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UNDERWRITING AGREEMENT

February 6, 2026

Meridian Mining plc 8 th Floor, 4 More London Riverside London, United Kingdom SE1 2AU

Attention: Gilbert Clark, Chief Executive Officer

Stifel Nicolaus Canada Inc. ("Stifel") and BMO Nesbitt Burns Inc. ("BMO"), as joint bookrunners, together with Beacon Securities Limited, as co-lead underwriters (together with Stifel and BMO, the "Co-Lead Underwriters"), and ATB Capital Markets Corp., Scotia Capital Inc., SCP Resource Finance LP, and Raymond James Ltd. (collectively, the "Underwriters" and each individually, an "Underwriter") hereby severally, and not jointly or jointly and severally, offer to purchase from Meridian Mining plc (the "Corporation"), in the respective percentages set forth in Section 20 hereof, and the Corporation hereby agrees to issue and sell to the Underwriters, upon and subject to the terms hereof, an aggregate of 31,646,000 Common Shares (as defined herein) (the "Initial Shares"), on a "bought deal" basis, at a price of \$1.58 per Initial Share (the "Offering Price") for aggregate gross proceeds of \$50,000,680.

Upon and subject to the terms and conditions contained herein, and as more particularly described in Section 16, the Corporation hereby grants to the Underwriters an option (the "Over-Allotment Option") to purchase severally, and not jointly or jointly and severally, in the respective percentages set forth in Section 20 hereof, up to an additional 15% of the Initial Shares (being 4,746,900 Common Shares) at the Offering Price (the "Over-Allotment Shares"), solely for the purposes of covering over-allotments and for market stabilization purposes.

The Initial Shares and the Over-Allotment Shares are collectively referred to herein as the "Offered Shares" and the offering of the Offered Shares by the Corporation is hereinafter referred to as the "Offering".

The Offering shall take place in each of the Qualifying Jurisdictions (as defined herein), and in the United States (as defined herein) in transactions that are exempt from the registration requirements of the U.S. Securities Act (as defined below) and applicable U.S. state securities laws pursuant to the U.S. Placement Memorandum (as defined below), all in the manner contemplated by this Agreement, including in accordance with Schedule "B" hereto, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement. In particular, all sales of the Offered Shares in the United States shall (i) if made pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States, be made only to the substituted purchasers who are U.S. Accredited Investors (as defined below) directly by the Corporation, or (ii) if made pursuant to Rule 144A (as defined below), first be purchased by an Underwriter or its U.S. Affiliate (as defined in Schedule "A" hereto), acting as principal, and shall be resold only to Qualified Institutional Buyers (as defined below) in accordance with Rule 144A.

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The undersigned understand that the Corporation has prepared and filed with the Canadian securities regulatory authorities (the "Canadian Securities Commissions") in the provinces of British Columbia, Alberta and Ontario (the "Qualifying Jurisdictions") (i) a preliminary short form base shelf prospectus dated December 15, 2025 (together with the documents incorporated by reference therein, the "Preliminary Base Shelf Prospectus"), and (ii) a final short form base shelf prospectus dated January 5, 2026 (together with the documents incorporated by reference therein and any supplements or amendments thereto, the "Final Base Shelf Prospectus"), in respect of up to \$500,000,000 aggregate offering price of common shares, debt securities, subscription receipts, warrants and units of the Corporation, omitting the Shelf Information (as defined herein) in accordance with the Shelf Procedures (as defined herein) and that the Corporation has received a Prospectus Receipt (as defined herein) for the Preliminary Base Shelf Prospectus on December 15, 2025 and for the Final Base Shelf Prospectus on January 5, 2026.

The Corporation will prepare and file on the date hereof, with the Canadian Securities Commissions in the Qualifying Jurisdictions (as defined herein), in accordance with the Shelf Procedures, a prospectus supplement setting forth the Shelf Information (including any Documents Incorporated by Reference (as defined herein) therein and any supplements or amendments thereto, the "Prospectus Supplement", and, together with the Final Base Shelf Prospectus, the "Prospectus") in order to qualify for distribution to the public the Offered Shares in the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters.

The information, if any, included in the Prospectus Supplement that is omitted from the Final Base Shelf Prospectus for which a Prospectus Receipt has been obtained, but that is deemed under the Shelf Procedures to be incorporated by reference into the Final Base Shelf Prospectus as of the date of the Prospectus Supplement, is referred to herein as the "Shelf Information".

Any reference herein to any "amendment" or "supplement" to the Final Base Shelf Prospectus or Prospectus Supplement shall be deemed to refer to and include (i) the filing of any document with the Canadian Securities Commissions after the date of such Final Base Shelf Prospectus or the Prospectus Supplement, as the case may be, which is incorporated therein by reference or is otherwise deemed to be a part thereof or included therein by the Canadian Securities Laws (as defined herein), as applicable, and (ii) any such document so filed.

In consideration of the Underwriters' services to be rendered in connection with the Offering, including distributing the Offered Shares, directly and through other investment dealers and brokers, the Corporation agrees to pay the Underwriting Fee (as defined herein) to the Underwriters at the Closing Time (as defined herein) and, if applicable, the Over-Allotment Closing Time (as defined herein).

This Agreement shall be subject to the following terms and conditions:

1. Definitions and Interpretation

1.1 As used in this Agreement, the following terms have the respective meanings set forth below:

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"affiliate", "controlled", "distribution", "material change", "material fact" and "misrepresentation" have the respective meanings given to them in the Securities Act (British Columbia), except where otherwise specified in this Agreement;
"Agreement" means the agreement resulting from the acceptance by the Corporation of the offer made by the Underwriters hereby;
"Applicable Laws" means, in relation to any person, agreement, property, transaction, event or other matter, all applicable laws, statutes, authorizations, ordinances, decrees, rules, regulations, by-laws, legally enforceable policies, codes or guidelines, judicial, arbitral, administrative, ministerial, departmental or regulatory judgements, orders, decisions, directives, rulings, subpoenas, or awards, and conditions of any grant or maintenance of any approval, permission, certification, consent, registration, authority or licence, any applicable federal or provincial pricing policies, and any other requirements of any Governmental Authority, by which such Person is bound or having application to the Corporation or the Offering and any amendments or supplements to, or all replacements and substitutions of, any of the foregoing;
"BMO" has the meaning given to it on page 1 hereof;
"Business Day" means any day, other than a Saturday or Sunday, on which banks are open for business in Toronto, Ontario and Vancouver, British Columbia;
"Cabaçal Purchase Agreement" has the meaning given to such term in Section 7(tt) hereof;
"Cancana" means Cancana Resources Corp.;
"Canadian Securities Commissions" has the meaning given to it on page 2 hereof;
"Canadian Securities Laws" means all securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published national, multilateral and local policy statements, instruments, notices, blanket orders and rulings of the securities regulatory authorities in the Qualifying Jurisdictions;
"CDS" means CDS Clearing and Depository Services Inc.;
"Claims" has the meaning given thereto in Section 9.1 hereof;
"Closing Date" has the meaning given thereto in Section 14.1 hereof;
"Closing Time" has the meaning given thereto in Section 14.1 hereof;
"Co-Lead Underwriters" has the meaning given to it on page 1 hereof;
"Common Shares" means the ordinary shares (common shares) in the capital of the Corporation;

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"Corporation" means Meridian Mining plc;

"Corporation's Auditors" means KPMG LLP;

"Corporation's Counsel" means Osler, Hoskin & Harcourt LLP;

"Defaulting Underwriter" has the meaning given thereto in Section 20.2 hereof;

"Documents Incorporated by Reference" means all interim and annual financial statements, management's discussion and analysis, business acquisition reports, management information circulars, annual information forms, material change reports, Marketing Documents and other documents that are or are required by Canadian Securities Laws to be incorporated by reference into the Offering Documents, as applicable;

"Employment Laws" has the meaning given thereto in Section 7(yy) hereof;

"Environmental Laws" means any federal, provincial, state, municipal and local or foreign law, statute, ordinance, rule, bylaw and regulation, order, directive, decree, judgment, injunction, permit, license, authorization or other binding requirement or common law or other Applicable Law, relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including, without limitation, those relating to the distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials or Conditions, and "Hazardous Materials or Conditions" means any material, substance (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) or condition that is regulated by or may give rise to liability under any Environmental Laws;

"Final Base Shelf Prospectus" has the meaning given to it on page 2 hereof;

"Financial Statements" means the audited consolidated financial statements of the Corporation for the years ended December 31, 2024 and December 31, 2023, together with the notes to such financial statements and the report of the auditors of the Corporation on such financial statements;

"FRA" means the Frankfurt Stock Exchange;

"Governmental Authority" means any (i) multinational, federal, provincial, state, municipal, local or other governmental or public department, court, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the foregoing; (iii) any quasigovernmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the above (including the TSX, OTCQX and FRA); or (iv) any arbitrator exercising jurisdiction over the affairs of the applicable person, asset, obligation or other matter;

"Governmental Licences" has the meaning given thereto in Section 7(kk) hereof;

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"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board;
"Indemnified Party" and "Indemnified Parties" each has the meaning given thereto in Section 9.1 hereof;
"Initial Shares" has the meaning given to it on page 1 hereof;
"IT Systems" has the meaning given to such term in Section 7(hhh) hereof;
"Lien" means any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature, or any other arrangement or condition which, in substance, secures payment or performance of an obligation;
"Losses" has the meaning given thereto in Section 9.1 hereof;
"Material Property" has the meaning given to such term in Section 7(mm) hereof;
"Mineral Properties" has the meaning given to such term in Section 7(qq) hereof;
"Material Subsidiaries" means, collectively, Rio Cabaçal Participações S.A, Rio Cabaçal Mineração Ltda. and Rio Cabaçal Internacional Ltda.;
"Marketing Documents" means the two term sheets in respect of the offering and sale of the Offered Shares each dated February 4, 2026;
"marketing materials" has the meaning given to that term in NI 41-101;
"Material Adverse Effect" means any effect, change, event or occurrence (including a decision to implement such a change made by the board of directors or by senior management who believe that confirmation of the decision of the board of directors is probable) that is, or is reasonably likely to be, materially adverse to the results of operations, condition (financial or otherwise), assets, properties, capital, liabilities (contingent or otherwise), cash flow, income or business operations of the Corporation or its Subsidiaries;
"Money Laundering Laws" has the meaning given thereto in Section 7(ooo) hereof;
"NI 41-101" means National Instrument 44-101 General Prospectus Requirements;
"NI 43-101" means National Instrument 43-101 Standards of Disclosure for Mineral Projects;
"NI 44-101" means National Instrument 44-101 Short Form Prospectus Distributions;
"NI 44-102" means National Instrument 44-102 Shelf Distributions;
"NI 51-102" means National Instrument 51-102 Continuous Disclosure Obligations;

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"NI 52-110" means National Instrument 52-110 Audit Committees;
"Offered Shares" has the meaning given to it on page 1 hereof;
"Offering" has the meaning given to it on page 1 hereof;
"Offering Documents" means each of the Final Base Shelf Prospectus, the Prospectus Supplement, any Prospectus Amendment, including the Documents Incorporated by Reference, the Marketing Documents and the U.S. Placement Memorandum;
"Offering Price" has the meaning given to it in on page 1 hereof;
"Optionors" means Prometálica Mineração Eireli and IMS Engenharia Mineral Ltda.;
"Other Properties" has the meaning given to such term in Section 7(qq) hereof;
"OTCQX" means the OTCQX Best Market;
"Over-Allotment Closing Date" has the meaning given thereto in Section 16.1 hereof;
"Over-Allotment Closing Time" has the meaning given thereto in Section 16.2 hereof;
"Over-Allotment Option" has the meaning given to it on page 1 hereof;
"Over-Allotment Shares" has the meaning given to it on page 1 hereof;
"Person" includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;
"Personal Data" has the meaning given to such term in Section 7(hhh) hereof;
"Public Record" means all information filed by or on behalf of the Corporation with the Securities Commissions via SEDAR+ in Canada since April 9, 2024, including any other information filed with Canadian Securities Commissions in compliance, or intended compliance, with any Canadian Securities Laws of the Qualifying Jurisdictions;
"Preliminary Base Shelf Prospectus" has the meaning given to it on page 2 hereof;
"President's List" has the meaning given to it in Section 11.1 hereof;
"Prospectus" has the meaning given to it on page 2 hereof;
"Prospectus Amendment" means any amendment to the Final Base Shelf Prospectus or the Prospectus Supplement;
"Prospectus Receipt" means the receipt issued by the British Columbia Securities Commission, which also evidences that the Ontario Securities Commission has issued a receipt and is deemed to also be a receipt of the Alberta Securities Commission pursuant

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to Multilateral Instrument 11-102 – Passport System and National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions, for the Preliminary Base Shelf Prospectus, the Final Base Shelf Prospectus and any Prospectus Amendment, as the case may be;

"Prospectus Supplement" has the meaning given to it on page 2 hereof;

"Purchasers" means, collectively, each of the purchasers of the Offered Shares arranged by the Underwriters pursuant to the Offering;

"Qualified Institutional Buyer" means a qualified institutional buyer as defined in Rule 144A(a)(1) under the U.S. Securities Act;

"Qualifying Jurisdictions" has the meaning given to it on page 2 hereof;

"Rule 144A" means Rule 144A adopted by the United States Securities and Exchange Commission under the U.S. Securities Act;

"Sanctioned Country" has the meaning given thereto in Section 7(nnn) hereof;

"Sanctions" has the meaning given thereto in Section 7(nnn) hereof;

"Securities Laws" means the Canadian Securities Laws and the U.S. Securities Laws;

"SEDAR+" means the System for Electronic Data Analysis and Retrieval+;

"Selling Firm" has the meaning given thereto in Section 2.1 hereof;

"Shareholders' Meeting" means the annual general and special meeting of shareholders of the Corporation held on June 24, 2025;

"Shelf Information" has the meaning given to it on page 2 hereof;

"Shelf Procedures" means NI 44-101 and NI 44-102;

"Stifel" has the meaning given to it on page 1 hereof;

"Subsidiaries" means, collectively, Rio Cabaçal Participações S.A, Rio Cabaçal Mineração Ltda., Cancana, Rio Cabaçal Internacional Ltda. and Meridian Mineração Jaburi S.A.;

"Supplementary Material" means, collectively, any amendment to the Offering Documents and any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Corporation under Canadian Securities Laws relating to the Offering and/or the distribution of the Offered Shares;

"Technical Report" means the technical report entitled "Cabaçal Gold-Copper Project NI 43-101 Technical Report and Pre-feasibility Study, Mato Grosso, Brazil" with an effective date of March 10, 2025 and filed by or on behalf of the Corporation with the Canadian Securities Commissions via SEDAR+ in Canada;

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"template version" has the meaning ascribed to such term in NI 41-101 and includes any revised template version of marketing materials as contemplated by NI 41-101;
"TSX" means the Toronto Stock Exchange;
"Underwriters" has the meaning given to it on page 1 hereof;
"Underwriters' Counsel" means Borden Ladner Gervais LLP;
"Underwriting Fee" has the meaning given thereto in Section 11.1 hereof;
"United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;
"U.S. Accredited Investor" means an "accredited investor" as defined in Rule 501(a) of Regulation D under the U.S. Securities Act;
"U.S. Affiliate" of any Underwriter means the U.S. registered broker-dealer affiliate of such Underwriter;
"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;
"U.S. Person" means a "U.S. person" as defined in Rule 902(k) of Regulation S under the U.S. Securities Act;
"U.S. Placement Memorandum" means the final U.S. private placement memorandum (which shall include the Prospectus) and any amendment thereto used to make offers and sales of Offered Shares in the United States in accordance with Schedule "B" hereto, and any exhibits, schedules or attachments thereto;
"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; and
"U.S. Securities Laws" means all applicable securities legislation in the United States, including, without limitation, the U.S. Securities Act, the U.S. Exchange Act, and any applicable state securities laws.
1.2 Any reference in this Agreement to a Section or Subsection shall refer to a section or subsection of this Agreement.
1.3 All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case required and the verb shall be construed as agreeing with the required word and/or pronoun.
1.4 Any reference in this Agreement to "\$" or to "dollars" shall refer to the lawful currency of Canada, unless otherwise specified.

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1.5 The following are the schedules to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

Schedule "A" – Material Property Schedule "B" – Compliance with United States Securities Laws

2. Distribution of the Offered Shares

2.1 Subject to prior approval by the Corporation, each Underwriter shall be permitted to (a) appoint additional investment dealers or brokers (each, a "Selling Firm") as its agents in the Offering, and (b) determine the remuneration payable to such Selling Firm. Such remuneration shall be payable by the Underwriters from the Underwriting Fee. The Underwriters may offer the Offered Shares, directly and through Selling Firms or any duly registered affiliate of an Underwriter, in the Qualifying Jurisdictions, for sale to the public only in accordance with Canadian Securities Laws and in any jurisdiction outside of Canada agreed to by the Corporation (subject to Section 6 hereof) to purchasers permitted to purchase the Offered Shares only in accordance with Canadian Securities Laws and applicable securities laws in such jurisdiction, and upon the terms and conditions set forth in the Offering Documents and in this Agreement. Each Underwriter shall require any Selling Firm appointed by such Underwriter to agree to the foregoing and to comply with the terms of this Agreement as applicable to the Underwriters, including Schedule "B" attached hereto. Such Underwriter(s) shall be severally responsible for the compliance by such Selling Firm with the provisions of this Agreement.
2.2 The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Shares in a manner that complies with all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Offered Shares or distribute the Offering Documents, as applicable, in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Offering Documents, as applicable, to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum (other than with respect to notice of exemption from registration filings in the United States), in the United States, except in a manner which will not require the Corporation to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of such other jurisdictions.
2.3 For purposes of this Section 2, the Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution in any Qualifying Jurisdiction where a Prospectus Receipt shall have been obtained following the filing of the Final Base Shelf Prospectus and where the Prospectus Supplement has been filed, unless otherwise notified in writing by the Corporation.
2.4 The Co-Lead Underwriters shall promptly notify the Corporation when, in their opinion, the distribution of the Offered Shares has ceased.
2.5 The Corporation acknowledges that the Underwriters may offer the Offered Shares for sale to the public at a price less than the Offering Price after the Underwriters have made reasonable efforts to sell the Offered Shares at the Offering Price, but for greater certainty,

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any sales of Offered Shares at a price less than the Offering Price by the Underwriters shall not decrease the net proceeds payable to the Corporation for the Offered Shares.
2.6 The Underwriters shall not, in connection with the services provided hereunder, make any representations or warranties with respect to the Corporation or its securities, other than as set forth in the Offering Documents.
2.7 Notwithstanding the foregoing provisions of this Section 2, no Underwriter will be liable to the Corporation under this Section 2 or Schedule "B" to this Agreement with respect to a default by another Underwriter or another Underwriter's duly registered brokerdealer affiliate, as the case may be.
2.8 The Underwriters acknowledge that the Corporation is not taking any steps to qualify the Offered Shares for distribution or register the Offered Shares or the distribution thereof with any securities regulatory authority outside of the Qualifying Jurisdictions.
2.9 The Corporation and the Underwriters hereby acknowledge that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States except on a private placement basis to persons reasonably believed to be (i) Qualified Institutional Buyers in accordance with Rule 144A, and/or (ii) U.S. Accredited Investors in accordance with Rule 506(b) of Regulation D under the U.S. Securities Act and/or Section 4(a)(2) of the U.S. Securities Act. Accordingly, the Corporation and each of the Underwriters hereby agree that offers and sales of the Offered Shares in the United States shall be conducted only in the manner specified in Schedule "B" hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.
2.10 Any press release announcing or otherwise concerning the Offering shall include an appropriate notation substantially as follows: "NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES".

In addition, any such press release shall contain substantially the following disclaimer: "The securities offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful."

3. Filing of Prospectuses; Marketing Materials; Due Diligence

3.1 During the period of the distribution of the Offered Shares, the Corporation shall cooperate in all respects with the Underwriters to allow and assist the Underwriters to participate fully in the preparation of, and allow the Underwriters to approve (acting reasonably) the form and content of, the Offering Documents (other than Documents Incorporated by Reference filed prior to the date hereof) and shall allow the Underwriters to conduct all "due diligence" investigations which the Underwriters may reasonably require to fulfil the Underwriters' obligations under Canadian Securities Laws as underwriters and, in the case of the

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Prospectus Supplement and any Prospectus Amendment, to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters.

3.2 Without limiting the generality of Section 3.1 above, during the distribution of the Offered Shares:
(a) the Corporation shall prepare, in consultation with the Co-Lead Underwriters, and shall approve in writing, prior to the time that any such marketing materials are provided to potential Purchasers, a template version of any marketing materials reasonably requested to be provided by the Underwriters to any such potential Purchasers, and such marketing materials shall comply with Canadian Securities Laws and shall be acceptable in form and substance to the Underwriters and their counsel, acting reasonably;
(b) the Co-Lead Underwriters shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to the time that such marketing materials are provided to potential Purchasers;
(c) the Corporation shall file a template version of any such marketing materials on SEDAR+ as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Co-Lead Underwriters and, in any event, on or before the day the marketing materials are first provided to any potential Purchaser, and any comparables shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR+ (provided that if any such comparables are removed, the Corporation shall deliver a complete template version of any such marketing materials to the British Columbia Securities Commission), and the Corporation shall provide a copy of such filed template version to the Underwriters as soon as practicable following such filing; and
(d) following the approvals and filings set forth in Section 3.2(a) to (c) above, the Underwriters may provide a limited use version of such marketing materials to potential Purchasers in accordance with Canadian Securities Laws.
3.3 The Corporation and each Underwriter, on a several basis, covenants and agrees not to provide any potential Purchaser with any marketing materials except for marketing materials which have been approved as contemplated in Section 3.2.

4. Material Changes

4.1 During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing of:
(a) any material change (actual, anticipated, contemplated or threatened) in or relating to the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or ownership of the Corporation and its Subsidiaries, taken as a whole;

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(b) any material fact in respect of the Corporation and its Subsidiaries, taken as a whole, which has arisen or been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on or prior to the date of such document; or
(c) any change in any material fact (which for purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents, as they exist immediately prior to such change, which fact or change is, or may reasonably be expected to be, of such a nature as to render any statement in such Offering Documents, as they exist taken together in their entirety immediately prior to such change, misleading or untrue in any material respect or which would result in the Offering Documents, as they exist immediately prior to such change, containing a misrepresentation or which would result in the Offering Documents, as they exist immediately prior to such change, not complying (to the extent such compliance is required) with the laws of any Qualifying Jurisdiction in which the Offered Shares are to be offered for sale.
4.2 The Underwriters agree, and will require each Selling Firm to agree, to cease the distribution of the Offered Shares upon the Underwriter receiving written notification of any change or material fact with respect to any Offering Document contemplated by this Section 4 and to not recommence the distribution of the Offered Shares until Supplementary Materials disclosing such change are filed in the applicable Qualifying Jurisdictions.
4.3 The Corporation shall promptly comply with all applicable filing and other requirements under Canadian Securities Laws whether as a result of such change, material fact or otherwise; provided that the Corporation shall not file any Supplementary Material or other document without first providing the Underwriters with a copy of such Supplementary Material or other document and consulting with the Underwriters with respect to the form and content thereof.
4.4 If, during the distribution of the Offered Shares, there is any change in any Canadian Securities Laws, which results in a requirement to file a Prospectus Amendment, the Corporation shall, subject to Section 4.3 above, make any such filing under Canadian Securities Laws as soon as possible.
4.5 The Corporation shall in good faith discuss with the Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.

5. Deliveries to the Underwriters

5.1 Delivery of the Prospectus Supplement or any Prospectus Amendments will be satisfied in accordance with the "access equals delivery" provisions contained in Part 6A of NI 44- 102. Each of the Corporation and the Underwriters shall satisfy any request for electronic or paper copies of the Prospectus and Prospectus Amendment, if any, in accordance with the requirements of NI 44-102, without charge.

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5.2 If requested by the Underwriters, the Corporation shall deliver or cause to be delivered to the Underwriters, forthwith:
(a) copies of the Final Base Shelf Prospectus and the Prospectus Supplement duly signed by the Corporation where required by the laws of all of the Qualifying Jurisdictions and any Marketing Documents;
(b) copies of the U.S. Placement Memorandum;
(c) copies of any Prospectus Amendment required to be filed under Section 4 hereof duly signed as required by the laws of all of the Qualifying Jurisdictions; and
(d) copies of any amended U.S. Placement Memorandum.
5.3 If requested by the Underwriters, the Corporation shall as soon as practicable cause to be delivered to the Underwriters in such cities in the Qualifying Jurisdictions and in the United States as they may reasonably request, without charge, such numbers of commercial copies of the Final Base Shelf Prospectus, Prospectus Supplement and any Marketing Documents and the U.S. Placement Memorandum, excluding in each case the Documents Incorporated by Reference, as the Underwriters shall reasonably require. The Corporation shall similarly cause to be delivered to the Underwriters commercial copies of any Prospectus Amendment or amendment to the U.S. Placement Memorandum, excluding in each case the Documents Incorporated by Reference. The Corporation agrees that such deliveries shall be effected as soon as possible and, in any event, in all cities with respect to the Prospectus Supplement, the U.S. Placement Memorandum, any Marketing Documents, any Prospectus Amendment and any amendment to the U.S. Placement Memorandum by 9:00 a.m. (Toronto time) on the second Business Day following filing of the Prospectus Supplement or Prospectus Amendment, as the case may be, provided that the Underwriters have given the Corporation written instructions as to the number of copies required and the places to which such copies are to be delivered not less than 24 hours prior to the time requested for delivery. Such delivery shall also confirm that the Corporation consents to the use by the Underwriters and Selling Firms of the Offering Documents in connection with the distribution of the Offered Shares in compliance with the provisions of this Agreement.
5.4 By the act of having filed and delivered, as applicable, the Offering Documents to the Underwriters, the Corporation shall have represented and warranted to the Underwriters that, as at the dates of filing and delivery, as applicable: (i) all information and statements (except information and statements relating solely to the Underwriters and provided by them in writing solely for inclusion therein) contained in the Base Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendment, as applicable, including all Documents Incorporated by Reference, are true and correct in all material respects as of the date thereof, and such documents, at such dates, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Shares; (ii) no material fact or information has been omitted from the Base Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendment (except facts or information relating solely to the Underwriters) which is required to be

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stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; (iii) the Base Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendment comply fully with Canadian Securities Laws, as applicable; and (iv) the U.S. Placement Memorandum contains no untrue statement of a material fact nor omits to state a material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading and complies fully with the requirements of U.S. Securities Laws.

5.5 The Corporation shall also deliver or cause to be delivered to the Underwriters, concurrently with the filing of the Prospectus Supplement with the Canadian Securities Commissions, "long form" comfort letters of the Corporation's Auditors, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Corporation, with respect to certain financial and accounting information relating to the Corporation and affiliates contained in the Offering Documents, which letter shall be in addition to the auditors' report incorporated by reference in the Prospectus and the U.S. Placement Memorandum.
5.6 On or prior to the Closing Time, the Corporation shall deliver or cause to be delivered to each of the Underwriters a copy of the letter from the TSX advising the Corporation that conditional approval of the listing of Offered Shares has been granted by the TSX, subject to the satisfaction by the Corporation of the conditions set out therein.

6. Regulatory Approvals

The Corporation will make all necessary filings, use its commercially reasonable efforts to obtain all necessary consents and approvals (if any) and pay all filing fees required to be paid in connection with the transactions contemplated by this Agreement. The Corporation will use its commercially reasonable efforts to qualify the Offered Shares for offering and sale under the Canadian Securities Laws of the Qualifying Jurisdictions and maintain such qualifications in effect for so long as required for the distribution of the Offered Shares; provided, however, that (i) the Corporation shall not be obligated to make any material filing, file any prospectus, registration statement or similar document, consent to service of process (except for any required notice of exemption from registration filings in the United States), or qualify as a foreign corporation or as a dealer in securities in any of such other jurisdictions, or subject itself to taxation in respect of doing business in any of such other jurisdictions in which it is not otherwise so subject, or become subject to any additional periodic reporting or continuous disclosure obligations in such other jurisdictions, and (ii) the Underwriters and the Selling Firms shall comply with the Applicable Laws in any such designated jurisdiction in making offers and sales of Offered Shares therein.

7. Representations and Warranties of the Corporation

The Corporation represents and warrants to each of the Underwriters and acknowledges that the Underwriters are relying on such representations and warranties in entering into this Agreement that:

(a) the Corporation has been duly organized, is validly existing, is in good standing and is up-to-date in respect of all corporate filings, in all material respects, under the laws of the

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United Kingdom and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is carried on;

(b) the Corporation (i) has the requisite corporate power, authority and capacity to own, lease and operate its property and assets and to carry on its business as currently carried on or as proposed to be carried on; and (ii) has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue and sell the Offered Shares;
(c) the Corporation has been and is in compliance, in all material respects, with its continuous and timely disclosure obligations under Securities Laws (including the laws, rules and regulations of the TSX, OTCQX and FRA); no confidential material change report has been filed by the Corporation under Securities Laws that remains confidential at the date of this Agreement; the Corporation has not completed a "significant acquisition", which would require the Corporation to file a business acquisition report under Securities Laws which has not yet been filed; and all of the material contracts and agreements of the Corporation not made in the ordinary course of business, if required under the Securities Laws, have been filed with the applicable securities commissions (including the Canadian Securities Commissions);
(d) the Corporation has been and is in compliance, in all material respects, with its obligations under and the provisions of NI 43-101;
(e) the Corporation is qualified in accordance with the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus in each of the Qualifying Jurisdictions and there are no reports or information that in accordance with the requirements of Canadian Securities Laws must be made publicly available in connection with the Offering as at the date hereof that have not been made publicly available as required;
(f) the Corporation has the necessary corporate power and authority to file the Prospectus Supplement and, if applicable, will have the necessary corporate power and authority to file any Prospectus Amendment prior to the filing thereof, and all necessary corporate action has been taken by the Corporation to authorize the execution by it of the Prospectus Supplement and the filing thereof, as the case may be, in each of the Qualifying Jurisdictions under Canadian Securities Laws;
(g) the Corporation has taken, or will have taken prior to the Closing Time, all necessary corporate action to authorize the execution and delivery of this Agreement and the performance by the Corporation of its obligations hereunder and the issuance of the Offered Shares, and the Offered Shares shall have the attributes corresponding in all material respects to the descriptions thereof set forth in the Offering Documents;
(h) all of the material contracts and agreements of the Corporation, if required under the Canadian Securities Laws, have been or will be filed with the Canadian Securities Commissions. Neither the Corporation nor any of its Subsidiaries has received any notification from any party that it intends to terminate any such material contract;
(i) with respect to forward-looking information contained in or incorporated by reference in the Offering Documents: (i) the Corporation had a reasonable basis for the forwardlooking information at the time the disclosure was made; (ii) all forward-looking information is

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identified as such in compliance with applicable Canadian Securities Laws, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information and identifies material risk factors that could cause actual results to differ materially from the forward-looking information and states the material factors or assumptions used to develop forward-looking information;

(j) to the knowledge of the Corporation, no securities commission, stock exchange or comparable authority has issued any order preventing or suspending the use or effectiveness of the Offering Documents or preventing the trading in any securities of the Corporation in any Qualifying Jurisdiction nor instituted proceedings for that purpose and, to the knowledge of the Corporation, no such proceedings are pending, contemplated or threatened;
(k) other than as disclosed in the Public Record, since the date of the Financial Statements (i) there has been no material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation or its Subsidiaries, (ii) there have been no transactions entered into by the Corporation or its Subsidiaries which are material with respect to the Corporation or its Subsidiaries, other than those in the ordinary course of business, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Corporation on any class of its shares;
(l) the Corporation has authorized share capital consisting of an unlimited number of Common Shares, of which 420,108,765 Common Shares are issued and outstanding as of the date of this Agreement and has an aggregate of 20,456,971 stock options and nil warrants outstanding as of the date of this Agreement. Other than as disclosed in the Public Record, no person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Corporation of any unissued shares of the Corporation;
(m) all of the issued and outstanding securities of the Corporation have been duly and validly authorized and issued and are fully paid and non-assessable shares of the Corporation, and none of the outstanding securities of the Corporation were issued in violation of the pre-emptive or similar rights of any securityholder of the Corporation;
(n) the Corporation has no subsidiaries or affiliates other than the Subsidiaries and the Corporation beneficially owns, directly or indirectly, all of the issued and outstanding shares in the capital of the Subsidiaries free and clear of all Liens, mortgages, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and validly issued and are outstanding as fully paid shares and subject to no further call for contribution and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Corporation of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of its Subsidiaries or any other security convertible into or exchangeable for any such shares;
(o) each of the Subsidiaries has been duly incorporated, is validly existing, is in good standing and is up-to-date in respect all corporate filings under the laws of its jurisdiction of formation, continuation, amalgamation or incorporation, has all requisite corporate power and

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authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets.

(p) no proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending for the dissolution or liquidation of the Corporation or any of the Subsidiaries; neither the Corporation nor its Subsidiaries has committed an act of bankruptcy or sought protection from its creditors from any court or pursuant to any legislation, proposed a compromise or arrangement to its creditors generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt or wound up, as the case may be, taken any proceeding to have a receiver appointed for any part of its assets, had any encumbrance or receiver take possession of any of its property, had an execution or distress become enforceable or levied upon any portion of its property or had any petition for a receiving order in bankruptcy or application for a bankruptcy order filed against it, and at the Closing Time or the Over-Allotment Closing Time, neither the Corporation nor its Subsidiary will be an insolvent person (as that term is defined in the Bankruptcy and Insolvency Act (Canada));
(q) at the Closing Time or the Over-Allotment Closing Time, the Offered Shares shall be duly authorized and validly issued as fully paid and non-assessable Common Shares;
(r) the Common Shares are listed for trading or quoted, as applicable, on the TSX, OTCQX and FRA and the Offered Shares are conditionally listed for trading on the TSX, subject to the satisfaction of customary conditions required by the TSX;
(s) the Corporation is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of, this Agreement and the performance of any of the transactions contemplated by this Agreement by the Corporation, do not and will not result in any breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under any Applicable Law, or any term or provision of the articles, by-laws or resolutions of the directors or shareholders of the Corporation, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation;
(t) this Agreement and the performance of the Corporation's obligations under this Agreement has been duly authorized by all necessary corporate action and this Agreement has been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and, with respect to this Agreement, by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by Applicable Law;
(u) no approval, authorization, consent or other order of, and no filing, registration or recording with any Governmental Authority or other person is required of the Corporation, other than with respect to notice of exemption from registration filings in the United States or other than as already completed or obtained, in connection with the execution and delivery of or with the performance by the Corporation of its obligations under this Agreement, except as required by the

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TSX and post-Closing obligations pursuant Canadian Securities Laws with regard to the distribution of the Offered Shares, if any, in the Qualifying Jurisdictions;

(v) the Corporation is not aware of any pending change or contemplated change to any Applicable Law or regulation or governmental position that would have a Material Adverse Effect;
(w) the Financial Statements have been prepared in conformity with IFRS applied on a consistent basis throughout the periods involved, contain no material misrepresentations and present fairly in all material respects the financial position, results of operations and cash flows of the Corporation on a consolidated basis as at the date of the Financial Statements;
(x) the Corporation maintains a system of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and maintains a system of disclosure controls and procedures that is designed to provide reasonable assurances that information required to be disclosed by the Corporation under Securities Laws is recorded, processed, summarized and reported within the time periods specified under Securities Laws and to ensure that information required to be disclosed by the Corporation under Securities Laws is accumulated and communicated to the Corporation's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure;
(y) no director or officer, former director or officer, or shareholder or employee of, or any other person not dealing at arm's length with, the Corporation or its Subsidiaries is engaged or, to the knowledge of the Corporation, will become engaged, in any material transaction or arrangement with or be a party to a material contract with, or has any indebtedness, liability or obligation to, the Corporation or its Subsidiaries, except as disclosed in the Public Record or for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Corporation or its Subsidiaries as described in the Public Record;
(z) neither the Corporation nor its Subsidiaries has any liabilities, debentures, notes, mortgages, or other indebtedness or obligations (whether accrued, absolute, contingent or otherwise) that continue to be outstanding except as disclosed or contemplated in the Public Record;
(aa) except as would not be expected to have a Material Adverse Effect, there is no litigation or governmental or other proceeding or investigation at law or in equity before any Governmental Authority, domestic or foreign, in progress, pending or, to the Corporation's knowledge, threatened (and the Corporation does not know of any basis therefor) against, or involving the assets, properties or business of, the Corporation or its Subsidiaries, nor are there any matters under discussion with any Governmental Authority relating to taxes, governmental charges, orders or assessments asserted by any such authority and to the Corporation's knowledge there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation, taxes, governmental charges, orders or assessments;

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(bb) the Corporation's Auditors are independent public accountants as required under Canadian Securities Laws and there has never been a reportable event (within the meaning of NI 51-102) between the Corporation and the Corporation's Auditors;
(cc) there has been no change in accounting policies or practices of the Corporation or its Subsidiaries other than as disclosed in the Financial Statements;
(dd) the responsibilities and composition of the Corporation's audit committee comply with NI 52-110;
(ee) each of the Corporation and its Subsidiaries is not in violation of its constating documents or in default in any material respect in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease, licence or other agreement or instrument to which it is a party or by which it or its property or assets may be bound;
(ff) each of the Corporation and its Subsidiaries is not a party to, bound by or affected by any commitment, agreement or document containing any covenant which expressly and materially limits its freedom to compete in any line of business, transfer or move any of its respective assets or operations or which adversely materially affects the business practices, operations or condition of the Corporation or its Subsidiaries;
(gg) to the knowledge of the Corporation, no counterparty to any material obligation, agreement, covenant or condition contained in any material contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument to which any the Corporation or its Subsidiaries is a party is in default in the performance or observance thereof;
(hh) all material tax returns required to be filed by the Corporation and its Subsidiaries on or prior to the date of this Agreement have been filed and all material taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties applicable thereto, due or claimed to be due have been paid and neither the Corporation nor its Subsidiaries is a party to any agreement, waiver or arrangement with any taxing authority which relates to any extension of time with respect to the filing of any tax returns, any payment of taxes or any assessment of taxes; there is no tax deficiency which has been asserted against the Corporation or its Subsidiaries and all material tax liabilities are adequately provided for in the Financial Statements in accordance with IFRS for all periods up to the date of the latest audited balance sheet; there are no assessments or investigations in progress, pending or, to the knowledge of the Corporation, threatened against the Corporation or its Subsidiaries in respect of taxes; there are no Liens for taxes upon the assets of the Corporation or its Subsidiaries;
(ii) each of the Corporation and its Subsidiaries has conducted and is conducting its business in material compliance with all Applicable Laws of each jurisdiction in which it carries on business and neither the Corporation nor its Subsidiaries have received any notice of any alleged violation of any such laws, rules and regulations, and neither the Corporation nor its Subsidiaries know of or has reasonable grounds to know of, any facts that would give rise to a notice of noncompliance with any such laws other than as would not be expected to have a Material Adverse Effect;

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(jj) all information which has been prepared or compiled by the Corporation relating to the Corporation and its Subsidiaries, and its business, properties (including the Mineral Properties) and liabilities, and either filed on SEDAR+ or provided to the Underwriters, including all financial, marketing, sales, technical mining and operational information, is as of the date of such information, true and correct in all material respects, and no material fact or facts have been omitted therefrom which would make such information misleading. In addition, the Corporation has filed all documents required to be filed by it under the Canadian Securities Laws and is in compliance with any order or undertaking issued by any Canadian Securities Commission and the documents filed by the Corporation constituting the Public Record were, as of the date such documents were filed, except for refiled disclosure documents, true and correct in all material respects, did not contain a misrepresentation and no material fact or facts have been omitted therefrom that would make such documents materially misleading. The Corporation is not aware of any circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) and analogous secondary market liability disclosure provisions under applicable Canadian Securities Laws in the Qualifying Jurisdictions;
(kk) each of the Corporation and its Subsidiaries and, to the knowledge of the Corporation only as it relates to the Material Property, the Optionors, possesses such permits, licences, approvals, consents and other authorizations issued by Governmental Authorities (collectively, "Governmental Licences") necessary to conduct the business now operated by them and currently proposed to be operated by them, and all such Governmental Licences are valid and existing and in good standing; each of the Corporation and its Subsidiaries and, to the knowledge of the Corporation only as it relates to the Material Property, the Optionors, is in compliance in all material respects with the terms and conditions of all such Governmental Licences and neither the Corporation nor its Subsidiaries nor, to the knowledge of the Corporation only as it relates to the Material Property, the Optionors, has received any notice of any material alleged violation of any such Governmental Licences, nor knows of, nor has reasonable grounds to know of, any facts that would give rise to a notice of non-compliance with or revocation of any such Governmental Licences;
(ll) (i) neither the Corporation or its Subsidiaries or, to the knowledge of the Corporation only as it relates to the Material Property, the Optionors, is in violation of any Environmental Laws other than as would not be expected to have a Material Adverse Effect, (ii) the Corporation and its Subsidiaries and, to the knowledge of the Corporation only as it relates to the Material Property, the Optionors, have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in material compliance with their requirements, and (iii) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against the Corporation or its Subsidiaries or, to the knowledge of the Corporation only as it relates to the Material Property, the Optionors, and there are no facts or circumstances which would reasonably be expected to form the basis for any such administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, orders, directions, notices of non-compliance or violation, investigation or proceedings;

(mm) Schedule "A" contains a complete and accurate list of all material mining concessions, claims and leases and other conventional proprietary mining interests and rights in which the Corporation and its Subsidiaries have an interest, directly or indirectly (together, the

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"Material Property"), including, without limitation, all mining concessions, claims, leases and other conventional proprietary mining interests and rights in respect of which the Corporation or its Subsidiaries has any obligation to contribute funds or make payments, other than fees or taxes payable in the ordinary course under the regulations governing such concessions. The Material Property is the only mineral property currently material to the Corporation or its Subsidiaries in which the Corporation or its Subsidiaries have a direct or indirect interest; all mining concessions, claims and leases and other conventional proprietary mining interests and rights comprising the Material Property are in good standing in all material respects as of the date hereof;
(nn) the description of the Material Property set out in Schedule "A" constitutes an accurate description of the Material Property and all material interests held or to be held by the Corporation and its Subsidiaries therein;
(oo) the Corporation and its Subsidiaries and the Optionors, as the case may be, are the absolute legal and beneficial owners of, and have good and marketable title to, all of the Material Property and assets thereof used by each in connection with its business in such proportionate interests as described in Schedule "A", and no other rights are necessary for the conduct of the business or operations of the Material Property as currently conducted; none of the Corporation or its Subsidiaries know of any claim or the basis for any claim that might or could materially and adversely affect the right thereof to use, transfer or otherwise exploit such Material Property and, except as disclosed in the Public Record, neither the Corporation nor the Subsidiaries nor the Optionors have any responsibility or obligation to pay any material commission, royalty, net profits interest, carried interest, licensing fee, or any other Liens or claims of any nature whatsoever with respect to the Material Property, or any part thereof;
(pp) the Technical Report complies in all material respects with the requirements of NI 43-101 and there is no new material scientific or technical information concerning the Material Property since the date thereof that would require a new technical report in respect of the Material Property to be issued under NI 43-101;
(qq) other than the Material Property, the Corporation or its Subsidiaries, as the case may be, is, or will be upon the exercise of an earn-in option under any applicable option agreement, the absolute legal and beneficial owners of, and have good and marketable title to, all mining concessions, claims and leases and other conventional proprietary mining interests and rights in which the Corporation and its Subsidiaries have an interest (together, the "Other Properties", and, together with the Material Property, the "Mineral Properties") and assets thereof used by each in connection with its business, and no other rights are necessary for the conduct of the business or operations of the Other Properties as currently conducted; none of the Corporation or its Subsidiaries know of any claim or the basis for any claim that might or could materially and adversely affect the right thereof to use, transfer or otherwise exploit such Other Properties and, except as disclosed in the Public Record, neither the Corporation nor the Subsidiaries have any responsibility or obligation to pay any material commission, royalty, net profits interest, carried interest, licensing fee, or any other Liens or claims of any nature whatsoever to any person with respect to the Other Properties, or any part thereof; all mining concessions, claims and leases and other conventional proprietary mining interests and rights comprising the Other Properties are in good standing in all material respects as of the date hereof;
(rr) to the knowledge of the Corporation:

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(i) all assessments or other work required to be performed within the areas comprising the Mineral Properties in order to maintain the Corporation's, its Subsidiaries' and the Optionor's interests therein, as the case may be, have been performed to date and the Corporation, its Subsidiaries and the Optionors have complied in all material respects with all Applicable Laws in this regard, as well as with regard to legal, contractual obligations to third parties in this regard except for any non-compliance that would not, either individually or in the aggregate, have a Material Adverse Effect;
(ii) there are no expropriations or similar proceedings against any property in which the Corporation has a direct or indirect economic interest or any related mining claim; and
(iii) all exploration and development activities conducted on premises in which the Corporation and its Subsidiaries have a direct or indirect economic interest, including within the areas comprising the Material Property, have been conducted in all respects in accordance with good mining and engineering practices and all Applicable Laws relating to workers' compensation and health and safety and have been duly complied with, except where the failure to so conduct operations could not reasonably be expected to have a Material Adverse Effect;
(ss) any and all of the agreements and other documents and instruments pursuant to which the Corporation or a Subsidiary or an Optionor holds its interest in the Mineral Properties, and assets (including any option agreement or any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, none of the Corporation nor any of the Subsidiaries nor, to the knowledge of the Corporation, any other party thereto, is in default of any of the provisions of any such agreements, documents or instruments, nor to the knowledge of the Corporation has any such default been alleged, and the Corporation, after making due enquiries, is not aware of any disputes with respect thereto;
(tt) to the best of the knowledge of the Corporation, the total aggregate dollar value of the payments owed by the Corporation or its Subsidiaries to the Optionors pursuant to the purchase agreement entered into dated November 6, 2020, as amended, among its Subsidiaries, as the case may be, and the Optionors (the "Cabaçal Purchase Agreement") in relation to the Material Property is equal to or greater than the liabilities, debts and/or obligations of the Optionors that the Corporation or its Subsidiaries may ever become liable for as a result of the consummation of the transactions thereunder;
(uu) the Corporation or one of its Subsidiaries has filed or will file all work reports required in connection with the Mineral Properties with the relevant Governmental Authority;
(vv) to the knowledge of the Corporation, there are no claims with respect to Indigenous rights currently outstanding, or pending or threatened, with respect to any of the Mineral Properties. Without limiting the foregoing, the Material Property is not located in an area designated or in the process of being designated as traditionally occupied by any Indigenous peoples;

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(ww)to the Corporation's knowledge, there are no material environmental audits, evaluations, assessments, studies or tests relating to the Mineral Properties other than the Cabaçal Environmental Impact Study (as disclosed by the Corporation in a press release dated November 24, 2021) which was completed in 2023;
(xx) the Corporation and the Subsidiaries maintain a good working relationship with all Governmental Authorities in the jurisdictions in which the Mineral Properties are located, or in which such parties otherwise carry on their business or operations; all such government relationships are intact and mutually cooperative and there exists no condition or state of fact or circumstances in respect of the Governmental Authorities, that would prevent the Corporation or the Subsidiaries from conducting its business and all activities in connection with the Mineral Properties as currently conducted or proposed to be conducted and there exists no actual or, to the knowledge of the Corporation, threatened termination, limitation, modification or material change in the working relationship with any Governmental Authorities;
(yy) (i) to the knowledge of the Corporation, each of the Corporation and its Subsidiaries is in compliance, in all material respects, with the provisions of all applicable federal, provincial, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours (collectively, "Employment Laws"), (ii) no collective labour dispute, grievance, material arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Corporation, threatened and no individual labour dispute, grievance, material arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Corporation, threatened with any employee of the Corporation or its Subsidiaries and, to the knowledge of the Corporation, none has occurred during the past year, except, in respect of the foregoing, those which would not be expected to have a Material Adverse Effect; and (iii) no union has been accredited or otherwise designated to represent any employees of the Corporation or its Subsidiaries and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation or its Subsidiaries and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Corporation's or its Subsidiaries facilities and none is currently being negotiated by the Corporation or its Subsidiaries;
(zz) no existing supplier, manufacturer or contractor of the Corporation or its Subsidiaries has indicated that it intends to terminate its relationship with the Corporation or its Subsidiaries or that it will be unable to meet the Corporation's or Subsidiaries' supply, manufacturing or contracting requirements;
(aaa) neither the Corporation nor its Subsidiaries is in default or breach, in any material respect, of any real property lease, and neither the Corporation nor its Subsidiaries has received any notice or other communication from the owner or manager of any real property leased by the Corporation or its Subsidiaries that either the Corporation or its Subsidiaries is not in compliance with any real property lease, and to the knowledge of the Corporation, no such notice or other communication is pending or has been threatened;
(bbb)the assets of the Corporation and the Subsidiaries and their respective businesses and operations are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such

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coverage is in full force and effect, and the Corporation has not failed to promptly give any notice or present any material claim thereunder;

(ccc) other than as disclosed in the Public Record, each of the Corporation and its Subsidiaries has good and marketable title to all of their respective assets and property and no person has any contract or any right or privilege capable of becoming a right to purchase any personal property from the Corporation or its Subsidiaries;

(ddd)to the knowledge of the Corporation, no insider of the Corporation has a present intention to sell any securities of the Corporation held by it;

(eee) the minute books and corporate records of the Corporation and its Subsidiaries made available to Underwriters' Counsel in connection with the Underwriters' due diligence investigations are the original minute books and records or true and complete copies of the original minute books and contain copies of all proceedings of the shareholders, the boards of directors and all committees of the boards of directors of each of such entities that have been minuted or resolved and there have been no other meetings, resolutions or proceedings of the shareholders, boards of directors or any committee thereof to the date of review of such corporate records and minute books not reflected in such minute books and other corporate records, other than those which are not material in the context of such entities, as applicable;

(fff) to the knowledge of the Corporation, no Canadian Securities Commission, stock exchange or comparable authority has issued any order requiring trading in any of the Corporation's securities to cease or preventing the distribution of the Offered Shares in any Qualifying Jurisdiction nor instituted proceedings for that purpose and, to the knowledge of the Corporation, no such proceedings are pending or contemplated;

(ggg)the Corporation and the Subsidiaries, as applicable, own or possess the right to use all material intellectual property rights necessary for the conduct of the business, and the Corporation is not aware of any bona fide claim to the contrary or any challenge by any other person to the rights of the Corporation and the Subsidiaries with respect to the foregoing. To the knowledge of the Corporation, the business of the Corporation, including that of the Subsidiaries, as now conducted does not infringe any intellectual property rights of any Person. The Corporation has not received notice of any current bona fide claim made against the Corporation or the Subsidiaries alleging the infringement by the Corporation or the Subsidiaries of any intellectual property rights of any person. Any past claim related to the alleged infringement by the Corporation or the Subsidiaries of any intellectual property rights of any person have been settled;

(hhh)the Corporation's information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, "IT Systems") are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Corporation as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Corporation has made backups of all material software and databases used by it and maintain such backups at a secure off-site location. The Corporation has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive,

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confidential or regulated data ("Personal Data")) used in connection with their businesses, and to the knowledge of the Corporation, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other Person, nor any incidents under internal review or investigations relating to the same. The Corporation is presently in compliance with Applicable Law and its internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data in all material respects and has taken commercially reasonable steps to protect such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. The Corporation has taken all necessary actions to comply with Canada's Personal Information Protection and Electronic Documents Act (and all other Applicable Laws and regulations with respect to Personal Data for which any non compliance with same would be reasonably likely to have a Material Adverse Effect);

(iii) the responses given by the Corporation and its officers and directors at all oral due diligence sessions conducted by the Underwriters in connection with the Offering, as they relate to matters of fact, have been and shall continue to be true and correct in all material respects as at the time such responses have been or are given, as the case may be, and such responses taken as a whole have not and shall not omit any fact or information necessary to make any of the responses not misleading in light of the circumstances in which such responses were given or shall be given, as the case may be; and where the responses reflect the opinion or view of the Corporation or its officers or its directors (including responses or portions of such responses which are forwardlooking or otherwise relate to projections, forecasts, or estimates of future performance or results (operating, financial or otherwise)), such opinions or views have been and will be honestly held and believed to be reasonable at the time they are given;
(jjj) Computershare Investor Services Inc., at its principal office in the City of Vancouver, has been duly appointed as registrar and transfer agent for the Common Shares;
(kkk)other than as contemplated by this Agreement, there is no person acting at the request of the Corporation who is entitled to any brokerage or agency fee in connection with the sale of the Offered Shares;
(lll) other than as disclosed to the Underwriters, there are no shareholders' agreements, voting agreements, investors' rights agreements or other agreements in force or effect which in any manner affects or will affect the voting or control of any of the securities of the Corporation or its Subsidiaries or the operations or affairs of the Corporation or its Subsidiaries;
(mmm) (a) neither the Corporation nor any of the Subsidiaries has, directly or indirectly, (i) made or authorized any contribution, payment or gift of funds or property of the Corporation or the Subsidiaries or other unlawful expense relating to political activity to any official, employee or agent of any Governmental Authority, or (ii) made any direct or indirect contribution from corporate funds to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the Corruption of Foreign Public Officials Act (Canada), the United Kingdom Bribery Act of 2010, or the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations promulgated thereunder, or under any other legislation of any relevant jurisdiction, covering a similar subject matter applicable to the Corporation or the Subsidiaries and their respective operations, including, without limitation, the analogous provisions of the Brazilian Penal

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Code and Anti-Corruption Law, and the Corporation and the Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such legislation; and (b) the operations of the Corporation and the Subsidiaries are and have been conducted at all times in compliance with such legislation and no suit, action or proceeding by or before any Governmental Authority or any arbitrator involving the Corporation or any Subsidiary with respect to such legislation is in progress, or to the knowledge of the Corporation, pending or threatened. Neither the Corporation nor to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the Corporation, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Corporation or any director, officer, employee, consultant, representative or agent of the Corporation violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti bribery or anti corruption laws, in each case with respect to any alleged act or omission arising under or relating to non compliance with any such laws, or received any notice, request, or citation from any person alleging non compliance with any such laws;

(nnn)neither the Corporation nor any of its Subsidiaries, nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative, affiliate or agent of the Corporation or any Subsidiary (i) is, or is controlled by or is acting on behalf of, an individual or entity that is currently the subject of any sanctions administered or enforced by the United States (including any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce, and including, without limitation, the designation as a "specially designated national" or "blocked person"), Canada (including sanctions administered or enforced by Global Affairs Canada and the Royal Canadian Mounted Police or other relevant sanctions authority), the European Union, His Majesty's Treasury, the United Nations Security Council or other relevant sanctions authority (collectively, "Sanctions"), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory, including, without limitation, Crimea, Cuba, Sudan, Syria, Iran, Russia and North Korea (collectively, the "Sanctioned Countries" and each, a "Sanctioned Country") or (iii) shall, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity (I) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions, or (II) in any other manner that would result in a violation of any applicable Sanctions by, or could result in the imposition of applicable Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise), and the Corporation and each of its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions; and

(ooo)the operations of the Corporation and its Subsidiaries are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering laws of all applicable jurisdictions, and any related or similar Applicable Laws of any applicable Governmental Authority (collectively, the "Money Laundering Laws") and no action, suit or proceeding by or before any Governmental Authority

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involving the Corporation or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened.

8. Representations, Warranties and Covenants of the Underwriters

8.1 Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Corporation that:
(a) it is, and will remain so, until the completion of the Offering, appropriately registered under Canadian Securities Laws of the Qualifying Jurisdictions so as to permit it to lawfully fulfill its obligations hereunder;
(b) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; and
(c) other than the Marketing Documents, it has not provided any marketing materials to any potential investors in connection with the Offering.
8.2 The Underwriters hereby covenant and agree with the Corporation to the following:
(a) Jurisdictions. During the period of distribution of the Offered Shares by or through the Underwriters, the Underwriters will not offer or sell the Offered Shares in any jurisdiction other than the Qualifying Jurisdictions and the United States (unless otherwise agreed to by the Corporation) in accordance with the terms of this Agreement, including Schedule "B" hereto.
(b) Compliance with Securities Laws. The Underwriters will comply with Securities Laws in connection with the offer and sale and distribution of the Offered Shares.
(c) No Registration. The Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Offered Shares or deliver any Offering Document to purchasers so as to require registration of the Offered Shares or the filing of a prospectus or registration statement with respect to the Offered Shares under the Applicable Laws of any jurisdiction other than the Qualifying Jurisdictions, including without limitation, the United States.
(d) Completion of Distribution. The Underwriters will use their commercially reasonable efforts to complete the distribution of the Offered Shares as promptly as possible after the Closing Time. The Co-Lead Underwriters will notify the Corporation when, in the Co-Lead Underwriters' opinion, the Underwriters have ceased the distribution of the Offered Shares, and, within 30 calendar days after completion of the distribution, will use commercially reasonable efforts to provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Offered Shares sold: (i) in each of the Qualifying Jurisdictions; and (ii) in any other Qualifying Jurisdictions.
8.3 The Corporation agrees that the Underwriters are acting severally and not jointly (or jointly and severally) in performing their respective obligations under this Agreement

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(including Schedule "B") and that no Underwriter shall be liable for any act, omission or conduct by any other Underwriter or another Underwriter's U.S. Affiliate.

9. Indemnification and Contribution

9.1 The Corporation and its Subsidiaries or affiliated companies (collectively, the "Indemnitors") jointly and severally agrees to indemnify and hold harmless each of the Underwriters and their respective affiliates and subsidiaries (including their U.S. Affiliates) and each of their respective subsidiaries and affiliates and each of their respective directors, officers, employees, partners, agents, shareholders, unitholders and each other person, if any, controlling any of the Underwriters or any of their respective subsidiaries and affiliates (collectively, the "Indemnified Parties" and each, an "Indemnified Party") from and against all losses (other than loss of profits), fees, expenses, claims (including shareholder actions, derivative or otherwise), actions, damages, obligations and liabilities, whether joint or several, including without limitation the aggregate amount paid in reasonable settlement of any claims, actions, suits, investigations or proceedings and the reasonable fees and expenses of their counsel but excluding special, punitive or consequential damages or lost profits (collectively, the "Losses") that may be suffered by, imposed upon, or asserted against an Indemnified Party as a result of, in respect of, connected with or arising out of any action, suit, proceeding, investigation or claim that may be made or threatened by any person or enforcing this indemnity (collectively, the "Claims") to which the Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the performance of professional services rendered to the Corporation hereunder or otherwise in connection with the matters referred to in this Agreement by an Underwriter or any Indemnified Party or otherwise in connection with the Offering, together with any Losses that are incurred in enforcing this indemnity, whether performed before or after the execution and delivery of this Agreement by the Corporation, including, without limitation:
(a) any inaccuracy, breach of or default under any representation, warranty, covenant or agreement of the Corporation in this Agreement or the failure of the Corporation to comply with any of its obligations hereunder;
(b) any information or statement (except any information or statement relating solely to an Indemnified Party and provided in writing by the Indemnified Party for inclusion in such document) contained in an Offering Document or any other document or material filed or delivered by or on behalf of the Corporation pursuant to this Agreement being or being alleged to be a misrepresentation or an untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state in those documents any material fact required to be stated in those documents or necessary to make any of the statements therein not misleading in light of the circumstances in which they were made;
(c) any order made or any inquiry, investigation or proceeding instituted, threatened or announced by any court, securities regulatory authority, stock exchange or by any other competent authority, based upon any untrue statement, omission or

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misrepresentation or alleged untrue statement, omission or misrepresentation (except a statement, omission or misrepresentation relating solely to an Indemnified Party provided in writing by the Indemnified Party) contained in an Offering Document or any other document or material filed or delivered by or on behalf of the Corporation pursuant to this Agreement, which operates to prevent or restrict the trading in or the sale or distribution of the Offered Shares;

(d) the non-compliance or alleged non-compliance by the Corporation with any requirements of Canadian Securities Laws relating to or in connection with the Offering, including the Corporation's non-compliance with any statutory requirement to make any document available for inspection; or
(e) any failure or alleged failure to make timely disclosure of a material change by the Corporation, where such failure or alleged failure occurs during the Offering or during the period of distribution or where such failure relates to the Offering or the Offered Shares and may give or gives rise to any liability under any law in any jurisdiction which is in force on the date of this Agreement.
9.2 The Indemnitors agree to waive any right it may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. The Indemnitors also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Indemnitors or any person asserting Claims on behalf of or in right of the Indemnitors for or in connection with the performance of professional services rendered to the Corporation hereunder or otherwise in connection with the matters referred to in this Agreement by an Underwriter or any Indemnified Party or otherwise in connection with the Offering, whether performed before or after the execution and delivery of this Agreement by the Corporation, except to the extent any Losses suffered by the Indemnitors are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted from the gross negligence, intentional fault or wilful misconduct of such Indemnified Party.
9.3 The Indemnitors will not, without the Indemnified Party's prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless the Indemnitors have acknowledged in writing that the Indemnified Parties are entitled to be indemnified in respect of such Claim and such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by or on behalf of any Indemnified Party.
9.4 Promptly after receiving notice of a Claim against an Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitors, the Indemnified Party will notify the Indemnitors in writing of the particulars thereof, provided that the omission to notify the Indemnitors shall not relieve the Indemnitors of any liability which the Indemnitors may have to the Indemnified Party except and only to the extent

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that any such delay in or failure to give notice as herein required prejudices the defense of such Claim or results in any material increase in the liability which the Indemnitors have under this indemnity, and, throughout the course thereof, the Indemnified Party will provide copies of all relevant documentation to the Indemnitors, will keep the Indemnitors reasonably apprised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. The Indemnitors shall on behalf of themselves and the Indemnified Parties, as applicable, be entitled (but not required) to assume the defence of any suit brought to enforce such Claim, provided, however, that the defence shall be conducted through legal counsel acceptable to the Indemnified Parties, as applicable, acting reasonably, that no settlement of any such Claim may be made by the Indemnitors without the prior written consent of the Indemnified Parties, as applicable, acting reasonably, and that none of the Indemnified Parties, as applicable, shall be liable for any settlement of any such Claim unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. The Indemnified Parties shall have the right to appoint their own separate counsel at the Indemnitors' cost provided that the Indemnified Parties, as applicable, act reasonably in selecting such counsel.

9.5 The Indemnitors agree that in case any Claim shall be brought against the Indemnitors and/or the Indemnified Parties, as applicable, by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Indemnitors and/or the Indemnified Parties, as applicable, and/or any Indemnified Party shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with or by reason of the performance of professional services rendered to the Indemnitors by the Indemnified Parties, the Indemnified Parties, as applicable, shall have the right to employ their own counsel in connection therewith, provided that the Indemnified Parties act reasonably in selecting such counsel and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Indemnified Parties for time spent in connection therewith unless such proceeding has been caused solely by or is the result of the gross negligence, intentional fraud or willful misconduct of the Indemnified Parties) and "out-of-pocket" expenses incurred by the Indemnified Parties in connection therewith shall be paid by the Indemnitors as they occur.
9.6 The Indemnitors also agree to reimburse the Underwriters for time spent by their personnel in connection with any Claim at their normal per diem rates. The Underwriters may retain counsel to separately represent them in the defence of a Claim, which shall be at the Indemnitors' expense if: (i) the Indemnitors do not promptly assume the defence of the Claim; (ii) the Indemnitors agree to separate representation; or (iii) the Underwriters are advised by counsel that there is an actual or potential conflict in the Indemnitors' and the Underwriter's respective interests, or additional defences are available to the Underwriters, which makes representation by the same counsel inappropriate.
9.7 Notwithstanding anything to the contrary contained herein, the foregoing indemnity shall cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such Losses to which the Indemnified Party may be subject were caused by the gross negligence, intentional fault or willful misconduct of the Indemnified Party. For greater certainty, the Corporation and the

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Underwriters agree that they do not intend that any failure by an Underwriter to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Prospectus contained no misrepresentation shall constitute "gross negligence", "intentional fault", or "willful misconduct" for the purposes of this Section 9 or otherwise disentitle the Underwriter from indemnification hereunder.

9.8 In the event that the indemnity of the Indemnitors provided for in this Section 9 is unavailable (other than in accordance with the terms hereof), to an Underwriter or any other Indemnified Party or insufficient to hold the Underwriter or any other Indemnified Party harmless in respect of a Claim, then the Indemnitors shall contribute to the amount paid or payable by the Underwriter or the other Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitors on the one hand and the Underwriter or any other Indemnified Party on the other hand but also the relative fault of the Indemnitors, the Underwriter or any other Indemnified Party as well as any relevant equitable considerations; provided that the Indemnitors shall in any event contribute to the amount paid or payable by the Underwriter or any other Indemnified Party as a result of such Claim and any excess of such amount over the amount of the fees received by the Underwriter hereunder pursuant to the Agreement.
9.9 For greater certainty and notwithstanding anything to the contrary contained herein, the Underwriters shall not in any event be liable to contribute, in the aggregate, any amount in excess of the aggregate of the Underwriting Fee or any portion thereof actually received. However, no party who has been determined by a court of competent jurisdiction in a final judgement to have engaged in any fraud, dishonesty, wilful misconduct or gross negligence shall be entitled to claim contribution from any person who has not been so determined to have engaged in such fraud, dishonesty, wilful misconduct or gross negligence.
9.10 The Underwriters' obligations to contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective underwriting commitments as set forth opposite their respective names in Section 20 hereof.
9.11 The Indemnitors hereby constitute the Co-Lead Underwriters as trustee for each of the other Indemnified Parties of the Indemnitors' covenants under this indemnity with respect to those persons, and the Co-Lead Underwriters agree to accept that trust and to hold and enforce those covenants on behalf of those persons.
9.12 The indemnity and the contribution obligations of the Corporation pursuant to this Section 9 shall be in addition to any liability which the Indemnitors may otherwise have, shall extend upon the same terms and conditions to the personnel of the Underwriters and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Corporation and any of the Indemnified Parties. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of the authorization given by this Agreement.

10. Covenants of the Corporation

10.1 The Corporation covenants and agrees with the Underwriters that:

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(a) the Corporation will advise the Underwriters, promptly after receiving notice thereof, of the time when each Offering Document has been filed, and will provide evidence satisfactory to the Underwriters of each such filing;
(b) between the date hereof and the date of completion of the distribution of the Offered Shares, the Corporation will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of:
(i) the issuance by any Canadian Securities Commission or U.S. securities regulator of any order suspending or preventing the use of any of the Offering Documents;
(ii) the issuance by any Canadian Securities Commission or the TSX of any order having the effect of ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose; or
(iii) any requests made by any Canadian Securities Commission for amending or supplementing any of the Offering Documents or for additional information;

and the Corporation will use its commercially reasonable efforts to prevent the issuance of any order referred to in subparagraphs (b)(i) or (b)(ii) above and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible time;

(d) the Corporation will use its commercially reasonable efforts to obtain the conditional listing of the Offered Shares on the TSX by the Closing Time, subject only to the final notice of issuance; and
(e) subject to any qualifications or limitations described in the Offering Documents, the Corporation will use the net proceeds from the Offering for the purposes described therein.
10.2 Prior to the completion of the distribution of the Offered Shares, the Corporation will file all documents required to be filed with or furnished to the Canadian Securities Commissions pursuant to Canadian Securities Laws.
10.3 The Corporation will not, directly or indirectly, issue, sell, offer or grant an option or right in respect of, or otherwise dispose of, or agree to or announce any intention to, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, any additional Common Shares or any securities convertible or exchangeable into Common Shares, other than pursuant to (i) the Offering (including the Over-Allotment Option); (ii) the grant or exercise of stock options and other similar issuances of compensation securities pursuant to the Corporation's omnibus long term incentive plan or similar share compensation arrangements in place prior to the date hereof; (iii) the issuance of common shares of the Corporation upon the exercise of convertible securities, warrants, options, or any other

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commitment or agreement outstanding prior to the date hereof or issued in accordance with subsection (ii), including the sale of common shares to satisfy taxes in connection therewith, (iv) an arm's length acquisition; and/or (v) "at-the-market distributions" (as defined in NI 44-102) for a period of 90 days from the Closing Date, without the prior written consent of Stifel and BMO, such consent not to be unreasonably withheld or delayed.

11. Compensation of the Underwriters

11.1 In consideration of the Underwriters' services to be rendered in connection with the Offering, the Corporation shall, at the Closing Time or applicable Over-Allotment Closing Time, as the case may be, pay to the Underwriters a cash fee equal to 5.0% of the aggregate gross cash proceeds received from the sale of the Offered Shares (including on any exercise of the Over-Allotment Option) (the "Underwriting Fee"); provided, however, that to the extent any Offered Shares (including on any exercise of the Over-Allotment Option) are offered to certain investors identified and agreed by the Corporation and the Co-Lead Underwriters as substitute purchasers, subject to a maximum of \$12,500,000 (the "President's List"), the Underwriting Fee will be reduced to 3.0% with respect to the sales to those parties only.

12. All Terms to be Conditions

12.1 The Corporation agrees that the conditions contained in this Agreement will be complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation. Any breach or failure to comply with any of the conditions set out in this Agreement shall entitle any of the Underwriters to terminate their obligation to purchase the Offered Shares by written notice to that effect given to the Corporation at or prior to the Closing Time or the Over-Allotment Closing Time, as applicable. It is understood that the Underwriters may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights of the Underwriters in respect of any such terms and conditions or any other or subsequent breach or noncompliance, provided that to be binding on any Underwriter any such waiver or extension must be in writing and signed by such Underwriter.

13. Termination Rights

13.1 Each Underwriter shall be entitled to terminate its obligation to purchase the Offered Shares by written notice to that effect to the Corporation at or prior to the Closing Time or the Over-Allotment Closing Time, as applicable, if after the date hereof and prior to the Closing Time or Over-Allotment Closing Time, as applicable:
(a) there shall have occurred any material change in the business, affairs (including, for greater certainty, any change to the board of directors or executive management of the Corporation, including the departure of the Corporation's Executive Chair and CEO (or persons in equivalent position)), financial condition, prospects, capital or control of the Corporation and its subsidiaries, taken as a whole, or any change in any material fact, or there shall be discovered any new or previously undisclosed material change or material fact in relation to the Corporation, in each case which, in the reasonable opinion

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of the Underwriter, has or would reasonably be expected to have a Material Adverse Effect on the market price or value of the Common Shares of the Corporation;
(b) the Corporation is in breach of any material term, condition or covenant of this Agreement that (i) may not be reasonably expected to be remedied to the satisfaction of the Underwriter, in its sole discretion, prior to the Closing Time; (ii) would result in the failure of any condition precedent to completion of the Offering; or (iii) has not been rectified to the reasonable satisfaction of the Underwriter (acting reasonably) within 24 hours of when the Co-Lead Underwriters provide notice to the Corporation of the same, or any material representation or warranty given by the Corporation in this Agreement is or becomes false (whether discovered to be false by due diligence of the Underwriters or otherwise);
(c) (i) any order to cease or suspend trading in any securities of the Corporation or prohibiting or restricting the distribution of any of the Offered Shares is made, or proceedings are announced, commenced or threatened for the making of any such order, by any securities commission or similar regulatory authority, the TSX, other stock exchange or other competent authority, and has not been rescinded, revoked or withdrawn; or (ii) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) in relation to the Corporation or any of the directors or officers of the Corporation is announced, commenced or threatened by any securities commission or similar regulatory authority, the TSX, or any other competent authority or any order has been issued under or pursuant to any statute of Canada or of any province of Canada or of any other jurisdiction, or any other applicable law or regulatory authority (unless based solely on the activities or alleged activities of the Underwriters), or there is a change in law, regulation or policy or the interpretation or administration thereof, if, in the sole opinion of an Underwriter, acting reasonably, could operate to materially adversely affect the Corporation or materially prevent or restrict the trading in, or materially adversely impact the distribution of, the Offered Shares;
(d) there should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, terrorism, accident, pandemic, natural disaster, or major financial, political or economic occurrence of national or international consequence, or any action, law, regulation, inquiry or other occurrence of any nature shall occur or come into effect, which, in the reasonable opinion of the Underwriter, seriously adversely affects or involves, or may seriously adversely affect or involve, the financial markets in Canada or the U.S. or the business, operations or affairs of the Corporation and its Subsidiaries, taken as a whole, or the marketability of the Offered Shares; or
(e) the Underwriter and the Corporation mutually agree in writing to terminate this Agreement as provided for herein.
13.2 If this Agreement is terminated by any of the Underwriters pursuant to this Section 13, there shall be no further liability on the part of such Underwriter or of the Corporation to such Underwriter, except in respect of any liability which may have arisen or may thereafter arise under Section 9 and Section 17.

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13.3 The right of the Underwriters or any of them to terminate their respective obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of the Corporation in respect of any of the matters contemplated by this Agreement. A notice of termination given by one Underwriter under this Section 13 shall not be binding upon the other Underwriters.

14. Closing

14.1 The closing of the purchase and sale of the Initial Shares herein provided for shall be completed electronically at 8:00 a.m. (Toronto time) on February 12, 2026, or such other date and/or time as may be agreed upon in writing by the Corporation and the Co-Lead Underwriters (respectively, the "Closing Time" and the "Closing Date").
14.2 At the Closing Time or the Over-Allotment Closing Time, as the case may be, subject to the terms and conditions contained in this Agreement, the Corporation shall deliver to the Underwriters a certificate or certificates (or DRS) representing the Offered Shares against payment by the Underwriters of the aggregate Offering Price set out in this Agreement by wire transfer on the Closing Date or the Over-Allotment Closing Date, as applicable, payable to the Corporation or if requested, utilize the non-certificated inventory system of CDS. The Corporation will, at the Closing Time or the Over-Allotment Closing Time, as the case may be, upon such payment of the aggregate Offering Price to the Corporation, make payment in full of the Underwriting Fee and the expenses of the Underwriters which shall be made by the Corporation directing the Underwriters to withhold the Underwriting Fee and such expenses of the Underwriters from the payment of the aggregate Offering Price. Certificates representing the Offered Shares, if any, shall be registered in such names as the Underwriters may request provided such request is made at least two (2) Business Days prior to the Closing Date or the Over-Allotment Closing Date, as the case may be.

15. Conditions Precedent

15.1 The following are conditions precedent to the obligations of the Underwriters to close the transactions contemplated by this Agreement, which conditions the Corporation covenants to exercise all commercially reasonable efforts to have fulfilled at or prior to the Closing Time on the Closing Date or at or prior to the Over-Allotment Closing Time on the Over-Allotment Closing Date, as applicable, and which conditions may be waived in writing in whole or in part by the Underwriters at any time. If any of the conditions are not met, the Underwriters may terminate their obligations under this Agreement without prejudice to any other remedies it may have. At the Closing Time or the applicable Over-Allotment Closing Time, as the case may be, the Underwriters shall have received:
(a) favourable legal opinions, dated the Closing Date or the applicable Over-Allotment Closing Date, as the case may be, in form and substance and subject to customary qualifications and assumptions satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the Underwriters' counsel, from (i) the Corporation's Counsel, as to certain matters of Canadian securities and corporate law, it being understood that the Corporation's Counsel may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of the

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Corporation's officers; and (ii) Gowling WLG (UK) LLP, as to certain matters of corporate law in the United Kingdom, it being understood that the Gowling WLG (UK) LLP may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of the Corporation's officers;
(b) if any of the Initial Shares or Over-Allotment Shares are offered or sold in the United States, the Underwriters shall have received at the Closing Time or the Over-Allotment Closing Time, as applicable, a customary and favourable legal opinion, dated the Closing Date or the Over-Allotment Closing Date, as applicable, of U.S. counsel for the Corporation, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters, to the effect that no registration is required under the U.S. Securities Act in connection with the offer and sale of the Initial Shares and Over-Allotment Shares in the United States; provided, that such offer, sale and delivery of the Initial Shares and Over-Allotment Shares in the United States is made in compliance with this Agreement and the terms set out in Schedule "B" hereto;
(c) a favourable legal opinion, dated the Closing Date or the applicable Over-Allotment Closing Date, as the case may be, of counsel to each of the Material Subsidiaries and Cancana with respect to the following matters, and all such opinions may be subject to customary assumptions, reliance's and qualifications:
i. the formation, existence and good standing of each of the Material Subsidiaries and Cancana under the laws of their respective jurisdiction of incorporation;
ii. the authorized capital of each of the Material Subsidiaries and Cancana and the ownership thereof; and
iii. that each of the Material Subsidiaries and Cancana has all necessary corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own and lease its properties and assets and to conduct its business;
(d) a favourable legal opinion dated the Closing Date or the applicable Over-Allotment Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to title and ownership interests of the Corporation and its Subsidiaries in the Material Property;
(e) comfort letters from the Corporation's Auditors, dated the Closing Date or the applicable Over-Allotment Closing Date, as the case may be, updating the comfort letter referred to in Section 5.5 with such changes as may be necessary from the comfort letter delivered previously to bring the information therein forward to a date which is within two Business Days of such date;
(f) evidence satisfactory to the Underwriters, that the Offered Shares shall have been conditionally approved for listing on the TSX, subject only to satisfaction of customary conditions;

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(g) written confirmation from the Corporation's registrar and transfer agent of the number of Common Shares issued and outstanding as of the Business Day immediately prior to the Closing Date or the applicable Over-Allotment Closing Date, as the case may be;
(h) a certificate, dated the Closing Date or the applicable Over-Allotment Closing Date, as the case may be, and signed on behalf of the Corporation, but without personal liability, by the Chief Executive Officer and the Chief Financial Officer of the Corporation, or such other senior officers of the Corporation as may be reasonably acceptable to the Underwriters, certifying that:
i. the Corporation has complied with and satisfied all terms and conditions and covenants of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time;
ii. the representations and warranties of the Corporation contained in this Agreement, and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct at the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; and
iii. no order, ruling or determination having the effect of suspending the sale or cease trading of the Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing n effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Securities Laws or by any other regulatory authority;
(i) a certificate dated the Closing Date or the applicable Over-Allotment Closing Date, as the case may be, signed on behalf of the Corporation, but without personal liability, by the Chief Executive Officer of the Corporation or another senior officer acceptable to the Underwriters, acting reasonably, in form and content satisfactory to the Underwriters, acting reasonably, with respect to the constating documents of the Corporation; the resolutions of the directors of the Corporation relevant to the Offering, including the allotment, issue (or reservation for issue) and sale of the Offered Shares and the grant of the Over-Allotment Option, the authorization of this Agreement, the listing of the Offered Shares on the TSX and transactions contemplated by this Agreement and the incumbency and signatures of signing officers of the Corporation;
(j) executed "lock-up" agreements from each director and executive officer of the Corporation on terms and conditions satisfactory to the Co-Lead Underwriters, on behalf of the Underwriters, in which they will covenant and agree that they will not, for a period commencing on the date hereof and ending 90 days from the Closing Date, without the prior written consent of Stifel and BMO, on behalf of the Underwriters, such consent not to be unreasonably withheld, directly or

{37}------------------------------------------------

indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, lend, swap, or otherwise dispose of, transfer, assign, or announce any intention to do so, any Common Shares or any securities convertible into or exchangeable for Common Shares, whether now owned directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, provided that, the foregoing restrictions shall not apply in respect of transfers made pursuant to a third party take-over bid made to all holders of Common Shares or a similar acquisition of all of the Common Shares, and securities sold to satisfy tax obligations on the exercise of convertible securities of the Corporation held by such person;

(k) a certificate of status (or equivalent) for the Corporation and each Subsidiary dated within one Business Day (or such earlier or later date as the Underwriters may accept) of the Closing Date or applicable Over-Allotment Closing Date;
(l) the Underwriters shall have received certificates or lists, issued under Canadian Securities Laws of the Qualifying Jurisdictions stating or evidencing that the Corporation is not in default under such Canadian Securities Laws;
(m) the Underwriters not having exercised any rights of termination set forth in this Agreement;
(n) satisfactory evidence that all requisite approvals have been obtained by the Corporation in order to complete the Offering; and
(o) such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or Underwriters' Counsel shall request any such certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

16. Over-Allotment Option

16.1 The Over-Allotment Option may be exercised by the Underwriters in whole or in part at any time and from time to time, by delivering notice to the Corporation not later than 5:00 p.m. (Toronto time) on the 30th day after the Closing Date, which notice will specify the number of Over-Allotment Shares to be purchased by the Underwriters and the date (the "Over-Allotment Closing Date") on and at which such Over-Allotment Shares are to be purchased. Such Over-Allotment Closing Date may be the same as (but not earlier than) the Closing Date and will not be earlier than three Business Days nor later than five Business Days after the date of delivery of such notice (except to the extent a shorter or longer period shall be agreed to by the Corporation). Subject to the terms of this Agreement, upon the Underwriters furnishing such notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 20, and the Corporation will be committed to issue and sell in accordance with and subject to the

{38}------------------------------------------------

provisions of this Agreement, the number of Over-Allotment Shares indicated in such notice. Over-Allotment Shares may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering and for market stabilization purposes.

16.2 In the event that the Over-Allotment Option is exercised in accordance with its terms, the closing of the issuance and sale of that number of Over-Allotment Shares in respect of which the Underwriters are exercising the Over-Allotment Option shall take place electronically at 8:00 a.m. (Toronto time) on the applicable Over-Allotment Closing Date or at such other time on the Over-Allotment Closing Date as may be agreed upon in writing by the Corporation and the Co-Lead Underwriters (the "Over-Allotment Closing Time").
16.3 The obligation of the Underwriters to make any payment or delivery contemplated by this Section 16 is subject to satisfaction of the conditions set forth in Section 15.

17. Expenses

17.1 All expenses of or incidental to the issue and offering of the Offered Shares shall, whether or not the Offering is completed, be borne by the Corporation, including, without limitation, expenses payable in connection with the qualification of the Offered Shares for distribution in the Qualifying Jurisdictions and elsewhere, including (as applicable) in the United States in accordance with Schedule "B" hereto; all costs incurred in connection with the preparation of documentation relating to the Offering including the filing of the Prospectus Supplement; any listing fees and transfer agent costs; the travel, transportation and other expenses of the Corporation in connection with presentations to prospective purchasers of the Offered Shares; all other costs and expenses of the Corporation and its representatives incident to the performance by the Corporation of its obligations hereunder; the fees and expenses of counsel and auditor for the Corporation; all costs incurred in connection with the preparation, printing, filing and delivery of the Offering Documents and any marketing materials; the Underwriters' "out-of-pocket" costs (provided that the Underwriters will not incur reimbursable expenses, other than fees and expenses of external legal counsel, in the aggregate, greater than \$[Redacted Commercially Sensitive Information], without the prior written consent of the Corporation); and the fees and expenses of legal counsel for the Underwriters (to a the maximum of \$[Redacted Commercially Sensitive Information] plus applicable taxes and disbursements for the Underwriters' Canadian counsel).

18. Notices

18.1 Any notice to be given hereunder shall be in writing and may be given by hand delivery or email and shall be addressed and emailed or delivered:
(a) in the case of notice to the Corporation:

Meridian Mining plc 8 th Floor 4 More London Riverside

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London SE1 2AU United Kingdom

Attention: David Halkyard

Email: [Redacted Personal Information]

with a copy to (such copy not to constitute notice):

Osler, Hoskin & Harcourt LLP Suite 3000 1055 Dunsmuir Street Vancouver, BC, V7X 1K8

Attention: Alan Hutchison

Email: [email protected]

(b) in the case of notice to the Underwriters, to the Co-Lead Underwriters:

Stifel Nicolaus Canada Inc. 161 Bay Street, Suite 3800 Toronto, ON, M5J 2S1

Attention: Stephen Delaney

Email: [Redacted Personal Information]

BMO Nesbitt Burns Inc. 100 King St. West, Toronto, ON, M5X 1A1

Attention: Jesse Pearlstein

Email: [Redacted Personal Information]

Beacon Securities Limited Toronto Dominion Centre 66 Wellington Street West, Suite 4050 Toronto, ON, M5K 1H1

Attention: Daniel Belchers

Email: [Redacted Personal Information]

with a copy to (such copy not to constitute notice):

Borden Ladner Gervais LLP 22 Adelaide Street West Toronto, Ontario, M5H 4E3

Attention: Cameron A. MacDonald Email: [email protected]

{40}------------------------------------------------

18.2 Each party to this Agreement may change such address for notices by sending to the other parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by e-mail (with an original to follow) on or before 5:00 p.m. (Toronto time), on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier, (iii) on the Business Day actually received if deposited in the mail (certified or registered mail, return receipt requested, postage prepaid), and (iv) if sent by email, on the Business Day on which receipt is confirmed by the individual to whom the notice is sent, other than via auto-reply.

19. Actions on Behalf of the Underwriters

19.1 All steps which must or may be taken by the Underwriters in connection with this Agreement, with the exception of the matters contemplated by Section 9, Section 12 and Section 13, shall be taken by the Co-Lead Underwriters, on the Underwriters' behalf, and the execution of the Agreement by the Underwriters shall constitute the Corporation's authority for accepting notification of any such steps from, and for giving notice to, and for delivering any definitive certificate(s) representing the Offered Shares to, or to the order of, the Co-Lead Underwriters.

20. Obligations of the Underwriters

20.1 Subject to the terms of this Agreement, the Underwriters obligations under this Agreement to purchase the Offered Shares shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Shares shall be limited to the following percentages of the purchase price paid for the Offered Shares:

Stifel Nicolaus Canada Inc.(1)(2)	35.00%
BMO Nesbitt Burns Inc. (1)(2)	25.00%
Beacon Securities Limited(2)	12.50%
ATB Capital Markets Corp.	8.25%
Scotia Capital Inc.	8.25%
SCP Resource Finance LP	7.50%
Raymond James Ltd.	3.50%
Total	100.00%

⁽¹⁾ Joint Bookrunner

20.2 If an Underwriter shall not complete the purchase of its applicable percentage of the aggregate amount of the Offered Shares at the Closing Time or the applicable Over-Allotment Closing Time for any reason whatsoever, including by reason of Section 13 hereof, the other Underwriters shall have the right, but shall not be obligated, to purchase the Offered Shares which would otherwise have been purchased by the Underwriter which fails to purchase such Offered Shares (the "Defaulting Underwriter"). If the nondefaulting Underwriters elect not to exercise such rights to assume the entire obligations of the Defaulting Underwriter, then the Corporation shall have the right to either (i) proceed with the sale of the Offered Shares (less the defaulted Offered Shares) to the non-

⁽²⁾ Co-Lead Underwriter

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defaulting Underwriters; or (ii) terminate its obligations hereunder without liability. Notwithstanding the foregoing, if the Offered Shares that have not been purchased by the Defaulting Underwriter do not exceed 10% of the total number of Offered Shares obligated to be purchased under this Agreement, then the non-defaulting Underwriter or Underwriters will be obligated to purchase, on a pro rata basis (based on the percentages shown above) all, but not less than all of, the defaulted Offered Shares on the terms set out in this Agreement and to receive the Defaulting Underwriter's portion of the Underwriting Fee in respect thereof.

21. Miscellaneous

21.1 No Advisory or Fiduciary Relationship. The Corporation hereby acknowledges that (i) the purchase and sale of the Offered Shares pursuant to this Agreement is an arm's-length commercial transaction between the Corporation, on the one hand, and each of the Underwriters and any affiliate through which it may be acting, on the other, (ii) each of the Underwriters is acting as principal and not as an agent or fiduciary of the Corporation, (iii) the engagement by the Corporation of each of the Underwriters in connection with the offering and sale of the Offered Shares and the process leading up to the offering and sale thereof is as independent contractors and not in any other capacity, (iv) the Underwriters and their respective affiliates may be engaged in broad range of transactions that involve interests that differ from those of the Corporation, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Offered Shares and the Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Furthermore, the Corporation agrees that it is solely responsible for making its own judgments in connection with the offering and sale of the Offered Shares irrespective of whether any of the Underwriters has advised or is currently advising the Corporation on related or other matters and no Underwriter has any obligation to the Corporation with respect to the offering of the Offered Shares except the obligations expressly set forth in this Agreement. The Corporation agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect or owes an agency, fiduciary or similar duty to the Corporation in connection with the offering and sale of the Offered Shares.
21.2 Market Stabilization. In connection with the distribution of the Offered Shares, the Underwriters (or any of them) may effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by Canadian Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Underwriters at any time.
21.3 Severability. If any provision of this Agreement, including Schedule "A" and Schedule "B" hereto, is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. The invalidity or unenforceability of any provision in any particular jurisdiction shall not affect its validity or enforceability in any other jurisdiction where it is valid or enforceable.
21.4 Survival. The representations, warranties, obligations and agreements of the Corporation and of the Underwriters contained herein or delivered pursuant to this Agreement shall

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survive the purchase by the Underwriters of the Offered Shares for a period of two years after the Closing Date (other than the representations, warranties, obligations and agreements in Section 7(hh) in this Agreement relating to any tax matters which shall survive until the 90th day following the date upon which the liability to which any such tax matter may relate is barred by all Applicable Laws) and shall continue in full force and effect notwithstanding any subsequent disposition by the Underwriters of the Offered Shares and the Underwriters shall be entitled to rely on the representations and warranties of the Corporation contained in or delivered pursuant to this Agreement notwithstanding any investigation which the Underwriters may undertake or which may be undertaken on the Underwriters' behalf.

21.5 Entire Agreement. Any and all previous agreements with respect to the purchase and sale of the Offered Shares, whether written or oral, are terminated and this Agreement constitutes the entire agreement between the Corporation and the Underwriters with respect to the purchase and sale of the Offered Shares.
21.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Ontario and the federal laws of Canada applicable therein without reference to the conflicts of laws provisions thereof. Each of the parties irrevocably attorns to the jurisdiction of the courts of the Province of Ontario with respect to all matters arising out of this Agreement, including Schedule "B" hereto, and the transactions contemplated herein.
21.7 Time of the Essence. Time shall be of the essence of this Agreement.
21.8 Counterparts. This Agreement may be executed in several counterparts and by facsimile or electronic signature, each of which when so executed shall be deemed to be an original and such counterparts, taken together, shall constitute one and the same instrument. A signed counterpart of this Agreement provided by way of facsimile, electronic signature or other electronic transmission shall be as binding upon the parties as an originally signed counterpart.

[Signature page follows.]

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If this Agreement, including Schedule "A" and Schedule "B" hereto, accurately reflects the terms of the agreement which we are to enter into and if such terms are agreed to by the Corporation please signify acceptance by executing the enclosed copies of this letter where indicated below and returning them to the Co-Lead Underwriters.

Yours very truly,

STIFEL NICOLAUS CANADA INC. BMO NESBITT BURNS INC.

By: (signed) "Stephen Delaney" By: (signed) "Manny Dhillon"

Name: Stephen Delaney

Name: Manny Dhillon

Title: Managing Director, Investment

Title: Director, Equity Capital Markets

Banki

BEACON SECURITIES LIMITED ATB CAPITAL MARKETS CORP.

By: (signed) "Daniel Belchers" By: (signed) "Ian Colterjohn"

Name: Daniel Belchers

Title: Managing Director, Head of

Investment Banking

Name: Ian Colterjohn

Title: Managing Director, Investment

Banking

SCOTIA CAPITAL INC. SCP RESOURCE FINANCE LP, by its

general partner, SCP RESOURCE FINANCE GP INC.

Name: Brendan Spinks

Title: Managing Director, Investment

Banking

By: (signed) "Brendan Spinks" By: (signed) "Filipe Martins"

Name: Filipe Martins

Title: Managing Director, Investment

Banking

RAYMOND JAMES LTD.

By: (signed) "John Willett"

Name: John Willett

Title: Managing Director, Investment

Banking

{44}------------------------------------------------

The foregoing agreement is hereby accepted and agreed to as of the date first written above.

MERIDIAN MINING PLC

By: (signed) "Gilbert Clark"

Name: Gilbert Clark

Title: Chief Executive Officer

{45}------------------------------------------------

SCHEDULE "A"

MATERIAL PROPERTY

PROPERTY NAME AND LOCATION	CLAIMS / CONCESSION / LEASES	OWNER	TYPE AND % INTEREST HELD BY CORPORATION
Cabaçal (Manati Mine Lease) São José dos Quatro Marcos, Rio Banco and Araputanga, State of Mato Grosso	866.292/2004	Prometálica Mineração Eireli	Option(1). Mining Lease Application
Cabaçal (St Helena Lease) Rio Banco, State of Mato Grosso	861.956/1980	Prometálica Mineração Eireli	Option(1). Mining Lease.
Cabaçal Belt Exploration Municipalities of Araputanga and Rio Branco, State of Mato Grosso	866.455/2016	IMS Engenharia Mineral Ltda	Option(2) Granted Exploration Licence
Cabaçal Belt Exploration Municipalities of Araputanga and Rio Branco, State of Mato Grosso	866.002/2016	IMS Engenharia Mineral Ltda	Option(2) Granted Exploration Licence
Cabaçal Belt Exploration Municipalities of Lambari D'oeste; Mirassol D'oeste; São José dos Quatro Marcos; and Rio branco, State of Mato Grosso	867.407/2008	IMS Engenharia Mineral Ltda	Option(2) Granted Exploration Licence
Regional Exploration Municipalities of Mirassol D'oeste and São José dos Quatro Marcos, State of Mato Grosso	866.261/2021	Rio Cabaçal Mineração Ltda	Granted Exploration Licence (100%)(3)
Regional Exploration Municipalities of São José dos Quatro Marcos	866.753/2022	Rio Cabaçal Mineração Ltda	Granted Exploration Licence (100%)(3)

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PROPERTY NAME AND LOCATION	CLAIMS / CONCESSION / LEASES	OWNER	TYPE AND % INTEREST HELD BY CORPORATION
and Rio Branco, State of Mato Grosso
Regional Exploration
Municipalities of Figueirópolis D'oeste; Glória D'Oeste; Porto Esperidião; São José dos Quatro Marcos, State of Mato Grosso	866.743/2021	Rio Cabaçal Mineração Ltda	Granted Exploration Licence (100%)(4)
Regional Exploration Municipality of Araputanga, State of Mato Grosso	866.751/2022	Rio Cabaçal Mineração Ltda	Granted Exploration Licence (100%)(4)
Regional Exploration
Municipalities of Figueirópolis D'oeste; Indiavaí and São José dos Quatro Marcos, State of Mato Grosso	866.757/2021	Rio Cabaçal Mineração Ltda	Application (100%)(5)
Regional Exploration Municipality of Araputanga, State of Mato Grosso	866.754/2021	Rio Cabaçal Mineração Ltda	Application (100%)(5)
Regional Exploration
Municipalities of Araputanga and Indiavaí, State of Mato Grosso	866.752/2021	Rio Cabaçal Mineração Ltda	Application (100%)(5)
Regional Exploration Municipalities of Araputanga and Indiavaí, State of Mato Grosso	866.751/2021	Rio Cabaçal Mineração Ltda	Application (100%)(5)
Regional Exploration Municipalities of Figueirópolis D'oeste; Indiavaí and Jauru, State of Mato Grosso	866750/2021	Rio Cabaçal Mineração Ltda	Application (100%)(5)
Regional Exploration Municipalities of Figueirópolis D'oeste; Indiavaí and Jauru, State of Mato Grosso	866.749/2021	Rio Cabaçal Mineração Ltda	Application (100%)(5)

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PROPERTY NAME AND LOCATION	CLAIMS / CONCESSION / LEASES	OWNER	TYPE AND % INTEREST HELD BY CORPORATION
Regional Exploration Municipalities of Figueirópolis D'oeste; Indiavaí and Jauru, State of Mato Grosso	866.744/2021	Rio Cabaçal Mineração Ltda	Application (100%)(5)
Regional Exploration Municipalities of São José dos Quatro Marcos and Mirassol D' Oeste, State of Mato Grosso	866.752/2022	Rio Cabaçal Mineração Ltda	Application (100%)(5)
Regional Exploration Municipality of Araputanga, State of Mato Grosso, Brazil	866.967/2024	Rio Cabaçal Mineração Ltda	Application (100%)(5)
Regional Exploration Municipalities of Mirassol D'Oeste and São José dos Quatro Marcos, State of Mato Grosso	866.597/2024	Rio Cabaçal Mineração Ltda	Application (100%)(5)
Regional Exploration Municipalities of Araputanga and Indiavaí, State of Mato Grosso, Brazil	866.262/2024	Rio Cabaçal Mineração Ltda	Application (100%)(5)
Regional Exploration Municipality of Araputanga, State of Mato Grosso, Brazil	866.261/2024	Rio Cabaçal Mineração Ltda	Application (100%)(5)

Notes:

(1) On July 17, 2025, NDC authorized ANM to proceed with the assignment and transfer of these Mining Concessions to RCM. The assignment of these Mining Concessions are still pending with ANM.
(2) The Corporation, through its subsidiary Rio Cabaçal Mineração Ltda, has the option to acquire 100% ownership through the Cabaçal Purchase Agreement.
(3) NDC Approval granted on March 28, 2025. ANM granted the licence for exploration on June 16, 2025.
(4) NDC Approval granted on March 28, 2025. ANM granted the licence for exploration on July 25, 2025.
(5) The Corporation is the recorded holder at ANM of the Application for the Exploration Permit and is waiting for the first authorization from the ANM.

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SCHEDULE "B"¹ COMPLIANCE WITH UNITED STATES SECURITIES LAWS

As used in this Schedule "B", the following terms shall have the meanings indicated:

"Directed Selling Efforts" means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S;
"Disqualification Event" has the meaning ascribed thereto in Section 1(l);
"Foreign Issuer" means a "foreign issuer" as that term is defined in Rule 902(e) of Regulation S;
"General Solicitation" and "General Advertising" mean "general solicitation" and "general advertising", respectively, as used in Rule 502(c) of Regulation D, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the internet or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;
"Issuer Covered Person" has the meaning ascribed thereto in Section 1(l);
"Offered Shares" means, for the purposes of this Schedule "B", the Initial Shares and any Over-Allotment Shares;
"Offshore Transaction" means an "offshore transaction" as that term is defined in Rule 902(h) of Regulation S;
"Qualified Institutional Buyer" means a "qualified institutional buyer" as that term is defined in Rule 144A;
"Regulation D" means Regulation D promulgated under the U.S. Securities Act;
"Regulation D Securities" has the meaning ascribed thereto in Section 1(l);
"Regulation S" means Regulation S promulgated under the U.S. Securities Act;
"QIB Letter" means the form of qualified institutional buyer letter attached to the U.S. Placement Memorandum as Exhibit B;
"Rule 144A" means Rule 144A promulgated under the U.S. Securities Act;
"SEC" means the United States Securities and Exchange Commission;
"Substantial U.S. Market Interest" means "substantial U.S. market interest" as that term is defined in Rule 902(j) of Regulation S;
"U.S. Accredited Investor" means an "accredited investor" as defined in Rule 501(a) of Regulation D under the U.S. Securities Act;
"U.S. Affiliate" of any Underwriter means the U.S. registered broker-dealer affiliate of such Underwriter;

¹ NTD: Subject to US counsel review.

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"U.S. Investment Company Act" means the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder;
"U.S. Purchaser" means any Purchaser of the Offered Shares that is, or is acting for the account or benefit of, a person in the United States, or any person offered the Offered Shares in the United States; and
"U.S. Subscription Agreement" means the form of U.S. subscription agreement attached to the U.S. Placement Memorandum as Exhibit A.

All other capitalized terms used but not otherwise defined in this Schedule "B" shall have the meanings assigned to them in the Underwriting Agreement to which this Schedule "B" is attached.

Representations, Warranties and Covenants of the Corporation

1. The Corporation represents, warrants, covenants and agrees to and with the Underwriters, as at the date hereof and as at the Closing Date and any Over-Allotment Closing Date, that:
(a) The Corporation is, and as of the Closing Date and any Over-Allotment Closing Date will be, a Foreign Issuer and reasonably believes, and as of the Closing Date and any Over-Allotment Closing Date will reasonably believe, that there is no Substantial U.S. Market Interest in the Common Shares.
(b) So long as the Offered Shares are "restricted securities" as defined in Rule 144 under the U.S. Securities Act and cannot be sold pursuant to Rule 144(b)(1) under the U.S. Securities Act, and the Corporation is neither subject to the reporting requirements of the U.S. Exchange Act, nor exempt from those requirements by virtue of Rule 12g3-2(b) thereunder, the Corporation will furnish holders of such securities, or prospective purchasers of such securities designated by such holders, with the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act.
(c) None of the Corporation, any of its affiliates, or any person acting on any of their behalf (other than the Underwriters, their affiliates (including, without limitation, the U.S. Affiliates), the Selling Firms and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) has engaged or will engage in any Directed Selling Efforts in connection with the offer and sale of the Offered Shares.
(d) None of the Corporation, any of its affiliates, or any person acting on any of their behalf (other than the Underwriters, their affiliates (including, without limitation, the U.S. Affiliates), the Selling Firms and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made), has taken or will take any action that would cause the exclusion afforded by Rule 903 of Regulation S or the exemption afforded by Rule 144A or Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and

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sales of the Offered Shares pursuant to this Schedule "B" and the Agreement to which it is annexed.
(e) The Corporation has not, within the period beginning 30 days prior to the commencement of the Offering, offered or sold any securities, and will not, during the Offering and within the period ending 30 days following the closing of the Offering, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Shares and would cause the exemptions from registration pursuant to Rule 144A, Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States or the exclusion from registration set forth in Rule 903 of Regulation S, to become unavailable with respect to the offer and sale of the Offered Shares.
(f) None of the Offered Shares are, and as of the Closing Date and any Over-Allotment Closing Date none of the Offered Shares will be, and no securities of the same class as any of the Offered Shares are, or as of the Closing Date or any Over-Allotment Closing Date will be, (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in an "automated inter dealer quotation system" (as such term is used for purposes of Rule 144A); or (iii) convertible or exchangeable at an effective conversion premium or an effective exercise premium (each as calculated as specified in paragraphs (a)(6) and (a)(7) of Rule 144A) of less than ten percent for securities so listed or quoted.
(g) The Corporation is not registered or required to be registered, and as a result of the sale of the Offered Shares contemplated hereby and the application of the proceeds thereof will not be required to be registered, as an "investment company" under the U.S. Investment Company Act.
(h) All offers and sales of Offered Shares made outside the United States by the Corporation, its affiliates or any person acting on any of their behalf (other than the Underwriters, their affiliates (including, without limitation, the U.S. Affiliates), the Selling Firms and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) have been and will be made in Offshore Transactions and otherwise in accordance with Rule 903 of Regulation S.
(i) In connection with the offer and sale of the Offered Shares in the United States, none of the Corporation, any of its affiliates, or any person acting on any of their behalf (other than the Underwriters, their affiliates (including, without limitation, the U.S. Affiliates), the Selling Firms and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) have engaged or will engage in any General Solicitation or General Advertising or in any conduct involving a public offering in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act.

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(j) Except with respect to offers and resales of Offered Shares (i) to Qualified Institutional Buyers in reliance on Rule 144A, or (ii) to U.S. Accredited Investors pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States, in each case in accordance with this Schedule "B" and pursuant to the terms of this Agreement, none of the Corporation, any of its affiliates, or any person acting on any of their behalf (other than the Underwriters, their affiliates (including, without limitation, the U.S. Affiliates), the Selling Firms and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) has made or will make (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States, or (B) any sale of the Offered Shares unless, at the time the buy order was or will have been originated, the Purchaser is (i) outside the United States, or (ii) the Corporation, its affiliates an any person acting on any of their behalf (other than the Underwriters, their affiliates (including, without limitation, the U.S. Affiliates), the Selling Firms and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) reasonably believe that the Purchaser is outside the United States.
(k) None of the Corporation, any of its affiliates or any person acting on any of their behalf (other than the Underwriters, their affiliates (including, without limitation, the U.S. Affiliates), the Selling Firms and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the Offering.
(l) With respect to Offered Shares to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the "Regulation D Securities"), if any, none of the Corporation, any of its predecessors, any affiliated issuer issuing Regulation D Securities, any director, executive officer or other officer of the Corporation participating in the offering of Regulation D Securities, any beneficial owner of 20% or more of the Corporation's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (but excluding any Dealer Covered Person, as to whom no representation, warranty or covenant is made) (each, an "Issuer Covered Person") is subject to any disqualifications described under Rule 506(d)(1)(i) to (viii) of Regulation D (a "Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under Regulation D. The Corporation has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. If applicable, the Corporation has complied with its disclosure obligations under Rule 506(e) of Regulation D, and has furnished to the Underwriters and their U.S. Affiliates a copy of any disclosures provided thereunder.
(m) At the Closing Time and any Over-Allotment Closing Time, the Corporation is not aware of any person (other than any Dealer Covered Person) that has been or will

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be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Offered Shares; the Corporation will notify the Underwriters in writing, prior to the Closing Date and any Over-Allotment Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

(n) None of the Corporation or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
(o) The Corporation will, within the prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Shares, including, if applicable, filing a Form D with the SEC.
(p) Neither the Corporation nor any predecessor of the Corporation has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder.
(q) Upon receipt of a written request from a Purchaser that is in the United States, the Corporation shall make a determination if the Corporation is a "passive foreign investment company" (a "PFIC") within the meaning of section 1297(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"), during any calendar year following the purchase of Offered Shares by such Purchaser, and if the Corporation determines that it is a PFIC during such year, the Corporation will provide to such Purchaser, upon written request, all information that would be required to permit a United States shareholder to make an election to treat the Corporation as a "qualified electing fund" for the purposes of the Code.

Representations, Warranties and Covenants of the Underwriters

1. Each Underwriter, severally and not jointly, acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any U.S. state, and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each Underwriter, severally but not jointly, represents, warrants, covenants and agrees to and with the Corporation, as at the date hereof and as at the Closing Date and any Over-Allotment Closing Date, that:
(a) The Underwriter has offered and sold, and will offer and sell, Offered Shares only (a) in an Offshore Transaction and otherwise in accordance with Rule 903 of Regulation S or (b) in the United States in accordance with Rule 144A and Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, as provided herein. Accordingly, none of the Underwriter, its affiliates (including, without

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limitation, its U.S. Affiliate) or any person acting on any of their behalf, have made or will make (except as permitted herein) (i) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States; (ii) any sale of Offered Shares to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States, or such Underwriter, affiliate (including, without limitation, its U.S. Affiliate) or person acting on any of their behalf reasonably believed that such Purchaser was outside the United States; or (iii) any Directed Selling Efforts in connection with the offer and sale of the Offered Shares.

(b) All offers and sales of the Offered Shares in the United States have been and will be effected by or through the U.S. Affiliate of the Underwriter, duly registered under the U.S. Exchange Act and under the laws of each state where such offers and sales are made (unless exempted from such state's registration requirements) and a member in good standing with the Financial Industry Regulatory Authority, Inc., on the date of each such offer and sale, and have been and will be effected in accordance with all applicable U.S. federal and state broker-dealer requirements. The U.S. Affiliate of the Underwriter offering and reselling Offered Shares in the United States pursuant to Rule 144A is a Qualified Institutional Buyer.
(c) Immediately prior to soliciting any offerees of Offered Shares in the United States, the Underwriter, its U.S. Affiliate and any person acting on its or their behalf had reasonable grounds to believe and did believe that each offeree solicited by it (i) pursuant to Rule 144A was a Qualified Institutional Buyer, or (ii) pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act was a U.S. Accredited Investor and at the time of completion of each sale of Offered Shares in the United States, the Underwriter, its U.S. Affiliate, and any person acting on its or their behalf will have reasonable grounds to believe and will believe, that each Purchaser thereof solicited by such persons is either a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable.
(d) In connection with the offer and sale of the Offered Shares in the United States, none of the Underwriter, its affiliates (including its U.S. Affiliate) or any person acting on any of their behalf have engaged or will engage in any General Solicitation or General Advertising or in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
(e) At the Closing Time and any Over-Allotment Closing Time, it will either, (i) together with its U.S. Affiliate offering or selling Offered Shares in the United States, provide a certificate, substantially in the form of Exhibit "I" to this Schedule "B" relating to the manner of the offer and sale of the Offered Shares in the United States, or (ii) be deemed to have represented and warranted to the Corporation, as of the Closing Time or any Over-Allotment Closing Time, as applicable, that it did not and will not offer or sell any of the Offered Shares in the United States.

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(f) The Underwriter shall inform (and shall cause its U.S. Affiliate to inform) all offerees and Purchasers to whom its U.S. Affiliate offers or sells Offered Shares that are in the United States that such Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and are being offered and sold to such persons in reliance on the exemption from registration under the U.S. Securities Act provided by Rule 144A or Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, as applicable, and similar exemptions under applicable U.S. state securities laws.
(g) The Underwriter shall cause its U.S. Affiliate to deliver a copy of the U.S. Placement Memorandum to each offeree solicited by it and each of its U.S. Purchasers at or prior to the time of purchase of Offered Shares. Other than the U.S. Placement Memorandum and the Marketing Documents, no written material has been or will be used by the Underwriter or its U.S. Affiliate in connection with the offer or sale of the Offered Shares in the United States.
(h) It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Shares, except with its U.S. Affiliate, any Selling Firm or with the prior written consent of the Corporation. The Underwriter shall cause its U.S. Affiliate and any Selling Firm appointed by it who may offer or sell Offered Shares to agree, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that each such Selling Firm and its U.S. Affiliate complies with, the same provisions of this Schedule "B" as are applicable to the Underwriter.
(i) It will provide the Corporation, at least one Business Day prior to the Closing Date and any Over-Allotment Closing Date, with a list of the names and addresses of all U.S. Purchasers of the Offered Shares solicited by it.
(j) All offers, sales and solicitations of offers to buy Offered Shares that have been made or will be made by it in the United States, through its U.S. Affiliate, were or will be made only to a person it or its U.S. Affiliate reasonably believed and believes, immediately prior to making such offer, sale or solicitation, to be a U.S. Accredited Investor or a Qualified Institutional Buyer, as applicable, who is acquiring the Offered Shares for its own account or for the account of a U.S. Accredited Investor or a Qualified Institutional Buyer with respect to which it exercises sole investment discretion, in a transaction that is exempt from registration under the U.S. Securities Act and applicable state securities laws.
(k) Prior to completion of any sale of Offered Shares, it will cause each such U.S. Purchaser to sign and deliver a QIB Letter or a U.S. Subscription Agreement, as applicable.
(l) Neither the Underwriter nor its U.S. Affiliate has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the Offering, or has taken or will take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in the stabilization or

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manipulation of the price of any of the Corporation's securities or the Offered Shares to facilitate the sale or resale of the Offered Shares in violation of any applicable law.
(m) All U.S. Purchasers of the Offered Shares purchasing pursuant to Rule 144A shall purchase such Offered Shares from the Underwriter or its U.S. Affiliate acting as principal.
(n) As of the Closing Date and any Over-Allotment Closing Date, with respect to the Regulation D Securities, none of it, its U.S. Affiliate, or any of its or its U.S. Affiliate's directors, executive officers, general partners, managing members or other officers participating in the offering of Regulation D Securities, any of the Underwriter's or its U.S. Affiliate's general partners' or managing members' directors, executive officers or other officers participating in the offering of the Regulation D Securities, or any other person associated with any of the above persons that has been or will be paid, directly or indirectly, remuneration for solicitation of Purchasers of Regulation D Securities (each, a "Dealer Covered Person" and, together, "Dealer Covered Persons"), is subject to any Disqualification Event except for a Disqualification Event (i) covered by Rule 506(d)(2)(i) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date or any Over-Allotment Closing Date. As of the Closing Date and any Over-Allotment Closing Date, the Underwriter represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities.

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EXHIBIT "I" TO SCHEDULE "B" UNDERWRITER'S CERTIFICATE

In connection with the offering of the Offered Shares in the United States pursuant to the Underwriting Agreement, dated February 6, 2026 among the Corporation and the Underwriters named therein (the "Underwriting Agreement"), each of the undersigned does hereby certify as follows:

(a) [Name of U.S. Affiliate] (the "U.S. Affiliate") is a duly registered broker or dealer under the U.S. Exchange Act and under the laws of each state where offers and sales are made (unless exempted from such state's registration requirements), and a member of and in good standing with the Financial Industry Regulatory Authority, Inc., on the date hereof and on the date of each offer and sale of Offered Shares we made in the United States;
(b) all offers of Offered Shares in the United States were effected by the U.S. Affiliate in accordance with all U.S. federal and state securities law, including laws and regulations governing the registration and conduct of brokers and dealers;
(c) each offeree solicited by us who is in the United States was provided with a copy of the U.S. Placement Memorandum, and each U.S. Purchaser solicited by us was provided with a copy of the U.S. Placement Memorandum at or prior to the time of purchase of any Offered Shares, and no other written material (other than the Marketing Documents) was used in connection with the offer or sale of Offered Shares in the United States;
(d) immediately prior to our transmitting the U.S. Placement Memorandum to offerees of Offered Shares in the United States, we had reasonable grounds to believe, and did believe, that each offeree was a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable, with whom we or the Corporation, as applicable, have a pre existing relationship, and on the date of this certificate we continue to believe that each U.S. Purchaser of the Offered Shares purchasing from us through the U.S. Affiliate or directly from the Corporation as a substituted purchaser is either a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable;
(e) no form of General Solicitation or General Advertising was used by us, nor did we engage in any conduct involving a public offering in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act, in connection with the offer or sale of the Offered Shares in the United States;
(f) in connection with each sale of Offered Shares in the United States, we caused each such U.S. Purchaser to execute and deliver either (i) a QIB Letter in the form of Exhibit B attached to the U.S. Placement Memorandum or (ii) a U.S. Subscription Agreement in the form of Exhibit A attached to the U.S. Placement Memorandum;

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(g) the offering of the Offered Shares in the United States has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule "B" thereto; and
(h) neither we nor our affiliates nor any person acting on any of our behalf have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Shares in the United States.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement unless otherwise defined herein.

DATED this day of , 2026.

	[UNDERWRITER]	[U.S. AFFILIATE]
Per:		Per:
	Name:	Name:
	Title:	Title:

AI assistant

Meridian Mining Capital/Financing Update 2026

47387_rns_2026-02-06_e4ec4981-7719-41fa-ae1f-9abb83515160.pdf

UNDERWRITING AGREEMENT

1. Definitions and Interpretation

2. Distribution of the Offered Shares

3. Filing of Prospectuses; Marketing Materials; Due Diligence

4. Material Changes

5. Deliveries to the Underwriters

6. Regulatory Approvals

7. Representations and Warranties of the Corporation

8. Representations, Warranties and Covenants of the Underwriters

9. Indemnification and Contribution

10. Covenants of the Corporation

11. Compensation of the Underwriters

12. All Terms to be Conditions

13. Termination Rights

14. Closing

15. Conditions Precedent

16. Over-Allotment Option

17. Expenses

18. Notices

19. Actions on Behalf of the Underwriters

20. Obligations of the Underwriters

21. Miscellaneous

STIFEL NICOLAUS CANADA INC. BMO NESBITT BURNS INC.

BEACON SECURITIES LIMITED ATB CAPITAL MARKETS CORP.

SCOTIA CAPITAL INC. SCP RESOURCE FINANCE LP, by its

RAYMOND JAMES LTD.

MERIDIAN MINING PLC

SCHEDULE "A"

MATERIAL PROPERTY

Notes:

SCHEDULE "B"¹ COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Representations, Warranties and Covenants of the Corporation

Representations, Warranties and Covenants of the Underwriters

EXHIBIT "I" TO SCHEDULE "B" UNDERWRITER'S CERTIFICATE

AI assistant

Meridian Mining — Capital/Financing Update 2026

47387_rns_2026-02-06_e4ec4981-7719-41fa-ae1f-9abb83515160.pdf

UNDERWRITING AGREEMENT

1. Definitions and Interpretation

2. Distribution of the Offered Shares

3. Filing of Prospectuses; Marketing Materials; Due Diligence

4. Material Changes

5. Deliveries to the Underwriters

6. Regulatory Approvals

7. Representations and Warranties of the Corporation

8. Representations, Warranties and Covenants of the Underwriters

9. Indemnification and Contribution

10. Covenants of the Corporation

11. Compensation of the Underwriters

12. All Terms to be Conditions

13. Termination Rights

14. Closing

15. Conditions Precedent

16. Over-Allotment Option

17. Expenses

18. Notices

19. Actions on Behalf of the Underwriters

20. Obligations of the Underwriters

21. Miscellaneous

STIFEL NICOLAUS CANADA INC. BMO NESBITT BURNS INC.

BEACON SECURITIES LIMITED ATB CAPITAL MARKETS CORP.

SCOTIA CAPITAL INC. SCP RESOURCE FINANCE LP, by its

RAYMOND JAMES LTD.

MERIDIAN MINING PLC

SCHEDULE "A"

MATERIAL PROPERTY

Notes:

SCHEDULE "B"1 COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Representations, Warranties and Covenants of the Corporation

Representations, Warranties and Covenants of the Underwriters

EXHIBIT "I" TO SCHEDULE "B" UNDERWRITER'S CERTIFICATE

More from Meridian Mining

Meridian Mining Capital/Financing Update 2026

SCHEDULE "B"¹ COMPLIANCE WITH UNITED STATES SECURITIES LAWS