Meridian Mining — Proxy Solicitation & Information Statement 2024

May 3, 2024

MERIDIAN MINING UK SOCIETAS

Computershare

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

Security Class

Holder Account Number

Form of Proxy - Annual and Special Meeting to be held on Tuesday, June 4, 2024

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.

Proxies submitted must be received by 5:00 pm (London, UK time), on Friday, May 31, 2024.

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.

To Receive Documents Electronically

• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

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

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Appointment of Proxyholder

I/We being holder(s) of securities of Meridian Mining UK Societas (the "Company") hereby appoint: Bruce McLeod, Chairman, or failing this person, Gilbert Clark, Chief Executive Officer of the Company, or failing this person, James McLucas, Vice President of Corporate Development of the Company (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than D. Bruce McLeod, Gilbert Clark and James McLucas.

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 Meeting of shareholders of the Company to be held at 4 More London Riverside, London SE1 2AU, United Kingdom on Tuesday, June 4, 2024, at 5:00 pm (London, UK time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors	For	Withhold	For	Withhold	For	Withhold
01. Bruce McLeod, as non-executive director	☐	☐	02. Gilbert Clark, as executive director	☐	☐	03. Adrian McArthur, as executive director
04. Susanne Sesselmann, as non-executive director	☐	☐	05. John Skinner, as non-executive director	☐	☐	06. Douglas Ford, as non-executive director
07. Neil Gregson, as non-executive director	☐	☐
					For	Withhold
2. Appointment of Auditors					☐	☐
Appointment of KPMG LLP, Chartered Professional Accountants, as auditors of the Company and authorizing the directors to determine their remuneration.					☐	☐
					For	Withhold
3. Appointment of Auditors in the United Kingdom					☐	☐
Appointment of PKF Littlejohn LLP as the auditor of the Company in the United Kingdom to hold office from the conclusion of the Meeting until the conclusion of the next annual general meeting of shareholders of the Company and authorizing the directors to determine PKF Littlejohn LLP's remuneration.					☐	☐
					For	Against
4. UK 2023 Annual Accounts					☐	☐
To discuss and adopt the UK 2023 annual accounts of the Company.					☐	☐
					For	Against
5. Allotment of Shares					☐	☐
To authorize the Board to allot shares in the capital of the Company or grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of €1,000,000 (which equates to 100,000,000 ordinary (common) shares), as more particularly described in the accompanying management information circular.					☐	☐
					For	Against
6. Allotment of Shares for cash, disapplying Pre-emptive Rights					☐	☐
To subject to the passing of resolution number 5, empower the Board to issue equity securities for cash on a non-pre-emptive basis up to an aggregate nominal amount of €1,000,000 (which equates to 100,000,000 ordinary (common) shares), as more particularly described in the accompanying management information circular.					☐	☐

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.

Signature(s)

Date

DD / MM / YY

CJZQ

364230

ARO