Management's Discussion and Analysis

MERIDIAN

MINING

FORM 51-102F1

MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 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 year ended December 31, 2022. This MD&A takes into account information available up to and including March 31, 2022, and should be read together with the audited consolidated financial statements and notes for the year ended December 31, 2022, 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") as issued by the International Accounting Standards Board ("IASB"). 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, and references to “C$” are to Canadian dollars.

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 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.

Management's Discussion and Analysis

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.

The Company plans to continue the drilling program to update the National Instrument 43-101 compliant Mineral Resource Estimate for the Cabaçal deposit, and to expand exploration programs to test the numerous regional targets for new discoveries in the belt. The Company also plans to advance geotechnical and environmental studies at Cabaçal to position for future development scenarios.

Regional exploration in the Cabaçal Project is planned to progressively cover over 50km of strike of the prospective belt that is held by the Company under licence. The aim is to identify additional copper and gold 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 year ended December 31, 2022

Corporate Highlights

On January 13, 2022, the Company signed a Joint Venture Agreement ("JV Agreement") with Orosur Mining Inc. ("Orosur") for the tin exploration projects of Ariquemes. Orosur has the right to invest up to $3,000,000 for a 75% project equity over a maximum period of 48 months. See detailed information in the Section Ariquemes Tin Project, Rondônia, Brazil below.
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 a gross amount of at least $2,500,000.
On February 24, 2022, the Company announced the appointment of Ms. Mariana Bermudez as the Company's Corporate Secretary and the grant of 75,000 stock options to Ms. Bermudez 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.
On April 4, 2022, the Company's common shares commenced trading on the Toronto Stock Exchange ("TSX") 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 December 30, 2022, the Company closed a brokered private placement through the issuance of 16,750,142 common shares at a price of C$0.35 per common share for aggregate gross proceeds to the Company of C$5,862,550 ($4,320,372). The Company also issued 501,004 share purchase warrants (the "Broker Warrants"). Each Broker Warrant entitles the holder to purchase one Common Share at a price of C$0.35 per Common Share until December 30, 2024.
During the year ended December 31, 2022, the Company issued 397,732 common shares and received proceeds totaling $135,605 related to stock options exercises.
During the year ended December 31, 2022, the Company issued 22,195,965 common shares and received proceeds totaling $2,641,239 related to share purchase warrants, agent's compensation options and agent's compensation options warrants exercises.

Management's Discussion and Analysis

Exploration Highlights

The Company has undertaken the following general exploration activities during 2022 with the focus on the Cabaçal project:

Surface geochemical surveys (635 soil samples; 343 rock chip samples);
Surface and down-hole geophysics;
42 down-hole electromagnetic ("BHEM") surveys over 50 loops;
48-line kilometers of surface Fixed Loop Transient ElectroMagnetic surveys ("FLTEM");
19 kilometers of surface dipole-dipole lines Induced polarization surveys ("DDIP");
53 Line Kilometers of Gradient Matrix Induced Polarization Surveys ("GAIP");
Continued the digital data compilation, with compilation of data from scanned historical reports; and
10 trenches for 897m; and
Ongoing resource development and exploration drilling. 158 holes were completed during the year for 15,650m, with 19,664 samples for laboratory multielement analysis.

The Cabaçal resource development program included metallurgical testwork conducted by SGS Lakefield in Canada. Meridian completed its initial round of crushing, grinding, gravity-separation and flotation testing with the results highlighting the simple flowsheet needed to mill Cabaçal's copper-gold mineralization, with high recoveries of copper and gold in-line with those recorded from the Cabaçal Mine's production history.

On September 26, 2022, Meridian announced its maiden Mineral Resource estimate for the Cabaçal copper-gold-silver VMS deposit. Cabaçal's Mineral Resource estimate comprises Indicated Resources of 52.9 Mt @ 0.6g/t Au, 0.3% Cu & 1.4g/t Ag (1.8Moz AuEq @ 1.1g/t AuEq) plus Inferred Resources of 10.3Mt @ 0.7g/t Au, 0.2% Cu and 1.1g/t Ag (0.3Moz AuEq @ 1.0g/t AuEq) at a 0.3g/t AuEq cut-off grade.

On November 10, 2022, the Company announced that it had filed the technical report dated November 9, 2022, with an effective date of August 21, 2022, titled "Independent Technical Report, Mineral Resource Estimate for the Cabaçal VMS deposit, Cabaçal Project, State of Mato Grosso, Brazil" (the "Technical Report") prepared by Simon Tear, PGeo, EurGeol, principal consultant and director of H&S Consultants Pty Ltd., Marcelo Antonio Batelochi, PGeo, AusIMM (CP), independent consultant of MB Soluções em Geologia e Mineração Ltda, and Joseph Keane, P.E., independent mineral processing engineer consultant of SGS North America Inc. See detailed information about the technical report in the Section Cabaçal Project, Mato Grosso, Brazil, Mineral Resource Estimate Technical Report below.

The Company continued to drill strong zones of mineralization in the lead up to and following the effective date of the resource publication. Some examples of intersection returned include:

CD-171: 4.8m @ 3.4 g/t Au, 1.9% Cu, & 11.2 g/t Ag from 55.4m;
CD-194: 8.8m @ 4.8 g/t Au, 0.2% Cu & 0.8 g/t Ag from 46.7m;
CD-185: 28.4m @ 1.0 g/t Au, 0.2% Cu & 0.4 g/t Ag, from 23.5m, including;
4.3m @ 4.6 g/t Au, 0.1% Cu & 0.3 g/t Ag from 37.0m; and
CD-193: 15.6m @ 0.4 g/t Au, 0.8% Cu & 1.3 g/t Ag from 42.0m; including
7.5m @ 0.8g/t Au, 1.5% Cu & 2.1g/t Ag from 48.9m.
CD-205, 54.9m @ 2.1g/t Au, 0.1% Cu & 0.5g/t Ag from 12.3m; including
26.5m @ 4.2g/t Au, 0.1% Cu & 0.2g/t Ag

The Company continued its more regional exploration and evaluation programs through 2022, with the objective of preparing a new generation of areas for future exploration and resource development.

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 18.9m @1.3g/t Au from 6.3m and are coincident with historical surface trench results of 18.0m @ 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.

Management's Discussion and Analysis

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 g/t Au located 1.8 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. Assay results from trenching over the gold in soil anomaly confirmed the discovery of a wide zone of gold mineralization in TR-020, which returned 44.0 m @ 1.5 g/t Au, including a high-grade core zone 12.0 m @ 4.5 g/t Au & 0.4 g/t Ag. Initial drilling in the area further confirmed the bedrock mineralization potential, with CD-139 returning 26.4 m @ 0.6 g/t Au & 25.2 g/t Ag from 56.2 m and CD-142 returning 10.7 m @ 1.8 g/t Au & 33.7 g/t Ag from 45.7 m. Geophysical surveys supported a geological linkage between the gold-silver precious metal discovery area to the Cabaçal copper-gold deposit to the northwest. Multiple enhanced chargeability responses along this new trend provide strong targets for follow-up evaluation and the next drill programs.

The Company has retrieved a total of 1,625 historical multielement soil sample records from archival maps of BP Minerals ("BPM") following improved survey control. This data compilation has connected the Sucuri prospect, the Santa Helena Mine and the Álamo prospect into a highly prospective 6.5 km copper-gold-silver VMS trend ("the C2 Trend"), which will be the focus of ongoing and future resource development and exploration programs. The C2 Trend is part of the 50 km long Cabaçal VMS copper-gold system that has been overprinted by a late-stage gold event.

At the Espigão polymetallic project, a total of 1,623 gravity stations were collected during the calendar year, along with 163 soil samples for multi-element geochemistry in an ongoing program for which assays are pending.

Please refer to the news releases for more information.

Environmental Highlights

Rehabilitation programs continued at Espigão do Oeste with 9 areas under monitoring from prior manganese operations.

Subsequent to December 31, 2022:

Corporate Highlights

On January 30, 2023, the Company announced the grant of 3,225,500 stock options to directors, officers, employees, advisors, and consultants that vested immediately with an exercise price of $0.50 per common share for a term of five years, until January 25, 2028.
On January 30, 2023, the Company announced the appointment of Mr. Martin McFarlane as the Company's new President and Mr. James McLucas as the Company's Vice President of Corporate Development. Dr. Adrian McArthur, who served as the Company's President since July 2020, continues to serve as the Company's Chief Executive Officer and as a director.

Exploration Highlights

On January 10, 2023, the Company announced the renewal of the highly prospective Álamo exploration licence ("Álamo"). Álamo hosts multiple open copper-gold soil geochemical targets, VTEM anomalies, and large alteration systems. Meridian's initial reconnaissance and field portable XRF readings have identified untested gossans associated with both BPM soil survey areas and newly identified large alteration systems. Field work is ongoing. The Company also reported drill results from the Cabaçal gold-copper VMS deposit, where the latest infill drilling continues to define strong coherent layers of high-grade gold, copper and silver mineralization from Cabaçal's Northwest Extension ("CNWE"). Results include 26.8 m @ 1.6 g/t AuEq from 72.7 m including 4.5 m @ 5.3 g/t AuEq from 95.0 m (CD-210); 25.0 m @ 1.2 g/t AuEq from 37.0 m including 2.6 m @ 7.9 g/t AuEq from 41.0 m (CD-211), and 35.1 m @ 1.0 g/t AuEq from 47.1 m including 3.3 m @ 7.6 g/t AuEq from 78.8 m (CD-216). Further assays are pending.
On January 24, 2023, the Company announced the completion of the surface electromagnetic ("EM") surveys that have outlined multiple EM plates down dip from the high-grade Cu-Zn-Au-Ag massive sulphides of the Santa Helena deposit ("Santa Helena"). An Induced Polarization ("IP") survey has also been completed over the Santa Helena deposit and combined with the EM plates has generated a new geophysical model extending the mine's untested and unmined upside, generating multiple near-surface targets to follow up on. These near mine prospects have created further potential for the extension of open-pitable Cu-Zn-Au-Ag mineralization at Santa Helena. Follow up resource confirmation and delineation programs are being planned.

Management's Discussion and Analysis

On February 14, 2023, the Company provided an update on data compilation activities, uncovering of the most significant copper anomaly at the Cabaçal Project to date, and on its ongoing regional and near mine exploration programs. As a result of the ongoing digitisation and georeferencing of historical BPM data, the most significant copper anomaly within the Cabaçal tenements “Alvorada” has been identified. Its peak copper-in-stream threshold value of 164ppm Cu surpasses the original copper anomalies of Cabaçal (56ppm Cu) and Santa Helena (36ppm Cu). With BPM’s 1980's exploration focus on gold, and Alvorada having no associated gold anomaly, it was not followed up at the time despite its high copper content. The Company also announced that a drill rig will be moved to the C2 Trend where a number of strong Induced Polarization (“IP”), geochemical targets and extensions to the C4-A gold & silver discovery (see news release on June 21, 2022) will be tested by diamond drilling. Drilling continues at Cabaçal, and drill results are pending.
On March 6, 2023 the Company announced the results of the Preliminary Economic Assessment ("PEA") led by Ausenco Engineering Canada Inc. ("Ausenco") for the Cabaçal project. The highlights are:
Base case after-tax NPV₅ of $573M and 58.4% IRR using $1,650/oz gold, $3.59/lb copper, and $21.35/oz silver;
Spot case after-tax NPV₅ of $745M and 69.7% IRR using $1,841/oz gold, $4.13/lb copper, and $21.35/oz silver (Spot prices on London close on 1st March, 2023);
High-grade year 1 mill feed of 2.3 g/t gold and 0.29% copper which generates high after-tax first year free cash flow of $204M, leading to capital repayment in 10.6 months;
Average grade of 0.64 g/t gold and 0.31% copper over the life of mine - which demonstrates the efficiency of the flowsheet in recovering the gold, copper and silver;
Average annual gold equivalent production of 131,100 ounces at AISC of $670.70/oz AuEq2 for years 1-5; Total LOM (22.3 years) production of 1.02M ounces gold, 353 Mlbs of copper and 1.76M ounces of silver;
Pre-production CAPEX of $179.6M;
Low life-of-mine strip ratio of 2:1;
After tax NPV₅:CAPEX Ratio of 3.2:1; and
Significant potential for future economic optimization and project upside remains through engineering optimizations, increased throughput and additional resources that could be identified through the ongoing drill programs.

The PEA for the Cabaçal project is preliminary in nature, includes inferred resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves and there is no certainty the PEA will be realized. For additional details on the Cabaçal project preliminary economic assessment, please refer to the news release dated March 6, 2023, and the NI 43-101 technical report filed on March 31, 2023.

On March 27, 2023 the Company provided an update on the ongoing drill program at Cabaçal. Drill hole CD-240 has intersected a wide high-grade copper zone that grades 34.5m @ 5.3% CuEq / 7.9g/t AuEq (4.0% Cu, 1.7g/t Au & 22.4g/t Ag) with the core of the high-grade feeder zone returning 12.8m @ 12.7% CuEq / 19.0g/t AuEq (9.7% Cu, 4.0g/t Au & 55.8g/t Ag).

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 (the "Cabaçal Agreement") to acquire a 100% beneficial interest in the Cabaçal mineral rights located 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 $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 Brazilian subsidiary Rio Cabaçal Mineração Ltda. ("Rio Cabaçal") and, during the year ended December 31, 2022, changed the terms of the third payment. The Company is required to make staged payments based on milestones achieved as follows:

Management's Discussion and Analysis

Amounts paid/payable as at December 31, 2022

$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 were filed with the Agência Nacional de Mineração ("ANM"; Brazil's nation mining agency) (paid); and
$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, as well as the obtaining of certain permits and the access to the surface rights overlapping with the Cabaçal mineral rights (payable as at December 31, 2022 - see details regarding payment below).

Amounts not yet triggered

1,000,000 common shares in the capital of the Company or C$300,000, at the option of the Vendors, within 6 months of the third payment and subject to completion of technical report on the estimate of the resource in accordance with National Instrument 43-101, whichever occurs later;
$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.

On December 30, 2022, the Company closed a brokered private placement with gross proceeds of $4,320,372 triggering the third payment of $1,750,000 of the Cabaçal Agreement. As at December 31, 2022, the payable amount has been recognized by the Company in accounts payable and accrued liabilities. The Cabaçal Agreement contemplates that payments can be withheld by the Company in Indemnification Escrow Fund (the "Escrow Fund") to guarantee the payment of any losses in connection with certain Vendors' obligations. Also, at Company's discretion, the Escrow Fund balance can be used to pay certain Vendors' obligations. Subsequent to the year ended December 31, 2022, the Company and the Vendors started the process of setting the Escrow Fund and the Company made payments of approximately $770,000 on behalf of the Vendors that have been deducted from the third payment amount.

There is a 1.5% Net Smelter Royalty 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 constitutionally protection zone and not an economic exclusion zone. The terms of the Cabaçal 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.

In addition to the option agreement area, during the year ended December 31, 2021, the Company has lodged or won through the ANM's auction system additional exploration licence applications in the Cabaçal Belt totalling 25,803 Ha, and in the adjacent Araputanga and Jauru Belts to the west totalling 49,110 Ha. These applications cover extensive gold and base metal anomalies outlined by geochemical and geophysical exploration by BPM.

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 BPM 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 973,031 t @ 4.91g/t Au, 0.80% Cu over four years up to 1991. Regional exploration by BPM then RTZ Corporation PLC ("RTZ"), now known as Rio Tinto, 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 in 1989.

Management's Discussion and Analysis

The Cabaçal deposit is considered to be a deformed 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 that may contain dozens of periodically spaced mineral centres, related to hydrothermal convection cells on the ancient ocean floor. With tilting, deposits may now be at or below the present-day erosional surface. Whilst VMS 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 $\sim 1.9\mathrm{km}$ in the mine environment, although much of the historical drilling was focussed over a $750\mathrm{m}$ 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 $\sim 10 - 40\mathrm{m}$ and have been traced $\sim 250 - 500\mathrm{m}$ 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, Lead ("Pb"), Zinc ("Zn"), Nickel ("Ni"), and Au (as gold counts). In 1983-1984, the opening of $400 \times 50\mathrm{m}$ soil geochemical grids progressed as a follow up to the stream anomalies generated at the C-4 and C-2 prospects. These were closed on a $100 \times 25\mathrm{m}$ 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 $400\mathrm{m} \times 50\mathrm{m}$ 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 $\sim 6,800\mathrm{km}^2$, capturing $\sim 2,800$-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, $45\mathrm{km}$ of gradient array IP arrangement, $13\mathrm{km}$ of pole-dipole IP, and $163\mathrm{km}$ of max-min applied potential surveys have 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 $300\mathrm{m}$, 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.

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.

Mineral Resource Estimate Technical Report

Resource specialist group, H&S Consultants Pty Ltd ("H&SC") was engaged to produce the Company's maiden Mineral Resource Estimate for the Cabaçal copper-gold-silver VMS Deposit. The Mineral Resource Estimate comprises Indicated Resources of $52.9\mathrm{Mt}$ @ $0.6\mathrm{g/t}$ Au, $0.3\%$ Cu & $1.4\mathrm{g/t}$ Ag (1.8Moz AuEq @ $1.1\mathrm{g/t}$ AuEq) plus Inferred Resources of $10.3\mathrm{Mt}$ @ $0.7\mathrm{g/t}$ Au, $0.2\%$ Cu and $1.1\mathrm{g/t}$ Ag (0.3Moz AuEq @ $1.0\mathrm{g/t}$ AuEq) at a $0.3\mathrm{g/t}$ AuEq cut-off grade.

The discovery of extensive gold-dominant mineralization in the CNWE contributed to a significant increase in tonnage and contained metal compared to historical inferred Mineral Resource Estimate of $21.7\mathrm{Mt}$ @ $0.6\mathrm{g/t}$ Au, $0.6\%$ Cu, centred largely around the historical mine workings. Multiple Indicator Kriging ("MIK") was used for the gold grade interpolation and Ordinary Kriging ("OK") for the copper and silver grade interpolation in H&SC's Mineral Resource Estimate.

Management's Discussion and Analysis

The resource is near-surface, extends over 1.9km, and hosts a prominent high-grade shallow gold zone in the Cabaçal North-West Extension. Ongoing drilling since the resource cut-off date has been designed to complete a broad-spaced 50 x 50m drill pattern (with some up-dip and down-dip sectors of the resource remaining unclassified at the cut-off date), to commence infill on a 25 x 25m drill pattern in strategic areas, and to test areas dominated by historical vertical drilling for potential bias where steeper late-stage structures may not have been intersected. New results will be integrated into a resource update anticipated in the second quarter of 2023, and development studies will focus particularly on the potential of the near-surface high-grade trends as a potential starter pit within the greater deposit.

On November 9, 2022, the Company filed on SEDAR the technical report titled “Independent Technical Report, Mineral Resource Estimate for the Cabaçal VMS deposit, Cabaçal Project, State of Mato Grosso, Brazil”, with an effective date of August 21, 2022, prepared by Simon Tear, PGeo, EurGeol, principal consultant and director of H&S Consultants Pty Ltd., Marcelo Antonio Batelochi, PGeo, AusIMM (CP), independent consultant of MB Soluções em Geologia e Mineração Ltda, and Joseph Keane, P.E., independent mineral processing engineer consultant of SGS North America Inc.

Preliminary Economic Assessment

On March 6, 2023 the Company announced the results of the Preliminary Economic Assessment led by Ausenco Engineering Canada Inc. (“Ausenco”) for the Cabaçal project, and GE21 completing the open-pit optimization and mining schedule. Base case after-tax NPV₅ of $573M and 58.4% IRR using $1,650/oz gold, $3.59/lb copper, and $21.35/oz ilver. High after-tax first year cash flow from high-grade starter pits leads to capital repayment in less than a year. The study was based on a 2.5 Mtpa production scenario with a mine life of over 22 years; scope remains for future studies to consider expanded throughput scenarios.

The PEA for the Cabaçal project is preliminary in nature, includes inferred resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves and there is no certainty the PEA will be realized. For additional details on the Cabaçal project PEA, please refer to the news release dated March 6, 2023, and the NI 43-101 technical report filed on March 31, 2023.

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 72,800 Ha 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 assemblage 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).

In 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.

Management's Discussion and Analysis

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 budgeted and is executing a gravity survey using a gravity meter purchased to manage in-house programs. The use of the gravity meter acquired in 2021 will assist with Iron-oxide-copper-gold targeting at Espigão. 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. The gravity survey is being supplemented by a first phase of soil geochemistry over a southern area where coincident magnetic and gravity responses are concentrated.

Permitting, Corporate Social Responsibility and Environment

The Company’s Espigão Project currently covers an area of 72,800 Ha. Some non-core regional licences lacking known mineral occurrences in the Cacoal area were relinquished to focus efforts in areas considered the most prospective, along with licences that are being relinquished in a 10km buffer zone around the indigenous land of Povo Cinta Larga.

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.

Buffer Zone Surrounding Povo Cinta Larga Indigenous Land

The Company has been advised that due to certain Jaburi mineral rights 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”). In view of the current court decisions in full force and effect, ANM is no longer granting new mining authorizations within the 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 mineral rights as some of Jaburi’s mineral rights straddle or are wholly within the proposed 10km Cinta Larga Buffer Zone. The Company does not have mineral rights within the indigenous land of Povo Cinta Larga.

During the year ended December 31, 2022, the Company reviewed the mineral rights within the Cinta Larga Buffer Zone and voluntarily relinquished the noncore mineral licenses. The Company wrote-off $86,469 related to the amount capitalized of one of the relinquished licenses originally capitalized as Exploration and Evaluation Assets. The Company does not anticipate having any additional material impact in the Espigão Project related to the Cinta Larga Buffer Zone.

Ariquemes Tin Project, Rondônia, Brazil

On July 7, 2021, the Company announced an update on its Ariquemes Tin Project, announcing that Orosur Mining Inc. (“Orosur”) 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) highlight 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 exploration and development company, for the development of the project.

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 JV 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 within a period of 24-month after the exercise of the first option; and

Management's Discussion and Analysis

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.

During the year ended December 31, 2022, Orosur completed a large-scale regional sampling program, taking stream and drainage sediment samples over much of the Ariquemes district. Final results are pending. Once the results are received, it is anticipated that this regional dataset will be able to provide vectors to potential mineralisation that will then form the basis for more targeted exploration programs in the near term.

Mirante da Serra Project, Rondônia, Brazil

The Mirante da Serra manganese project is a resource development and exploration project, where the Company entered in an option agreement that it could acquire $100\%$ ownership of the project via a series of sequential payments based on operational and administrative milestones ("Mirante da Serra Option Agreement"). In addition to the mineral rights related to the option agreement, the Company holds mineral rights (55,559 Ha) in the region that were claimed directly from the AMN in previous years.

During the year ended December 31, 2022, the Company terminated the Mirante da Serra Option Agreement and wrote off the amount of $22,304 that was capitalized as Exploration and Evaluation Assets related to the project. The Company still maintains other mineral rights in the Mirante da Serra project.

Qualified Person

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.

Selected Annual Information:

The following table provides a brief summary of the Company's annual financial operations. For more detailed information, please refer to the financial statements:

	Year Ended December 31, 2022	Year Ended December 31, 2021	Year Ended December 31, 2020
Revenues	$ -	$ -	$ 241,019
Net Income (Loss), before taxes	941,395	(37,582,080)	(7,555,260)
Net Income (Loss)	800,108	(37,582,080)	(7,532,260)
Total assets	15,253,295	16,186,628	10,939,003
Non-current financial liabilities	118,568	17,735,303	6,366,004
Working capital	2,879,979	7,214,576	3,361,274
Income (Loss) per share, basic	0.00	(0.30)	(0.09)
Loss per share per share, diluted	(0.05)	(0.30)	(0.09)

For the past three years the Income (Loss) for the period and the Net 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 and the increase of exploration expenses related to the Cabaçal Project acquired in late 2020.

Management's Discussion and Analysis

Quarterly Financial Summary:

	Qtr 4 Three Months Ended December 31, 2022 $	Qtr 3 Three Months Ended September 30, 2022 $	Qtr 2 Three Months Ended June 30, 2022 $	Qtr 1 Three Months Ended Mar 31, 2022 $
Revenues	-	-	-	-
Net Income (Loss) for the period	(1,733,812)	(2,028,696)	2,570,756	1,991,860
Total Comprehensive Income (Loss)	(1,624,037)	(2,272,849)	1,993,155	2,921,317
Income (Loss) per share, basic	(0.01)	(0.01)	0.02	0.01
Loss per share per share, diluted	(0.01)	(0.01)	(0.02)	(0.01)
	Qtr 4 Three Months Ended December 31, 2021 $	Qtr 3 Three Months Ended September 30, 2021 $	Qtr 2 Three Months Ended June 30, 2021 $	Qtr 1 Three Months Ended Mar 31, 2021 $
---	---	---	---	---
Revenues	-	-	-	-
Net Loss for the period	(14,059,702)	(6,807,312)	(9,396,680)	(7,318,386)
Total Comprehensive Loss	(14,211,977)	(7,329,421)	(8,675,185)	(7,801,323)
Net Loss per share, basic and diluted	(0.09)	(0.06)	(0.07)	(0.07)

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

Discussion of Fourth Quarter Results:

For the three months ended December 31, 2022:

Exploration and evaluation expenses increased to $1,153,197 compared to $991,751 in the same period in 2021. The increase was primarily driven by the environmental studies activities initiated in January 2022.
General and administration expenses increased to $651,931 compared to $591,856 in the same period in 2021. Variance mainly related to changes in the remuneration of the management team and the engagement of the Head of Strategy and Communication in Q2 2022.
Professional fees increased to $238,870 compared to $128,986 in the same period in 2021. The increase was primarily driven by costs associated with auditor's fees related to the review of quarterly financial statements in 2022, professional fees associated to the preparation of the short form base shelf prospectus, legal fees due to increase in activities in 2022 compared to 2021.
Mark-to-market revaluation of warrants gain of $557,650 compared to a loss of $9,980,988 in the same period in 2021. Variances were mainly due to change in the assumptions and the Company's share price used in the warrants' revaluations calculations.
Finance expense increase to $10,805 compared to an income $590,341 in the same period in 2021, mainly due to the partial reversal of the withholding taxes of the Consolidated Facility agreement with Sentient Global Resources Fund IV L.P in 2021.
Foreign exchange increased to a gain of $61,683 compared to a loss of $253,912 in the same period in 2021. The foreign exchange gain was the result of the fluctuation of exchange rates during both periods.
Other comprehensive loss of $109,775 compared to gain of $152,275 in the same period in 2021 comprised of foreign currency translation, which are related primarily to the translation of the Company's Brazilian operations.

Management's Discussion and Analysis

Discussion of Annual Results

The consolidated financial statements reflect the financial performance of the Company for the year ended December 31, 2022. During year ended December 31, 2022, the Company incurred total comprehensive income of $1,017,586 as compared to a loss of $38,017,903 for the year ended December 31, 2021.

Operating expenses totaled $9,193,524 for the year ended December 31, 2022, compared to $9,414,067 for the year ended December 31, 2021. The main events which had a significant impact on the expenses for the Company were the increase in activities associated with the exploration programs at Cabacal Project in 2022 and corporate changes described below.

Operating expenses with significant balances or significant movements include:

Exploration and evaluation costs increased to $5,159,208 compared to $3,533,194 in the same period in 2021. They are primarily related to the Cabacal exploration programs. Variance was mainly related to increase in exploration activities after the October 2021 private placement, the start of the environmental studies in late December 2021, and completion of the metallurgical testwork program in 2022.
General and administration costs increased to $2,738,654 compared to $1,943,763 in the same period of 2021. Variance mainly related to changes in the remuneration of the management team, including addition of one board member in late October 2021, increase in payroll costs (new hirings in Canada and in the UK) in late 2021, engagement of the Head of Strategy and Communications in May 2022, TSX graduation costs and increase in travel expenses related to corporate development activities and project visits by senior management and directors.
Professional fees increased to $790,575 (2021 - $534,026). The increase was primarily driven by costs associated services to review quarterly financial statements by the Company's auditors, legal fees associated to TSX graduation and also related to corporate matters in 2022.
Care and maintenance expenses decreased to $96,040 compared to $345,970 in the same period in 2021. They are costs related to the care and maintenance of the Espigão manganese plants that were closed in 2019 and the changes in the environmental provision related to the rehabilitation of the manganese projects. As most of the areas have been recovered the changes in the environment provision have decreased in 2022.

Mark-to-market revaluation of warrants increased to a gain of $10,447,198 compared to a loss of $28,564,576 in the fiscal year ended in 2021 mainly due to changes in the share price, volatility and interest rate at the fair value measurement date measurement date and the number of the warrants outstanding.

Finance expenses increased to $73,737 compared to an income of $568,181 in the same period in 2021, mainly due to the partial reversal of the withholding taxes of the Consolidated Facility agreement with Sentient Global Resources Fund IV L.P in 2021.

Foreign exchange loss decreased by $112,488 to $298,059 (2021 - loss of $185,571). The foreign exchange loss decreased due to fluctuation of exchange rates during the year ended in 2022 compared to the year ended in 2021.

The results for the year ended December 31, 2022, included other comprehensive loss of $217,478 (2021 - gain of $435,823) comprised of foreign currency translation, which are related primarily to the translation of the Company's Brazilian operation.

Detailed breakdowns of exploration costs for the period presented are provided in the notes to the consolidated financial statements.

Liquidity and Capital Management

As at December 31, 2022, the Company reported a working capital of $2,879,979 (December 31, 2021 - $7,214,576) which included cash of $6,174,891 (December 31, 2021 - $9,059,798). Included in current liabilities on December 31, 2022 are accounts payable and accrued liabilities of $2,868,177 (December 31, 2021 - $912,953), provisions of $349,606 (December 31, 2021 - $410,218) and taxes and fees payable of $293,532 (December 31, 2021 - $843,806).

On December 30, 2022, the Company completed a brokered private placement of 16,750,142 common shares at a subscription price of C$0.35 per common share, for aggregate gross proceeds of $4,320,372 (C$5,862,550).

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, 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.

Management's Discussion and Analysis

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.

Contractual Obligations

As at December 31, 2022, contractual obligations from continuing operations are as follows:

	<1 Year	2 Years	3 - 5 Years	Total
Environmental provision	61,900	-	-	61,900
Taxes and fees payable	48,573	8,095	-	56,668
	$ 110,473	$ 8,095	$ -	$ 118,568

Cash flows used by operating activities

During the year ended December 31, 2022, operating activities used $9,053,823 of cash compared to $6,493,731 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 in 2022.

Cash flows used in investing activities

During the year ended December 31, 2022, investing activities used $173,683 of cash compared to $941,669 in the same period in 2021. The decrease was driven by the reduction in the additions of property, plant, and equipment and the acquisition of exploration and evaluation of assets and offset by an increase in proceeds received from sale of property, plant and equipment in 2022.

Cash flows generated by financing activities

The Company received proceeds from the brokered private placement financing net of costs, exercise of warrants, stock options, agent's compensation options and agent's compensation options warrants of $6,609,320 in the year ended December 31, 2022, compared to $11,995,413 in the same period in 2021. The decrease was due to a reduction in the number of exercises of warrants, agent's compensation options and agent's compensation options warrants in 2022 and the amount received related to brokered private placement financing in December 2022 of $3,832,476 compared to the financing in October 2021 of $8,004,641.

Use of Proceeds

On December 30, 2022, the Company closed a brokered private placement through the issuance of 16,750,142 common shares at a price of C$0.35 per common share for aggregate gross proceeds to the Company of $4,320,372 (C$5,862,550). The Company paid agent's cash commission of $258,450 (C$350,703) and other share issuance costs of $229,446 (C$311,128) in connection with this offering. The total net cash proceeds were $3,832,476 (C$5,200,719).

Management's Discussion and Analysis

The following table includes a comparison of actual use of proceeds from brokered private placement to previous disclosures made by the Company as at December 31, 2022:

	Intended Use of Proceeds (Estimated) C$	Actual Use of Proceeds C$ (i)	Over/(Under)- Expenditure at December 31, 2022 C$
Corporate general and administration costs	873,967	-	(873,967)
Cabaçal Project PEA	160,000	-	(160,000)
Cabaçal Project exploration program - NI 43-101 recommendations Phase 1	1,701,842	-	(1,701,842)
Cabaçal Agreement – third property payment (ii)	2,340,000	-	(2,340,000)
Unallocated general working capital	124,910	-	(124,910)
Total Uses	5,200,719	-	(5,200,719)

(i) Closing of the brokered private placement took place on December 30, 2022, as a result of which, the Company did not realize any actual use of proceeds by December 31, 2022.
(ii) The payments under the Cabaçal Agreement are in US dollars, the amount in the table above is all expressed in Canadian dollars and reflect the amount disclosed in the Offering Document under the Listed Issuer Financing Exemption ("Offering Document"), dated November 28, 2022.

The above noted allocation and anticipated timing represents the Company's intentions with respect to its use of proceeds based on knowledge, planning and expectations of management of the Company, as at November 28, 2022, the date of the filing of the Offering Document. Although the Company intends to expend the proceeds from the Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company's ability to execute on its business plan and sustain its operations for not less than 12 months from December 30, 2022.

The closing of the brokered private placement above triggered the third payment of $1,750,000 of the Cabaçal Agreement. As at December 31, 2022, the payable amount has been recognized by the Company in accounts payable and accrued liabilities. Subsequent to the year ended December 31, 2022, the Company and the Vendors started the process of setting the Escrow Fund and the Company made payments of approximately$ 770,000 on behalf of the Vendors that have been deducted from the third payment amount.

Related Party Transactions

The Company transacts with key management personnel, who have authority and responsibility to plan, direct and control the activities of the Company and receive compensation for services rendered in that capacity. Salaries, benefits, consulting fees and director's fees are recorded on a cost basis while share-based compensation is measured at the fair value of the instruments issued, with the expense recognized over the relevant vesting periods.

Key management personnel transactions for the year ended December 31, 2022, included compensation paid to the Company's directors (Messrs. Charles Riopel, John Skinner, Mark Thompson, Ms. Susanne Sesselmann), as well as the Company's Executive Chairman, Director (Mr. Gilbert Clark), Chief Executive Officer and President (Dr. Adrian McArthur), Chief Financial Officer (Ms. Soraia Morais), and Administrators and Statutory Director of the Brazilian subsidiaries (Mr. Joel Brandão, Afonso Figueiredo, Suhail Arap Filho).

a) Key management compensation

	December 31, 2022	December 31, 2021
Salaries and consulting fees	$ 550,496	$ 473,100
Directors’ fees	444,422	304,643
Share-based compensation	-	1,858,577
	$ 994,918	$ 2,636,320

Management's Discussion and Analysis

b) Other related party transactions

As at December 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.

	December 31, 2022	December 31, 2021
Accounts payable and accrued liabilities	$ 192,084	$ 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 202,833,761 (December 31, 2021 – 157,110,457) issued and fully paid shares outstanding.

Stock Options and Agent's Compensation Options

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 options and warrants outstanding	Exercise Price (CAD)	Expiry Date
Stock options	6,291,631	0.07	October 22, 2024
	248,016	0.10	June 2, 2025
	3,285,000	0.45	February 26, 2026
	4,440,638	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
	3,225,500	0.50	January 25, 2028
	18,055,785
Agent's compensation options	501,004 (1)	0.35	December 30, 2024

(1) Issued in connection with the brokered private placement closed on December 30, 2022.

Critical Accounting 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, and exploration and evaluation assets, deferred tax assets and liabilities, and disclosure of contingencies depend on subjective or complex judgments about matters that may be uncertain. Changes in those estimates could materially impact these consolidated financial statements.

Management's Discussion and Analysis

a) Use of estimates:

Provisions and recognition of a liability for loss contingencies

Judgments are required to determine if a present obligation exists at the end of the reporting period by considering all available evidence, including the opinion of experts. The most significant provisions that require judgment to determine if a present obligation exists are contingent losses related to claims and asset retirement obligation. This includes an assessment of how to account for obligations based on the most recent closure plans and environmental regulations.

Income taxes

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.

b) Critical management judgments:

Recoverability of exploration and evaluation assets

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.

Provisions and recognition of a liability for loss contingencies

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 December 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.

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.

Management's Discussion and Analysis

Meridian will require additional funding

As at December 31, 2022 the Company had positive working capital of $2,879,979 which included cash of $6,174,891, prepaid expenses and other assets of $216,403 and accounts payable and accrued liabilities, taxes and fees payable, and provisions of $3,511,315.

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 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 mineral prices

The value and price of the Company’s common shares, the Company’s financial results, exploration, development, 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.

Management's Discussion and Analysis

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.

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 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.

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.

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.

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to senior management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate to permit timely decisions regarding public disclosure.

The Company's management, including the CEO and CFO, have as at December 31, 2022, evaluated the effectiveness of Disclosure Controls and Procedures ("DC&Ps") (as defined in National Instrument 52-109 of the Canadian Securities Administrators). DC&Ps were designed under their supervision, to provide reasonable assurance that material information relating to the issuer is made known to them by others, particularly during the period in which the interim or annual filings are being prepared; and information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation. Based on that evaluation, they have concluded that the DC&Ps were effective as at December 31, 2022.

Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the CEO and CFO, and effected by management and other personnel to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect the Company's transactions and dispositions of the assets of the Company; providing reasonable assurance that transactions are recorded as necessary for preparation of the Company's consolidated financial statements in accordance with IFRS; providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and the directors of the Company; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company's assets that could have a material effect on the Company's consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of the Company's consolidated financial statements would be prevented or detected. Management will continue to monitor the effectiveness of its internal control over financial reporting and disclosure controls and procedures and may make modifications from time to time as considered necessary.

Management adheres to the Committee of Sponsoring Organizations of the Treadway Commission's (COSO) revised 2013 Internal Control Framework for the design of its Internal Control over Financial Reporting ('ICFR'). In accordance with National Instrument 52-109, the evaluation of ICFR under COSO's 2013 Internal Control Framework was carried out under the supervision of and with the participation of management, including the Company's CEO and CFO. For the year ended December 31, 2022, the CEO and CFO have concluded that the Company's ICFR was effective as at December 31, 2022.

Changes in Internal Control over Financial Reporting

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. During the year ended December 31, 2022, the Company implemented new controls and improved existing controls in order to fulfill the reporting obligations set forth in the 2013 COSO Framework.

Management's Discussion and Analysis

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 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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Meridian Mining — Management Reports 2023

47387_rns_2023-03-31_d40724fe-5857-4bd7-8f2f-4efbedff9f9f.pdf

MERIDIAN

FORM 51-102F1

Introduction

Business Overview

Strategy

Corporate Outlook

Performance Summary for the year ended December 31, 2022

Corporate Highlights

Exploration Highlights

Environmental Highlights

Subsequent to December 31, 2022:

Corporate Highlights

Exploration Highlights

Cabaçal Project, Mato Grosso, Brazil

Background

Amounts paid/payable as at December 31, 2022

Amounts not yet triggered

Geology and Mineralization Model

Exploration

Permitting, Corporate Social Responsibility and Environment

Mineral Resource Estimate Technical Report

Preliminary Economic Assessment

Espigão Project, Rondônia, Brazil

Background

Espigão Polymetallic Potential

Permitting, Corporate Social Responsibility and Environment

Buffer Zone Surrounding Povo Cinta Larga Indigenous Land

Ariquemes Tin Project, Rondônia, Brazil

Mirante da Serra Project, Rondônia, Brazil

Qualified Person

Selected Annual Information:

Discussion of Fourth Quarter Results:

Discussion of Annual Results

Liquidity and Capital Management

Contractual Obligations

Cash flows used by operating activities

Cash flows used in investing activities

Cash flows generated by financing activities

Use of Proceeds

Related Party Transactions

Meridian will require additional funding

Meridian is subject to government regulation

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

Meridian may be adversely affected by fluctuations in mineral prices

Infrastructure

Meridian does not and likely will not insure against all risks

Meridian is dependent on key personnel

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

Operations in Brazil and Regulatory Requirements

Permits, licenses and approvals

Risks Inherent in Acquisitions

Other Requirements

Disclosure Controls and Procedures

Internal Control Over Financial Reporting

Changes in Internal Control over Financial Reporting

Note Regarding Forward-Looking Statements

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Meridian Mining Management Reports 2023