified such information, nor have we ascertained the validity or accuracy of the underlying economic assumptions relied upon therein, and we do not make any representation as to the accuracy of such information.

Any graphs, tables or other information demonstrating our historical performance or of any other entity contained in this Prospectus or any applicable Prospectus Supplement or the information incorporated by reference in this Prospectus or any applicable Prospectus Supplement are intended only to illustrate past performance and are not necessarily indicative of our future performance or that of any other entity. The information contained in this Prospectus or any applicable Prospectus Supplement is accurate only as of the date on the front of such documents, regardless of the time of delivery of such documents or of any sale of the Securities.

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 potential future sale of Securities under this Prospectus; details regarding the potential future issuances of, and information to be contained in a future Prospectus Supplement, including the potential terms of the Securities; the Company’s use of proceeds from the sale of Securities; the plan of distribution during the 25-month period that this Prospectus remains valid; the compensation payable to underwriters, dealers or agents in connection with the sale of Securities; expected benefits of financings; the future financial or operating performance of the Company and its subsidiaries; the potential benefits of the Conversion; the Company’s plans with respect to continued exploration and development of the Company’s advanced stage Cabacal VMS gold-copper project in the State of Mato Grosso, Brazil and other projects; speculative matters related to the development of the Company’s mineral projects including the ability to receive required regulatory approvals, permits and licenses; the estimation of mineral resources and mineral reserves; the realization of mineral resource and mineral reserve estimates; requirements for additional capital; the expectation of the Company that it will not issue dividends in the foreseeable future; 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, Annual MD&A and Interim MD&A (all as defined herein) which are incorporated by reference herein. Such risks and other factors include, among others, and without limitation: the speculative nature of the Company’s operations and that there can be no guarantee that any such activity will result in

commercial production; the Company has negative operating cash flow and may require additional capital to accomplish its plans; mining exploration is inherently risky and subject to conditions beyond the Company's control; the estimation of mineral resources and mineral reserves and the realization of mineral resource and mineral reserve estimates; the impact of exchange rates; changes in supply, demand and pricing of the metal commodities in which the Company hopes to find and successfully mine; the inherently competitive nature of the mining industry; reliance on key personnel; risks related to the validity of mineral property claims; 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; risks associated with operating in a foreign jurisdiction; actions taken against the Company by governmental agencies and other regulators; risk associated with information technology and reliance on the Company's information technology systems; the Company's ability to pay dividends in the future; changes in laws and environmental laws and regulations; risk associated with ongoing permit, license and approval requirements; exposure to substantial environmental laws and regulations that may increase the cost of operations; political conditions and developments in countries in which the Company operates; increases in energy costs; risks inherent in acquisitions; costs associated with land reclamation requirements; the potential for labour disruptions and changing labour and employment regulations; the assets of the Company being held in a foreign jurisdiction and exposure to foreign laws; potential litigation; potential conflicts of interest among members of management; the impacts of climate change; the availability of infrastructure; potential direct or indirect operational impacts resulting from infectious diseases or pandemics; insurance risks; global financial conditions may negatively impact the operations of the Company; the volatility of capital markets; risk associated with inflation and government actions to combat inflation; risk associated with corruption and fraud; risks associated with the Company's ability to repatriate earnings; potential loss of mining concessions in certain circumstances; compliance with anti-corruption laws; reliance on local advisors in a foreign jurisdiction; risks associated with the Company's internal controls; the requirement to maintain a "social license" to operate; 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.

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: 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; that exploration activities and studies will provide results that support anticipated development and extraction activities; that the Company will be able to obtain additional financing on satisfactory terms, including financing necessary to advance the development of the Company's projects; 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; that infrastructure anticipated to be developed or operated by third parties, including electrical generation and transmission capacity, will be developed and/or operated as currently anticipated; title to the Company's mineral properties; that the Company is able to procure exploration equipment and services, and operating supplies in sufficient quantities and on a timely basis; that the Company receives regulatory and governmental approvals for its development projects and other operations on a timely basis; that unforeseen changes to the political stability or government regulation in the countries in which the Company operates do not occur; that laws, rules and regulations are fairly and impartially observed and enforced; 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; 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 costs of closure of various operations are accurately estimated; 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.

PRESENTATION OF FINANCIAL INFORMATION

In this Prospectus and any Prospectus Supplement, unless the context otherwise requires, the terms “we”, “our”, “us” and the “Company” refer to Meridian Mining plc and our direct and indirect subsidiaries. Unless otherwise indicated, references to dollars or “$” are to Canadian currency. References to “U.S. dollars”, “US$”, or “USD” are to United States dollars, which is the Company’s presentation currency. The consolidated financial statements of the Company incorporated herein by reference are reported in U.S. dollars and are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). Certain calculations included in tables and other figures in this Prospectus have been rounded for clarity of presentation.

CAUTIONARY NOTE TO UNITED STATES INVESTORS

Technical disclosure regarding our properties included herein, and in the documents incorporated herein by reference has not been prepared in accordance with the requirements of U.S. securities laws. The mineral resource and mineral reserve estimates contained in this Prospectus were prepared in accordance with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource”, “inferred mineral resource”, “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, and “inferred mineral reserve” are defined in accordance with the Canadian Institute of Mining & Metallurgy Definition Standards which were incorporated by reference in NI 43-101.

NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs from the disclosure requirements of the Securities and Exchange Commission (the “SEC”) generally applicable to U.S. companies. While the SEC now recognizes “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”, any mineral reserves and mineral resources reported by the Company in accordance with NI 43-101 may not qualify as such under SEC standards. Accordingly, information contained in this prospectus is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

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 +44 (0) 203 930 3145, email: [email protected]. These documents are also available through the internet on SEDAR+, which can be accessed online at www.sedarplus.ca

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 annual information form (the “AIF”) of the Company dated effective as of March 31, 2025, for the financial year ended December 31, 2024;

(b) the annual audited consolidated financial statements of the Company as at and for the years ended December 31, 2024 and 2023, together with the notes thereto and the independent auditor’s 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, 2024 (the “Annual MD&A”);

(d) the unaudited condensed consolidated interim financial statements of the Company as at September 30, 2025, and for the three and nine-month periods ended September 30, 2025 and 2024, together with the notes thereto;

(e) the management’s discussion and analysis of financial condition and results of operations of the Company for the nine-month period ended September 30, 2025 (the “Interim MD&A”);

(f) the material change report dated December 9, 2025, announcing the appointment of Mr. David Halkyard as Chief Financial Officer (“CFO”) (Mr. Halkyard had previously been serving as Interim CFO), the

appointment of Ms. Catherine Apthorpe as Corporate Secretary and the completion of the Company's name change process from "Meridian Mining UK Societas" to "Meridian Mining plc";

(g) the material change report dated September 2, 2025, announcing the appointment of Mr. David Halkyard as Interim CFO, following the resignation of Ms. Soraia Morais as CFO, and the appointment of Mr. Vitor Hugo de Sousa Belo as Chief Development Officer;

(h) the material change report dated August 15, 2025, announcing the closing of a brokered private placement of Common Shares for aggregate gross proceeds of $50,000,000, pursuant to which the Company issued 64,102,564 Common Shares at a price of $0.78 per Common Share;

(i) the material change report dated March 10, 2025, announcing the results of the Company's Cabaçal Gold-Copper Project pre-feasibility study and the appointment of David Halkyard as Senior Vice President - Finance;

(j) the material change report dated February 19, 2025, announcing the closing of a non-brokered private placement financing, pursuant to which the Company issued 44,187,432 Common Shares at an issue price of $0.39 per Common Share for gross proceeds of $17,233,098; and

(k) the management information circular of the Company dated May 20, 2025, with respect to the general meeting of shareholders held on June 24, 2025.

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

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 plc is a resource development and exploration company focused on acquisition, exploration, and development activities in Brazil. The Company is currently focused on the exploration and development of the Company's advanced stage Cabaçal VMS gold-copper project in the State of Mato Grosso, Brazil.

The Company is also focusing on (i) the initial resource definition at the Santa Helena gold-copper-silver and zinc VMS deposit, (ii) regional scale exploration of the Cabaçal VMS belt to expand the Company's Cabaçal Hub strategy, (iii) the Aguapei gold prospect, and (iv) exploration in the Jaurú & Araputanga Greenstone belts.

The Company's head office is located at 8th Floor, 4 More London Riverside, London SE1 2AU, United Kingdom.

On November 4, 2025, the Company completed its previously announced conversion from a UK Societas registered in England and Wales to a public limited company ("PLC") registered in England and Wales in accordance with the provisions of article 66 of Council Regulation (EC) No.2157/2001 of 8 October 2001, as amended by regulation 135 of the European Public Limited Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (the "Conversion").

The Conversion was completed to simplify the law applicable to the Company and because the board of directors concluded that the form of a PLC is a more familiar form of entity than that of a UK Societas. Following completion of the Conversion, the Company continues to conduct its business activities in the same way it did as a UK Societas. As part of the Conversion, the Company changed its name from "Meridian Mining UK Societas" to "Meridian Mining plc" effective for trading purposes on December 10, 2025.

In connection with the Conversion, the Company reduced its share capital by way of court sanctioned cancellation of the share premium account and adopted new articles of association that are appropriate for a PLC registered in the United Kingdom (the "Conversion Articles"). The Conversion Articles provide shareholders with equivalent rights to those of the pre-Conversion Company but account for minor differences related to operation as PLC. The Conversion was approved by the shareholders at the Company's annual and special meeting of shareholders held on June 24, 2025.

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 December 8, 2025, the Company announced the appointment of Mr. David Halkyard as CFO (Mr. Halkyard had previously been serving as Interim CFO) and the appointment of Ms. Catherine Apthorpe as Corporate Secretary. The Company also announced the completion of its name change process from "Meridian Mining UK Societas" to "Meridian Mining plc" effective for trading purposes on December 10, 2025.

On November 4, 2025, the Company completed the Conversion. In connection with the Conversion, the Company reduced its share capital by way of court sanctioned cancellation of the share premium account and adopted the Conversion Articles.

On October 30, 2025, the Company announced receipt of approval of the preliminary licence for the Company's Cabaçal VMS gold-copper project by Mato Grosso's CONSEMA Council Meeting.

On September 2, 2025, the Company announced the appointment of Mr. David Halkyard as Interim CFO, following the resignation of Ms. Soraia Morais as CFO, and the appointment of Mr. Vitor Hugo de Sousa Belo to the position of Chief Development Officer.

On August 7, 2025, the Company announced the closing of its previously announced brokered private placement financing pursuant to the Listed Issuer Financing Exemption (the "Life Offering"). Pursuant to the Life Offering, the Company issued 64,102,564 Common Shares of the Company at a price of $0.78 per Common Share for aggregate gross proceeds of $50 million.

On March 31, 2025, the Company announced the filing of its independent pre-feasibility study technical report for its 100% owned Cabaçal Project located in Mato Grosso, Brazil, with an effective date of March 10, 2025, in support of the Company's news releases dated March 10, 2025.

On March 10, 2025, the Company announced that, in preparation for the commencement of the Cabaçal detailed feasibility study to be followed by detailed engineering and potential financing and development of the Cabaçal mine project, the Company appointed Mr. David Halkyard as Senior Vice President - Project Finance, and engaged civil and other engineers to the Brazilian engineering team. With these appointments and other necessary steps, the Company anticipates that the Cabaçal detailed feasibility study would be concluded during the first half of 2026.

On February 19, 2025, the Company announced the closing of its previously announced non-brokered private placement financing (the "2025 Private Placement"). Pursuant to the 2025 Private Placement, the Company issued 44,187,432 Common Shares at $0.39 per Common Share for gross proceeds of $17,233,098.

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. The Company has negative cash flow from operating activities in its most recently completed financial year, because the Company is a development stage mining company and none of its mineral projects are in production or generate revenue. The Company may continue to incur negative cash flow in future periods. The Company may need to allocate a portion of its existing working capital or a portion of the proceeds of any offering of Securities to fund any such negative cash flow.

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.

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 ATM Distributions, 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.

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 issue by the Company of Debt Securities, Subscription Receipts, Warrants and Units will be a new issue of Securities with no established trading market. Unless otherwise specified in the applicable Prospectus Supplement relating to an offering of Debt Securities, Subscription Receipts, Warrants and Units, such Securities 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 Debt Securities, Subscription Receipts, 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 Debt Securities, Subscription Receipts, Warrants or Units or as to the liquidity of the trading market, if any, for the Debt Securities, Subscription Receipts, Warrants or Units.

In connection with any offering of Securities other than an ATM 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 ATM 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 may, in connection with an ATM Distribution over-allot securities in connection with such distribution or enter into any transactions or effect any other transactions that are intended to stabilize or maintain the market price of the securities or securities of the same class as the securities distributed under the ATM Distribution Prospectus, including selling an aggregate number or principal amount of securities that would result in the underwriter creating an over-allocation position in the securities. In the event that the Company determines to pursue an ATM Distribution in Canada, the Company shall apply for the applicable exemptive relief from the Canadian securities commissions.

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". The Common Shares are also traded on the OTCQX under the trading symbol "MRRDF" and on the FRA under the symbol "N2E". Trading price and volume of the Common Shares will be provided, as required, in each Prospectus Supplement.

EARNINGS COVERAGE

If we offer Debt Securities having a term to maturity in excess of one year and any applicable Prospectus Supplement, the applicable Prospectus Supplement will include earnings coverage ratios giving effect to the issuance of such securities.

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, 419,354,785 Common Shares and 21,196,271 options to purchase 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 DEBT SECURITIES

The following sets forth certain general terms and provisions of the Debt Securities. The particular terms and provisions of a series of Debt Securities offered pursuant to an accompanying Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in the applicable Prospectus Supplement. One or more series of Debt Securities may be sold separately or together with Common Shares, Subscription Receipts or Warrants under this Prospectus, or on conversion or exchange of any such Securities.

Priority

The Debt Securities will be senior or subordinated indebtedness of Meridian and may be secured or unsecured, as described in the relevant Prospectus Supplement. If the Debt Securities are senior indebtedness, they will rank equally and rateably with other indebtedness of Meridian, from time to time issued and outstanding, which is not subordinated.

If the Debt Securities are subordinated indebtedness, they will rank equally and rateably with all other subordinated Debt Securities from time to time issued and outstanding. In the event of the insolvency or winding-up of Meridian, the subordinated Debt Securities will be subordinated and postponed in right of payment to the prior payment in full of all other liabilities and indebtedness of Meridian, other than indebtedness that, by its terms, ranks equally with, or subordinate to, such subordinated Debt Securities.

Terms of the Debt Securities

In conformity with applicable laws of Canada, for all bonds and notes of companies that are publicly offered, the Debt Securities will be governed by a document called an “indenture”. There will be a separate indenture for the senior Debt Securities and the subordinated Debt Securities. An indenture is a contract between a financial institution, acting on your behalf as trustee of the Debt Securities offered, and us. The trustee has two main roles. First, subject to some limitations on the extent to which the trustee can act on your behalf, the trustee can enforce your rights against the Company if we default on our obligations under the indenture. Second, the trustee performs certain administrative duties for the Company. The aggregate principal amount of Debt Securities that may be issued under each indenture is unlimited. A copy of the form of each indenture or any supplement thereto to be entered into in connection with offerings of Debt Securities will be filed with the relevant securities regulatory authorities in Canada when it is entered into and will be available on our SEDAR+ profile at www.sedarplus.ca.

Selected provisions of the Debt Securities and the indenture(s) under which such Debt Securities will be issued are summarized below. This summary is not complete. The statements made in this Prospectus relating to any indenture and Debt Securities to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable indenture.

The indentures will not limit the amount of Debt Securities that we may issue thereunder. We may issue Debt Securities from time to time under an indenture in one or more series by entering into supplemental indentures or by our board of directors or a duly authorized committee authorizing the issuance. The Debt Securities of a series need not be issued at the same time, bear interest at the same rate or mature on the same date.

The Prospectus Supplement for a particular series of Debt Securities will disclose the specific terms of such Debt Securities, including the price or prices at which the Debt Securities to be offered will be issued. The terms and provisions of any Debt Securities offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of such terms. Those terms may include some or all of the following:

the designation, aggregate principal amount and authorized denominations of such Debt Securities;
the indenture under which such Debt Securities will be issued and the trustee(s) thereunder;
the currency or currency units for which the Debt Securities may be purchased and the currency or currency unit in which the principal and any interest is payable (in either case, if other than Canadian dollars);
whether such Debt Securities are senior or subordinated and, if subordinated, the applicable subordination provisions of the Debt Securities;
the percentage of the principal amount at which such Debt Securities will be issued;
the date or dates on which such Debt Securities will mature;

the rate or rates per annum at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);
the dates on which any such interest will be payable and the record dates for such payments;
any provisions permitting or restricting the issuance of additional securities, the incurring of additional indebtedness and other material negative covenants including restrictions against payment of dividends and restrictions against giving security on the Company’s assets or the assets of the Company’s subsidiaries;
whether the Debt Securities will be secured or unsecured, and the terms of any secured debt including a general description of the collateral and of the material terms of any related security, pledge or other agreements;
any redemption term or terms under which such Debt Securities may be defeated;
whether such Debt Securities are to be issued in registered form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
the place or places where principal, premium and interest will be payable;
the designation and terms of any other Securities with which the Debt Securities will be offered, if any, and the principal amount of Debt Securities that will be offered with each Security;
the securities exchange(s) on which such series of Debt Securities will be listed, if any;
any terms relating to the modification, amendment or waiver of any terms of such Debt Securities or the applicable indenture;
any change in the right of the trustee or the holders to declare the principal, premium and interest with respect to such series of Debt Securities to be due and payable;
governing law;
any limit upon the aggregate principal amount of the Debt Securities of such series that may be authenticated and delivered under the indenture;
if other than Meridian or the trustee, the identity of each registrar and/or paying agent;
if the Debt Securities are issued as a Unit with another Security, the date on and after which the Debt Securities and other Security will be separately transferable;
if the Debt Securities are to be issued upon the exercise of Warrants, the time, manner and place for such Securities to be authenticated and delivered;
if the Debt Securities are to be convertible or exchangeable into other securities of Meridian, the terms and procedures for the conversion or exchange of the Debt Securities into other securities; and
any other specific terms of the Debt Securities of such series, including any events of default or covenants.

Any convertible or exchangeable Debt Securities will be convertible or exchangeable only for other securities of Meridian. In an offering of convertible, exchangeable or exercisable Securities, original purchasers will have a contractual right of rescission against Meridian following the conversion, exchange or exercise of such Securities in the event that this Prospectus, the applicable Prospectus Supplement or any amendment thereto contains a misrepresentation. The contractual right of rescission will entitle such original purchasers to receive, upon surrender of the securities issued upon conversion, exchange or exercise of such Securities, the amount paid for such Securities, provided that (i) the conversion, exchange or exercise takes place within 180 days from the date of the purchase of such Securities under the applicable Prospectus Supplement and (ii) the right of rescission is exercised within 180 days from the date of the purchase of such Securities under 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 by law. This right of rescission will not extend to any holders of convertible or exchangeable Debt Securities who acquire such convertible or exchangeable Debt Securities from an initial purchaser on the open market or otherwise.

Debt Securities, if issued in registered form, will be exchangeable for other Debt Securities of the same series and tenor, registered in the same name, for a like aggregate principal amount in authorized denominations and will be transferable at any time or from time to time at the corporate trust office of the relevant trustee. No charge will be made to the holder for any such exchange or transfer except for any tax or government charge incidental thereto.

Modifications

We may amend any indenture and the Debt Securities without the consent of the holders of the Debt Securities in certain circumstances including to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of holders of outstanding Debt Securities. A more detailed description of the amendment provisions will be included in the applicable Prospectus Supplement.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

Subscription Receipts may be offered separately or together with Common Shares, Debt Securities or Warrants, as the case may be. Subscription Receipts will be issued under a subscription receipt agreement (a “Subscription Receipt Agreement”) that will be entered into between us and the escrow agent (the “Escrow Agent”) at the time of issuance of the Subscription Receipts. Each Escrow Agent will be a financial institution authorized to carry on business as a trustee. If underwriters or agents are used in the sale of any Subscription Receipts, one or more of such underwriters or agents may also be a party to the Subscription Receipt Agreement governing the Subscription Receipts sold to or through such underwriter or agent.

Terms of the Subscription Receipts

The Subscription Receipt Agreement will provide each initial purchaser of Subscription Receipts with a non-assignable contractual right of rescission against the Company in respect of the conversion of the Subscription Receipt. The contractual right of rescission will entitle such original purchasers to receive the amount paid on original purchase of the Subscription Receipt upon surrender of the underlying securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion takes place within 180 days of the date of the purchase of the Subscription Receipt under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the Subscription Receipt under this Prospectus. 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. This right of rescission will not extend to any holders of Subscription Receipts who acquire such Subscription Receipts from an initial purchaser on the open market or otherwise.

The applicable Prospectus Supplement will include details of the Subscription Receipt Agreement covering the Subscription Receipts being offered. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. A copy of the Subscription Receipt Agreement will be filed by us with securities regulatory authorities after it has been entered into by us and will be available on our SEDAR+ profile at www.sedarplus.ca.

Subscription Receipts will entitle the holder thereto to receive other Securities (typically Common Shares or Debt Securities), for no additional consideration, upon the completion of a particular transaction or event, typically an acquisition of the assets or securities of another entity by the Company. The subscription proceeds from an offering of Subscription Receipts will be held in escrow by an escrow or other agent (the “Escrowed Funds”) pending the completion of the transaction or the termination time (the time at which the escrow terminates regardless of whether the transaction or event has occurred). If the transaction or event does not occur by the termination time, holders of Subscription Receipts will receive the return of the subscription funds for their Subscription Receipts together with any interest or other income earned thereon.

This section describes the general terms that will apply to any Subscription Receipts being offered. The terms and provisions of any Subscription Receipts offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of such terms. The particular terms of each issue of Subscription Receipts that will be described in the related Prospectus Supplement will include, where applicable:

the number of Subscription Receipts;
the price at which the Subscription Receipts will be offered;
conditions (the “Release Conditions”) for the exchange of Subscription Receipts into Common Shares or Debt Securities, as the case may be, and the consequences of such conditions not being satisfied;
the procedures for the exchange of the Subscription Receipts into Common Shares or Debt Securities;
the number of Common Shares or Debt Securities to be exchanged for each Subscription Receipt;
the currency or currency unit for which Subscription Receipts may be purchased and the aggregate principal amount, currency or currencies, denominations and terms of the series of Common Shares or Debt Securities that may be exchanged upon exercise of each Subscription Receipt;
the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;
the dates or periods during which the Subscription Receipts may be exchanged into Common Shares or Debt Securities;
the identity of the Escrow Agent;
the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of such Subscription Receipts, together with interest and income earned thereon, or collectively, the Escrowed Funds, pending satisfaction of the Release Conditions;
the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to us upon satisfaction of the Release Conditions and if the Subscription Receipts are sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in payment of all or a portion of their fees or commissions in connection with the sale of the Subscription Receipts;
procedures for the payment by the Escrow Agent to holders of such Subscription Receipts of an amount equal to all or a portion of the subscription price of their Subscription Receipts, plus any additional amounts provided for in the Subscription Receipt Agreement, if the Release Conditions are not satisfied;
the material income tax consequences of owning, holding and disposing of the Subscription Receipts;
the securities exchange(s) on which the Subscription Receipts will be listed, if any; and
any other material terms and conditions of the Subscription Receipts.

Prior to the exchange of their Subscription Receipts, holders of Subscription Receipts will not have any of the rights of holders of the securities to be received on the exchange of the Subscription Receipts.

Subscription Receipts, if issued in registered form, will be exchangeable for other Subscription Receipts of the same tenor, at the office indicated in the applicable Prospectus Supplement. No charge will be made to the holder for any such exchange or transfer except for any tax or government charge incidental thereto.

Escrow

The Subscription Receipt Agreement will provide that the Escrowed Funds will be held in escrow by the Escrow Agent, and such Escrowed Funds will be released to us (and, if the Subscription Receipts are sold to or through underwriters or agents, a portion of the Escrowed Funds may be released to such underwriters or agents in payment of all or a portion of their fees in connection with the sale of the Subscription Receipts) at the time and under the terms specified by the Subscription Receipt Agreement. If the Release Conditions are not satisfied, holders of Subscription Receipts will receive payment of an

amount equal to all or a portion of the subscription price for their Subscription Receipts, plus any additional amounts provided for in the Subscription Receipt Agreement, in accordance with the terms of the Subscription Receipt Agreement.

Modifications

The Subscription Receipt Agreement will specify the terms upon which modifications and alterations to the Subscription Receipts issued thereunder may be made by way of a resolution of holders of Subscription Receipts at a meeting of such holders or by way of consent in writing from such holders. The number of holders of Subscription Receipts required to pass such a resolution or execute such a written consent will be specified in the Subscription Receipt Agreement. The Subscription Receipt Agreement will also specify that we may amend the Subscription Receipt Agreement and the Subscription Receipts, without the consent of the holders of the Subscription Receipts, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of the holder of outstanding Subscription Receipts or as otherwise specified in the Subscription Receipt Agreement.

DESCRIPTION OF WARRANTS

We may issue Warrants to purchase Common Shares, Debt Securities of other Securities of the Company. This section describes the general terms that will apply to any Warrants issued pursuant to this Prospectus.

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, Debt Securities or other Securities 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 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 Annual MD&A and 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 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 negative cash flow from operating activities in its most recently completed financial year and will require additional capital to accomplish its exploration and development plans and maintain adequate working capital, and there can be no assurance that financing will be available.

The Company has negative cash flow from operating activities in its most recently completed financial year. The Company is a development stage mining company, and none of the Company’s mineral projects are in production or generate revenue. Depending on the Company’s ability to achieve its plans and generate sufficient operating cash flow from future operations, the Company may require substantial additional financing to accomplish its exploration and development plans, maintain adequate working capital, or fund any non-operating expenses that may arise or become due such as interest, tax (in the UK, Canada or Brazil) or other expenses. Failure to obtain sufficient financing, or financing on terms acceptable to the Company, may result in a delay or indefinite postponement of exploration, development, or production on any or all of the Company’s properties or even a loss of an interest in a property, or an inability to pay any of the Company’s non-operating expenses which could also lead to late fees or penalties, depending on the nature of the expense. Additional financing may not be available when needed. If funding is available, the terms of such financing might not be favourable to the Company. If financing involves the issuance of debt, the terms of the agreement governing such debt could impose restrictions on the

Company's operation of its business. Failure to raise capital when needed could have a materially adverse effect on the Company's business, financial condition, and results of operations.

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 Debt Securities, Subscription Receipts, Warrants or Units.

There is no public market for the Debt Securities, Subscription Receipts, Warrants or Units and, unless otherwise specified in the applicable Prospectus Supplement, the Company does not intend to apply for listing of the Debt Securities, Subscription Receipts, Warrants or Units on any securities exchanges. If the Debt Securities, Subscription Receipts, 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 Debt Securities, Subscription Receipts, Warrants or Units, or that a trading market for these securities will develop at all.

There is no assurance of a sufficient liquid trading market for the Common Shares in the future.

Shareholders of the Company may be unable to sell significant quantities of Common Shares or Warrants into the public trading markets without a significant reduction in the price of their Common Shares or Warrants, or at all. There can be no assurance that there will be sufficient liquidity of the Company’s Common Shares or Warrants on the trading market, and that the Company will continue to meet the listing requirements of the TSX or the OTCQX or achieve listing on any other public listing exchange.

Prevailing interest rates will affect the market price or value of Debt Securities.

The market price or value of Debt Securities will decline as prevailing interest rates for comparable debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.

Subordination.

The Debt Securities will be subordinated indebtedness as described in the relevant Prospectus Supplement. In the event of the insolvency or winding-up of Meridian, any subordinated Debt Securities would be subordinated and postponed in right of payment to the prior payment in full of all other liabilities and indebtedness of Meridian, other than indebtedness that, by its terms, ranks equally with, or subordinate to, such subordinated Debt Securities.

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

All scientific and technical information relating to the Cabaçal Gold-Copper Project contained and incorporated by reference in this Prospectus is solely derived from the technical report titled "Cabaçal Gold-Copper Project NI 43-101 Technical Report and Pre-feasibility Study" with an effective date of March 10, 2025 (the "2025 PFS"), authored by the following individuals:

Name	Description
Tommaso Roberto Raponi (P. Eng), Principal Metallurgist with Ausenco Engineering Canada ULC	Co-authored the 2025 (as defined in NI 43-101)	PFS, “qualified person”
Scott Elfen (P. E.), Global Lead Geotechnical and Civil Services with Ausenco Engineering Canada ULC	Co-authored the 2025 (as defined in NI 43-101)	PFS, “qualified person”
Porfirio Cabaleiro Rodriguez (Engineer Geologist FAIG), of GE21 Consultoria Mineral	Co-authored the 2025 (as defined in NI 43-101)	PFS, “qualified person”
Leonardo Soares (PGeo, MAIG), Senior Geological Consultant of GE21 Consultoria Mineral	Co-authored the 2025 (as defined in NI 43-101)	PFS, “qualified person”
Marcelo Batelochi, (MAusIMM, CP Geo), Geological Consultant of MB Geologia Ltda	Co-authored the 2025 (as defined in NI 43-101)	PFS, “qualified person”
Norman Lotter (Mineral Processing Engineer; P.Eng.), of Flowsheets Metallurgical Consulting Inc.	Co-authored the 2025 (as defined in NI 43-101)	PFS, “qualified person”
Juliano Felix de Lima (Engineer Geologist MAIG), of GE21 Consultoria Mineral	Co-authored the 2025 (as defined in NI 43-101)	PFS, “qualified person”

To the knowledge of the Company, as of the date hereof, none of the foregoing persons hold any beneficial interest in, directly or indirectly, Common Shares, or securities convertible into Common Shares, equal to or greater than one percent (1%) of the issued and outstanding Common Shares, nor any other property of the Company or any of its associates or affiliates.

Mr. Erich Marques, B.Sc., FAIG and Chief Geologist of the Company, has reviewed and approved the scientific and technical information contained in this Prospectus not derived from the 2025 PFS. Mr. Marques is considered, by virtue of his education, experience and professional association, to be a Qualified Person for the purposes of NI 43-101. Mr. Marques is not independent of the Company within the meaning of NI 43-101.

The 2025 PFS is available on the internet on SEDAR+, which can be accessed online at www.sedarplus.ca.

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.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in some provinces and territories of Canada provides purchasers of securities with the right to withdraw from an agreement to purchase securities and with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser are not sent or delivered to the purchaser provided that the right to withdraw and 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 or territory. However, purchasers of Securities distributed under an ATM Distribution by the Company do not have the right to withdraw from an agreement to purchase the Securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the prospectus, prospectus supplement, and any amendment relating to the Securities purchased by such purchaser because the prospectus, prospectus supplement, and any amendment relating to the Securities purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of NI 44-102.

Securities legislation in some provinces and territories of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contains a misrepresentation. Those remedies must be exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation that a purchaser of the Securities distributed under an ATM Distribution by the Company may have against the Company or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement,

and any amendment relating to securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the prospectus referred to above.

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 or territorial securities legislation, to the price at which the convertible, exchangeable or exercisable Securities is offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, 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 and territories.

The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory 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 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.

C-1

CERTIFICATE OF MERIDIAN MINING PLC

December 15, 2025

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) “Gilbert Clark”	(signed) “David Halkyard”
Gilbert Clark	David Halkyard
Chief Executive Officer	Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) “Douglas Ford”	(signed) “Susanne Sesselmann”
Douglas Ford	Susanne Sesselmann
Director	Director

AI assistant

Meridian Mining — Capital/Financing Update 2025

47387_rns_2025-12-15_3d2d9c50-168e-4e97-957b-7d11a7f6b726.pdf

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

NOTICE TO READERS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

PRESENTATION OF FINANCIAL INFORMATION

CAUTIONARY NOTE TO UNITED STATES INVESTORS

DOCUMENTS INCORPORATED BY REFERENCE

THE COMPANY

Intercorporate Relationships

Recent Developments

USE OF PROCEEDS

CONSOLIDATED CAPITALIZATION

PLAN OF DISTRIBUTION

PRIOR SALES

TRADING PRICE AND VOLUME

EARNINGS COVERAGE

DESCRIPTION OF COMMON SHARES

Dividend Policy

DESCRIPTION OF DEBT SECURITIES

Priority

Terms of the Debt Securities

Modifications

DESCRIPTION OF SUBSCRIPTION RECEIPTS

Terms of the Subscription Receipts

Escrow

Modifications

DESCRIPTION OF WARRANTS

DESCRIPTION OF UNITS

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

RISK FACTORS

Substantial Volatility of Share Price

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 has negative cash flow from operating activities in its most recently completed financial year and will require additional capital to accomplish its exploration and development plans and maintain adequate working capital, and there can be no assurance that financing will be available.

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

There is an absence of a public market for certain of the Debt Securities, Subscription Receipts, Warrants or Units.

There is no assurance of a sufficient liquid trading market for the Common Shares in the future.

Prevailing interest rates will affect the market price or value of Debt Securities.

Subordination.

LEGAL MATTERS

TRANSFER AGENT AND REGISTRAR

INTEREST OF EXPERTS

INDEPENDENT AUDITOR

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

PURCHASER'S CONTRACTUAL RIGHTS

CERTIFICATE OF MERIDIAN MINING PLC

ON BEHALF OF THE BOARD OF DIRECTORS

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Meridian Mining Capital/Financing Update 2025