Management's Discussion and Analysis

MERIDIAN

MINING

FORM 51-102F1

MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2021

Introduction

This Management Discussion and Analysis ("MD&A") of the results of operations and the financial condition of Meridian Mining UK Societas, formerly Meridian Mining S.E., ("Meridian" or the "Company") is the responsibility of management and covers the year ended December 31, 2020. This MD&A takes into account information available up to and including May 25, 2021 and should be read together with the audited consolidated financial statements and notes for the year ended December 31, 2020, which are available on the SEDAR website at www.sedar.com.

Throughout this document the terms we, us, our, the Company and Meridian refer to Meridian Mining UK Societas. All financial information in this document is prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are in United States dollars (USD) unless otherwise stated.

Additional information related to the Company is available for view at www.meridianmining.co or on the SEDAR website at www.sedar.com.

This document contains forward-looking statements. Please refer to "Note Regarding Forward-Looking Statements."

Business Overview

Meridian is a junior exploration and resource development company with projects in Brazil. The Company has signed purchase agreement to acquire a 100% beneficial interest in the Cabaçal copper ("Cu") - gold ("Au") Project ("Cabaçal"), in the state of Mato Grosso, Central West Brazil. The Company has separately secured an additional licence at the southern limit of the Project's Volcanogenic Massive Sulfide ("VMS") belt, increasing the tenure from 18,462 to 28,324 Hectares. The Company also has three projects in the State of Rondônia Espigão Cu - Au polymetallic ("Espigão"), Mirante da Serra ("Mirante") - manganese ("Mn") and Ariquemes - tin ("Sn") in the north of Brazil; together ("the Portfolio"). The Company formally operated Espigão as a manganese project supplying high quality oxide concentrates. The Company's manganese operation has been on care and maintenance since December 2019.

Strategy

Meridian's vision is to create sustainable value for its stakeholders by discovering and developing high quality resource assets. The Company is committed to being a responsible steward of the environment and building collaborative partnerships with communities, governments and all other stakeholders for mutual success.

During the 4th Quarter 2019, the Company's Board decided that the long-term growth of the Company was in the exploration of resource development potential of the portfolio. The Company's long term focus is on its Cu-Au projects and will seek JV partner or a buyer for the Ariquemes project. The Company is currently exploring strategic alternatives for its manganese production facilities to unlock shareholder value.

Management's Discussion and Analysis

Corporate Outlook

Our priorities are to focus on the Cu – Au potential of the portfolio, with a focus on resource development and exploration at Cabaçal and Espigão. Resource development activities at the sediment hosted Mirante da Serra manganese project are pending licence approvals.

Performance Summary for the period ended March 31, 2021

Corporate Highlights

On January 26, 2021 the Company announced changes to the Board of Directors, Mr Gilbert Clark was appointed Executive Chairman, while Mr Charles Riopel stepped down but took on the role of Lead Independent Director. The Board was expanded with the appointments of Mr John Skinner and Mr Mark Thompson as Independent Directors.
On February 9, 2021 the Company changed the terms of the second payment and assigned the Purchase Agreement related to Cabaçal project to its subsidiary Cabaçal Mineração Ltda. The payment is now required to be made 30 days after mineral right assignments to Cabaçal Mineração Ltda. are published in the Official Gazette in Brazil.
During the period ended March 31, 2021, the Company issued 8,326,237 common shares and received gross proceeds totaling $698,779 (CAD $ 881,576) related to share purchase warrants, agent’s compensation options and agent’s compensation options warrants exercises.

Exploration Highlights

On January 20, 2021 the Company announced the initiation of field work at its Cabaçal VMS Cu-Au project. Drone-based aerial surveys were initiated to map the local terrain and to locate historical drill platforms. Field facilities were established and data compilation advanced.
On March 16, 2021 the Company announced that the diamond drill and surface geophysical programs commenced at its Cabaçal Cu-Au project, targeting the Southern Copper Zone and Eastern Copper Zones. An orientation fixed-loop electromagnetic survey commenced over the Cabaçal mine.
On March 29, 2021 the Company announced that drill and surface geophysical programs had advanced at its Cabaçal Cu-Au project, with the completion of the first two diamond holes of the approximate seventy drill hole program. The first diamond drill hole CD-001 targeting the Southern Copper Zone has been concluded to a depth of 189.55m. Drill hole CD-002 was completed as an initial test the Easter Copper Zone to a depth of 95.2m. Assays from the first two holes are pending. The surface electromagnetic orientation program showed a positive response extending past the historic mine limits. The Company also signed a technical exchange agreement with the Universidade Federal de Mato Grosso (“UFMT”) accessing its historical core collection from Cabaçal.

Environmental Highlights

During the period ended March 31, 2021, the Company has continued its environmental remediation program as planned at Espigão.
Remediation programs focused on finalization of field programs at Vitalino, Califórnia, Ervino and Zezinho areas.

Subsequent to March 31, 2021:

Exploration Highlights

On April 6, 2021 the Company announced continued encouraging visual core results at its Cabaçal Cu-Au VMS project, with the third and fourth diamond drill holes CD-003 and CD-004 intersecting strong sulphide mineralisation within the Southern Copper Zone (“SCZ”). Hole CD-003 intersected a breccia to stringer sulphide zone over 11.4m from 156.9 - 168.3m, as part of a broader package of disseminated sulphide mineralization from 54.8m; and Hole CD-004 intersected a breccia to stringer sulphide zone over 13.1m from 151.3 - 164.4m, as part of a broader package of disseminated sulphide mineralization from 46m.

Management's Discussion and Analysis

On April 12, 2021 the Company announced the first results of the geophysical program, with a large borehole Electromagnetic ("EM") conductor situated along strike from the historical Cu-Au workings of the Cabaçal mine and within the South Copper Zone sulphide mineralisation recently intercepted by the Company's diamond drill holes. A strong bedrock conductor was also identified at Cabaçal South, centred ~400m south of the historic mine, with a conductivity consistent with a potentially massive-sulphide target. The Company also announced it has secured tenure at the southern limit of the Project's VMS belt, increasing the tenure from 18,462 to 28,324 Hectares. The new license has an existing copper-geochemical anomaly. Separately, after reviewing the historical 1980's BP Minerals regional exploration reports, the Company has secured a strong land position of 48,447 Hectares, located 20km west of the Project. These new licenses are within two separate greenstone belts, where the historical reports highlighted their Cu-Au-Ni exploration potential.
On April 19, 2021 the Company announced a review of the historical metallurgical data from its Cabaçal Copper-Gold project. Data included results from historical mill reports1 for the Cabaçal mine when it was operated from 1987 to 1991 by BP Minerals/Rio Tinto including the full year mill summary for 1990. Based on this historical data the Company's present targets of metal recoveries for its future metallurgical test programs are set at: +90% for Copper ("Cu"), 90% for Gold ("Au") and +85% for Silver ("Ag"), via conventional flotation and gravity processes. During the mill's ramp up period and prior to the gravity circuit's installation, the Cabaçal mill was fed using the mines development material grading 0.1 g/t Au and 0.3% Cu (Ag not reported). The report states that the Cu concentrates produced graded 7 g/t Au, 18% Cu, and 80 g/t Ag with recoveries of Au @ 80%, Cu @ 94% and 80% for silver. The lower Au (+Ag) recovery is attributed to the coarse fraction not being recovered during this period.
On April 26, 2021 the Company announced significant results from the first initial assays from its Cabaçal Cu-Au VMS project.
CD-004 returned 15.9m @ 4.0% CuEq from 148.55m (3.3% Cu, 0.7g/t Au, 15.7g/t Ag & 0.6% Zn), including a higher grade zone of 10.2m @ 5.9% CuEq from 151.97m (4.9% Cu, 1.0g/t Au, 23.9g/t Ag & 0.7% Zn)
CD-003 returned 48.6m @ 1.4% CuEq from 120.00m (0.7% Cu, 1.0g/t Au, 2.0g/t Ag & 0.3% Zn), including a higher grade zone of 17.2m @ 3.2% CuEq from 151.40m (1.5% Cu, 2.5g/t Au, 4.7g/t Ag, & 0.4% Zn)
CD-001 returned 23.7m @ 0.8% CuEq from 128.00m (0.6% Cu, 0.3g/t Au, 0.7g/t Ag, 0.1% Zn), including a higher grade zone of 11.4m @ 1.2% CuEq from 140.26m (0.9% Cu, 0.4g/t Au, 1.2g/t Ag, & 0.2% Zn).

Down-hole geophysics had outlined conductivity responses coincident with the mineralized intersections and extending off-hole.

On May 5, 2021 the Company announced completed assays for its Diamond Drill Holes ("DDH") CD-003 and CD-004 as well as first results from the resampling of historical core from its Cabaçal Cu-Au VMS project.

Highlight of additional assays from CD-003 & CD-004:
- CD-003 extended by 10.0m to 58.6m @ 1.2% CuEq1 from 110.0m (0.6% Cu, 0.9g/t Au, 1.7g/t Ag, & 0.2% Zn); and
- New hangingwall intercept returns: 15.0m @ 0.4% Cu from 75m;
- CD-004 new hangingwall intercept returns 9.5m @ 0.3% CuEq from 94.6m (0.2% Cu & 0.2 g/t Au)

Highlights from historical core resampling program:
- JUSPD050 returned 16.8m @ 2.1% Cu, 2.0g/t Au, 3.0g/t Ag & 0.2% Zn from 123.3m;
- JUSPD076 returned 8.9m @ 2.3% Cu, 0.54g/t Au, 9.4g/t Ag & 0.3% Zn from 93.1m;

On May 11, 2021 the Company announced additional results from its surface and borehole EM surveys at Cabaçal Cu-Au VMS project. To date, strong Copper ("Cu") dominant sulphides assemblages hosting Gold ("Au") and Silver ("Ag") mineralisation have been intercepted by the ongoing 10,000 m Cabaçal drill program adjacent, and within to the historical mine's underground workings. Bore Hole EM surveys ("BHEM") have now mapped multiple EM plates, confirming that extensive conductive layers of Cu sulphide (+Au-Ag) remain within and extend out from the old workings. Additionally, the 2007 EM survey ("VTEM") at Cabaçal has been reinterpreted using its now recently defined "Cabaçal" type EM response with promising results. This has mapped north and south EM extensions out from the mine area, a 700m anomaly adjacent to the St Helena mine and a major new 4 km long EM anomaly 1.7km south-east of the St Helena mine and along strike from an open south-east trending polymetallic soil anomaly. These results validate Meridian's belief that Cabaçal could host multiple deposits typical of a camp-scale VMS project.

Management's Discussion and Analysis

Highlights of Cabaçal BHEM surveys:

Cabaçal BHEM surveys and drill results map unmined Cu (+Au) sulphide layers across the Cabaçal mine;
BHEM survey widens the response of the high-grade Southern Copper Zone by 100m;
BHEM response remains open to the south-east pending additional drilling and surveys; and
Multiple EM plates align with recent Cu sulphides intercepts adjacent to, above and below the old workings.

Highlights of Cabaçal’s Regional VTEM re-interpretation

“Cabaçal” type EM response defines multiple new near mine and regional targets;
Cabaçal mine’s northerly EM trend now linked to the high priority Cabaçal West target;
Cabaçal’s Eastern Copper Zone VTEM response extended a further 1.0km south east;
Major new ~4.0km long EM conductive trend mapped south of St Helena mine; and
New conductive trend is south east of St Helena’s open Cu-Au soil survey.
On May 25, 2021 the Company announced new assay results from its ongoing 10,000m resource delineation program at its Cabaçal Copper-Gold camp scale VMS project. Holes CD-005 through to CD-009 have returned significant intervals and grades of Copper, Gold and Silver mineralisation, across and outside of the limits of the historical Cabaçal Mine. The Cabaçal mine was previously operated by BP Minerals/ Rio Tinto, using a high Au only 3.0g/t cut-off grade. The recurring presence of high-grade Au intercepts within the broad Cu-Au zones, confirm that the Cabaçal mine’s high-grade Au veins were mined to the limits of the resource data and not to the limit of the Cu-Au mineralisation; which remains open.

Drilling highlights today’s drill results

CD-005 returned 30.7m @ 1.3% CuEq1 from 38.5m (0.9% Cu, 0.6/t Au, 4.9g/t Ag & 0.1% Zn);
CD-006 returned 17.7m @ 2.4% CuEq from 113.0m (1.3% Cu, 1.5/t Au, 6.1g/t Ag & 0.3% Zn);

Including a higher grade zone of:
- 11.5m @ 3.4% CuEq from 118.5m (1.9% Cu, 2.2g/t Au, 8.9g/t Ag & 0.3% Zn);
- CD-007 returned 35.1m @ 0.6% CuEq from 30.3m (0.5% Cu, 0.2g/t Au & 2.2g/t Ag);

Including a higher grade zone of:
- 9.5m @ 1.6% CuEq from 55.8m (1.3% Cu, 0.4g/t Au, 6.8g/t Ag, & 0.1% Zn);
- CD-008 returned 35.0m @ 0.5% CuEq from 30.0m (0.3% Cu, 0.2g/t Au, 1.0g/t Ag, & 0.2% Zn);

Including a higher grade zone of:
- 12.2m @ 1.2% CuEq from 44.8m (0.8% Cu, 0.4g/t Au, 2.5g/t Ag & 0.4% Zn)
- CD-009 returned 66.1m @ 1.1% CuEq from 86.9m (0.6% Cu, 0.8g/t Au, 1.8g/t Ag);

Including higher grade zones of:
- 2.7m @ 10.0% CuEq from 86.9m (1.5% Cu, 14.0g/t Au, 7.0g/t Ag & 0.1% Zn); and
- 12.8m @ 2.1% CuEq from 139.7m (1.7% Cu, 0.5g/t Au, 5.2g/t Ag & 0.1% Zn).

Notes

True widths are approximately 90% of downhole lengths and assay figures and intervals rounded to 1 decimal place. Copper Equivalents (“CuEq”) have been calculated using the formula CuEq = ((Cu%Cu price 1% per tonne) + (Au ppmAu price per g/t) + (Ag ppmAg price per g/t) + (Zn%Zn price 1% per tonne)) / (Cu price 1% per tonne). Commodity Prices: Copper (“Cu”) and Zinc (“Zn”) prices from LME Official Settlement Price dated April 23, 2021 USD per Tonne: Cu = USD 9,545.50 and Zn = USD 2,802.50. Gold (“Au”) & Silver (“Ag”) prices from LBMA Precious Metal Prices USD per Troy ounce: Au = USD 1781.80 (PM) and Ag = USD 26.125 (Daily). The CuEq values are for exploration purposes only and include no assumptions for metallurgical recovery.

Holes have been drilled HQ through the saprolite and upper bedrock and reduced to NQ – mineralized intervals represent half NQ drill core. Samples have been analysed at the accredited SGS laboratory in Belo Horizonte. Gold analyses have been conducted by FAA505 (fire assay of a 50g charge) and FAA35V (gold fire assay to extinction), and base metal analysis by methods ICP40B and ICP40B_S (four acid digest with ICP-OES finish). Samples are held in the company’s secure facilities until dispatch, and delivered by staff and commercial couriers to the laboratory. Pulps are retained for umpire testwork. And ultimately returned to the Company for storage. The Company submits a range of quality controls samples, including blanks and gold and polymetallic standards supplied by ITAK, supplementing laboratory quality control procedures.

Management's Discussion and Analysis

Electromagnetic surveys over Cabaçal have been conducted by Geomag S/A Prospecções Geofísicas, a company of the Wellfield Services Group, using a TEM57-MK2 Transmitter and PROTEM receiver for surface surveys and BH43-3 borehole three-dimensional time domain (TDEM) probe for subsurface work. Quality control is performed daily by the geophysical representative of the Wellfield Group, before and data sent to the Company's independent consultant, Core Geophysics. Modelling of conductivity responses is undertaken using industry-standard Maxwell software. Geophysical targets are preliminary in nature and not conclusive evidence of the likelihood of a mineral deposit.

Corporate Highlights

Subsequent to the period ended March 31, 2021, the Company issued 9,363,283 common shares and received gross proceeds totaling $860,486 related to share purchase warrants, agent's compensation options and agent's compensation options warrants exercises.

Except as disclosed elsewhere in this document there were no other material subsequent events to the date of this report.

Cabaçal Project, Mato Grosso, Brazil

Background

The Cabaçal Cu-Au camp scale VMS project is located in the Alto Jauru Greenstone Belt, in the South West ("SW") margin of the Amazon Craton. The Company has an option agreement that provides a 100% ownership with a series of milestone-based payments for licences covering an area of 18,460 Hectares, incorporating an approved mining lease, a mining lease application, and three exploration licences.

During the year ended December 31, 2020, the Company entered into a definitive Purchase Agreement to acquire a 100% beneficial interest in the Cabaçal Copper-Gold Project ("Cabaçal"), comprised of 5 mineral rights tenements, in the state of Mato Grosso, Brazil, for a total consideration of $8,750,000 plus, at the option of the Vendors, 4,500,000 Meridian shares or CAD$1,350,000, from two private Brazilian companies, Prometálica Mineração Ltda. and IMS Engenharia Mineral Ltda (the "Vendors"). During the period ended March 31, 2021, the Company changed the terms of the second payment and assigned the Purchase Agreement related to Cabaçal project to its subsidiary Cabaçal Mineração Ltda.

The Company is required to make staged payments based on milestones achieved as follows:

$25,000 payable within 5 days of the execution of the option agreement; (paid)
$275,000 payable within 30 days of the mineral rights assignments to Cabaçal Mineração Ltda. are published in the Official Gazette in Brazil;
$1,750,000 payable within 12 months of the second payment provided completion of successful drilling program and historical geophysics database validation;
1,000,000 common shares in the capital of the Company or CAD$300,000, at the option of the Vendors, subject to completion of technical report on the estimate of the resource in accordance with National Instrument 43-101;
$1,850,000 plus, at the option of the Vendors, 1,500,000 common shares in the capital of the Company or CAD$450,000, within 9 months of the fourth payment and subject to the successful completion of the positive economic feasibility study;
$2,250,000 payable plus, at the option of the Vendors, 2,500,000 common shares in the capital of the Company or CAD$600,000, up to 30 days after the Installation License ("LI") of the Cabaçal Project plant is issued by the competent authorities; and
$2,600,000 payable within 45 days after the signature by the Company of the definitive financing contracts for the construction of the Cabaçal Project plant.

There is an historical 1.5% NSR associated with the Santa Helena project, which is part of Cabaçal. Cabaçal is located within the buffer zone of Brazil's frontier and that the Company will comply with all applicable Brazilian Laws. The buffer zone is a political protection zone and not an economic exclusion zone. The terms of the proposed Agreement gives the Company the option, under certain conditions, to return the mineral rights to the Vendors on a "as is" basis, without any obligation to making any outstanding payments and to complying with other obligations.

Management's Discussion and Analysis

The Company has separately secured an additional licence at the southern limit of the Project's VMS belt, increasing the tenure from 18,462 to 28,324 Hectares. The new license has an existing copper-geochemical anomaly. Separately, after reviewing the historical 1980's BP Minerals regional exploration reports, the Company has secured a strong land position of 48,447 Hectares located 20 km west of the Project. These new licenses are within two separate greenstone belts, where the historical reports highlighted their Cu-Au-Ni exploration potential.

Geology and Mineralization Model

The Proterozoic Alto Jauru Greenstone Belt consists of an association of bimodal volcanic and sedimentary rocks (tholeiitc meta-basalts, felsic volcanics, and meta-sedimentary rocks, intruded by granites, tonalites, and gabbroic dykes).

The discovery of the Cabaçal Deposit has its origins in the 1980's gold rush, during which local companies backed by BP International carried out extensive mapping, stream and soil geochemistry, and reconnaissance drilling. which lead to the discovery of the Cabaçal Deposit in 1983. The project operated as an underground mine producing 869,279t at 5 g/t Au and 0.82% Cu over four years up to 1991. Regional exploration by RTZ and BP consisted of >600 drill holes (70,000 m of drilling), of which 406 holes were drilled at Cabaçal. Underground mining was selective and focused on high-grade trends (>3 g/t gold-only cut-off grade). The mine was decommissioned historically by RTZ.

The Cabaçal deposit is considered to be deformed Cu-Au rich end member of the Volcanic Hosted Massive Sulphide (VHMS) deposit style. Globally, such deposits have been major global hosts of base metals, gold and silver. Deposits tend to form in districts of about 40 km in diameter, that may contain dozens of periodically spaced mineral centres, related to hydrothermal convection cells on the ocean floor. With tilting, deposits may now be at or below the present-day erosional surface. Whilst VHMS deposits are well known for their base metal production, notable examples exist of copper-gold and gold-only end members, including Mt Lyell (Cu-Au) and Henty (Au) of the Mt Read Volcanics (Tasmania, Australia), and LaRonde Penna deposit of the Doyon-Bousquet-mining camp (Quebec, Canada).

The immediate host rocks of the Cabaçal deposit consist of foliated cherts and volcaniclastic rocks, with hydrothermal overprints of variable sericite, biotite, and chlorite alteration. Cu-Au mineralization has been traced over 1.8 km in the mine environment, although much of the drilling is focussed over a 750 m sector. Mineralization dips moderately, presenting a good geometry for potential open pit development. The targeted mineralization forms a series of stacked sheets, which individually can have widths of ~10 - 40 m and have been traced ~250-500 m down-dip.

A second zinc-rich underground mine was developed more recently at Santa Helena, but the mine has been closed since 2008. The mineralization present in the Santa Helena mine consists of massive, semi-massive and disseminated volcanic sulphides (pyrrhotite, sphalerite, chalcopyrite and galena), typical of the VMS association.

Exploration

An extensive database of historical geochemical results is available for the project, with reconnaissance exploration programs executed by BP minerals being progressively followed by more detailed work programs with defined a series of target areas. In 1982, semi-detail geological mapping (1: 50,000) accompanied a detailed stream sediment geochemical program with samples analysed for Cu, Pb, Zn, Ni, As, sometimes Au + Ag). In 1983-1984, the opening of 400 × 50 m soil geochemical grids progressed as a follow up to the stream anomalies generated at C-4 and C-2. These were closed on a 100 × 25 m grid in areas (C-4A, C-4B, C-2A and C-2B, C-2C, C-5A and C-5B). In 1985 the implementation of a 400 m × 50 m soil grid survey continued regionally in the Cabaçal corridor (C-6). In the geochemical prospecting work carried out by BP / RTZ, samples were analysed for Cu, Pb, Zn, Ni and gold counts, and results presented in maps in scales of 1: 10,000, 1: 5,000 and 1: 2,500.

Historical geophysical programs were similarly expansive. In 1982 BP carried out a survey covering ~6,800 km², capturing ~2,800-line km of magnetic / electromagnetic through an INPUT Survey. This delineated the principal volcanic belts and 81 targets, 13 of them in the Cabaçal range area. The INPUT / MAG aerial survey was carried out in September 1982 by Prospec S/A, with the technical supervision of Questor Canada. Terrestrial geophysics was also conducted and as at September 1985, 45 km of gradient array IP arrangement, 13 km of pole-dipole IP, and 163 km of max-min applied potential surveys has been concluded. Results from these programs are presented in a series of maps and plans.

The most recent geophysical program was a VTEM magnetic and conductivity survey undertaken in late 2007 ("Rio Branco Survey") by Microsurvey Aerogeofisica e Consultoria Geofisica Ltda. The survey involved survey lines at spacings of 300 m oriented NE (perpendicular to stratigraphy). At least 20 bedrock anomalies have been modelled from this survey.

Management's Discussion and Analysis

A series of near mine and satellite targets have been defined through a combination of geophysical and geochemical methods, with an historical VTEM survey in particular highlighting extensions of the prospective stratigraphic horizon. These will be progressively followed up to test the potential of the 30-kilometre strike length of the prospective belt.

Permitting, Corporate Social Responsibility and Environment

The Company will leverage its successful “Espigão” social license to operate management experience to the Cabaçal project and has established an open and positive dialogue with the local stakeholders. Programs being executed are under an agreement with the local landholders, and under an environmental licence issued by the state environmental agency, SEMA.

Espigão Project, Rondônia, Brazil

Background

The Espigão Project is located in the Proterozoic Rondônia-Juruena Province, in the SW margin of the Amazon Craton. The licences cover an area of 97,436 Hectares and incorporate an approved mining lease, mining lease applications, and exploration tenure. Past mining activity has focussed on manganese oxide production from colluvial and vein mineralization. Exploration is now focused on testing the polymetallic Cu-Au potential.

The manganese and ferruginous vein systems show a spatial relationship with a series of fractionated granites, marked by an elevated response in Total Count radiometrics. Geophysical modelling shows the presence of conductivity anomalies and magnetic anomalies underpinning the surface veins. These anomalies remain to be systematically tested at depth. An ongoing exploration objective is to test the potential for vertical and lateral transitions to domains dominated by base metal and precious metal assemblages, as part of the zoned mineral system.

Espigão Polymetallic Potential

Espigão is an advanced exploration project with an extensive modern database of geological and geophysical information. The Company believes that the extensive polymetallic soil anomalies, associated pathfinder minerals and co-incident geophysical conductivity anomalies reflect Cu-Au potential, and will be evaluated for Iron Oxide Copper Gold (“IOCG”) or intrusive related porphyry mineralization.

The diverse vein includes base-metal anomalous manganese oxide veins, iron-oxide breccias, gold-bearing quartz-pyrite veins, and tin-bearing greisen. The Cu-Pb-Zn base metal association in the manganese veins becomes progressively enriched in the northern sector of the project area (with peak assay values in drilling of 0.62% Cu, 6.56% Pb, 0.14% Zn).

On May 28, 2019, the Company released the results of the first integrated 3-D modelling undertaken on the airborne magnetic and conductivity data covering the Espigão Project. Multiple magnetic anomaly clusters have been identified. These anomalies underlie the surface expression of the base-metal anomalous manganese vein arrays. Many magnetic anomalies are coincident with the subsurface projection of conductors modelled from electromagnetic survey data. Results point to a much more intricate architecture to the intrusive system than first thought. These anomalies provide targets for future testing of discrete intrusive bodies interpreted to lie at depth and to drive the hydrothermal vein systems and metal assemblage.

The 2015 airborne HeliTEM survey covered an extensive part of the Espigão project and detected 60 plus conductive clusters. To date, only 9 of these clusters have had the data processed and the Maxwell plates modelled. In late 2018 the Company commissioned the processing of the related magnetic data that mapped significantly anomalous magnetic anomalies underlying the modelled Maxwell plates that are in turn coincident to the mapped, polymetallic soil anomalies. The Company has planned and budget a program whereby the residual conductive clusters are modelled, and supplemented by gravity surveys - the timeframe for this is dependant on the availability of funds.

The Company has continued to review and access the Espigão district’s polymetallic potential and believes that a strong exploration project is evolving with the information that is being produced.

Management's Discussion and Analysis

Manganese Exploration and Mining

The Company’s priorities are to focus on the Cu – Au potential of the portfolio, with a focus on resource development and exploration at Cabaçal and Espigão. The Company is currently exploring strategic alternatives for its manganese production facilities to unlock shareholder value. The Company’s processing infrastructure is currently being maintained on care and maintenance, with production suspended since the end of 2019 due to the reduction in the manganese price. This includes:

The Jaburi pilot plant, which operates via gravity separation (jigging) with minor primary and secondary crushing (no chemical beneficiation is required). The Jaburi Plant, following initial metallurgical studies conducted through American Metallurgical Lab LLC, SGS Canada, Ausenco, Allmineral and Gekko Systems, was in 2018 upgraded to a 50,000 tpa pilot plant with additional primary and secondary crushing circuits. The Jaburi Plant recovers three size fractions: 2.5 to 15mm, 15 to 25mm and 25 to 75mm.
The Rio Madeira plant – an older plant which has been operated as a centralised washing and screening plant for providing additional feed to the Jaburi plant. The plant can also produce concentrates for domestic and international sales (>25 mm lump product; and fine to medium jigged product - 5 to 15 mm, 15 to 25 mm).

The Company cautions that it has not completed any feasibility studies on any of its manganese properties. The previously published NI43-101 manganese oxide inferred resource was found to be non-compliant by the SRK NI43-101 property report of August 26, 2016, and no NI43-101 mineral resource estimate has been re-established. Any production decision is not based upon a feasibility study of mineral reserves, the economic and technical viability of the manganese operation has not been established.

Permitting, Corporate Social Responsibility and Environment

The Company’s Espigão Project currently covers an area of 97,436 Hectares, (but excluding Mirante da Serra and Ariquemes). Some non-core regional licences lacking known mineral occurrences in the Cacoal area were relinquished to focus efforts in areas considered the most prospective.

Permitting is required before proceeding to mine an area – the permits state the amount of manganese oxide that can be mined per each concession through GU’s (trial mining permits). Applications can be lodged to increase the tonnage of Mn oxide produced. Mining licences, once approved, will supersede the GU’s.

The Company is well regarded locally – it is an important employer and has a good reputation for its stewardship of its local operations. The many local initiatives to enhance the Company’s social license to operate have been incorporated within its management protocols and have further strengthened the Company’s local reputation. Rehabilitation programs are actively continuing through the care and maintenance period. Because of the environment and weather conditions, rehabilitation of mine sites is efficient solely during the dry season – approximately 8 months is required for complete re-vegetation of sites.

Mirante da Serra Project, Rondônia, Brazil

The Mirante Mn project is a resource development and exploration project that, via a series of sequential payments described below, each related to operational and administrative milestones, the Company can acquire a 100% ownership. Historical and Company mapping programs have identified an initial 4km semi-continuous trend of colluvial Mn occurrences with grades up to 50.9% Mn. The Mn is sedimentary in origin and has the potential to develop into a stand-alone mining project. A full 18-month resource delineation and exploration program is being considered, but will be subject to financing and approval of the final report by Brazilian National Mining Agency (Agência Nacional de Mineração - “ANM”) (formerly - National Department of Mineral Production).

Background

The Company entered into an option agreement to acquire a 100-per-cent interest in the Mirante da Serra manganese project, in Rondonia, Brazil from Mr. José Olímpio de Miranda (licence 886166/2009). Following a sequential process related to project and administrative milestone achievements, Meridian, at its election, will acquire the project for a cumulative consideration of 1,140,000 million Brazilian real (approximately $200,000). This acquisition follows an extensive due diligence program, including mapping, sampling and granulometry studies. The payment terms have been linked to project development milestones to decrease risk for the Company.

Management's Discussion and Analysis

The staged payments will be made as follows:

40,000 Brazilian reals upon signing (paid);
75,000 Brazilian reals upon approval of the final report by Brazilian National Mining Agency (Agência Nacional de Mineração - "ANM") (formerly - National Department of Mineral Production); title to transfer to Meridian;
125,000 Brazilian reals on the Meridian board of directors' approval of a positive PEA (Plano de Aproveitamento Econômico ("PAE") or Economic Mining Plan);
150,000 Brazilian reals following the ANM approval of PAE;
250,000 Brazilian real one-year anniversary of ANM approval of PAE;
500,000 Brazilian reals upon grant and publication of a valid mining licence (Lavra);

Mr. José Olímpio de Miranda will retain a 0.5-per-cent NSR, with a one million Brazilian real buyback clause.

During the fourth quarter of 2019, the Company’s representatives provided information to supplement to the final report based on its observations during due diligence. The Company is still awaiting the ANM’s assessment of the report - with the Covid-19 pandemic, the ANM has been severely affected in its ability to treat and approve requests such as the one made by the Company for Mirante. The approval of the Mirante Report by the ANM will enable the Company to conduct its exploration program on Mirante.

Geology and Mineralization Model

Geological maps show the Mirante da Serra manganese oxides to be hosted by sandstones of the Pimenta Bueno Formation, forming a northwest extension of the Parecis Basin. This basin has a history spanning Neo-Proterozoic to Palaeozoic times, with deposits of glacio-marine regressive and transgressive sandstones, carbonates, and shales. The chemistry of the manganese (higher phosphorous, low base metals) is consistent with a sedimentary origin. Colluvial concentrations are present, similar to those seen at Espigão do Oeste. Mixed cemented laterite-manganese oxide horizons are also present as a surficial capping and are believed to be derived from a primary basement source (the laterites would be difficult to upgrade, but the colluvium and underlying primary manganese mineralization would be targeted for evaluation and development). The laterite cap and soil cover frequently conceal the primary source rocks.

The manganese content progressively increases from upwards from approximately 20% Mn as it becomes more concentrated in the host sediments, with the semi-massive samples reaching grades of up to 50.9% Mn. Levels of iron, silica and aluminium decrease with increasing manganese grade. The higher-grade manganese oxides have lower base metal contents and elevated phosphorous contents than the Company's concentrates from the Espigão Project. The Company has reviewed the analytical data in relation to manganese markets and believes that the high-grade product would be sought after for fertilizer and welding applications and potentially battery metal applications.

Exploration

Historical exploration in the area and Meridian’s due diligence review has defined manganese mineralization over a central corridor of four kilometres in a northeast trend, with a maximum cross-strike footprint of one kilometre. The Company has identified additional occurrences in the southern sector of the licence area requiring further evaluation. The better concentrations of surficial manganese oxide appear to be distributed over an area of approximately 125 hectares in the northern area, but additional grade control pitting trenching and drilling is required to confirm and sequence a final extraction plan. The Company conducted several field visits to the Mirante da Serra project during the 4th Quarter of 2019. Large expansive occurrences of colluvial manganese are evident in clearings in the northern sector of the licence area, highlighting the near-surface exploration potential of the project. Additionally, historical exploration pits were exposed by the clearing of pasture and regrowth. Here, colluvial manganese oxide layers exceeded 1.75m in thickness.

The Company intends to conduct a program, testing the extent and grade of the colluvial mineralization, and more particularly the primary sediment-hosted manganese oxide layers where it believes the long-term upside is. The basement sedimentary manganese formation directly underlies the colluvial horizon and has not been previously drilled. If the horizon has a shallow dip, a significant footprint of mineralization is potentially available - systems can extend for kilometres without necessarily having an obvious surface expression.

Management's Discussion and Analysis

Permitting, Corporate Social Responsibility and Environment

The Company on closure of the agreement has engaged with ANM on the ongoing renewal of the Mirante da Serra license area. These discussions are aimed at the renewal process and long-term success of the developing an operational asset.

The Company will leverage its successful “Espigão” social license to operate the Mirante da Serra project and seek open and positive dialogue with the local stakeholders.

The global environment of the Mirante da Serra provides a wholly superior opportunity to develop a successful manganese operation. Access to the project requires only transiting 14km of unsealed gravel roads and is well serviced by local and regional town centres, along existing logistic corridors and power lines. The terrain is principally a single plateau with the land use primarily pasture with some minor cropping and reforested areas, with no preservation status. The project is external to regional Indian reservations and related buffer zones.

Ariquemes Tin Project, Rondônia, Brazil

As the public markets ability to finance brownfields exploration is limited at this time, the Company has chosen to focus its efforts and potential investor funds away from the Ariquemes project. The Ariquemes exploration project will be maintained while the Company searches for a JV partner to finance and manage the project. The Bom Futuro JV project has been under review since 2019.

The technical information about the Company's exploration activity and production has been prepared under the supervision of and verified by Dr. Adrian McArthur (B.Sc. Hons, PhD. FAusIMM), the Chief Geologist of Meridian, who is a "qualified person" within the meaning of National Instrument 43-101.

Quarterly Financial Summary:

	Qtr 1 Three Months Ended March 31, 2021 $	Qtr 4 Three Months Ended December 31, 2020 Restated (i) $	Qtr 3 Three Months Ended September 30, 2020 Restated (i) $	Qtr 2 Three Months Ended June 30, 2020 Restated (i) $
Revenues	-	-	-	107,140
Net Profit (Loss) for the period	(7,318,386)	1,926,391	(7,599,450)	(191,554)
Total Comprehensive Income (Loss)	(7,801,323)	2,360,403	(7,815,017)	(549,103)
Net Loss per share and fully diluted loss per share	(0.07)	0.02	(0.08)	(0.00)
	Qtr 1 Three Months Ended March 31, 2020 Restated (i) $	Qtr 4 Three Months Ended December 31, 2019 Restated (i) $	Qtr 3 Three Months Ended September 30, 2019 Restated (i) $	Qtr 2 Three Months Ended June 30, 2019 Restated (i) $
---	---	---	---	---
Revenues	146,481	2,481,729	1,755,322	1,103,534
Net Profit (Loss) for the period	(1,690,647)	(12,366,049)	(1,983,122)	(1,645,263)
Total Comprehensive Income (Loss)	(3,088,512)	(11,846,958)	(3,205,066)	(1,438,381)
Net Loss per share and fully diluted loss per share	(0.02)	(0.07)	(0.02)	(0.01)

(i) See section Restatement of withholding taxes obligations below

Management's Discussion and Analysis

Discussion of Quarterly Results and Result of Operation:

There were no sales of manganese oxide mineral product in the first quarter of 2021, compared to 1,030 tonnes ($146,481) during the first quarter of 2020. The decrease was due to the decision made in early December 2019 to put the manganese production in Espigão do Oeste in care and maintenance.

For the three months ended March 31, 2021:

Exploration and evaluation expenses increased by $202,340 (104%) to $396,594 (2020 – $194,164). Variance mainly related to commencement of exploration program at Cabaçal project.
General and administration expenses increased by $38,910 (10%) to $421,233 (2020 – $382,323). Variance mainly related to increase in investors relations and marketing expenses, changes in the remuneration of the management team, including addition of two board members, offset by reduction in other general office expenditures and payroll costs.
Professional fees decreased by $181,117 (73%) to $65,545 (2020 - $246,662). Variance mainly related to the legal fees in connection to the debt restructure transaction that had initiated in the first quarter of 2020.
Share based compensation of $600,824 (2020 - $nil). The Company granted 3,335,000 stock options at an exercise price of CAD$0.45 per common share to directors, officers, employees, consultants and advisors.
Care and maintenance costs decreased by $95,976 (75%) to $31,702 (2020 - $127,678. During the year ended December 31, 2020, the Company introduce a series of initiatives to minimize the expenses related to the care and maintenance of its plants and facilities resulting the decrease in the quarter first quarter of 2021 when compared to the first quarter of 2020.
Mark-to-market revaluation of warrants loss of $5,785,708 (2020 - $nil) was due to the mark-to-market measurement of the warrant derivative liability related to warrants issued in connection with the private placements closed during the year ended December 31, 2020.
Finance expenses decreased by $643,000 (99%) to $4,728 (2020 – $647,728) due to the debt settlement of the loan facilities occurred during the year ended December 31, 2020.
Foreign exchange loss decreased by $3,345 (98%) to $3,345 (2020 – $172,212). The foreign exchange gain decreased due to fluctuation of exchange rates during the quarter.

The results for the period ended March 31, 2021 included other comprehensive loss of $482,937 (2020 – $1,397,865) comprised of foreign currency translation, which related primarily to the translation of the Company's Brazilian operation.

Liquidity and Capital Management

As at March 31, 2021, the Company reported a working capital of $3,172,478 (December 31, 2020 – $3,361,274) which included cash of $4,254,045 (December 31, 2020 – $4,516,136). Included in current liabilities at March 31, 2021 are accounts payable and accrued liabilities of $930,191 (December 31, 2020 – $926,030) and provisions of $358,508 (December 31, 2020 – $422,950).

The capital structure of the Company consists of equity attributable to common shareholders, comprising of share capital, share premium, reserves and deficits and the convertible note. The Company's objectives when managing capital are to: (i) preserve capital, (ii) obtain the best available net return, and (iii) maintain liquidity.

The Company has historically relied upon capital contributions and debt facilities provided by its shareholders, to maintain an adequate level of cash to satisfy its capital and operating requirements. As of December 31, 2020, the Company does not have any other sources of funding. The Company will continue to assess new sources of financing available and to manage its expenditures to reflect current financial resources in the interest of sustaining long term viability.

To continue as a going concern, the Company will need to secure new funding. The ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions and exploration successes. There can be no assurance that these initiatives will be successful, or sufficient financing, including financing from its majority shareholder, will be available. These material uncertainties cast significant doubt as to the ability of the Company to meet its business plan and obligations as they come due and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

The Company cannot estimate the extent of COVID-19 pandemic outbreak, and its potential impact on the ability to obtain financing and maintain necessary liquidity.

Management's Discussion and Analysis

Related Party Transactions

a) Key management compensation

	March 31, 2021	March 31, 2020
Salaries, consulting and directors’ fees	$ 201,246	$ 179,217
Stock options	405,353	-
	$ 606,599	$ 179,217

b) Other related party transactions

As at March 31, 2021 the Company had the following balances due to/from entities related by way of common directors and/or management. These amounts, unless otherwise noted, were unsecured and non-interest bearing.

	March 31, 2021	December 31, 2020
Accounts payable and accrued liabilities	$ 99,221	$ 94,292

During the years ended December 31, 2020, the Company had debt transactions with SGRFIV and TSG that are disclosed in the Note 10 in the condensed consolidated interim financial statements for the period ended March 31, 2021.

Share Capital

Outstanding Share Data

The Company is authorized to issues an unlimited number of common shares with a par value of €0.01.

As at the date of this report the Company has 121,477,945 (December 31, 2020 – 103,788,425) issued and fully paid shares outstanding.

Stock Options and Warrants

The Company has a stock option plan under which it is authorized to grant options to directors, employees and consultants to acquire up to 10% of the issued and outstanding common share. The exercise price of each option is based on the market price of the Company's share for a period preceding the date of grant. The options can be granted for a maximum term of 10 years and vest as determined by the board of directors.

Management's Discussion and Analysis

The following incentive stock options, share purchase warrants and agent's compensation options were outstanding at the date of this report:

	Number of options and warrants outstanding		Exercise Price (CAD)	Expiry Date
Stock options	397,732		$ 0.44	May 17, 2022
	6,328,918		0.07	October 22, 2024
	348,016		0.10	June 2, 2025
	3,335,000		0.45	February 26, 2026
	10,409,666
Warrants	31,032,767		0.11	July 15, 2022
	10,485,759		0.30	December 21, 2022
Agent’s compensation options	306,793	(1)	0.075	July 15,2022
	220,463	(2)	0.20	December 21, 2022
Agent’s compensation options warrants	1,619,493	(3)	0.11	July 15,2022
	3,650	(3)	0.30	December 21, 2022

(1) Each agent’s compensation units are exercisable into one unit at a price of CAD $0.075. Each unit comprises one common share and one share purchase warrant. Each share purchase warrant is exercisable into an additional common share at a price of CAD $0.11.
(2) Each agent’s compensation units are exercisable into one unit at a price of CAD $0.20. Each unit comprises one common share and one-half share purchase warrant. Each share purchase warrant is exercisable into an additional common share at a price of CAD $0.30.
(3) These are underlaying warrants issued upon exercise of the Agent’s compensation options

Restatement of Withholding Tax Obligations

During the year ended December 31, 2020, while determining the impact of settlements of the debt (Note 10) the Company concluded that a historical gross up of withholding taxes applicable under the debt agreements were previously not accrued. The Company has restated the comparative figures to correct the impact of applicable gross up of withholding taxes required to be accrued in prior years on the following loan facilities:

Gross up withholding taxes to be accrued	Period ended March 31, 2020
SGRFIV loan facilities	$ 124,809
TSG loan facility	6,319
Total	$ 131,128

Management's Discussion and Analysis

The Company has summarized the impact of this restatement in the summarized tables below.

Consolidated Statements of Loss and Other Comprehensive Loss	Period ended March 31, 2020
Finance expense, as previously reported	$ 516,600
Adjustment	131,128
Finance expense, as restated	647,728
Total finance expense, as previously reported	688,781
Adjustment	131,128
Total finance expense, as restated	819,909
Other comprehensive loss, net of taxes, as previously reported	2,957,512
Adjustment	131,128
Other comprehensive loss, net of taxes, as restated	3,088,512
Basic and diluted loss per common share, as previously reported	(0.02)
Adjustment	-
Basic and diluted loss per common share, as restated	$ (0.02)
Consolidated Statements of Cash Flows	Period ended March 31, 2020
---	---
Loss for the year, as previously reported	1,559,519
Adjustment	131,128
Loss for the year, as restated	1,690,647
Taxes and fees payables, as previously reported	-
Adjustment	131,128
Taxes and fees payables, as restated	131,128
Net cash used in operating activities, as previously reported	465,303
Adjustment	-
Net cash used in operating activities, as restated	465,303

Critical Accounting Judgments and Estimates

The preparation of these consolidated financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Certain estimates and judgments, such as those related to the recoverability of property, plant and equipment, exploration and evaluation assets, deferred tax assets and liabilities, depreciation and remaining useful life of, and disclosure of contingencies depend on subjective or complex judgments about matters that may be uncertain. Changes in those estimates and judgments could materially impact these consolidated financial statements.

Material sources of estimation uncertainty include:

Management's Discussion and Analysis

Estimated Mineral Production

The Company’s mine assets are depleted and amortized on a units of production basis, using the expected amount of future production. The Company does not have a National Instrument 43-101 compliant resource estimate for its manganese deposits and accordingly uses expected forecasts based on available geological and technical data as a basis for the expected amount of production. Changes to these estimates, which can be significant, could be caused by a variety of factors, including future production differing from current forecasts, development of mineral resources or factors, erroneous estimations or factors that impact the expected life of the mining operation.

Income taxes

In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. At the end of each reporting period, the Company reassesses unrecognized income tax assets.

The Company’s operations involve dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with tax authorities in various jurisdictions and resolution of disputes arising from tax audits. The Company recognizes potential liabilities and records tax liabilities for anticipated tax audit issues based on its estimate of whether, and the extent to which, additional taxes will be due. The Company adjusts these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the tax liabilities. If the Company’s estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If the estimate of tax liabilities proves to be greater than the ultimate assessment, a tax benefit would result.

Impairment of property, plant and equipment

The Company considers both external and internal sources of information in assessing whether there are any indications that its cash generating unit (“CGU”) including property, plant and equipment is impaired. External sources of information the Company considers include changes in the market, and the economic and legal environment in which the Company operates and affect the recoverable amount of mining interests. Internal sources of information the Company considers include the manner in which mining properties, plant, and equipment are being used or are expected to be used and indications of economic performance of the assets.

In determining the recoverable amounts of the Company’s property, plant and equipment, the Company makes estimates of the discounted future after-tax cash flows expected to be derived from the Company’s mining properties, costs to sell the assets and the appropriate discount rate. The projected cash flows are significantly affected by changes in assumptions related to future metal prices, changes in the amount of future production, and exploration potential, production cost estimates, future capital expenditures, discount rates and exchange rates.

Access to estimated future production and exploration potential of the Company’s property, plant and equipment is a key assumption in determining their recoverable amounts. The ability to maintain existing or obtain necessary mining concessions, surface rights title, and water concessions is integral to the access of the production areas and exploration potential.

If the Company determines there has been an impairment because its prior estimates of discounted future cash flows have proven to be inaccurate, due to reductions in manganese prices or demand, increases in the costs of production, reductions in the amounts of production, or other factors, the Company would be required to write-down the recorded value of its property, plant and equipment or goodwill in profit and loss.

Management's Discussion and Analysis

Share based compensation and mark-to-market revaluation of warrants and embedded derivatives

The Company utilizes the Black-Scholes Option Pricing Model (“Black-Scholes”) to estimate the fair value of stock options granted to directors, officers, employees, and consultants and for the mark-to-market revaluation of share purchase warrants. The use of Black-Scholes requires management to make various estimates and assumptions that impact the value assigned to the stock options including the forecast future volatility of the stock price, the risk-free interest rate, dividend yield and the expected life of the stock options.

The Company’s financial liability measured at fair value through profit and loss (“FVTPL”) requires estimates of valuation inputs including extended hold period discounts, risk-free interest rates and the probability of and the timing of future financing transactions.

Any changes in these assumptions could have a material impact on the share-based compensation calculation value and mark-to-market valuation changes of derivatives and financial liabilities measured at FVTPL. The most significant estimates relate to volatility, hold period discounts and the assessment of the probability of future financing targets being met. Expected future volatility can be difficult to estimate as the Company has had limited history and historical volatility is not necessarily indicative of future volatility.

Critical management judgments:

Mineral Production, depreciation and depletion

The Company’s mine assets are depleted and amortized on a units of production basis, using the expected amount of future production. Changes to these estimates, which can be significant, could be caused by a variety of factors, including future production differing from current forecasts, expansion of mineral resources through exploration activities, difference between estimated and actual cost of mining and other factors impacting production or the expected life of mine assets. The Company does not have a National Instrument 43-101 compliant resource estimate and accordingly uses expected forecasts based on available geological and technical data as a basis for the expected amount of production.

Recoverability of exploration and evaluation assets

The Company capitalizes the acquisition costs related to its exploration and evaluation assets. This policy requires management to make certain judgments about future events and circumstances. Any such estimates and assumptions may change as new information becomes available. If, after having capitalized the costs, a judgment is made that recovery of the costs is unlikely, the relevant capitalized amount will be written off to profit and loss.

The recoverability of amounts shown for exploration and evaluation assets is dependent on the existence of economically recoverable reserves, the ability to obtain financing to complete the development of such reserves and meet obligations under various agreements, and the success of future operations or dispositions. If a project does not prove viable, all unrecoverable costs associated with the project net of any related existing impairment provisions are written down to its recoverable amount.

Contractual Obligations

Except as described above, herein or in the Company’s financial statements, the Company had no other material contractual obligations.

Off-Balance Sheet Arrangements

At March 31, 2021, the Company had no material off-balance sheet arrangements.

Proposed Transactions

Except as elsewhere disclosed in this document (refer to subsequent event section for a description of the definitive debt and conversions arrangements and non-brokered private placement financing), there are no other proposed transactions under consideration.

Management's Discussion and Analysis

Contingencies

Buffer Zone

The Company has been advised that due to certain Jaburi tenements being in close proximity to indigenous title land, Jaburi could be affected by a civil public action (“Ação Civil Pública”) between two Brazilian government departments, namely the Brazilian Federal Prosecutor’s Office (“FPO”) and ANM..

Jaburi currently owns several tenements, which border the Povo Cinta Larga indigenous land. Due to illegal diamond mining activities by third parties within the Povo Cinta Larga indigenous land and surrounding areas (the so-called Roosevelt Reserve comprised of 2.7 million hectares, located in the south side of the State of Rondônia), in 2005 the FPO filed a civil public action against ANM. The FPO is requesting the ANM to withdraw all existent research applications and mining authorizations within the indigenous land of Povo Cinta Larga and surrounding area (10km) adjacent to the indigenous land (“Buffer Zone”).

In 2008, the lower federal court Judge prevented mining companies from doing business in indigenous areas, except for the 10km Buffer Zone. This decision is favorable to Jaburi’s interests. The Buffer Zone concept is a result of Environmental Law discussions in Brazil. On 2013, the Federal Court of Appeals for the First Circuit (“TRF-1”) reviewed and amended the lower federal court decision to include the Buffer Zone within the indigenous areas. ANM filed appeals to overrule the TRF-1 decision, however, none of these appeals have yet been reviewed by the Superior Court of Justice (“Superior Tribunal de Justiça” or “STJ”) and the Federal Supreme Court (“Supremo Tribunal Federal” or “STF”).

If there is an eventual imposition of a Buffer Zone, this would have a material impact on Jaburi’s tenements as some of Jaburi’s tenements straddle or are wholly within Buffer Zone.

Jaburi has retained local Brazilian counsel to represent them in this issue who are following up closely the civil public action. At this point in time, management has determined it is more likely than not that there will be no amount owing, and therefore no liability has been accrued.

Risk Factors

Companies in the exploration, development and mining stage face a variety of risks and, while unable to eliminate all of them, the Company aims at managing and reducing such risks as much as possible. The Company faces a variety of risk factors such as project feasibility and practically, risks related to determining the validity of mineral property title claims, commodities prices, changes in laws and environmental laws and regulations. Management monitors its activities and those factors that could impact them in order to manage risk and make timely decisions.

Risks and uncertainties the Company considers material in assessing its consolidated financial statements are described below.

Meridian will require additional funding

At March 31, 2021 the Company had positive working capital of $3,172,478, which included cash of $4,254,045, receivables, prepaid expenses and other assets of $197,134, inventory of $9,998, and accounts payable and provisions of $1,288,699.

The Company has historically relied upon both equity and shareholder contributions, loan facilities and private placements to satisfy its capital requirements and will likely continue to depend upon these sources to finance its activities. The Company’s exploration portfolio will require additional capital to carry out planned exploration programs. There can be no assurances that the Company will be successful in raising the desired level of financing.

Meridian is subject to government regulation

The Company’s mineral activities, including exploration, development and mining activities are subject to various laws governing exploration, development, production, taxes, labour standards and occupational health, mine safety, environmental protection, toxic substances, land use, water use and other matters. Failure to comply with applicable laws and regulations may result in civil, administrative, environmental or criminal fines, penalties or enforcement actions, including orders issued by regulatory authorities curtailing the Company’s operations or requiring corrective measures, any of which could result in the Company incurring substantial expenditures. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration, development or mining operations.

Management's Discussion and Analysis

Exploration, development and mining activities can be hazardous and involve a high degree of risk

The Company’s operations are subject to all the hazards and risks normally encountered in the exploration, development and mining industry, including, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, pit-wall failures, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and legal liability. Milling operations, if any, are subject to various hazards, including, without limitation, equipment failure and failure of retaining dams around tailings disposal areas, which may result in environmental pollution and legal liability.

Meridian may be adversely affected by fluctuations in manganese and other metal prices

The value and price of the Company’s common shares, the Company’s financial results, and exploration, development and mining activities of the Company, if any, may be significantly adversely affected by declines in mineral prices. Mineral prices fluctuate widely and are affected by numerous factors beyond the Company’s control such as interest rates, exchange rates, inflation or deflation, global and regional supply and demand, and the political and economic conditions of mineral producing countries throughout the world.

Infrastructure

Exploration, development and ultimately mining and processing activities depend, to one degree or another, on the availability of adequate infrastructure. Reliable air service, roads, bridges, railways, power sources and water supply are significant contributors in the determination of capital and operating costs. Inadequate infrastructure could significantly delay or prevent the Company exploring and developing its projects and could result in higher costs.

Meridian does not and likely will not insure against all risks

The Company’s insurance will not cover all the potential risks associated with a mining company’s operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental damages, pollution or other hazards as a result of the exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to environmental liability or other hazards which may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause Meridian to incur significant costs that could have a material adverse effect upon its financial condition and results of operations.

Meridian is dependent on key personnel

The Company’s success depends in part on its ability to recruit and retain qualified personnel. Due to its relatively small size, the loss of the services of one or more of such key management personnel could have a material adverse effect on the Company. In addition, despite its efforts to recruit and retain qualified personnel, even when those efforts are successful, people are fallible and human error could result in a significant uninsured loss to the Company.

Meridian’s officers and directors may have potential conflicts of interest

Meridian’s directors and officers may serve as directors and/or officers of other public and private companies and devote a portion of their time to manage other business interests. This may result in certain conflicts of interest. To the extent that such other companies may participate in ventures in which the Company is also participating, such directors and officers may have a conflict of interest in negotiating and reaching an agreement with respect to the extent of each company’s participation. However, applicable law requires the directors and officers to act honestly, in good faith, and in the best interests of the Company and its shareholders and in the case of directors, to refrain from participating in the relevant decision in certain circumstances.

Risks associated with the Agreements with the Cooperatives

The Company's interests in its principal properties in Brazil will be subject to the risks normally associated with the conduct of jointly owned operations. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on the Company's financial position or the viability of its interests in the Bom Futuro Joint Venture, which could have a material adverse impact on the Company's business prospects, results of operations and financial condition:

Management's Discussion and Analysis

(i) disagreements with the Cooperatives or other partners on how to conduct exploration, development or mining activities; (ii) inability of the Company or its partner to meet their obligations to the joint venture or third parties; and (iii) disputes or litigation regarding budgets, development activities, reporting requirements and other matters.

Operations in Brazil and Regulatory Requirements

The Company's principal properties are located in Brazil and mineral exploration and mining activities may be affected in varying degrees by changes in political, social and financial stability, inflation and changes in government regulations relating to the mining industry. Any changes in regulations or shifts in political, social or financial conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, environmental legislation, and mine safety. Brazil's status as a developing country may make it more difficult for the Company to obtain any financing required for the exploration and development of its properties due to real or perceived increased investment risk. Since January 1996, there are no restrictions on the repatriation from Brazil on the earnings of foreign entities, provided that the foreign investments are duly registered before the Central Bank of Brazil. Capital investments registered with the Central Bank in Brazil may similarly be repatriated. The only restrictions to repatriation on the earnings/dividends of foreign entities deriving from Brazilian invested companies are in the cases of subscribed capital not fully paid in by the foreign investor, or in case the Brazilian invested company has accumulated losses registered in its balance sheet. In any case, there can be no assurance that restrictions on repatriation of earnings and capital investments from Brazil will not be imposed in the future.

Permits, licenses and approvals

In countries where Meridian carries out exploration activities, the mineral rights or certain portions of them are owned by the relevant governments. These governments have entered into contracts with Meridian or granted permits or concessions that allow it to carry out operations or development and exploration activities there, but government policy could change. Any change that affects Meridian's rights to conduct these activities could have a material and adverse effect on the Company.

In addition, mineral exploration and mining activities can only be conducted by entities that have obtained or renewed exploration or mining permits and licenses in accordance with the relevant mining laws and regulations. The duration and success of each permitting effort are contingent upon many factors we do not control. In the case of foreign operations, government approvals, licenses and permits are, as a practical matter, subject to the discretion of the applicable governments or governmental officials. There may be delays in the review process. There is no guarantee that we will be granted the necessary permits and licenses, that they will be renewed, or that we will be in a position to comply with all conditions that are imposed.

All mining projects require a wide range of permits, licenses and government approvals and consents. It is not certain that Meridian will be granted these at all, or in a timely manner. If it does not receive them for its mineral projects or are unable to maintain them, it could have a material and adverse effect on the Company.

Risks Inherent in Acquisitions

The Company may actively pursue the acquisition of exploration, development and production assets consistent with its acquisition and growth strategy. From time to time, the Company may also acquire securities of or other interests in companies with respect to which it may enter into acquisitions or other transactions. Acquisition transactions involve inherent risks, including but not limited to: accurately assessing the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates; ability to achieve identified and anticipated operating and financial synergies; unanticipated costs; diversion of management attention from existing business; potential loss of the Company's key employees or key employees of any business acquired; unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition; and decline in the value of acquired properties, companies or securities. Additionally, the legal form of these acquisitions may result in the Company becoming liable for the historical operations of the acquisition.

Management's Discussion and Analysis

To acquire properties and companies, the Company may be required to use available cash, incur debt, issue additional Common Shares or other securities, or a combination of any one or more of these. This could affect the Company's future flexibility and ability to raise capital, to explore, develop and operate its properties and could dilute existing shareholders and decrease the trading price of the Common Shares. There is no assurance that when evaluating a possible acquisition, the Company will correctly identify and manage the risks and costs inherent in the business to be acquired. There may be no right for the Company shareholders to evaluate the merits or risks of any future acquisition undertaken by the Company, except as required by applicable laws and regulations.

Coronavirus (COVID-19) pandemic

The current outbreak of novel Coronavirus (COVID-19) and any future emergence and spread of similar pathogens may have the potential to cause severe impact on global economy and market dislocation, which may adversely impact the Company's operations, its suppliers, contractors and service providers' operations, the ability to obtain financing and maintain necessary liquidity, and the ability to explore the Company's properties. The outbreak and all the measures being taken in response to COVID-19 have generated an unprecedented level of uncertainty globally causing significant volatility in commodity prices. Governments worldwide, including the Canadian, Brazilian and UK governments, enacted extraordinary acts and measures to limit spread of the virus which included restrictions such as quarantines, business closures and travel restrictions. While these effects are expected to be temporary, the situation is dynamic, and all business disruptions and related financial impacts cannot be reasonably estimated at this time.

The Company cannot estimate what will be the extent of this outbreak and the potential financial and material impact on the Company since travel restrictions and other government measures may also adversely impact the Company's exploration, the ability of the Company to advance its projects and to obtain financing and maintain necessary liquidity.

Other Requirements

Additional information relating to the Company is available on SEDAR at www.sedar.com and on the Company's website www.meridianmining.co.

Note Regarding Forward-Looking Statements

Except for historical information, this MD&A contains forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievement expressed or implied by these forward-looking statements.

The factors that could cause actual results to differ materially include, but are not limited to, the following: Meridian has no assurance that all necessary permits will be issued nor if issued, that they will be issued in a timely manner, Meridian has no assurance that the ownership of licenses will not be subject to prior claims, agreements or transfers and that the rights of ownership will not be challenged or affected by undetected defects, general economic conditions; changes in financial markets; the impact of exchange rates; political conditions and developments in countries in which the Company operates; changes in the supply, demand and pricing of the metal commodities which the Company hopes to find and successfully mine; changes in regulatory requirements impacting the Company's operations; the sufficiency of current working capital and the estimated cost and availability of funding for the continued exploration and development of the Company's exploration properties.

This list is not exhaustive and these and other factors should be considered carefully, and readers should not place undue reliance on the Company's forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements and neither the Company nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements.

This MD&A contains certain forward-looking statements inclusive of, but not limited to, the agreements with the Cooperatives, the production arrangements and the timing of the mine development. Although forward-looking statements and information contained in this MD&A are based on the beliefs of Meridian management, which we consider to be reasonable, as well as assumptions made by and information currently available to Meridian management, there is no assurance that the forward-looking statement or information will prove to be accurate. The assumptions made include assumptions about Meridian's ability to move forward with the arrangements. The forward-looking statements and information contained in this MD&A are subject to current risks, uncertainties and assumptions related to certain factors including, without limitations, obtaining all necessary approvals, feasibility of mine and plant development, exploration and development risks, expenditure and financing

Management's Discussion and Analysis

requirements, title matters, operating hazards, metal prices, political and economic factors, competitive factors, general economic conditions, relationships with vendors and strategic partners, governmental regulation and supervision, seasonality, technological change, industry practices, and one-time events as well as risks, uncertainties and other factors discussed in our quarterly and annual management's discussion and analysis. Should any one or more of these risks or uncertainties materialize or change, or should any underlying assumptions prove incorrect, actual results and forward-looking statements and information may vary materially from those described herein. Accordingly, readers should not place undue reliance on forward-looking statements and information contained in this MD&A. We undertake no obligation to update forward-looking statements or information except as required by law.

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Meridian Mining — Management Reports 2021

47387_rns_2021-05-26_a5718e18-cf1c-492c-bde9-4b35ca38092c.pdf

MERIDIAN

FORM 51-102F1

Introduction

Business Overview

Strategy

Corporate Outlook

Performance Summary for the period ended March 31, 2021

Corporate Highlights

Exploration Highlights

Environmental Highlights

Subsequent to March 31, 2021:

Exploration Highlights

Highlights of Cabaçal BHEM surveys:

Highlights of Cabaçal’s Regional VTEM re-interpretation

Drilling highlights today’s drill results

Notes

Corporate Highlights

Cabaçal Project, Mato Grosso, Brazil

Background

Geology and Mineralization Model

Exploration

Permitting, Corporate Social Responsibility and Environment

Espigão Project, Rondônia, Brazil

Background

Espigão Polymetallic Potential

Manganese Exploration and Mining

Permitting, Corporate Social Responsibility and Environment

Mirante da Serra Project, Rondônia, Brazil

Background

Geology and Mineralization Model

Exploration

Ariquemes Tin Project, Rondônia, Brazil

Discussion of Quarterly Results and Result of Operation:

Liquidity and Capital Management

Related Party Transactions

Share Capital

Outstanding Share Data

Stock Options and Warrants

Restatement of Withholding Tax Obligations

Critical Accounting Judgments and Estimates

Estimated Mineral Production

Income taxes

Impairment of property, plant and equipment

Share based compensation and mark-to-market revaluation of warrants and embedded derivatives

Critical management judgments:

Mineral Production, depreciation and depletion

Recoverability of exploration and evaluation assets

Contractual Obligations

Off-Balance Sheet Arrangements

Proposed Transactions

Contingencies

Buffer Zone

Risk Factors

Meridian will require additional funding

Meridian is subject to government regulation

Operations in Brazil and Regulatory Requirements

Permits, licenses and approvals

Risks Inherent in Acquisitions

Coronavirus (COVID-19) pandemic

Other Requirements

Note Regarding Forward-Looking Statements

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Meridian Mining Management Reports 2021