Meridian Mining — Proxy Solicitation & Information Statement 2021

Jun 3, 2021

MERIDIAN MINING UK SOCIETAS

Computershare

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual and Special General Meeting to be held on Wednesday, June 30, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 9:00 am (Vancouver time) on Monday, June 28, 2021.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01QVBB

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Appointment of Proxyholder

I/We being holder(s) of securities of Meridian Mining UK Societas (the "Company") hereby appoint: Gilbert Clark, Executive Chairman of the Company, or failing this person, Adrian McArthur, President, Chief Executive Officer and director of the Company (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than Gilbert Clark or Adrian McArthur.

☐ as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual and Special General Meeting of shareholders of the Company to be held at 201 Bishopsgate, London, United Kingdom on Wednesday, June 30, 2021 at 5:00 pm (London, UK time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

	For	Against
1. Number of Directors
To set the number of Executive and Non-Executive Directors.	☐	☐

1. Election of Directors

	For	Withhold		For	Withhold		For	Withhold
01. Adrian McArthur, as executive director	☐	☐	02. Gilbert Clark, as executive director	☐	☐	03. Charles Riopel, as non-executive director	☐	☐
04. John Skinner, as non-executive director	☐	☐	05. Mark Thompson, as non-executive director	☐	☐
	For	Withhold
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3. Appointment of Auditors
Appointment of KPMG LLP, Chartered Accountants as Auditors of the Company for the ensuing year.	☐	☐
	For	Against
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4. UK 2020 Annual Accounts
To discuss and adopt the UK 2020 annual accounts of the Company (such including the Company's financial statements for the financial year ended December 31, 2020).	☐	☐
5. Stock Option Plan
To adopt and approve the stock option plan of the Company, as more particularly described in the accompanying management information circular.	☐	☐
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6. Allotment of Shares
To authorize the Board to allot equity securities up to a maximum aggregate nominal amount of 300,000,000 shares, as more particularly described in the accompanying management information circular.	☐	☐
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7. Allotment of Shares for cash, disapplying Pre-emptive Rights
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, as more particularly described in the accompanying management information circular.	☐	☐
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Signature(s)		Date
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		MM / DD / YY

Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

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Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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