Meridian Mining — Proxy Solicitation & Information Statement 2021

Jun 3, 2021

MERIDIAN MINING UK SOCIETAS
(formerly, Meridian Mining S.E.)
6th Floor, 65 Gresham Street
London
EC2V 7NQ
United Kingdom
Tel: 778 715 6410
www.meridianmining.co

SOLICITATION OF PROXIES

This information circular (the “Information Circular”) serves as explanatory notes to the accompanying notice of the annual and special general meeting of shareholders (the “Notice of Meeting”) and is furnished in connection with the solicitation of proxies by the management of Meridian Mining UK Societas (formerly, Meridian Mining S.E.) (the “Company”) for use at the annual and special general meeting of shareholders (the “Meeting”) of the Company to be held at 201 Bishopsgate, London, United Kingdom, on Wednesday, June 30, 2021 at 5:00 pm (London, UK time). To mitigate potential risks to the health and safety of its shareholders, employees and service providers for the Meeting, the Company is urging shareholders and others not to attend the Meeting in person. In person attendance may be restricted altogether. Instead, shareholders should vote on the matters before the Meeting by proxy and participate in the Meeting by way of a conference call. Shareholders will be able to ask questions of management through the conference call at the conclusion of the Meeting as usual. Details with respect to the conference call are set out below.

Dial in Number: +1 604-678-8031
North America Toll-free: 1-866-875-9697
Conference ID: 6097711

Information contained herein is given as of May 14, 2021 unless specifically stated otherwise.

Capitalized terms used but not defined herein shall have the meaning given thereto in the Notice of Meeting.

These security holder materials are being sent to both registered and non-registered shareholder of the Company. If you are a non-registered shareholder of the Company, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of Shares, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

IDENTIFICATION

Entitled Shareholders and their proxy holders can be asked to identify themselves when attending the Meeting. All attendees of the Meeting are therefore requested to bring identification (for instance a passport or a driving license) to the Meeting.

PERSONS OR COMPANIES MAKING THE SOLICITATION

The enclosed instrument of proxy is solicited by management of the Company. Solicitations will be made by mail and possibly supplemented by telephone or other personal contact to be made without special

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compensation by regular officers and employees of the Company. The Company may reimburse shareholders' nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining authorization from their principals to execute the instrument of proxy. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company. None of the directors of the Company have advised management in writing that they intend to oppose any action intended to be taken by management as set forth in this Information Circular.

APPOINTMENT AND REVOCATION OF PROXIES

The individuals named in the accompanying form of proxy are Gilbert Clark, Executive Chairman of the Company and Dr. Adrian McArthur, Chief Executive Officer, President and director of the Company. An Entitled Shareholder has the right to appoint one or more persons, who need not be a shareholder, to attend and act for the shareholder and vote on the shareholder's behalf at the Meeting other than either of the persons designated in the accompanying form of proxy, and may do so either by inserting the name of that other person in the blank space provided in the form of proxy or by completing another suitable form of proxy. To appoint more than one proxy, Entitled Shareholders must complete a proxy form for each appointment clearly stating on each proxy form the number of shares in relation to which the proxy is appointed.

Entitled Shareholders are requested to date, sign and return the accompanying form(s) of proxy for use at the Meeting if they are not able to attend the meeting personally. To be effective, forms of proxy must be received by the Company's registrar and transfer agent, Computershare Investor Services Inc. ("Computershare"), no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting (namely, 9:00 am (Vancouver time) on or before Monday, June 28, 2021) at which the proxy is to be used. Proxies delivered by regular mail should be addressed to Computershare, 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department. Proxies delivered by facsimile must be sent to Computershare, Attention: Proxy Department, at (416) 2639524 or toll free at 1 (866) 249-7775. To vote by Internet, visit the website address shown on the form of proxy provided. Follow the online voting instructions given to you and vote over the Internet referring to your holder account number and proxy access number provided on the form of proxy that was delivered to you.

All non-registered shareholders who receive these materials through a broker or other intermediary should complete and return the materials in accordance with the instructions provided to them by their broker or other intermediary.

An Entitled Shareholder who has given a proxy may revoke it by an instrument in writing duly executed and delivered either to Computershare or to the registered office of the Company at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, that precedes any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or of any reconvening thereof, or in any other manner provided by law. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Appointment of a proxy does not preclude Entitled Shareholders from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

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APPOINTMENT OF CORPORATE REPRESENTATIVES

A corporation which is an Entitled Shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same share.

NON-REGISTERED HOLDERS

These security holder materials are being sent to both registered and nonregistered shareholders of the Company. If you are a nonregistered shareholder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding Shares on your behalf.

Most shareholders of the Company are “non-registered” shareholders because the Shares they hold are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they acquired the Shares. More particularly, a person is not a registered shareholder in respect of Shares which are held on behalf of that person (the “Non-Registered Holder”) but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and directors or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54101 (“NI 54101”) of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, Information Circular and form of proxy (collectively, the “Meeting Materials”) directly to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. By choosing to send the Meeting Materials directly, the Company (and not the Intermediary holding Shares on your behalf) has assumed responsibility for (i) delivering the Meeting Materials to you, and (ii) executing your proper voting instructions. The Company intends to pay for delivery of the meeting materials to the “objecting beneficial holders” (“OBOs” as defined in NI 54-101), and as a result, the OBOs should receive the Meeting Materials from their Intermediary.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders.

Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will receive either a voting instruction form or, less frequently, a form of proxy. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

(a) Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the form. Voting instruction forms in some cases permit the completion of the voting instruction form by telephone or through the Internet. If a Non-Registered Holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the

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Non-Registered Holder’s behalf), the Non-Registered Holder must strike out the names of the persons named in the form and insert the Non-Registered Holder’s (or such other person’s) name in the blank space provided and complete, sign and return the voting instruction form in accordance with the directions provided. A form of proxy giving the right to attend and vote will then be forwarded to the Non-Registered Holder.

(b) Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the Non-Registered Holder must complete the form of proxy and deposit it with Computershare as provided above. If a Non-Registered Holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the Non-Registered Holder must strike out the names of the persons named in the proxy and insert the Non-Registered Holder’s (or such other person’s) name in the blank space provided. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the management proxy nominees named in the form and insert the Non-Registered Holder’s name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

EXERCISE OF DISCRETION

The nominees named in the enclosed form of proxy will vote or withhold from voting the Shares represented thereby in accordance with the instructions of the shareholder on any ballot that may be called for. If a shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. The proxy will confer discretionary authority on the nominees named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified; and
(b) any other matter, including amendments to any of the foregoing, as may properly come before the Meeting or any adjournment thereof.

In respect of a matter for which a choice is not specified in the proxy, or unless otherwise provided in the proxy, the nominees named in the accompanying form of proxy will vote the Shares represented by the proxy for the approval of such matter.

As of the date of this Information Circular, management of the Company knows of no amendment, variation or other matter that may come before the Meeting, but if any amendment, variation or other matter properly comes before the Meeting each nominee intends to vote thereon in accordance with the nominee’s best judgement.

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VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

As of May 14, 2021, the Company had an issued share capital 120,389,611 Shares. Each Share carries the right to one vote at the Meeting. At a general meeting of shareholders of the Company every Entitled Shareholder shall have one vote for each share held as per the record date of May 14, 2021.

Only Entitled Shareholders, who either personally attend the Meeting or who complete and deliver an instrument of proxy in the manner set out in the Information Circular will be entitled to have their Shares voted at the Meeting. Resolutions 2 to 7, which will be proposed as ordinary resolutions of the Company (each requiring more than 50 per cent (50%) of the votes cast in favour of the resolution in order for it to be passed) and resolutions 8 and 9 which will be proposed as special resolutions of the Company (requiring at least 75 per cent (75%) of the votes cast in favour of the resolution in order for it to be passed).

To the knowledge of the directors and executive officers of the Company, as of May 14, 2021, the only person or company that beneficially owns, directly or indirectly, or exercises control or direction over, shares carrying more than 10% of the voting rights attached to all issued and outstanding Shares of the Company is as follows:

Shareholder	Number of Shares	Percentage of Issued Capital
Henry James Macfarlane Maxey	20,015,000	16.63%

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere in this Information Circular, none of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or executive officers of the Company since the commencement of the Company's last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein, none of the following persons has any material interest, direct or indirect, in any transactions since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries:

(a) any informed person of the Company;
(b) any management nominee for election as a director of the Company; or
(b) any associate or affiliate of any of the foregoing persons.

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STATEMENT OF EXECUTIVE COMPENSATION

This statement of executive compensation provides disclosure with respect to the Company’s financial periods ended December 31, 2020, December 31, 2019 and December 31, 2018.

For the purposes of this Information Circular:

“CEO” means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“CFO” means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“Named Executive Officers” or “NEOs” means the following individuals:

(a) each CEO;
(b) each CFO;
(c) each of the Company’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the financial year ended December 31, 2020, whose total compensation was, individually, more than $150,000, and
(d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the financial year ended December 31, 2020.

COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

During the financial year ended December 31, 2020, the Company had four Named Executive Officers: Dr. Dr. Adrian McArthur, CEO, President and a director, Soraia Morais, CFO, Vitor Belo, Principal Brazilian Mining Consultant and Gilbert Clark, former President and CEO.

Compensation Governance

During the financial year ended December 31, 2020, the Company awarded compensation to the NEOs pursuant to consulting agreements which are summarized below. The Company has a compensation program that includes paying base salaries and bonuses (cash or options) to the NEOs. The objectives of the compensation package are to recognize market pay and to compensate NEOs competitively for their skills, knowledge and experience.

Dr. Adrian McArthur – Dr. McArthur received a monthly fee of AUD$20,833 pursuant to a consulting agreement. On June 20, 2020, Dr. McArthur was appointed President and CEO and his monthly remuneration remains the same and he is entitled to a superannuation contribution of 5.5% of his monthly fees, payable quarterly, effective July 30, 2020.

Soraia Morais – Ms. Morais was appointed CFO effective April 20, 2020. As of April 13, 2020, Ms. Morais received a monthly fee of $5,000 per month pursuant to a service agreement. On November 1, 2020, the monthly fee was increased to $9,000.

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Vitor Belo – Mr. Belo received a monthly fee of BRL$45,200 pursuant to a consulting agreement. On October 1, 2020, the monthly fee was increased to US$11,000.

Gilbert Clark – During the financial year ended December 31, 2020, Mr. Clark resigned as President and CEO effective July 20, 2020. From February 4, 2020 to December 31, 2020, Mr. Clark received fees totaling CAD$110,000 pursuant to consulting fees. From July to December 2020, he also received Director’s fees of CAD$2,500 per month.

The Compensation committee is currently comprised of two directors, Charles Riopel and Gilbert Clark.

Although the Board may take into account executive compensation paid by companies comparable with the Company when determining executive compensation, no specific benchmarking policy is in place for determining compensation or any element of compensation.

The Company does not have a policy that would prohibit a NEO or director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. However, management is not aware of any NEO or director purchasing such an instrument.

Compensation Risk

The Company has not adopted a formal policy on compensation risk management nor has it engaged an independent compensation consultant. The Company recognizes that there may be risks in its current processes but given the size and number of executives dedicated on a full-time basis, the Company does not believe the risks to be significant.

Option-Based Awards

An option-based award is in the form of a rolling incentive stock option plan (the “Option Plan”). The objective of the Option Plan is to reward NEOs’, employees’ and directors’ individual performance. The criteria used to determine eligibility for granting option-based awards, including the term of each option and the vesting of each option, is at the discretion of the Board, based upon the individual’s level of responsibility, performance and comparative levels of compensation and previous grants awarded.

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SUMMARY COMPENSATION TABLE

Summary Compensation Table

The following table sets forth the compensation paid by the Company and its subsidiaries to the NEOs for the financial years ended December 31, 2020, 2019 and 2018.

Name and Principal Position	Year	Salary ($)	Share-based awards ($)	Option-based awards (1)(2) ($)	Non-equity incentive plan compensation ($)		Pension Value ($)	All Other Compensation(2) ($)	Total Compensation(2) ($)
					Annual incentive plans	Long-term incentive plans
Dr. Adrian	2020	Nil	N/A	Nil	N/A	N/A	N/A	166,485(4)	166,485
McArthur	2019	Nil	N/A	25,698	N/A	N/A	N/A	173,732(5)	199,430
President, CEO and Director(3)	2018	Nil	N/A	Nil	N/A	N/A	N/A	186,133(6)	186,133
Soraia Morais(7)	2020	Nil	N/A	49,266	N/A	N/A	N/A	38,539(8)	87,405
CFO	2019	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Vitor Belo	2020	Nil	N/A	Nil	N/A	N/A	N/A	113,247(9)	113,247
Principal Brazilian Mining Consultant	2019	Nil	N/A	91,781	N/A	N/A	N/A	127,332(10)	219,113
Gilbert Clark(11)	2020	Nil	N/A	Nil	N/A	N/A	N/A	95,532(12)	95,532
Executive	2019	Nil	N/A	143,178	N/A	N/A	N/A	Nil	143,178
Chairman	2018	Nil	N/A	Nil	N/A	N/A	N/A	Nil	Nil
Former CEO and President

Notes:
(1) The value of the option-based award was determined using the Black-Scholes option-pricing model.
(2) Amounts shown are expressed in US$.
(3) Dr. McArthur was appointed President and CEO effective July 20, 2020.
(4) Dr. McArthur provided geological and CEO consulting services and charged consulting fees of AUD$20,833 per month and a superannuation of 5.5%.
(5) Dr. McArthur provided geological consulting services and charged consulting fees of AUD$20,833 per month.
(6) Dr. McArthur provided geological consulting services and charged consulting fees of AUD$20,833 per month.
(7) Ms. Morais was appointed CFO effective April 20, 2020.
(8) Ms. Morais received $5,000 per month from April 13 to October 31, 2020, and $9,000 per month from November 1 to December 31, 2020.
(9) Mr. Belo provided research, mining and exploration of minerals services and charged consulting fees of BRL$45,200 per month pursuant to a consulting agreement from January 1, 2020 to September 30, 2020, and US$11,000 per month from October 1 to December 31, 2020.
(10) Mr. Belo provided research, mining and exploration of minerals services and charged consulting fees of BRL$90,400 per month from May 13, 2019 to August 13, 2019, and BRL$45,200 per month from August 13, 2019 to December 31, 2019.
(11) Mr. Clark resigned as President and CEO effective July 20, 2020 and was appointed Executive Chairman effective January 20, 2021.
(12) Mr. Clark charged consulting fees totaling $110,000 from February 4 to December 31, 2020, and Directors' fees of $2,500 per month from July 1 to December 31, 2020.

INCENTIVE PLAN AWARDS

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information in respect of all awards outstanding by the Company or its subsidiaries, directly or indirectly, to each of the NEOs at the end of the Company's financial period ended December 31, 2020.

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Name	Option-Based Awards				Share-Based Awards
	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the money Options(1) ($)	Number of Shares or Units of Shares that have not Vested (#)	Market or Payout Value of Share-Based Awards that have not Vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Dr. Adrian McArthur	372,874
348,016
460,000(2)	$0.44
$0.07
$0.45	May 17/22
Oct. 22/24
Feb. 26/26	Nil
48,722.24
Nil	N/A	N/A	N/A
Soraia Morais	348,016
200,000(2)	$0.10
$0.45	June 2/25
Feb. 26/26	38,281.76
Nil	N/A	N/A	N/A
Vitor Belo	1,242,915
200,000(2)	$0.07
$0.45	Oct. 22/24
Feb. 26/26	174,008.10
Nil	N/A	N/A	N/A
Gilbert Clark	1,938,947
295,000(2)	$0.07
$0.45	Oct. 22/24
Feb. 26/26	271,452.58
Nil	N/A	N/A	N/A

Note:
(1) Unexercised “in-the-money” options refer to those options in respect of which the market value of the underlying security as at the financial year ended December 31, 2020, exceeds the exercise or base price of the option. The closing price of the Company’s Shares as at December 31, 2020 was $0.21. Amounts shown are expressed in C$.
(2) These Options were granted on February 26, 2021.

Incentive Plan Awards – Value Vested or Earned

The following table sets forth the details in respect of all incentive plan awards to each of the NEOs and directors at the end of the Company’s financial period ended December 31, 2020.

Name	Option-based Awards – Value Vested During the Period ($)	Share-Based Awards – Value Vested During the Period ($)	Non-equity Incentive Plan Compensation – Value Earned During the Period ($)
Dr. Adrian McArthur	Nil	N/A	N/A
Soraia Morais	$49,266	N/A	N/A
Vitor Belo	Nil	N/A	N/A
Gilbert Clark	Nil	N/A	N/A

PENSION PLAN BENEFITS

The Company does not have in place any deferred compensation plan or pension plan that provides for payments or benefits at, following, or in connection with retirement.

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TERMINATION AND CHANGE OF CONTROL BENEFITS

As at December 31, 2020, the Company has certain consulting agreements with NEOs that include provisions for termination and/or other triggering events in a change of control situation.

Upon termination of Dr. McArthur’s consulting agreement, by either Dr. McArthur or the Company, subject to certain conditions, Dr. McArthur will be entitled to a severance payment equal to 12 months of his monthly fee. In the event the Company terminates Dr. McArthur agreement within 6 months of a Change of Control, the Company will pay to Dr. McArthur both the severance payments as per above and an additional payment equal to 12 months of his monthly fees. Change of Control is defined as: (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including any reorganization, amalgamation, arrangement, merger or consolidation or share transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Company), unless the Company’s shareholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of related transactions, at least 50% of the voting power of the surviving or acquiring entity (provided that the sale by the Company of its securities for the purposes of raising additional funds shall not constitute a Change of Control hereunder); (b) a sale of all or substantially all of the assets of the Company; or (c) the replacement of a majority of the number of directors at a general meeting of shareholders but only where new directors were not included as nominees for director in the Company’s management proxy information circular for such meeting.

In the event of a Change of Control of the Company, Mr. Belo or the Company will have the option to terminate the agreement within 6 months from the effective date of the Change of Control. Upon such termination Mr. Belo will entitled to 12 months of his monthly fee. Change of Control is defined as: (i) the sale by the Company of all or substantially of its assets; (ii) the acquisition by any person of shares or other securities of the Company having the rights of purchase, conversion or exchange into shares which together with securities of the Company held by such person, exceeds 50% of the issued and outstanding share; (iii) the amalgamation of the Company with or into any one or more other corporations (other than: (a) an amalgamation of the Company with or into a subsidiary of the Company; or (b) an amalgamation or merger of the Company unanimously recommended by the board of directors provided that the former holders of shares receive, in the aggregate and in their capacities as such, shares of the amalgamated corporation having attached thereto not less than 50% of the votes attached to all shares of such amalgamated or merged corporation); (iv) the election at a meeting of the Company’s shareholders of that number of persons which would represent a majority of the board of directors, who are not included in the slate for election as directors proposed to the Company’s shareholders by the Company; or (v) the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any transaction or series of transactions referred to in subsections (i), (ii), (iii) referred to above.

DIRECTOR COMPENSATION

During the financial period ended December 31, 2020, other than as disclosed in this Information Circular, the non-executive directors of the Company received no compensation for services rendered in such capacity (including salaries, director’s fees, commissions, bonuses paid for services rendered, bonuses paid for services rendered in a previous year, and any compensation).

Director Compensation Table

The following table provides information regarding compensation paid to the Company’s non-executive directors during the financial period ended December 31, 2020. Information regarding the compensation paid to the NEOs during the financial period ended December 31, 2020 (including as a director) is disclosed in the sections above relating to executive compensation.

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Name	Fees earned^{(1)} ($)	Share-based awards ($)	Option-based Awards^{(1)(2)} ($)	Non-equity incentive plan compensation ($)	Pension Value ($)	All Other Compensation ($)	Total^{(1)} ($)
Charles Riopel	36,995	N/A	Nil	N/A	N/A	Nil	36,995
John Skinner^{(3)}	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Mark Thompson^{(4)}	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Notes:
(1) Amounts shown are expressed in US$.
(2) The value of the option-based award was determined using the Black-Scholes option-pricing model.
(3) Mr. Skinner was appointed to the Board effective January 20, 2021.
(4) Mr. Thompson was appointed to the Board effective January 20, 2021.

Incentive Plan Awards

The following table provides information regarding all incentive plan awards for each non-executive director outstanding as of December 31, 2020. Information regarding the incentive plan awards for the NEOs during the financial period ended December 31, 2020 (including as a director) is disclosed in the sections above relating to executive compensation.

Outstanding Share-Based Awards and Option-Based Awards

Name	Option-Based Awards				Share-Based Awards
	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the money Options^{(1)} ($)	Number of Shares or Units of Shares that have not Vested (#)	Market or Payout Value of Share-Based Awards that have not Vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Charles Riopel	1,938,947
295,000^{(4)}	$0.07
$0.45	Oct. 22/24
Feb. 26/26	271,452.58
Nil	N/A	N/A	N/A
John Skinner^{(2)}	295,000^{(4)}	$0.45	Feb. 26/26	Nil	N/A	N/A	N/A
Mark Thompson^{(3)}	295,000^{(4)}	$0.45	Feb. 26/26	Nil	N/A	N/A	N/A

Note:
(1) Unexercised "in-the-money" options refer to those options in respect of which the market value of the underlying security as at the financial year ended December 31, 2020, exceeds the exercise or base price of the option. The closing price of the Company's Shares as at December 31, 2020 was $0.21. Amounts shown are expressed in C$.
(2) Mr. Skinner was appointed to the Board effective January 20, 2021.
(3) Mr. Thompson was appointed to the Board effective January 20, 2021.
(4) These Options were granted on February 26, 2021.

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Incentive Plan Awards – Value Vested or Earned

The following table provides information regarding the value vested or earned of incentive plan awards for each non-executive director for the financial period ended December 31, 2020. Information regarding the value vested or earned of incentive plan awards for the NEOs for the financial period ended December 31, 2020 is disclosed in the sections above relating to executive compensation.

Name	Option-based Awards – Value Vested During the Period ($)	Share-Based Awards – Value Vested During the Period ($)	Non-equity Incentive Plan Compensation – Value Earned During the Period ($)
Charles Riopel	Nil	N/A	N/A
John Skinner(1)	Nil	N/A	N/A
Mark Thompson(2)	Nil	N/A	N/A

Note:
(1) Mr. Skinner was appointed to the Board effective January 20, 2021.
(2) Mr. Thompson was appointed to the Board effective January 20, 2021.

Retirement Policy for Directors

The Company does not have a retirement policy for its directors.

Directors’ and Officers’ Liability Insurance

The Company and its subsidiaries maintain directors’ and officers’ liability insurance.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details of the Company’s compensation plans under which equity securities of the Company as of December 31, 2020.

Name	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders	7,074,666	$0.09	3,304,177
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total:	7,074,666	$0.09	3,304,177

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No executive officer, director, employee, former executive officer, former director, former employee, proposed nominee for election as a director, or associate of any such person has been indebted to the Company or its subsidiaries at any time since the commencement of the Company's financial period ended December 31, 2020. No guarantee, support agreement, letter of credit or other similar arrangement or understanding has been provided by the Company or its subsidiaries at any time since the beginning of the Company's financial period ended December 31, 2020 with respect to any indebtedness of any such person.

CORPORATE GOVERNANCE

National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") requires issuers to disclose the corporate governance practices that they have adopted and National Instrument 58-201 Corporate Governance Guidelines provides guidance on corporate governance practices. A full description of each of the corporate governance practices of the Company with respect to NI 58-101 is set out in Schedule "A" to this Information Circular.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

The Company is subject to National Instrument 52-110 Audit Committees ("NI 52-110"), which has been adopted by the Canadian Securities Administrators and which prescribes certain requirements in relation to audit committees. NI 52-110 requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditors, which is set forth below.

The Audit Committee's Charter

The Company's Audit Committee is governed by an audit committee charter, the text of which is set out in Schedule "B" of this Information Circular.

Composition of the Audit Committee

The Company's Audit Committee is currently comprised of three directors, Charles Riopel (Chair), John Skinner and Mark Thompson. All members of the Audit Committee are considered to be an independent member of the Audit Committee pursuant to the meaning of "independent" provided in NI 52-110 and all are considered financially literate as provided for in NI 52-110.

The Board plans to and feels it is more appropriate to reconstitute its Audit Committee and its other Board committees following the Meeting.

Relevant Education and Experience

This section describes the education and experience of the Company's Audit Committee members that is relevant to the performance of their responsibilities in that role

Charles Riopel - Mr. Riopel is an accomplished senior-level executive with over 25 years domestic / international investment experience in mining. He has managed over the year's both private and public investment funds. He is the founder and managing partner at Latitude 45°, a private equity fund specialized in mining. Prior thereto, he was Senior Investment Director at The Sentient Group, one of the largest PE Funds in mining with over US$2.7 billion under management. He served as Senior Investment

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Director Metals & Mining at the SGF from 2006 to 2012. He was appointed to the Board of Directors of the Company in May 2018. He is also a board member of North American Nickel, Premium Nickel Resources and the Foundation of Greater Montreal. He has served as a director and/or officer of several Canadian and international companies. He holds a Bachelor of Economics from Montreal University and a Masters in Business Administration from Laval University.

John Skinner – Mr. Skinner is based in Vancouver and has had a long career in the Vancouver investment industry having worked as a Senior Investment Advisor/ Partner at Yorkton Securities 1983-1998 and Canaccord Capital 2000-2009. With a focus primarily on mining, John helped build, finance and advise a significant number of successful ventures. In 2004 John and his wife Trish founded Painted Rock Estate Winery building the business from the ground up. When their first vintage was released, he retired from the investment industry. Painted Rock has twice been named the InterVin International Winery of the Year and has gained considerable international profile. John remains an active investor in the resource industry.

Mark Thompson – Mr. Thompson is based in London with over 26 years of experience in financial markets, physical and commodity derivatives trading, minerals exploration and mine development. He has held senior roles within banking, private equity and hedge fund businesses and has founded and sat on the boards of several junior mining companies in executive and non-executive roles. He consults widely within the metal derivatives industry, while recently he has been a driver behind the success of the private resource company Tungsten West Limited where he is Executive Chairman. Mark holds a B.A. in Physics from Oxford University.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year ended December 31, 2020, the Company’s Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year ended December 31, 2020, the Company has not relied on the exemptions contained in sections 2.4 De Minimis Non-Audit Services”, or Part 8 (Exemptions) of NI 52-110. Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non-audit services were provided. Part 8 permits a company to apply to a securities regulator authority for an exemption from the requirements of NI 52-110, in whole or in part.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company’s Board, and where applicable the Audit Committee, on a case-by-case basis.

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External Auditor Service Fees

The fees paid by the Company to its auditor in each of the last two financial years, by category, are as follows:

	Year ended December 31, 2020	Year ended December 31, 2019
Audit Fees	$114,695(1)	$174,205(2)
Audit-Related Fees	Nil	Nil
Tax Fees(3)	8,151	7,130
All Other Fees(4)	Nil	Nil
Total Fees Billed	$122,845	$182,660

Notes:
(1) In financial year ended December 31, 2020, audit fees were for professional services rendered by KPMG LLP and MHA MacIntyre Hudson
(2) In financial year ended December 31, 2019, audit fees were for professional services rendered by KPMG LLP and MHA MacIntyre Hudson
(3) Tax fees are related to the preparation of the Company’s UK corporate income tax return required by the tax authorities in the UK.
(4) Fees disclosed in the table above under “All Other Fees” relate to products and services other than the audit fees, audit-related fee and tax fees.

Audit Fees

Audit fees were for professional services rendered by KPMG LLP, in Canada, and MHA MacIntyre Hudson, in the United Kingdom, for the audit of the Company’s consolidated annual financial statements and services provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-related fees were for assurance and related services reasonably related to the performance of the audit or review of the annual statements that are not reported under “Audit Fees” above.

Tax Fees

Tax fees were for tax compliance, tax advice and tax planning professional services. These services consisted of tax compliance, including the review of tax returns and tax planning and advisory services relating to common forms of domestic and international taxation (i.e., income tax, capital tax, goods and services tax, payroll tax and value added tax).

All Other Fees

Fees disclosed in the table above under the item “All Other Fees” were incurred for services other than the audit fees, audit-related fees and tax fees described above. These services consisted of assistance in the documentation of processes and controls and disbursements made by the auditor on behalf of the Company.

Exemptions

The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

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PARTICULARS OF MATTERS TO BE ACTED UPON

1. Management report

Discussion of the 2020 management report prepared by the Board.

1. UK 2020 Annual Accounts

The Company is a reporting issuer in Canada and filed its consolidated audited annual financial statements for the year ended December 31, 2020 on May 3, 2021. Under applicable English corporate law, the Company is also required to complete an audit of the Company’s accounts on a standalone basis and to present such accounts for the financial year ended December 31, 2020 (the “UK 2020 Annual Accounts”) before the Meeting. The UK 2020 Annual Accounts will be provided to Entitled Shareholders in sufficient time to be properly considered at the Meeting. The UK 2020 Annual Accounts along with additional information concerning the Company will also be available on SEDAR at www.sedar.com.

It is proposed to adopt the UK 2020 Annual Accounts for the financial year ended December 31, 2020 as drawn up by the Board and signed by each director.

1. Setting the Number of Executive and Non-Executive Directors

The Board presently consists of five directors. Shareholders will be asked, at the Meeting to determine the number of directors for the ensuing year. It is proposed to determine that the Board will consist of two executive directors and three non-executive directors.

1. Appointment of directors of the Board

The term of office of each of the present directors expires at the close of the Meeting.

Each of the present directors has stated his or her willingness to accept a reappointment.

The Board nominated each of the present directors, as listed below, for appointment for a term of office expiring at the close of the annual general meeting of the Company to be held in 2022. The management’s nominees proposed by management as proxyholders in the accompanying form of proxy intend to vote for the appointment of these nominees. Management does not contemplate that any of these nominees will be unable to serve as a director.

In accordance with the Statues the persons nominated for appointment as director shall be appointed by ordinary resolution at the Meeting. Currently the directors of the Company are Messrs. McArthur, Clark, Riopel, Skinner and Thompson.

The following information relating to the nominees for election as directors of the Company is as at May 14, 2021 and is based on information received by the Company from said nominees, and sets forth the names and municipality of residence of the persons either nominated for or presently holding office as directors, the number of Shares beneficially owned, directly or indirectly, or over which each exercises control and direction, the period served as director and the principal occupation during the last five years of each nominee:

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Name and Municipality of Residence and Office Held, if any	Present Principal Occupation for past five years	Date First Elected as a Director	Number of Voting Shares Beneficially Owned, Directly or Indirectly, or Controlled by Proposed Director^{(1)}
Dr. Adrian McArthur^{(4)}
Brisbane, Australia	Dr. McArthur is the President and Chief Executive Officer of the Company and has over 25 years of experience in exploration, resource delineation and project generation roles for industrial minerals, gold and base metals. He acts as the Qualified Person for the Company and oversees exploration strategy the Company’s projects, currently focused on copper-gold mineralization. Dr. McArthur holds a B.S.c. Hons, PhD from Monash is a fellow of AusIMM.	Director Nominee
Appointed July 20, 2020	185,000
Gilbert Clark^{(2)(4)(5)}
Le Rouret, France	Mr. Clark served as a Partner with Sentient Equity Partners from 2017 until his recent retirement. Prior to this he was a Senior Investment Advisor and Director at Sentient Asset Management Canada. Mr. Clark has been Managing Director of European Mining Services, a Private Mining Consultancy since 2003. Previously, he has been involved in private equity investments and appraisals primarily in the mining and energy sectors.	June 29, 2018	1,043,800
Charles Riopel^{(2)(3)(5)}
Quebec, Canada	Mr. Riopel is an accomplished senior-level investment executive with over 25 years domestic / international investment experience in mining. He has managed over the year’s both private and public investment funds. He is the founder and managing partner at Latitude 45^{°}, a private equity fund specialized in mining. Prior thereto, he was Senior Investment Director at The Sentient Group, one of the largest PE Funds in mining with over US$2.7 billion under management. He served as Senior Investment Director Metals & Mining at the SGF from 2006 to 2012. He was appointed to the Board of Directors of the Company in May 2018. He is also a board member of North American Nickel, Premium Nickel Resources and the Foundation of Greater Montreal. He has served as a director and/or officer of several Canadian and international companies. He holds a Bachelor of Economics from Montreal University and a Masters in Business Administration from Laval University.	May 24, 2018	666,666

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| John Skinner (2)(5)
British Columbia, Canada | Mr. Skinner is based in Vancouver and has had a long career in the Vancouver investment industry having worked as a Senior Investment Advisor/ Partner at Yorkton Securities 1983-1998 and Canaccord Capital 2000-2009. With a focus primarily on mining, John helped build, finance and advise a significant number of successful ventures. In 2004 John and his wife Trish founded Painted Rock Estate Winery building the business from the ground up. When their first vintage was released, he retired from the investment industry. Painted Rock has twice been named the InterVin International Winery of the Year and has gained considerable international profile. John remains an active investor in the resource industry and has been a strong supporter of the Company since July 2020. | Director Nominee
Appointed January 20, 2021 | 2,607,666(6) |
| --- | --- | --- | --- |
| Mark Thompson (2)(4)(5)
London, United Kingdom | Mr. Thompson is based in London with over 26 years of experience in financial markets, physical and commodity derivatives trading, minerals exploration and mine development. He has held senior roles within banking, private equity and hedge fund businesses and has founded and sat on the boards of several junior mining companies in executive and non-executive roles. He consults widely within the metal derivatives industry, while recently he has been a driver behind the success of the private resource company Tungsten West Limited where he is Executive Chairman. Mark holds a B.A. in Physics from Oxford University and has been a strong supporter of the Company since July 2020. | Director Nominee
Appointed January 20, 2021 | 3,571,500(7) |

Notes:
(1) Information as to Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, is based upon information furnished to the Company by the nominees.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.
(4) Member of the Governance Committee.
(5) Member of the Disclosure Committee.
(6) Of these Shares, 441,000 are held personally and 2,166,666 are beneficially held in the name of Patricia Skinner.
(7) Of these Shares, 1,200,000 are beneficially held in the name of Pershing Securities and 2,371,500 are beneficially held in the name of Platform Securities.

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

The terms of office of those nominees who are presently directors will expire as of the close of the Meeting. All of the directors who are elected at the Meeting will have their term of office expire at the close of the next annual general meeting of shareholders of the Company.

Other than as set forth herein, no person nominated as director of the Company is, or within the 10 years before the date of this Information Circular has been, a director or executive officer of any company that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

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(b) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

(c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

No person nominated as director of the Company has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

The above information was provided to the Company by the nominees.

5. Appointment of Auditor

It is proposed to appoint KPMG LLP, Chartered Accountants (“KPMG”), of Bay Adelaide Centre, 333 Bay Street, Suite 4600, Toronto, Ontario, M5H 2S5, as auditor of the Company until the next annual general meeting of shareholders of the Company. KPMG has been the auditors of the Company since November 28, 2016. Prior to KPMG’s appointment of Auditor of the Company, the Company was a private company and was not audited.

6. Incentive Stock Option Plan

On December 15, 2016, the Board amended the Company’s Stock Option Plan (the “Plan”) which was subsequently approved by shareholders at the Company’s annual general meeting held on June 29, 2017 and reapproved by shareholders at the Company’s annual general meeting held on June 29, 2018 and June 21, 2019 and June 30, 2020. The Plan is a rolling stock option plan. The TSX Venture Exchange (the “Exchange”) policies state that rolling plans must receive shareholder approval yearly, at the Company’s annual general meeting. Accordingly, the shareholders will be asked to approve, at the Meeting, the Plan, conditional upon receipt of all necessary regulatory approvals.

The purpose of the Company Stock Option Plan is to attract, retain and motivate management, staff, consultants and other qualified individuals by providing them with the opportunity, through share options, to acquire a proprietary interest in the Company and benefit from its growth. The options are non-assignable and may be granted for a term not exceeding that permitted by the Exchange, currently 10 years. As of May 14, 2021, there are 10,409,666 options outstanding.

A copy of the Plan may be obtained, upon written request, from the Company at c/o Osler, Hoskin & Harcourt LLP, Suite 1700, Guinness Tower, 1055 West Hastings Street, Vancouver, BC, V6E 2E9.

Highlights of the Plan are as follows:

1. the Plan will be administered by the Board or, if the Board so designates, a Committee of the Board appointed in accordance with the Company Stock Option Plan to administer the Company Stock Option Plan;
2. the maximum number of shares in respect of which options may be outstanding under the Plan at any given time is equivalent to 10% of the issued and outstanding shares of the Company (the “Outstanding Shares”) at that time;

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1. an option granted under the Plan will terminate one year following the death of the Optionee. This provision does not have the effect of extending the term of an option which would have expired earlier in accordance with its terms, and does not apply to any portion of an option which had not vested at the time of death;

2. if an Optionee ceases to be an Eligible Participant, no Option held by such Optionee may be exercised 30 days following the date on which such Optionee ceases to be an Eligible Participant;

3. no one individual may receive options on more than 5% of the Outstanding Shares in any 12 month period, unless the Company has obtained disinterested shareholder approval;

4. as long as required by Exchange policy, no one consultant may receive options on more than 2% of the Outstanding Shares in any 12 month period, and options granted to persons employed to provide investor relations services may not exceed, in the aggregate, 2% of the Outstanding Shares in any 12 month period;

5. the exercise price of options is subject to the discretion of the Plan administrator, provided however that options may not be granted at prices that are less than the lowest exercise price permitted by any Exchange;

6. any amendment of the terms of an option shall be subject to any required regulatory and shareholder approvals;

7. options granted under the Plan are not assignable, negotiable or otherwise transferable other than by will or the laws of descent and distribution and, subject to the terms of the Plan, are exercisable only by the optionee and their legal heirs or personal representatives; and

8. in the event of a reorganization of the Company or the amalgamation, merger or consolidation of the shares of the Company, the Board shall make such appropriate provision for the protection of the rights of the optionee as it may deem advisable.

The Plan does not provide for any financial assistance or support to be provided to optionees by the Company or any affiliated entity of the Company to facilitate the purchase of shares under the Plan.

Accordingly, subject to Statutes, as amended from time to time, shareholder approval of the Plan will constitute approval for the Board to approve any grants made under the Plan, without further approval from the shareholders other than as may be required by the Plan.

A proposal with respect to a grant of (rights to subscribe for) shares in the capital of the Company to directors of the Company shall require prior approval of the general meeting of shareholders of the Company, such proposal setting out the criteria applicable to the grant or an amendment thereof and the number of (rights to subscribe for) shares that may be granted.

1. Allotment of shares

It is proposed to authorize the Board to allot equity securities up to a maximum aggregate nominal amount of 300,000,000 shares. This authority will expire on June 30, 2022 or at the conclusion of the next annual general meeting, whichever is the earlier.

The Company is aggressively exploring its mineral projects in Brazil which requires it to be in a position to access capital markets in an efficient manner as market conditions permit to raise additional capital for exploration programs. The Company may issue additional equity securities for this purpose.

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1. Allotment of Shares for cash, disapplying pre-emption rights

It is proposed to authorize the Board to issue equity securities on a non-pre-emptive basis up to a maximum aggregate nominal value of 300,000,000 shares. This authority will expire on June 30, 2022 or at the conclusion of the next annual general meeting, whichever is the earlier.

The Company is aggressively exploring its mineral projects in Brazil which requires it to be in a position to access capital markets in an efficient manner as market conditions permit to raise additional capital for exploration programs. The Company may issue additional equity securities for this purpose.

1. Dividend policy

Discussion of the Company’s dividend policy. The Company does not expect to make any dividend or other distributions in the foreseeable future.

ADDITIONAL INFORMATION

Additional Information concerning the Company is available on SEDAR at www.sedar.com. Financial Information concerning the Company is provided in the Company’s comparative financial statements and Management’s Discussion and Analysis for the financial year ended December 31, 2020. Shareholders who have not received a copy of the Company’s financial statements and Management’s Discussion and Analysis may contact the Company directly as follows:

MERIDIAN MINING UK SOCIETAS
6th Floor, 65 Gresham Street
London
EC2V 7NQ
United Kingdom
Tel: 778 715 6410
www.meridianmining.co

BOARD APPROVAL

The contents of this Information Circular have been approved and its mailing has been authorized by the board of directors of the Company.

DATED at London, United Kingdom, this 28th day of May, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Gilbert Clark”

Gilbert Clark
Executive Chairman

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SCHEDULE “A”

MERIDIAN MINING UK SOCIETAS
(the “Company”)

CORPORATE GOVERNANCE COMPLIANCE TABLE

The following table sets out the corporate governance practices of the Company with respect to NI 58-101. The Company constantly monitors evolving best practices for corporate governance.

| | GOVERNANCE
DISCLOSURE GUIDELINE
UNDER NI 58-101 | COMMENTS |
| --- | --- | --- |
| 1. | Board of Directors
(a) Disclose the identity of the directors who are independent. | The Board currently is comprised of five directors, three of the directors are independent and two are not independent. The Board considers that Charles Riopel, John Skinner and Mark Thompson are independent directors. |
| | (b) Disclose the identity of the directors who are not independent, and describe the basis for that determination. | The Board considers that Dr. Adrian McArthur is not an independent director because he is the President, Chief Executive Officer of the Company. Gilbert Clark is not an independent director because he is the Executive Chairman of the Company. The Board is responsible for determining whether or not each director is an independent director. To do this, the Board analyzes all the relationships of the directors with the Company and its subsidiaries. Those directors who do not meet the meaning of independence as provided in NI 58-101 were deemed to not be independent directors. More information about each director can be found on pages 16 to 19 of this Information Circular. |
| 2. | Directorship
If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer. | The following directors currently serve on the Board of the reporting issuer(s) (or equivalent) listed below:
Dr. Adrian McArthur: Nil
Gilbert Clark: Nil
Charles Riopel: North American Nickel Inc.
John Skinner: Nil
Mark Thompson: Nil |
| 3. | Orientation and Continuing Education
Describe what steps, if any, the Board takes to orientate new board members and describe what measures, if any, the Board takes to provide continuing education for directors. | Currently, the Board does not have a formal orientation or education program for its members.
While the Company does not have formal orientation and training programs, new directors are provided with access to publicly filed documents of the Company, technical reports, internal financial information, and management and technical experts and consultants. The Board provides all new directors with relevant corporate and business information. |

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| 4. | Ethical Business Conduct
Describe what steps, if any, the Board takes to encourage and promote a culture of ethical business conduct. | The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Under the corporate legislation, the directors shall be guided by the interests of the Company and its enterprise. A director shall not participate in deliberations and the decision-making process in the event of a direct or indirect personal conflict of interest between that director and the Company or its enterprise. It is considered best practice that any transaction in which a director has such personal conflict of interest shall be conducted at arm’s length. |
| --- | --- | --- |
| 5. | Nomination of Directors
Describe what steps, if any, are taken to identify new candidates for Board nomination, including:
(a) who identifies new candidates, and
(b) the process of identifying new candidates. | The Governance Committee is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting the shareholders.

New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required, shown support for the Company’s mission and strategic objectives, and a willingness to serve. |
| 6. | Compensation
Describe what steps, if any are taken to determine compensation for the directors and Chief Executive Officer, including:
(a) who determines compensation; and
(b) the process of determining compensation. | The Compensation Committee reviews, as needed, compensation to directors and to officers with respect to industry comparables and with regards to the particular circumstances of the Company. For more information regarding compensation paid to directors and executives, see pages 6 to 12 of this Information Circular. |
| 7. | Other Board Committees
If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function. | In addition to the Audit Committee, the Board has a Compensation Committee, a Disclosure Committee and a Governance Committee.

The Company’s Audit Committee is currently comprised of three directors, Charles Riopel (Chair), John Skinner and Mark Thompson. The Audit Committee is intended to, among other things, assist the Board overseeing the integrity of the Company’s financial statements, establishment of systems of internal controls and compliance with legal and regulatory requirements.

The Compensation Committee is currently comprised of two directors, Charles Riopel (Chair) and Gilbert Clark. The Compensation Committee is intended to, among other things, assist the Board with respect to executive compensation, the Company’s remuneration policy, compensation of directors of the Board and remuneration reports. |

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| | | The Disclosure Committee is currently comprised of four directors, Gilbert Clark, Charles Riopel, John Skinner and Mark Thompson. The Disclosure Committee is intended to, among other things, assist the Board in (i) determining whether information is material information, (ii) determining whether there is satisfactory evidence to support disclosure of the information, (iii) determining applicable cautionary language or disclaimers to be inserted in conjunction with the information, and (iv) the timely disclosure of material information in accordance with securities laws. The Disclosure Committee is also responsible for monitoring compliance with policy and overseeing the disclosure controls, procedures and practices of the Company.

The Governance Committee is currently comprised of three directors, Mark Thompson (Chair), Gilbert Clark and Dr. Adrian McArthur. The Governance Committee is intended to, among other things, assist the Board in the adoption of governance principles and the review and assessment of operational effectiveness of the Companies’ risk and risk management policies. |
| --- | --- | --- |
| 8. | Assessments
Disclose what steps, if any, that the Board takes to satisfy itself that the Board, its committees, and its individual directors are performing effectively. | The Board does not have any formal policies to evaluate the effectiveness of the Board, its committees and the individual directors. The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees. The Board may appoint a special committee of the directors to evaluate the Board, its committees and assess the contribution of its individual directors and to recommend any modifications to the functioning and governance of the Board and its committees. To date, the Board has not appointed any such special committees of directors to perform such analysis. |

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SCHEDULE “B”
MERIDIAN MINING UK SOCIETAS
(the “Company”)
AUDIT COMMITTEE CHARTER

PURPOSE OF THE COMMITTEE

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company is to provide an open avenue of communication between management, the Company’s independent auditor and the Board and to assist the Board in its oversight of:

• the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices;
• the Company’s compliance with legal and regulatory requirements related to financial reporting; and
• the independence and performance of the Company’s independent auditor.

The Committee shall also perform any other activities consistent with this Charter, the Company’s Statutes and governing laws as the Committee or Board deems necessary or appropriate.

COMPOSITION OF THE COMMITTEE

The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Committee shall elect a Chairman from among their number. A majority of the members of the Committee must not be officers or employees of the Company or of an affiliate of the Company.

COMMITTEE MEETINGS

The quorum for a meeting of the Committee is a majority of the members who are not officers or employees of the Company or of an affiliate of the Company. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures. The Committee’s role is one of oversight.

Management is responsible for preparing the Company’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The independent auditor’s responsibility is to audit the Company’s financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in accordance with GAAP.

The Committee is responsible for recommending to the Board the independent auditor to be nominated for the purpose of auditing the Company’s financial statements, preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, and for reviewing and recommending

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the compensation of the independent auditor. The Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditor. The independent auditor shall report directly to the Committee.

AUTHORITY AND RESPONSIBILITIES

In addition to the foregoing, in performing its oversight responsibilities the Committee shall:

1. Monitor the adequacy of this Charter and recommend any proposed changes to the Board.
2. Review the appointments of the Company’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.
3. Review with management and the independent auditor the adequacy and effectiveness of the Company’s accounting and financial controls and the adequacy and timeliness of its financial reporting processes.
4. Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.
5. Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.
6. Review the Company’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.
7. Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Company, including consideration of the independent auditor’s judgment about the quality and appropriateness of the Company’s accounting policies. This review may include discussions with the independent auditor without the presence of management.
8. Review with management and the independent auditor significant related party transactions and potential conflicts of interest.
9. Pre-approve all non-audit services to be provided to the Company by the independent auditor.
10. Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and the Company and all non-audit work performed for the Company by the independent auditor.
11. Establish and review the Company’s procedures for the:
12. receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and
13. confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.

B-2

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1. Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Company.

2. Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of National Instrument 52-110, the Business Corporations Act (British Columbia) and the Statues of the Company.

B-3