Meridian Mining — Management Reports 2022

May 27, 2022

Management's Discussion and Analysis

MERIDIAN

MINING

FORM 51-102F1

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2022

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 three-month period ended March 31, 2022. This MD&A takes into account information available up to and including May 26, 2022 and should be read together with the Annual Information Form and audited consolidated financial statements and notes for the year ended December 31, 2021, 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 (“US”) dollars and all units of measurement are expressed using the metric system, unless otherwise stated. References to “$”, “US$” or “dollars” are to US dollars, references to “C$” are to Canadian dollars, and references to “R$” are to Brazilian Reals.

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

This MD&A contains forward-looking information, such as statements regarding the Company’s future plans and objectives that are subject to various risks and uncertainties, including those set forth in this document under the headings “Note Regarding Forward-Looking Statements” and “Risk Factors”. The Company cannot assure investors that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. The results for the periods presented are not necessarily indicative of the results that may be expected for any future periods. Investors are cautioned not to place undue reliance on this forward-looking information.

Business Overview

Meridian is a mining exploration and resource development company with projects in Brazil. The Company signed a purchase agreement on November 6, 2020 to acquire a 100% beneficial interest in the Cabaçal copper (“Cu”) - gold (“Au”) project (“Cabaçal”), in the state of Mato Grosso, Brazil. The Company has separately secured additional licences across the Project’s Volcanogenic Massive Sulfide (“VMS”) belt, and in the parallel Jaurú and Araputanga greenstone belts to the west of Cabaçal. The Company also has three projects in the State of Rondônia: Espigão Cu-Au polymetallic (“Espigão”) and Mirante da Serra (“Mirante”) – manganese (“Mn”), and the Ariquemes tin (“Sn”) joint venture; together (“the Portfolio”).

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.

The Company’s long-term focus is on the exploration and resource development of Cabaçal while continuing to advance the other Cu-Au projects. The Company will seek either a JV partner or a buyer for the Company’s other projects.

Corporate Outlook

Our priorities are to focus on the Cu–Au potential of the Portfolio, with a focus on exploration and resource development at Cabaçal and Espigão.

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Management's Discussion and Analysis

The Company plans to continue the drilling program to validate historical data; to expand the size and extent of brownfield mineralization at Cabaçal and to assess peripheral targets to the Cabaçal deposit through exploration drilling with the objective to gather data for the preparation of a National Instruments 43-101 compliant Mineral Resource estimate.

The Company also plans to undertake preliminary metallurgical testwork to confirm Cabaçal’s historical production performance, as well as the continuation of the environmental studies to position for future development; being long-lead time strategic requirements.

Regional exploration in the Cabaçal Project is planned to cover over 50km of strike of the prospective belt that is held by the Company under licence. The aim is to identify additional VMS systems for drilling follow up.

The Company has also initiated geophysical programs at its Espigão polymetallic project to develop Iron Oxide Copper Gold (“IOCG”) targets at depth beneath extensive surface geochemical anomalies.

The Company will continue to develop its Executive Management and Brazilian teams to meet business needs for the continual growth of the principal asset of Cabaçal.

Performance Summary for the period ended March 31, 2022

Corporate Highlights

• On January 13, 2022, the Company signed a Joint Venture Agreement (“JV Agreement”) with Orosur Mining Inc. (“Orosur”). The JV Agreement provides a mechanism for a staged earn-in by Orosur into the Ariquemes project mineral concessions currently held via Jaburi;

The terms of the JV Agreement are:

• Orosur or any of its subsidiaries shall have the exclusive right to acquire a 51% interest in the Ariquemes Project by expending $1,000,000 on exploration within an initial 24-month period. Orosur may terminate the Agreement at any time with 60 days’ notice during this Period by providing written notice to Meridian;
• Orosur or any of its subsidiaries will be the operator of the joint venture;
• Following the exercise of the first option, Orosur shall have the right to acquire an additional 24% interest in the Ariquemes Project (for an aggregate interest of 75%) by incurring an additional $2,000,000 in exploration expenditures; and

• After the second option period, funding of the JV Agreement would be on a pro rata basis. In the event that either party's interest is diluted to 10% or less, its interest shall be converted to a royalty of 1% of net smelter returns on all minerals thereafter produced. The royalty, which shall be subject to a purchase option of $1,000,000 for the other party, includes customary terms for royalties of this type.

• On January 28, 2022, the Company secured an amendment to the Cabaçal Purchase Agreement, whereby the 3rd Purchase Price installment of $1,750,000 has been rescheduled for August 1, 2023 unless accelerated upon completion of an equity financing for gross amount of at least $2,500,000.

• On February 6, 2022, the Company granted 100,000 stock options to a consultant that vested immediately with an exercise price of C$1.10 per common share for a term of five years, until February 6, 2027.

• On February 24, 2022, the Company granted 75,000 stock options to the Company's Corporate Secretary that vested immediately with an exercise price of C$1.10 per common share for a term of five years, until February 24, 2027.

• On March 29, 2022, the Company issued 5,869,670 common shares at a conversion rate of C$2.50, settling the Consolidated Facility Agreement balance of C$14,674,177 with Sentient Global Resources Fund IV L.P. (“SGRFIV”), as per the terms of the agreement signed in 2020.

Exploration Highlights

The Company has undertaken the following general exploration activities during the three months ended March 31, 2022 with the focus being on Cabaçal:

• 26 diamond drill holes completed for 3,133m (2,816 samples);
• Surface geochemical surveys (47 rock chip samples);
• Surface and down-hole geophysics;

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Management's Discussion and Analysis

2 down-hole electromagnetic ("BHEM") surveys;
32.5-line kilometers of Induced Polarization Surveys ("IP"); and

Two trenches for $226\mathrm{m}$

Reviews of the Santa Helena mine area data highlighted near-surface gold potential to the east of the Santa Helena's pre-mining VMS resource. Historical drill results here have returned $18.9\mathrm{m}$ @1.3g/t Au from 6.3m and are coincident with historical surface trench results of $18.0\mathrm{m}$ @ 1.1 g/t Au. The Company is continuing its evaluation to assess the open pit potential of this advanced target that could be incorporated into a larger Cabaçal development scenario.

Assay results received from reconnaissance geochemical programs in the C4A-C2A target corridor to the south of the Cabaçal Mine returned strong gold responses, with a peak soil sample result of $8.4\mathrm{g / t}$ Au located $1.8\mathrm{km}$ southeast of the Cabaçal Mine. Geophysical programs were run in parallel on this corridor with a focus on IP methods to map chargeability and resistivity responses.

A selection of intersections from the various mineralized zones in the Company's continued Cabaçal diamond drilling program is listed below. Drilling includes holes completed for both resource definition and for metallurgical testwork.

Hole ID	Drill Data	Intercept	Grade						From
				CuEq	Cu	Au	Ag	Zn		Pb
	Dip	Azimuth	EOH	Zone1	(m)	(%)	(%)	(g/t)	(g/t)	(%)	(m)
CD-085	-65	45	137.2	CCZ
				86.2	0.5	0.4	0.1	0.9	0.0	0.0	21.0
Including				0.6	1.4	1.0	0.6	2.3	0.1	0.0	54.0
-and				0.5	1.4	1.0	0.5	2.5	0.2	0.0	57.0
-and				0.4	2.5	2.2	0.6	1.7	0.0	0.0	87.5
-and				12.8	1.2	0.8	0.5	3.2	0.1	0.0	94.4
				2.5	0.9	0.5	0.6	1.9	0.1	0.0	114.5
CD-087	-90	0	81.0	ECZ
				31.4	0.8	0.7	0.2	2.0	0.1	0.0	31.0
Including				13.3	1.6	1.3	0.4	4.0	0.2	0.0	49.1
CD-088	-90	0	100.4	CCZ
				66.1	1.0	0.6	0.6	1.2	0.0	0.0	14.1
Including				34.1	1.6	0.9	1.0	1.9	0.1	0.0	45.1
Including				9.9	2.0	1.2	1.2	2.5	0.1	0.0	59.0
Including				1.7	3.9	1.8	3.5	3.3	0.0	0.0	64.2
-and				4.8	4.5	2.6	3.1	5.3	0.0	0.0	73.7
CD-091	-90	0	151.6	CCZ
				0.5	6.9	6.3	0.4	14.7	0.1	0.0	29.2
				15.4	0.4	0.3	0.1	1.0	0.1	0.0	41.0
				7.3	0.2	0.2	0.1	0.2	0.0	0.0	66.0
				39.2	0.7	0.5	0.2	3.2	0.2	0.0	77.8
Including				11.5	1.3	1.0	0.4	3.9	0.1	0.0	80.6
-and				6.1	1.1	0.6	0.2	8.8	0.8	0.0	111.0
				6.7	0.6	0.4	0.2	1.2	0.1	0.0	134.1
CD-094	-67	45	100.3	CCZ
				64.3	1.9	0.7	1.9	2.6	0.0	0.0	22.0
Including				19.9	5.5	1.8	6.0	7.7	0.1	0.0	66.5
Including				0.8	87.0	10.0	127.0	77.7	0.3	0.0	81.9
CD-097	-60	45	104.89	ECZ
				5.5	0.3	0.2	0.0	1.3	0.0	0.0	8.6
				15.2	0.2	0.1	0.1	0.2	0.0	0.0	32.9
				36.7	0.8	0.6	0.2	3.9	0.1	0.0	51.0
Including				11.9	1.6	1.3	0.4	8.9	0.1	0.0	61.8

1 CCZ: Central Cooper Zone, CNWE: Northwest Extension, ECZ: Eastern Copper Zone, and SCZ: South Copper Zone

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Management's Discussion and Analysis

First results from a gravity survey program at the Espigão polymetallic project to develop Cu-Au IOCG targets identified broad gravity anomalies measuring up to 15mgal above background, consistent with the threshold of the anomalies in other IOCG provinces. Regional survey programs are ongoing before infill will be undertaken to define potential drill targets.

Environmental Highlights

• During the three-month ended March 31, 2022, the Company has continued its environmental remediation program as planned at Espigão do Oeste project.
• Remediation programs focused on finalization of field programs and monitoring at Ademar Professor, Alcides, Amilda, Calça Frouxa, Califórnia, Dinei, Dito, Eduardo Mendes, Ervino, Flora, Júlio Mundi, Laudir, Nezão, Saracura, Vitoria, and Vitalino.

Subsequent to March 31, 2022:

Corporate Highlights

• The Company's common shares commenced trading on the Toronto Stock Exchange ("TSX") at market open on April 4, 2022, under the symbol "MNO". Concurrently with the listing on the TSX, the Company's common shares ceased to trade on the TSX Venture Exchange.
• On April 5, 2022, the Company also issued 509,795 common shares to HM Revenue & Customs ("HMRC", United Kingdom tax authority) as payment of the withholding taxes obligation related to the Consolidated Facility agreement with SGRFIV settled during the period ended March 31, 2022.
• On May 17, 2022, the Company granted 390,000 stock options to a consultant that vested immediately with an exercise price of C$0.95 per common share for a term of five years, until May 17, 2027.
• Subsequent to March 31, 2022, the Company issued 3,112,985 common shares and received gross proceeds totaling $466,433 related to share purchase warrants, stock options, agent's compensation options and agent's compensation options warrants.

Exploration Highlights

• The Company continued exploration programs subsequent to March 31, 2022 with the focus on resource definition in the Cabaçal area, and reconnaissance exploration programs in the mine corridor including the C4A, C2A and Santa Helena mine areas:
• On April 5, 2022, the Company announced assay results from the Cabaçal project's C4A target, confirming the discovery of a wide zone of gold mineralization in TR-020, which returned 44.0m @ 1.5g/t Au, including a high-grade core zone 12.0m @ 4.5g/t Au & 0.4g/t Ag. Geophysical targets were defined along strike from TR-020, with a 700m chargeability corridor anomaly positioned to the southeast of TR-020. The trench was targeted as part of a follow up program to evaluate soil geochemical responses from the Company's reconnaissance programs.
• On May 5, 2022, the Company announced first results from a gravity survey program at its Espigão polymetallic project, as part of its broader Cu-Au focus. Broad gravity anomalies measuring up to 15mgal above background have been defined. The threshold of the anomalies mirrors those of common iron-oxide copper-gold provinces in Australia. Regional survey programs are ongoing before infill will be undertaken to define potential drill targets.
• Resource definition drilling in the Cabaçal area has continued with a particular focus on the Northwest Extension and areas of spare data coverage in the mine environment.

Subsequent to March 31, 2022, the Company has continued its Cabaçal diamond drilling program with additional 19 holes drilled for a total of 1915.8m. A selection of intersections from the various mineralized zones is listed below, including strong zones of mineralization from an emerging western structure not previously defined in the historical wide-spaced drilling.

Hole ID	Drill Data	Intercept	Grade						From
				CuEq	Cu	Au	Ag	Zn		Pb
	Dip	Azimuth	EOH	Zone1(m)	(%)	(%)	(g/t)	(g/t)	(%)	(%)	(m)
CD-092	-90	0	60.1	ECZ
				11	0.4	0.3	0.0	0.8	0.0	0.0	9.0
				15.9	0.5	0.3	0.3	0.7	0.0	0.0	32.0

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Management's Discussion and Analysis

Hole ID	Drill Data				Intercept	Grade						From
	Dip	Azimuth	EOH	Zone1		CuEq	Cu	Au	Ag	Zn	Pb
CD-093	-50	60	133.1	CNWE
					7.0	0.2	0.2	0.1	0.5	0.0	0.0	8.2
					2.8	1.5	0.4	1.7	2.5	0.0	0.0	58.7
					4.2	0.2	0.1	0.0	0.5	0.0	0.0	65.9
					19.5	0.4	0.2	0.4	0.4	0.0	0.0	73.5
					12.0	0.4	0.3	0.1	1.2	0.1	0.0	102.0
CD-095	-49	57	198.5	CNWE
					5.6	0.3	0.2	0.0	0.6	0.0	0.0	14.4
					22.8	0.6	0.4	0.3	3.2	0.0	0.0	33.0
Including					6.3	1.6	1.2	0.6	9.1	0.1	0.0	48.3
					7.5	0.2	0.1	0.0	0.8	0.0	0.0	59.0
CD-096	-65	45	178.1	SCZ
					7.9	0.3	0.3	0.0	0.8	0.0	0.0	49.5
					22.5	0.4	0.2	0.2	0.4	0.0	0.0	67.0
					34.7	1.1	0.6	0.7	1.9	0.2	0.0	116.0
Including					11.6	2.8	1.4	1.9	4.7	0.6	0.0	139.2
CD-098	-65	45	160.1	SCZ
					15.1	0.2	0.2	0.0	0.5	0.0	0.0	39.0
					32.9	0.9	0.6	0.5	2.4	0.0	0.0	66.0
Including					17.7	1.3	1.0	0.5	4.1	0.1	0.0	80.4
					5.0	0.4	0.3	0.1	0.9	0.2	0.0	104.0
					17.7	0.9	0.7	0.3	1.9	0.1	0.0	118.6
CD-099	-50	60	94.2	CNWE
					32.4	1.3	0.4	1.5	1.0	0.1	0.0	22.6
Including					15.0	2.3	0.5	3.0	0.9	0.0	0.0	30.0
CD-100	-50	60	115.4	CNWE
					9.9	0.2	0.1	0.1	0.2	0.0	0.0	2.2
					50.8	1.0	0.5	0.8	1.3	0.0	0.0	41.9
Including					15.0	1.8	1.0	1.3	2.5	0.0	0.0	75.2
					2.7	0.2	0.1	0.0	1.9	0.3	0.0	94.8
CD-101	-49	56	116.0	CNWE
					13.3	0.5	0.5	0.1	0.4	0.0	0.0	23.8
					7.4	0.1	0.0	0.2	0.0	0.0	0.0	42.0
					36.2	1.0	0.2	1.3	0.9	0.0	0.0	54.6
Including					7.8	3.9	0.6	5.4	1.8	0.0	0.0	83.0
CD-102	-60	45	110.8	SCZ
					23.2	0.2	0.2	0.0	0.4	0.0	0.0	19.8
					34.6	0.9	0.2	1.1	0.7	0.0	0.0	52.9
Including					11.5	1.9	0.2	2.8	0.6	0.0	0.0	53.9
CD-103	-50	60	136.3	CNWE
					25.0	0.2	0.2	0.1	0.3	0.0	0.0	28.8
					11.4	0.6	0.3	0.1	2.5	0.6	0.0	89.6
CD-105	-47	60	101.6	CNWE
					27.0	0.2	0.2	0.1	0.3	0.1	0.0	44.0
CD-106	-48	63	149.8	CNWE
					103.3	0.6	0.2	0.6	0.5	0.0	0.0	23.7
Including					3.7	2.0	0.7	2.1	1.9	0.0	0.0	58.4
-and					5.8	4.3	0.2	7.0	0.8	0.0	0.0	80.0
-and					5.6	1.2	1.0	0.3	2.0	0.0	0.0	113.9

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Management's Discussion and Analysis

Hole ID	Drill Data	Intercept	Grade						From
				CuEq	Cu	Au	Ag	Zn		Pb
	Dip	Azimuth	EOH	Zone1	(m)	(%)	(%)	(g/t)	(g/t)	(%)	(m)
CD-107	-89	75	100.5	SCZ
					22.0	0.2	0.0	0.0	0.4	0.0	11.0
-and					32.0	0.4	0.2	0.4	0.6	0.0	43.0
Including					7.8	1.1	0.3	1.3	0.4	0.0	52.0
CD-108	-48	61	61.1	CNWE
					22.9	0.2	0.2	0.0	0.1	0.0	8.5
-and					27.0	0.4	0.2	0.3	1.3	0.1	36.0
CD-109	-46	47	109.78	SCZ/CCZ
					50.7	0.5	0.2	0.6	0.6	0.0	14.0
Including					11.2	1.8	0.3	2.4	1.8	0.0	52.1
Including					6.9	2.1	0.1	3.2	0.2	0.0	52.1
Including					1.1	8.2	0.5	12.7	0.8	0.0	52.1
					2.5	0.8	0.7	0.2	2.0	0.0	74.0
					12.3	0.4	0.3	0.1	1.4	0.0	82.0
CD-110	-48	58	188.1	CNWE
					31.3	0.7	0.1	1.0	0.2	0.0	20.2
Including					26.4	0.7	0.0	1.1	0.1	0.0	20.2
Including					10.4	1.6	0.0	2.3	0.1	0.0	32.5
-and					24.4	0.2	0.1	0.1	1.0	0.4	53.7
CD-113	-50	60	166.6	ECZ
					64.1	0.8	0.2	1.0	1.0	0.0	11.1
Including					20.5	1.6	0.0	2.6	0.2	0.0	14.0
-and					3.0	5.7	0.1	9.4	0.1	0.0	14.0
-and					7.5	1.8	0.0	3.0	0.5	0.0	27.0
CD-114	-60	45	118.8	ECZ
					32.7	0.3	0.2	0.1	0.8	0.0	13.0
					15.5	0.9	0.1	1.4	0.6	0.0	53.0
Including					0.36	34.5	0.4	56.8	4.1	0.0	63.85
					14.4	0.6	0.3	0.1	1.5	0.5	84.0

1 CCZ: Central Cooper Zone, CNWE: Northwest Extension, ECZ: Eastern Copper Zone, and SCZ: South Copper Zone

Please refer to the news releases for additional results and more information.

Notes

True widths are approximately $80 - 90\%$ of downhole lengths and assay figures and intervals rounded to 1 decimal place. Copper Equivalents ("CuEq") have been calculated using the formula $\mathrm{CuEq} = ((\mathrm{Cu}\% * \mathrm{Cu}$ 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, US$ per Tonne: $\mathrm{Cu} = \mathrm{US}\$ 9,545.50$ and $\mathrm{Zn} = \mathrm{US}\$ 2,802.50$ . Gold ("Au") & Silver ("Ag") prices from LBMA Precious Metal Prices US$ per Troy ounce: $\mathrm{Au} = \mathrm{US}\$ 1781.80$ (PM) and $\mathrm{Ag} = \mathrm{US}\$ 26.125$ (Daily). The CuEq values are for exploration purposes only and include no assumptions for metallurgical recovery. Calculation of composites for CD-012, CD-021, CD-022, CD-023, CD-025 assigns zero width and zero grade to mining voids intersected between 97.6 - 101.6m, 52.4 to 55.9m, 83.8 to 87.8m, 122.9 to 126.1m, and 123.2 to 124.6m respectively.

Holes have been drilled HQ through the saprolite and upper bedrock and reduced to $NQ$ - mineralized intervals represent half $NQ$ drill core. Core samples from the 2021 program have been analyzed 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). Core samples from the 2022 program have been analyzed at the accredited ALS laboratory in Lima. Gold analyses have been conducted by Au-AA23 (fire assay of a 30g charge with AAS finish). High-grade samples are repeated with a gravimetric finish (Au-GRA21). Base metal analysis is by methods four-acid digestion and ICP-AES finish (ME-ICP61a; Cu-OG62 for over-range samples). 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

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Management's Discussion and Analysis

controls samples, including blanks and gold and polymetallic standards supplied by ITAK, supplementing laboratory quality control procedures.

The Company's geophysical program is run by an experienced in-house team with data sent to the Company's independent consultant, Core Geophysics for quality control and modelling. The equipment includes borehole and surface SMARTem technology manufactured by ElectroMagnetic Imaging Technology (EMIT), a CG-6 Autograv™ gravity meter supplied by Scintrex, and induced polarization equipment with a GDD GRx8-16c receiver and 5000W-2400-15A transmitter supplied by GDD. Geophysical targets are preliminary in nature and not conclusive evidence of the likelihood of a mineral deposit.

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 Southwest ("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 18,462 Hectares ("Ha"), incorporating an approved mining lease, a mining lease application, and three exploration licences.

On November 6, 2020, the Company entered into a definitive Purchase Agreement to acquire a 100% beneficial interest in Cabaçal 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 C$1,350,000, from two private Brazilian companies, Prometálica Mineração Ltda. and IMS Engenharia Mineral Ltda (the "Vendors"). During the year ended December 31, 2021, the Company changed the terms of the second payment and assigned the Purchase Agreement related to the Cabaçal project to its subsidiary Rio Cabaçal and, during the three-month period ended March 31, 2022, changed the terms of the third payment. 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 by October 15, 2021, as the transfers of the mineral rights to Rio Cabaçal Mineração Ltda were filed with ANM (paid);
• $1,750,000 payable on August 1, 2023, unless accelerated upon completion of an equity financing for gross proceeds of at least $2,500,000, provided completion of successful drilling program and historical geophysics database validation;
• 1,000,000 common shares in the capital of the Company or C$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 C$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 C$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 a historic 1.5% Net Smelter Royalty ("NSR") associated with the Santa Helena project, which is part of Cabaçal. Cabaçal is located within the buffer zone of Brazil's frontier ("Border Buffer Zone"). The Border Buffer Zone is a political protection zone and not an economic exclusion zone. The terms of the proposed Agreement give 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.

During the year ended December 31, 2021, the Company separately secured an additional licence at the southern limit of the Cabaçal Project's VMS belt, increasing the tenure from 18,462 to 28,324 Hectares. After reviewing the historical 1980's BPM regional exploration reports, the Company also secured a strong land position of 48,561 Hectares located 20km west of the Project in the Araputanga and Jauru Belts, where the historical reports highlighted their gold and base metal exploration potential. Subsequently in 2022, the Company acquired an additional three licences covering 15,941 Ha in the Cabaçal Belt, taking the total area of this corridor to 44,265 Ha, and the total area of licences in the district to 92,826 Ha.

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Management's Discussion and Analysis

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 5g/t Au and 0.82% Cu over four years up to 1991. Regional exploration by RTZ and BPM 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 (>3g/t gold-only cut-off grade). The mine was decommissioned by RTZ after its acquisition of BPM.

The Cabaçal deposit is considered to be a deformed Cu-Au rich end member of the VMS 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-LaRonde 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 1.8km in the mine environment, although much of the drilling is focussed over a 750m 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 focused 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 BPM being progressively followed by more detailed work programs which 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 x 50m 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 x 25m 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 400m X 50m soil grid survey continued regionally in the Cabaçal corridor (C-6). In the geochemical prospecting work carried out by BPM / 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 BPM carried out a survey covering ~6,800 km2, capturing ~2,800-line km of magnetic / electromagnetic data 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 Aerogeofísica e Consultoria Geofísica Ltda. The survey involved survey lines at spacings of 300m, oriented NE (perpendicular to stratigraphy). At least 20 bedrock anomalies have been modelled from this survey.

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.

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Management's Discussion and Analysis

Permitting, Corporate Social Responsibility and Environment

The Company will leverage its successful “Espigão” social license to operate 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 84,511 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

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 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 related magnetic data that mapped significant magnetic anomalies underlying the modelled Maxwell plates that are in turn co-incident to the mapped, polymetallic soil anomalies.

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. The Company has planned and budgeted a program whereby the residual conductive clusters are modelled and supplemented by the gravity meter purchased for and used at the Cabaçal project. The use of the newly acquired gravity meter will assist with Iron-oxide-copper-gold targeting at Espigão.

During the year ended December 31, 2021, the Company also acquired new areas adjacent to the Espigão Project through the ANM’s auction process, increasing the tenure from 83,213 to 84,511 Hectares.

Permitting, Corporate Social Responsibility and Environment

The Company’s Espigão Project currently covers an area of 84,511 Hectares. Some non-core regional licences lacking known mineral occurrences in the Cacoal area were relinquished to focus efforts in areas considered the most prospective.

The Company is well regarded locally – it has been 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.

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Management's Discussion and Analysis

Buffer Zone Surrounding Povo Cinta Larga Indigenous Land

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. The FPO is requesting the ANM to refrain from granting new mining authorizations and to withdraw all existing mining authorizations within the indigenous land of Povo Cinta Larga and surrounding 10km area adjacent to the indigenous land (“Cinta Larga Buffer Zone”).

If there is a final and non-appealable decision regarding the imposition of a 10km Cinta Larga Buffer Zone, this would have an impact on Jaburi’s tenements as some of Jaburi’s tenements straddle or are wholly within the proposed 10km Cinta Larga Buffer Zone. The Company does not have tenements within the indigenous land of Povo Cinta Larga.

There have been no new developments regarding this matter since the MD&A dated April 14, 2022.

Mirante da Serra Project, Rondônia, Brazil

The Mirante Mn project is a resource development and exploration project where, 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. The Company received confirmation that the ANM has now approved the final report on the Mirante da Serra licence 886166/2009.

Background

The Company entered into an option agreement to acquire a 100-per-cent interest in the Mirante da Serra manganese project, in Rondônia, Brazil from Mr. José Olimpio 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 reals (approximately $239,480). 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.

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 ANM; title to transfer to Meridian (paid);
• 125,000 Brazilian reals on the Meridian board of directors' approval of a positive Economic Mining Plan (Plano de Aproveitamento Econômico (“PAE”));
• 150,000 Brazilian reals following the ANM approval of PAE;
• 250,000 Brazilian real one-year anniversary of ANM approval of PAE; and
• 500,000 Brazilian reals upon grant and publication of a valid mining licence (Lavra).

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

During the fourth quarter of 2019, the Company’s representatives provided information as supplement to the final report based on their observations during due diligence. The final report approval by ANM was published in the Official Gazette in Brazil on October 7, 2021. The approval of the Mirante Report by the ANM enables the Company to conduct exploration program on Mirante da Serra. The Company is undertaking periodic reconnaissance activity to assess the regional potential.

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 from 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.

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Management's Discussion and Analysis

The manganese content progressively increases 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 for 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.

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 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 land use of 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

On July 7, 2021, the Company announced an update on its Ariquemes Tin Project, announcing that Orosur Mining Inc. had signed a non-binding Letter of Intent option to earn up to a 75% ownership interest in the mining concessions owned by Meridian Mineração Jaburi S.A., a wholly owned subsidiary of Meridian. Ariquemes comprises an extensive land package in Brazil's second largest tin field. Geophysical and geochemical datasets released by the Companhia de Pesquisa de Recursos Minerais (Geological service of Brazil) highlights highly prospective signatures consistent with the tin-bearing granites within the Ariquemes area.

On January 13, 2022, the Company completed its JV Agreement with Orosur, a South American gold exploration and development company, for the development of the project. See detail in the Subsequent Events section above.

The technical information about the Company's exploration activity 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.

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Management's Discussion and Analysis

Quarterly Financial Summary:

	Qtr 1 Three Months Ended March 31, 2022 $	Qtr 4 Three Months Ended December 31, 2021 $	Qtr 3 Three Months Ended September 30, 2021 $	Qtr 2 Three Months Ended June 30, 2021 $
Revenues	-	-	-	-
Income (Loss) for the period	1,991,860	(14,059,702)	(6,807,312)	(9,396,680)
Total Comprehensive Income (Loss)	2,921,317	(14,211,977)	(7,329,421)	(8,675,185)
Net Income (Loss) per share, basic	0.01	(0.11)	(0.06)	(0.07)
Net Income (Loss) per share, diluted	(0.01)	(0.11)	(0.06)	(0.07)
	Qtr 1 Three Months Ended March 31, 2021 $	Qtr 4 Three Months Ended December 31, 2020 $	Qtr 3 Three Months Ended September 30, 2020 $	Qtr 2 Three Months Ended June 30, 2020 $
---	---	---	---	---
Revenues	-	-	-	107,140
Income (Loss) for the period	(7,318,386)	1,926,391	(7,599,450)	(191,554)
Total Comprehensive Income (Loss)	(7,801,320)	2,360,403	(7,815,017)	(549,103)
Net Income (Loss) per share and fully diluted loss per share	(0.07)	0.02	(0.08)	(0.00)

For the past seven quarters the Income (Loss) for the period and the Total Comprehensive Income (Loss) were significantly impacted by the mark-to-market warrants revaluation related to the warrants issued in connection with the private placements closed during the year ended December 31, 2020.

Income (Loss) for the period and the Total Comprehensive Income (Loss) were also impacted for the commencement of the Cabacal exploration program in late Q1 2021 and increase in level of activities.

Discussion of Quarterly Results and Result of Operation:

For the three months ended March 31, 2022:

• Exploration and evaluation expenses increased by $586,472 to $1,016,066 (three months ended March 31, 2021 – $429,594). Variance mainly related to increase in activities of the exploration programs at Cabacal project in 2022.
• General and administration expenses increased by $265,310 to $653,543 (three months ended March 31, 2021 – $388,233). Variance mainly related to changes in the remuneration of the management team, hiring of new employees and in travel expenses offset by a decrease in the investor relations and shareholder communication activities.
• Professional fees increased by $98,245 to $163,790 (three months ended March 31, 2021 - $65,545). Variance mainly related to the increase in legal fees in connection to TSX graduation and Orosur JV agreement and increase in expenditures with corporate tax consultants.
• Share based compensation of $80,934 (three months ended March 31, 2021 - $600,824). The Company issued 175,000 stock options in the three-month period ended March 31, 2022 (three months ended March 31, 2021 – 3,335,000)
• Mark-to-market revaluation of warrants gain of $3,863,166 (three months ended March 31, 2021 - loss of $5,785,708) 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.
• Foreign exchange increased by $109,697 to a gain of $106,352 (three months ended March 31, 2021 – loss of $3,345). The foreign exchange gain increased due to fluctuation of exchange rates during the quarter.

The results for the period ended March 31, 2022 included other comprehensive gain of $929,457 (three months ended March 31, 2021 – loss of $482,937) comprised of foreign currency translation, which related primarily to the translation of the Company's Brazilian operation.

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Management's Discussion and Analysis

Liquidity and Capital Management

As at March 31, 2022, the Company reported a working capital of $5,391,101 (December 31, 2021 – $7,214,576) which included cash of $7,488,732 (December 31, 2021 – $9,059,798) and prepaid expenses and other assets of $237,505 (December 31, 2021 – $321,755). Included in current liabilities on March 31, 2022 are accounts payable and accrued liabilities of $1,092,421 (December 31, 2021 – $912,953), provisions of $379,190 (December 31, 2021 – $410,218) and taxes and fees payable of $863,525 (December 31, 2021 – $843,806).

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 March 31, 2022, 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.

Cash flows used by operating activities

In the first quarter of 2022, operating activities used $1,863,199 compared to $1,001,899 in the same period in 2021. The increase was driven mainly by the increase in the Cabacal exploration activities and the increase in the general and administrative expenses.

Cash flows used in investing activities

In the first quarter of 2022, acquired property, plant and equipment mainly for the Cabacal project of $55,042 compared to $nil in the same period in 2021.

Cash flows generated by financing activities

The Company received proceeds from the exercise of warrants, agent's compensation options and agent's compensation options warrants of $221,926 in the first quarter of 2022, compared to $698,780 in the same period in 2021.

Related Party Transactions

a) Key management compensation

	March 31, 2022	March 31, 2021
Salaries, consulting and directors' fees	$ 247,747	$ 168,246
Stock options	-	369,322
	$ 247,747	$ 537,568S

b) Other related party transactions

As at March 31, 2022 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, 2022	December 31, 2021
Accounts payable and accrued liabilities	$ 58,537	$ 59,450

Share Capital

Outstanding Share Data

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

As at the date of this report the Company has 168,929,880 (December 31, 2021 – 157,110,457) issued and fully paid shares outstanding.

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Management's Discussion and Analysis

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 shares. 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.

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

	Number of Shares		Exercise Price (C$)		Expiry Date
Stock options	6,291,631		0.07		October 22, 2024
	248,016		0.10		June 2, 2025
	3,305,000		0.45		February 26, 2026
	4,459,717		1.10		October 27, 2026
	100,000		1.10		February 6, 2027
	75,000		1.10		February 24, 2027
	390,000		0.95		May 17, 2027
	14,869,364
Warrants	11,472,101		0.11		July 15, 2022
	5,988,750		0.30		December 21, 2022
Agent’s compensation options	226,710	(1)	0.075		July 15,2022
	37,900	(2)	0.20		December 21, 2022
Agent’s compensation options warrants	331,255	(3)	0.11		July 15,2022
	41,350	(3)	0.30		December 21, 2022

(1) Each agent’s compensation units are exercisable into one unit at a price of C$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 C$0.11.
(2) Each agent’s compensation units are exercisable into one unit at a price of C$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 C$0.30.
(3) These are underlying warrants issued upon exercise of the Agent’s compensation options.

Critical Accounting Judgments and Estimates

Significant accounting estimates and assumptions are disclosed in Note 3 of the consolidated financial statements for the years ended December 31, 2021 and 2020.

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, 2022, the Company had no material off-balance sheet arrangements.

Proposed Transactions

Except as elsewhere disclosed in this document, there are no other proposed transactions under consideration.

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Management's Discussion and Analysis

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 practicability, 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.

Significant risk factors have been identified by the Company and are listed below. Further discussion and additional risk factors are also available in the Company’s most recent Annual Information Form, as filed on SEDAR at www.sedar.com.

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

Meridian will require additional funding

At March 31, 2022 the Company had positive working capital of $5,391,101, which included cash of $7,488,732, prepaid expenses and other assets of $237,505, and accounts payable and accrued liabilities, provisions, and taxes and fees payable of $2,335,136.

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 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.

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

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Management's Discussion and Analysis

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: (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.

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Management's Discussion and Analysis

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 is 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.

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.

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Management's Discussion and Analysis

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 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 and the Company’s most recent Annual Information Form, under the heading “Risk Factors”. 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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