No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement, together with the accompanying short form base shelf prospectus dated February 24, 2023 to which it relates, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference herein or therein, as amended or supplemented, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. See "Plan of Distribution".

The offering of these securities has not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the applicable securities laws of any state of the United States, and may not be offered or sold in the United States, its territories or possessions, any State of the United States or the District of Columbia (collectively, the "United States") except in transactions exempt from registration under the U.S. Securities Act and under the securities laws of any applicable state of the United States. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in the United States. See "Plan of Distribution".

Information has been incorporated by reference in this prospectus supplement, and in the accompanying short form base shelf prospectus dated February 24, 2023 from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Meridian Mining UK Societas at Suite 1305 - 1090 West Georgia Street, Vancouver, British Columbia V6E 3V7, telephone: 1 (778) 715-6410 or email: [email protected] and are also available electronically at www.sedarplus.ca

PROSPECTUS SUPPLEMENT

to the Short Form Base Shelf Prospectus dated February 24, 2023

New Issue

April 3, 2024

MERIDIAN

MINING

MERIDIAN MINING UK SOCIETAS

$17,500,000

50,000,000 Common Shares

This prospectus supplement ("Prospectus Supplement") of Meridian Mining UK Societas (the "Company", "Meridian", "us", "we" or "our"), together with the short form base shelf prospectus dated February 24, 2023 (the "Base Shelf Prospectus" and, as supplemented by this Prospectus Supplement, the "Prospectus"), qualifies the distribution (the "Offering") of 50,000,000 of our common shares (the "Offered Shares") at a price of $0.35 per Offered Share (the "Offering Price") for aggregate gross proceeds of $17,500,000. The Offering is being made pursuant to the terms and conditions of an underwriting agreement dated April 3, 2024 (the "Underwriting Agreement") among Meridian, Beacon Securities Limited and BMO Nesbitt Burns Inc. (the "Joint Bookrunners"), as joint bookrunners, and CIBC World Markets Inc., Cormark Securities Inc., Raymond James Ltd. and SCP Resources Finance LP (collectively with the Joint Bookrunners, the "Underwriters").

The Offering Price and the other terms of the Offering were determined by arm's length negotiation between Meridian and the Joint Bookrunners, on behalf of the Underwriters, with reference to the prevailing market price of our common shares (the "Common Shares") on the Toronto Stock Exchange (the "TSX") and other factors. See "Plan of Distribution".

Our issued and outstanding Common Shares are listed and posted for trading on the TSX under the symbol "MNO", on the OTCQX Best Market ("OTCQX") under the trading symbol "MRRDF" and on the Frankfurt Stock Exchange ("FRA") under the symbol "2MM". On April 2, 2024, the last trading day before the filing of this Prospectus Supplement, the closing price of the Common Shares on the TSX, the OTCQX and the FRA was $0.36, US$0.2654 and €0.235, respectively. It is a condition to completion of the Offering that the Offered Shares issuable pursuant to this Offering (including the Compensation Shares issuable on exercise of the Compensation Warrants) be approved for listing on the TSX. Listing will be subject to us fulfilling all listing requirements of the TSX. The Company has

applied to list the Offered Shares, Compensation Shares (as defined herein) and Over-Allotment Shares (as defined herein) issued or issuable pursuant to the Offering and the exercise of the Over-Allotment Option (as defined herein) on the TSX.

Price $0.35 per Offered Share

	Price to the Public	Underwriting Commission(1)	Net Proceeds to the Company (2)
Per Offered Share	$0.35	$0.021	$0.329
Total(3)	$17,500,000	$1,050,000	$16,450,000

Notes:

(1) Pursuant to the Underwriting Agreement, we have agreed to pay to the Underwriters a cash fee (the "Underwriting Commission") representing 6.0% of the aggregate gross proceeds of the Offering (or $0.021 per Offered Share), including any proceeds realized from the sale of any Over-Allotment Shares (as defined herein). A reduced Underwriting Commission of 3.0% will be payable on the Offered Shares with respect to sales made to certain investors as substitute purchasers on a president's list (the "President's List") agreed to between the Company and the Joint Bookrunners. The Company expects that investors on the President's List will subscribe for $7,865,501 of the Offered Shares, which would result in a total Underwriting Commission of $814,035, not including any Underwriting Commission on proceeds realized from the sale of any Over-Allotment Shares. As additional consideration for the services rendered in connection with the Offering, the Company has agreed to issue to the Underwriters on the Closing Date that number of compensation warrants of the Company (the "Compensation Warrants") as is equal to 6.0% of the number of Common Shares sold under the Offering, including in respect of any exercise of the Over-Allotment Option (as defined herein). No Compensation Warrants will be issued to the Underwriters with respect to sales made to investors on the President's List. The Company will issue 1,651,628 Compensation Warrants to the Underwriters, before giving effect to any exercise of the Over-Allotment Option. Each Compensation Warrant will be exercisable to purchase, subject to adjustment in certain circumstances, one Common Share (each, a "Compensation Share") at a price of $0.35 for a period of 24 months following the Closing Date (as defined herein). This Prospectus also qualifies the issuance of the Compensation Warrants. See "Plan of Distribution".

(2) After deducting the Underwriting Commission, but before deducting expenses related to the Offering estimated at $550,000 which will be paid from the proceeds of the Offering and prior to giving effect to the exercise of the Over-Allotment Option.

(3) We have granted to the Underwriters an option (the "Over-Allotment Option"), exercisable in whole or in part in the sole discretion of the Underwriters at any time until the date which is 30 days following the Closing Date (as defined herein), to purchase up to an additional 15% of the Offering, or 7,500,000 Common Shares (the "Over-Allotment Shares") at a price of $0.35 per Over-Allotment Share to cover over-allotments, if any, and for market stabilization purposes. In all circumstances, the number of Over-Allotment Shares available to be sold is subject to the maximum amounts allowable under the Prospectus. If the Over-Allotment Option is exercised in full, the total "Price to the Public", the "Underwriting Commission" and the "Net Proceeds to the Company" (before deducting expenses of the Offering) will be $20,125,000, $971,535, and $19,153,465, respectively, assuming no sales of Over-Allotment Shares to investors on the President's List. This Prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares upon exercise of the Over-Allotment Option. Any purchaser who acquires Common Shares forming part of the Underwriters' over-allocation position acquires such securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See "Plan of Distribution".

The following table sets out the maximum number of Over-Allotment Shares and Compensation Shares that may be issued by us to the Underwriters pursuant to the Over-Allotment Option and Compensation Warrants, respectively, granted to the Underwriters:

Underwriters' Position	Maximum Size	Exercise Period	Exercise Price
Over-Allotment Option	7,500,000 Over-Allotment Shares	Up to 30 days from and including the Closing Date	$0.35 per Over-Allotment Share
Compensation Warrants	2,101,628 Compensation Shares(1)	24 months from the Closing Date	$0.35 per Compensation Warrant

(1) Assumes the Over-Allotment Option is exercised in full and the participation of purchasers on the President List as described in Note (1) above. No Compensation Warrants will be issued to the Underwriters with respect to sales made to investors on the President's List.

Unless the context otherwise requires, all references to the “Offering”, “Offered Shares”, “Compensation Warrants” and “Compensation Shares” herein includes all Over-Allotment Shares issuable pursuant to the exercise of the Over-Allotment Option.

The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by us and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under the heading “Plan of Distribution” and is subject to the approval of certain legal matters on our behalf by Osler, Hoskin & Harcourt LLP and on behalf of the Underwriters by Borden Ladner Gervais LLP.

The Offered Shares will be offered in British Columbia, Alberta and Ontario through the Underwriters or their affiliates who are registered to offer the Offered Shares for sale in such provinces and such other registered dealers as may be designated by the Underwriters. Subject to applicable law, the Underwriters may offer the Offered Shares, through one or more of their duly registered broker-dealers in each applicable jurisdiction, in the United States (as defined in Rule 902(1) of Regulation S, promulgated under the U.S. Securities Act), and in such other jurisdictions outside of Canada and the United States as agreed between the Company and the Underwriters, in each case in accordance with applicable laws provided that no prospectus, registration statement or similar document is required to be filed in any such jurisdiction.

In connection with the Offering and subject to applicable laws, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares in accordance with applicable market stabilization rules. Such transactions, if commenced, may be discontinued at any time. The Offered Shares sold by the Underwriters to the public will initially be offered at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at the Offering Price specified on the cover page, the Underwriters may change the Offering Price and the other selling terms to an amount not greater than the Offering Price set forth on the cover page, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds paid by the Underwriters to us. Any such reduction in price will not affect the proceeds received by us. See “Plan of Distribution”.

It is expected that the completion of the sale of the Offered Shares pursuant to the Offering (the “Closing”) will take place on April 9, 2024, or on such other date as may be agreed upon by us and the Joint Bookrunners, on behalf of the Underwriters (the “Closing Date”), however, the Offered Shares are to be taken up by the Underwriters, if at all, on or before the date that is not later than 42 days after the date thereof.

Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Except in certain limited circumstances and as may be otherwise agreed by us and the Underwriters, the Offering will be conducted under the book-based system operated by CDS Clearing and Depository Services Inc. (“CDS”). Subject to certain exceptions, a purchaser of Offered Shares will receive a customary confirmation from the registered dealer from or through whom Offered Shares are purchased and who is a CDS participant. CDS will record the CDS participants who hold Offered Shares on behalf of owners who have purchased Offered Shares in accordance with the book-based system. No certificates evidencing the Offered Shares will be issued to subscribers, except in certain limited circumstances, and, as such, a purchaser of Offered Shares will only receive a customer confirmation from the registered dealer through which the Offered Shares are purchased. See “Plan of Distribution”.

An investment in the Offered Shares is highly speculative and involves a high degree of risk and should only be made by persons who can afford the total loss of their investment. Investors should carefully consider the risk factors described or incorporated by reference in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein. See “Cautionary Note Regarding Forward-Looking Information” and “Risk Factors” in this Prospectus Supplement as well as the Prospectus and other risk factors included in the documents incorporated by reference herein and therein which are available electronically at www.sedarplus.ca.

Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences both in Canada and in the United States, including the Canadian federal income tax consequences applicable to a foreign controlled Canadian corporation that acquires Offered Shares. Such consequences for

iii

investors who are residents in, or citizens of, Canada or the United States are not fully described herein. Investors should read the tax discussion in this Prospectus Supplement and consult their own tax advisors with respect to their particular circumstances. See “Certain Canadian Federal Income Tax Considerations”.

Meridian, Gilbert Clark, the Chief Executive Officer and a director of the Company, Adrian McArthur, the President and a director of the Company, Soraia Morais, the Chief Financial Officer of the Company, Susanne Sesselmann, a director of the Company, Neil Gregson, a director of the Company, Erich Marques, B.Sc., MAIG, Chief Geologist of the Company, Guilherme Gomides Ferreira, Mining Engineer of GE21Mineral Consulting, Simon Tear, P.Geo, EurGeol of H&S Consultants Pty. Ltd. of Sydney, Australia, Marcelo Antonio Batelochi, independent geologist of MB Geologia Ltda, Belo Horizonte, Minas Gerais, Brazil and Joseph Keane, P.E., Independent Mineral Processing Engineer Consultant of SGS North America Inc., Tucson, Arizona, United States (collectively, the “Foreign Persons”) are incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or reside outside of Canada. Although the Foreign Persons have appointed Osler, Hoskin & Harcourt LLP at Bentall Four, Suite 3000, 1055 Dunsmuir St, Vancouver, BC V7X 1K8 as their agent for service of process in Canada, investors are advised that it may not be possible for investors to enforce judgments obtained in Canada against the Foreign Persons, or any other person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even though they have appointed an agent for service of process.

Meridian’s head office is located at 8th Floor, 4 More London Riverside, London SE1 2AU, United Kingdom. Meridian’s registered and records office is located at 8th Floor, 4 More London Riverside, London SE1 2AU, United Kingdom.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT ... 1
CURRENCY AND EXCHANGE RATE INFORMATION ... 1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ... 2
DOCUMENTS INCORPORATED BY REFERENCE ... 5
MARKETING MATERIALS ... 6
THE COMPANY ... 6
CONSOLIDATED CAPITALIZATION ... 7
USE OF PROCEEDS ... 7
PLAN OF DISTRIBUTION ... 8
DESCRIPTION OF SECURITIES BEING DISTRIBUTED ... 12
PRIOR SALES ... 12
TRADING PRICE AND VOLUME ... 12
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... 13
RISK FACTORS ... 16
LEGAL MATTERS ... 19
AUDITORS, REGISTRAR AND TRANSFER AGENT ... 20
ELIGIBILITY FOR INVESTMENT ... 20
CERTIFICATE OF THE COMPANY ... C-1
CERTIFICATE OF THE UNDERWRITERS ... C-2

BASE SHELF PROSPECTUS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ... 1
DOCUMENTS INCORPORATED BY REFERENCE ... 2
THE COMPANY ... 4
USE OF PROCEEDS ... 5
CONSOLIDATED CAPITALIZATION ... 5
PLAN OF DISTRIBUTION ... 5
PRIOR SALES ... 6
TRADING PRICE AND VOLUME ... 6
DESCRIPTION OF COMMON SHARES ... 6
DESCRIPTION OF WARRANTS ... 7
DESCRIPTION OF UNITS ... 8
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS ... 8
RISK FACTORS ... 8
LEGAL MATTERS ... 10
TRANSFER AGENT AND REGISTRAR ... 10

-v-

TABLE OF CONTENTS
(continued)

Page

INTEREST OF EXPERTS ... 10
INDEPENDENT AUDITOR ... 10
PURCHASER'S STATUTORY RIGHTS ... 11
PURCHASER'S CONTRACTUAL RIGHTS ... 11
CERTIFICATE OF MERIDIAN MINING UK SOCIETAS ... C-1

-vi-

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this Prospectus Supplement, which describes the terms of the Offered Shares being offered and also adds to and updates information contained in the Base Shelf Prospectus and the documents incorporated by reference therein. The second part, the Base Shelf Prospectus, gives more general information, some of which may not apply to the Offered Shares being offered under this Prospectus Supplement. This Prospectus Supplement is deemed to be incorporated by reference into the Base Shelf Prospectus solely for the purposes of the Offering constituted by this Prospectus Supplement. This Prospectus shall not be used by anyone for any purpose other than in connection with the Offering.

You should read this Prospectus Supplement, the Base Shelf Prospectus and the documents incorporated by reference herein and therein. The Company and the Underwriters have not authorized anyone to provide readers with information different from that contained in this Prospectus Supplement and the Base Shelf Prospectus (or incorporated by reference herein and therein). Neither the Company nor the Underwriters takes any responsibility for and cannot provide any assurances as to the reliability of any other information that others may give readers of this Prospectus Supplement or the Base Shelf Prospectus. The Offered Shares are not being offered in any jurisdiction where the offer is not permitted. Readers are required to inform themselves about, and to observe any restrictions relating to, any offer of Offered Shares and the possession or distribution of this Prospectus Supplement and the Base Shelf Prospectus.

Readers should not assume that the information contained or incorporated by reference in this Prospectus Supplement or the Base Shelf Prospectus is accurate as of any date other than the date of this Prospectus Supplement or the Base Shelf Prospectus or the respective dates of the documents incorporated by reference herein and therein, unless otherwise noted herein or as required by law. It should be assumed that the information appearing in this Prospectus Supplement, the Base Shelf Prospectus and the documents incorporated by reference herein or therein are accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

The Prospectus shall not be used by anyone for any purpose other than in connection with the Offering in compliance with applicable securities laws. We do not undertake to update the information contained or incorporated by reference herein, except as required by applicable securities laws. Information contained on, or otherwise accessed through, our website shall not be deemed to be a part of the Prospectus and such information is not incorporated by reference herein.

Market data and certain industry forecasts used in this Prospectus Supplement and the Base Shelf Prospectus and the documents incorporated by reference herein and therein were obtained from market research, publicly available information and industry publications. We believe that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. We have not independently verified such information, and we do not make any representation as to the accuracy of such information.

Unless otherwise indicated, all information in this Prospectus Supplement assumes no exercise of the Over-Allotment Option.

In this Prospectus Supplement, unless the context otherwise requires, references to "we", "us", "our" or similar terms, as well as references to "Meridian" or the "Company", refer to Meridian Mining UK Societas together with its subsidiaries.

CURRENCY AND EXCHANGE RATE INFORMATION

In this Prospectus Supplement, all dollar amounts are expressed in Canadian dollars unless otherwise indicated. Our financial statements incorporated herein by reference are reported in U.S. dollars and are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. Accordingly, all references to “$” or “dollars” are to Canadian dollars, and all references to “US$” are to U.S. dollars.

The following table sets forth for each period indicated: (i) the exchange rates in effect at the end of the periods indicated; (ii) the high and low exchange rates during each period; and (iii) the average exchange rates in effect during each period, in each case, as identified or calculated from the Bank of Canada rate in effect on each trading day during the relevant period. These rates are expressed as Canadian dollars per US$1.00.

	Three Months Ended March 31,		Fiscal Year Ended December 31,
	2024	2023	2023	2022	2021
Highest rate during the period	$1.3593	$1.3807	$1.3875	$1.3856	$1.2942
Lowest rate during the period	$1.3316	$1.3312	$1.3128	$1.2451	$1.2040
Average rate for the period	$1.3486	$1.3525	$1.3497	$1.3013	$1.2535
Rate at the end of the period	$1.3550	$1.3533	$1.3226	$1.3544	$1.2678

On April 2, 2024, the exchange rate as quoted by the Bank of Canada was $1.00 = US$0.7368 (US$1.00 = $1.3572).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus Supplement, the Base Shelf Prospectus and the documents incorporated by reference herein and therein contain "forward-looking information" within the meaning of applicable securities laws. Forward-looking information is generally identifiable by use of the words "believes", "may", "plans", "will", "anticipates", "intends", "could", "estimates", "expects", "forecasts", "projects" and similar expressions, and the negative of such expressions. Forward-looking information in this Prospectus includes statements regarding:

expectations regarding industry trends, overall market growth rates and our growth rates;
expectations regarding the revenue generation potential of our products;
the addressable markets for our products;
our business plans and strategies;
growth, expenditures, operations, and use of future cash flow;
the future financial or operating performance of the Company and its subsidiaries;
the Company's plans at the Cabaçal Project (as defined herein) and the timing and amount of estimated future production;
the estimation of mineral resources and the realization of mineral resource estimates;
capital, operating and exploration expenditures;
costs and timing of the development of new deposits and future exploration;
requirements for additional capital and the expected benefits of financings;
expectations regarding the Company's future results, including, among other things, revenue, expenses, operations, expenditures and future cash flow;
our ability to execute on our strategic growth priorities and to successfully integrate acquisition targets;
our competitive position in our industry;
government regulation of mining operations;
the timing and closing of the Offering;
the satisfaction of the conditions to closing of the Offering, including the receipt, in a timely manner, of regulatory and any other required approvals; and
the proposed use of proceeds of the Offering, including any timeline for the use thereof and any objectives to be achieved from the use thereof.

In connection with the forward-looking information contained in or incorporated by reference in this Prospectus Supplement and the Base Shelf Prospectus, we have made numerous assumptions, regarding, among other things: anticipated exploration and production costs and the Company's ability to fund its programs; the geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis that are involved in the calculation of mineral resources; expectations regarding industry trends, overall market growth rates and our growth rates and growth strategies; that there is no material deterioration in general business and economic conditions; that the political environment in which the Company operates will continue to support the development and operation

of mining projects; risks related to negative publicity with respect to the Company or the mining industry in general; financial position, results of operations and/or cash flows; that the supply and demand for, and the level and volatility of prices of precious and base metals develop as expected; our ability to retain key personnel; that the Company maintains its ongoing relations with its employees, affected communities, business partners and joint venturers; our ability to, and the means by which we can, raise additional capital; stability in market conditions; our expectations regarding tax rates, currency exchange rates, and interest rates; inflationary pressures; the absence of material adverse changes in our business, our industry or the global economy; our ability to fulfill the requirements of the TSX in connection with the listing of the Offered Shares; the preliminary nature of the Cabaçal Gold-Copper Project NI 43-101 Technical Report and Preliminary Economic Assessment, Mato Grosso, Brazil, and dated March 30, 2023 (with an effective date of March 1, 2023) (the “2023 PEA”) and the Company’s ability to realize the results of the 2023 PEA; that the Company receives regulatory and governmental approvals for its development projects and other operations on a timely basis; expectations regarding the revenue generation potential of our products; our business plans and strategies; that the Company is able to obtain financing for its development projects on reasonable terms; our ability to execute on our strategic growth priorities and to successfully integrate acquisition targets; that unforeseen changes to the political stability or government regulation in the countries in which the Company operates do not occur; that the Company is able to procure exploration equipment and services, and operating supplies in sufficient quantities and on a timely basis; that engineering and construction timetables and capital costs for the Company’s development and expansion projects are not incorrectly estimated or affected by unforeseen circumstances; that costs of closure of various operations are accurately estimated; the Company’s ability to operate in a safe, efficient and effective manner; the potential impact of climate change and natural disasters; and that the risks and uncertainties described under “Risk Factors” will not materialize. While we consider these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies.

Additionally, there are known and unknown risk factors which could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Known risk factors include, among others:

the Company’s operations involve exploration and development and there is no guarantee that any such activity will result in commercial production of mineral deposits;
exploration, development, and mining activities can be hazardous and involve a high degree of risk;
the Company’s operations may be negatively affected by global financial conditions;
the Company has negative cash flow from operating activities in its most recently completed financial year and will require additional capital to accomplish its exploration and development plans and maintain adequate working capital, and there can be no assurance that financing will be available;
substantial volatility of share price;
future sales or issuances of equity securities could decrease the value of the Common Shares, dilute investors’ voting power and reduce the Company’s earnings per share;
no assurance of an active or liquid market;
the Company does not currently anticipate paying dividends;
investors may lose their entire investment;
the Offering may not be completed;
the Company has broad discretion in the use of proceeds;
fluctuations in currency exchange rates may adversely affect Meridian’s financial position and results of operations;
the Company may be adversely affected by fluctuations in mineral prices;
competition for new mining properties may prevent Meridian from acquiring interests in additional properties or mining operations;
the Company relies on its management and key personnel, and there is no assurance that such persons will remain at the Company or that it will be able to recruit skilled individuals;
increases in energy costs or the interruption of the Company’s energy supply may adversely affect the Company’s results of operations;
there can be no assurance that the interests held by the Company in its properties are free from defects;
there are risks inherent in acquisitions;
the Company is subject to significant governmental regulations;
compliance with and requirements for permits, licenses and approvals;

the Company is subject to substantial environmental laws and regulations that may increase its costs and restrict its operations;
land reclamation requirements for the Company’s mining and exploration properties may be burdensome;
the Company is exposed to risks of labour disruptions and changing labour and employment regulations;
the Company is exposed to information security breaches and cyber attacks;
substantially all of the Company’s assets are held by foreign subsidiaries that are subject to the laws of the Federal Republic of Brazil;
the Company may be subject to litigation;
the Company’s officers and directors may have potential conflicts of interest;
the effects of climate change;
infrastructure requirements;
global financial conditions may negatively impact its operations and share pricing;
the trading price for the Company’s common shares is volatile and has been, and may continue to be, greatly affected by the ongoing market volatility;
the Company’s mineral properties in Brazil operate in an advanced emerging market and are subject to political, economic, social, and geographic risks of doing business in Brazil;
inflation in Brazil, along with Brazilian governmental measures to combat inflation, may have a significant negative effect on the Brazilian economy and, as a result, on the Company’s financial condition and results of operations;
corruption and fraud in Brazil relating to ownership of real estate;
risks associated with repatriation of earnings;
risks associated with termination of mining concessions;
compliance with anti-corruption laws;
reliance on local advisors and consultants in foreign jurisdictions;
internal controls provide no absolute assurances as to reliability of financial reporting and financial statement preparation, and ongoing evaluation may identify areas in need of improvement;
the Company may be subject to community relations and social licence to operate issues, or involvement from non-governmental organizations;
the Company does not and likely will not insure against all risks;
calculation of mineral reserves and mineral resources and metal recovery is only an estimate, and there can be no assurance about the quantity and grade of minerals until mineral resources are actually mined; and
metal prices are volatile and there can be no assurance that profitable markets will exist.

While the Company anticipates that subsequent events and developments may cause the Company’s views to change, the Company does not have an intention to update this forward-looking information, except as required by applicable securities laws. This forward-looking information represents the Company’s views as of the date of this Prospectus Supplement or the date of the document incorporated by reference in which such forward-looking information is contained and such information should not be relied upon as representing the Company’s views as of any date subsequent to the applicable date. The Company has attempted to identify important factors that could cause actual results, performance or achievements to vary from those current expectations or estimates expressed or implied by the forward-looking information. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated and that could cause actual results, performance or achievements to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, prospective purchasers should not place undue reliance on forward-looking information. These factors are not intended to represent a complete list of the factors that could affect the Company. A more complete discussion of the risks and uncertainties facing us is disclosed under the heading “Risk Factors” of this Prospectus Supplement, the Base Shelf Prospectus, and the AIF (as defined herein).

READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING INFORMATION AS ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE PLANS,

EXPECTATIONS, ESTIMATES OR INTENTIONS AND STATEMENTS EXPRESSED IN THE FORWARD-LOOKING INFORMATION. ALL FORWARD-LOOKING INFORMATION IN THIS PROSPECTUS SUPPLEMENT, THE BASE SHELF PROSPECTUS AND IN THE DOCUMENTS INCORPORATED HEREIN AND THEREIN BY REFERENCE IS QUALIFIED IN ITS ENTIRETY BY THE ABOVE CAUTIONARY STATEMENTS AND, EXCEPT AS REQUIRED BY LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO REVISE OR UPDATE ANY FORWARD-LOOKING INFORMATION AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference into the accompanying Base Shelf Prospectus solely for the purposes of the Offering. Other documents are also incorporated, or are deemed to be incorporated by reference, into the accompanying Base Shelf Prospectus and reference should be made to the accompanying Prospectus for full particulars thereof.

Information has been incorporated by reference into this Prospectus Supplement and the Base Shelf Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from our Corporate Secretary at Suite 1305 - 1090 West Georgia Street, Vancouver, British Columbia V6E 3V7, telephone: 1 (778) 715 6410 or email: [email protected] and are also available electronically at www.sedarplus.ca.

Under the short form prospectus system adopted by the securities commissions and similar authorities in Canada, we are permitted to incorporate by reference the information we file with those securities commissions and similar authorities in Canada, which means that we can disclose important information to you by referring you to those documents. Except to the extent that their contents are modified or superseded by a statement contained in this Prospectus Supplement or in any other subsequently filed document that is also incorporated by reference in this Prospectus Supplement or the Base Shelf Prospectus, the following documents filed by us with the applicable securities commissions or similar authorities in Canada are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the management information circular of the Company dated May 16, 2023, with respect to the annual and special general meeting of shareholders held on June 28, 2023;

(b) the annual information form (the "AIF") of the Company dated March 28, 2024, for the financial year ended December 31, 2023;

(c) the annual audited consolidated financial statements of the Company as at and for the years ended December 31, 2023 and 2022, together with the notes thereto (the "Annual Financial Statements") and the independent auditor's report thereon;

(d) the management's discussion and analysis of financial condition and results of operations of the Company for the financial year ended December 31, 2023 (the "Annual MD&A"); and

(e) (i) the term sheet dated April 1, 2024 with respect to the Offering (the "Original Term Sheet") and (ii) the term sheet dated April 2, 2024 with respect to an upsizing of the Offering (the "Revised Term Sheet" and together with the Original Term Sheet, the "Term Sheet").

Any documents of the type referred to in paragraphs (a)-(e) above or similar material and any documents required to be incorporated by reference herein pursuant to National Instrument 44-101 – Short Form Prospectus Distributions, including any annual information form, all material change reports (excluding confidential reports, if any), the annual consolidated financial statements and management's discussion and analysis relating thereto, or information circular or amendments thereto that we file with any securities commission or similar regulatory authority in Canada after the date of this Prospectus Supplement and prior to the termination of the distribution will be deemed to be incorporated by reference in this Prospectus Supplement and will automatically update and supersede information contained or incorporated by reference in this Prospectus Supplement.

Notwithstanding anything herein to the contrary, any statement contained in this Prospectus Supplement, in the Base Shelf Prospectus or in a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded, for the purposes of this Prospectus Supplement, to the extent that a statement contained herein or in the Base Shelf Prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or in the Base Shelf Prospectus modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document or statement which it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be considered in its unmodified or superseded form to constitute a part of this Prospectus Supplement, except as so modified or superseded. Without limiting the foregoing, each document incorporated by reference into the Base Shelf Prospectus prior to the date hereof shall be deemed to have been superseded in its entirety unless such document is also listed above as being incorporated by reference into this Prospectus Supplement.

MARKETING MATERIALS

Any “marketing materials” (as defined under applicable securities laws) that are prepared in connection with the Offering, including the Term Sheet, are not part of this Prospectus Supplement to the extent that the contents of such marketing materials have been modified or superseded by a statement contained in this Prospectus Supplement or any amendment. Any template version of marketing materials filed with the securities commission or similar authority in British Columbia, Alberta and Ontario, in connection with this Offering after the date hereof but prior to the termination of the distribution of the Offered Shares under this Prospectus Supplement (including any amendments to, or amended versions of, any template version of marketing materials) are deemed to be incorporated by reference in this Prospectus Supplement solely for the purposes of the Offering. A copy of the Term Sheet has been filed by the Company.

THE COMPANY

Overview

Meridian Mining UK Societas, formerly Meridian Mining S.E., was formed in Amsterdam, Netherlands on December 16, 2013. Effective August 15, 2017, the Company transferred its official seat from the Netherlands to London, United Kingdom. On December 31, 2020, the Company was converted under Articles AA1 and AAA1 of the EC Regulation on the European Public Limited-Liability Company (Amended Etc.) (EU Exit) Regulations 2018 to a United Kingdom Societas under the name of Meridian Mining UK Societas.

The Company’s Common Shares were listed on the TSX Venture Exchange under the symbol “MNO” until the Company upgraded to trading the Common Shares on the TSX on April 4, 2022, under the same symbol “MNO”. The Company’s Common Shares are also listed on the OTCQX under the trading symbol “MRRDF” and the FRA under the trading symbol “2MM”. The Company is a reporting issuer in British Columbia, Alberta and Ontario and files its continuous disclosure documents with the applicable Canadian securities authorities in such provinces.

The Company is currently engaged in the exploration and development of mineral deposits in Brazil through its two wholly owned subsidiaries Meridian Mineração Jaburi S.A. and Rio Cabaçal Mineração Ltda. The Company is currently focused on resource development of the Cabaçal VMS Copper-Gold Project (the “Cabaçal Project”), and exploration in the Jaurú & Araputanga Greenstone belts located in the state of Mato Grosso.

The Company’s head office and registered and records office is located at 8th Floor, 4 More London Riverside, London SE1 2AU, United Kingdom.

Intercorporate Relationships

Further information regarding the business of the Company or its operations and its mineral properties can be found in the Company's AIF and the materials incorporated by reference into this Prospectus. See "Documents Incorporated by Reference".

Recent Developments

On January 10, 2024, the Company announced the commencement of the Cabaçal prefeasibility study ("PFS") and advancement of the Santa Helena historical mine towards a resource estimate.

CONSOLIDATED CAPITALIZATION

There have been no material changes in our consolidated share and debt capital since December 31, 2023.

After giving effect to the Offering, the shareholders' equity of the Company will increase by the amount of the net proceeds of the Offering and the number of issued and outstanding Common Shares will increase by the number of Offered Shares distributed under the Offering.

USE OF PROCEEDS

The net proceeds to us from the Offering, after deducting the Underwriting Commission in the amount of $814,035, assuming sales of $7,865,501 made to investors on the President's List, and the estimated expenses of the Offering of approximately $550,000, but before giving effect to any exercise of the Over-Allotment Option, will be approximately $16,135,965. If the Over-Allotment Option is exercised in full, the net proceeds to the Company from the Offering are estimated to be $18,603,465, after deducting the Underwriting Commission of $971,535, assuming sales of $7,865,501 made to investors on the President's List, and the estimated expenses of the Offering of approximately $550,000.

The estimated net proceeds of the Offering (assuming no exercise of the Over-Allotment Option) are anticipated to be applied as follows:

Activity or Nature of Expenditure	Estimated Net Proceeds Of $16,135,965 (1)
Advancement of the development of the Cabaçal Project including PFS drilling to upgrade the mineral resource estimate, mining and metallurgical studies, scale optimisation, geotechnical and waste studies, environmental studies and preparation for more advanced engineering and economic studies	$10,235,965

Regional exploration in the Cabaçal district exploration of other Brazilian projects (geochemical and geophysical exploration, validation of the Santa Helena database)	$300,000
Cabaçal Project general and administration costs	$1,400,000
Corporate general and administration costs	$3,700,000
Unallocated general working capital	$500,000
Total	$16,135,965

(1) Proceeds from the exercise of the Over-Allotment Option will be applied to unallocated general working capital.

Although we intend to use the net proceeds from the Offering as set forth above, the actual allocation of the net proceeds may vary from those allocations set out above, depending on the time periods in which the proceeds are raised, future developments in relation to the advancement of projects, prevailing business opportunities and conditions or unforeseen events, including those listed under "Risk Factors" in this Prospectus Supplement, the Prospectus and the AIF. Potential investors are cautioned that notwithstanding our current intentions regarding the use of the net proceeds of the Offering, there may be circumstances where a reallocation of the net proceeds may be advisable for reasons that management believes, in its discretion, are in our best interests.

The Company has a history of negative cash flow from operating activities and had negative operating cash flow for the financial year ended December 31, 2023. To the extent that the Company has negative operating cash flow in future periods, certain of the proceeds from the Offering may be used to fund such negative cash flow from operating activities and it may also be necessary for the Company to raise additional equity or debt. There is no assurance that additional equity or debt will be available to the Company or on terms acceptable or favourable to the Company. See "Risk Factors – The Company has negative cash flow from operating activities in its most recently completed financial year and will require additional capital to accomplish its exploration and development plans and maintain adequate working capital, and there can be no assurance that financing will be available."

Business Objectives and Milestones

The Company's business objectives that will be pursued over the next 12 months using the proceeds from the Offering are:

To keep the Company, its subsidiaries, and the Cabaçal Project Mineral Rights Purchase and Sale Agreement dated November 6, 2020, as amended on February 9, 2021, October 5, 2021, January 27, 2022, and January 4, 2024 between Rio Cabaçal Mineração Ltda and Prometálica Mineração Ltda and IMS Engenharia Mineral Ltda (the "Vendors") to acquire a 100% beneficial interest in the Cabaçal Project in the state of Mato Grosso, Brazil (the "Cabaçal Purchase Agreement") in good standing.
To advance the Cabaçal VMS Belt by upgrading the current engineering and drill programs to complete a PFS.
To continue to advance the Santa Helena historical mine towards a resource estimate.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, we have agreed to sell and the Underwriters have severally (and not jointly nor jointly and severally) agreed to purchase on the Closing Date, subject to the approval of certain legal matters on our behalf by Osler, Hoskin & Harcourt LLP and on behalf of the Underwriters by Borden Ladner Gervais LLP, 50,000,000 Offered Shares at a price of $0.35 per Offered Share, for aggregate gross proceeds of $17,500,000, payable in cash to us against delivery of such Offered Shares, subject to the terms and conditions of the Underwriting Agreement. The Closing Date is expected to take place on or about April 9, 2024, or on such other date as may be

agreed upon by us and the Joint Bookrunners, on behalf of the Underwriters; however, no Closing Date shall occur later than 42 days following the date of this Prospectus Supplement.

The terms of the Offering, including the Offering Price, were determined based on arm’s length negotiations between us and the Joint Bookrunners, on behalf of the Underwriters, with reference to the prevailing market price of the Common Shares on the TSX and other factors. The obligations of the Underwriters under the Underwriting Agreement are several (and not joint nor joint and several), are subject to certain closing conditions and may be terminated at their discretion on the basis of “material adverse change out”, “disaster out”, “regulatory proceedings out”, “restrictions on distribution out” and “breach out” provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. Each Underwriter is, however, obligated to take up and pay for all of the Offered Shares it has agreed to purchase if it purchases any Offered Shares under the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Underwriters have reserved the right to form a selling group of appropriately registered dealers and brokers, with compensation to be negotiated between the Underwriters and such selling group participants, but at no additional cost to us.

The Underwriting Agreement provides that we will pay to the Underwriters the Underwriting Commission of $0.021 per Offered Share or Over-Allotment Share, if any, sold pursuant to the exercise of the Over-Allotment Option, representing 6.0% of the gross proceeds per Offered Share or any Over-Allotment Share, as the case may be, for their services in connection with the distribution of the Offered Shares and Over-Allotment Shares. A reduced Underwriting Commission of 3.0% will be payable on the Offered Shares sold to investors on the President’s List and all calculations of the Underwriting Commission herein assumes no such sales unless otherwise noted. The Underwriters will also receive Compensation Warrants to purchase that number of Compensation Shares that is equal to 6.0% of the Common Shares sold pursuant to the Offering, including any exercise of the Over-Allotment Option. No Compensation Warrants will be issued to the Underwriters with respect to sales made to investors on the President’s List. Each Compensation Warrant is exercisable to purchase one Compensation Share at a price of $0.35 for a period of 24 months from the Closing Date. This Prospectus also qualifies the issuance of the Compensation Warrants.

We have granted to the Underwriters the Over-Allotment Option, exercisable in whole or in part, at any time, and from time to time, in the sole discretion of the Underwriters at any time until 30 days from the Closing Date, to purchase up to an additional amount of Offered Shares equal to 15% of the Offered Shares sold pursuant to the Offering, being 7,500,000 Over-Allotment Shares at the Offering Price, to cover over-allotments, if any, and for market stabilization purposes. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares to be issued upon exercise of the Over-Allotment Option. A purchaser who acquires Over-Allotment Shares forming part of the Underwriters’ over-allocation position acquires those Over-Allotment Shares under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full, the total price to the public will be $20,125,000, the total Underwriting Commission will be $971,535 and the net proceeds to us, before deducting the estimated expenses of the Offering, will be $19,153,465, assuming no sales to investors on the President’s List.

The Underwriters propose to offer the Offered Shares initially at the Offering Price specified on the cover page of this Prospectus Supplement. After the Underwriters have made their best effort to sell all of the Offered Shares at the price specified on the cover page, the Offering Price may be decreased and may be further changed from time to time to an amount not greater than that set out on the cover page, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by prospective purchasers for Offered Shares is less than the gross price paid by the Underwriters to us. Any such reduction in price will not affect the proceeds received by us.

We estimate that the total expenses of the Offering, excluding the Underwriting Commission and assuming no exercise of the Over-Allotment Option, will be approximately $550,000.

The Underwriters have generally agreed to purchase all of the Offered Shares sold under the Underwriting Agreement, other than the Over-Allotment Shares covered by the Over-Allotment Option described above. The Underwriting Agreement provides that the Underwriters’ obligation to purchase Offered Shares depends on the satisfaction of the conditions contained in the Underwriting Agreement including but not limited to:

the representations and warranties made by us to the Underwriters are true;
there is no adverse material change in our business prior to the Closing Date; and
we deliver customary closing documents to the Underwriters.

We have agreed to indemnify the Underwriters, their affiliates, and their respective directors, officers, employees, partners, agents, shareholders, and advisors against certain liabilities and expenses related to the Offering. We have also agreed to contribute to payments the Underwriters may be required to make in respect of such liabilities. The Company will be responsible for all expenses related to the Offering, whether or not it is completed, including the reasonable fees and expenses of legal counsel to the Underwriters and the Underwriters' reasonable out-of-pocket expenses. Such fees and expenses will be deducted from the gross proceeds otherwise payable to the Company on the Closing Date.

We have agreed with the Underwriters that we will not, directly or indirectly, without the prior written consent of the Joint Bookrunners, on behalf of the Underwriters, (which consent shall not be unreasonably withheld or delayed) (a) issue, offer, sell, contract to sell, secure, pledge, grant any option, right or warrant to purchase or otherwise lend, transfer or dispose of (or announce any intention to do so) any equity securities of the Company or any securities convertible into, or exchangeable or exercisable for, equity securities of the Company; or (b) make any short sale, engage in any hedging transactions, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of equity securities of the Company or any securities convertible into, or exchangeable or exercisable for, equity securities of the Company, for a period ending 90 days following the Closing Date, except (i) pursuant to the Offering or exercise of the Over-Allotment Option; (ii) pursuant to grants under existing director or employee stock option, incentive, bonus or purchase plans or similar share compensation arrangements as detailed in the Company's most recently filed management discussion and analysis; (iii) under director or employee stock options or bonuses granted subsequently in accordance with regulatory approval and in a manner consistent with the Company's past practice; (iv) upon the exercise of convertible securities, options or warrants outstanding at the date hereof; (iv) in connection with an acquisition of assets or a business or strategic partnership; or (v) as payment to the counterparties of the Cabaçal Purchase Agreement to satisfy its obligations owing under such agreement.

It is a condition of closing in favour of the Underwriters that each of the Company's directors and executive officers (including their associates and affiliates as the case may be) enter into lock-up agreements in a form satisfactory to the Company and the Underwriters, each acting reasonably, pursuant to which each such person agrees not to, directly or indirectly, sell, transfer, lend, assign or otherwise dispose of or transfer the economic consequences of any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Company held by it until the date which is 90 days after the Closing Date, without the prior written consent of the Joint Bookrunners, on behalf of the Underwriters, such consent not to be unreasonably withheld, provided that the foregoing restrictions shall not apply in respect of transfers made pursuant to a third party take-over bid made to all holders of Common Shares or a similar acquisition of all of the Common Shares, and securities sold to satisfy tax obligations on the exercise of convertible securities of the Company held by such person or as otherwise permitted pursuant to the terms of the lock-up agreements.

Pursuant to policies of certain Canadian securities regulatory authorities, the Underwriters may not, throughout the period of distribution under the Offering, bid for or purchase Common Shares for their own accounts or for accounts over which they exercise control or direction. The foregoing restriction is subject to certain exceptions, including: (a) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the New SRO relating to market stabilization and passive market making activities, (b) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, such securities, or (c) a bid or purchase to cover a short position entered into prior to the commencement of a prescribed restricted period. Consistent with these requirements, and in connection with this distribution, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on the TSX, in the over-the-counter market or otherwise. These stabilizing transactions and syndicate covering transactions may have the effect of preventing or mitigating a decline in the market price of the Common Shares, and may cause the price of the Offered Shares to be higher than

would otherwise exist in the open market absent such stabilizing activities. As a result, the price of the Offered Shares may be higher than the price that might otherwise exist in the open market.

The Offered Shares will be offered in British Columbia, Alberta and Ontario through the Underwriters or their affiliates who are registered to offer the Offered Shares for sale in such provinces and such other registered dealers as may be designated by the Underwriters. Subject to applicable law, the Underwriters may offer the Offered Shares, through one or more of their duly registered broker-dealers in each applicable jurisdiction, in the United States, and such other jurisdictions outside of Canada and the United States as agreed between the Company and the Underwriters, in each case in accordance with applicable laws provided that no prospectus, registration statement or similar document is required to be filed in any such jurisdiction.

The Offered Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States and, accordingly, may not be offered, sold or delivered, directly or indirectly, in the United States except pursuant to an exemption from registration under the U.S. Securities Act and applicable U.S. state securities laws. The Underwriters have agreed that, except as permitted by the Underwriting Agreement and as expressly permitted by applicable U.S. federal and state securities laws, they will not offer or sell any of the Offered Shares in the United States. The Underwriting Agreement permits the Underwriters, acting through one or more of their United States registered broker-dealer affiliates, (i) to offer the Offered Shares in the United States for sale directly by the Company to "accredited investors", as such term is defined in Rule 501(a) of Regulation D ("Regulation D") under the U.S. Securities Act ("Accredited Investors"), in compliance with Rule 506(b) of Regulation D, and (ii) to offer and sell the Offered Shares that they have acquired pursuant to the Underwriting Agreement in the United States to "qualified institutional buyers", as such term is defined in Rule 144A under the U.S. Securities Act ("Qualified Institutional Buyers") in compliance with Rule 144A under the U.S. Securities Act, and in each case, in compliance with all applicable U.S. state securities laws. The Underwriters will offer and sell the Offered Shares outside the United States only in accordance with Rule 903 of Regulation S under the U.S. Securities Act.

This Prospectus Supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the Offered Shares in the United States. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Offered Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from registration under the U.S. Securities Act.

The Underwriters may offer the Offered Shares outside of Canada and the United States in compliance with local securities laws. Offers and sales of Offered Shares outside of Canada and the United States will be made in accordance with applicable laws in such jurisdictions. We are not making, and this Prospectus Supplement and the Base Shelf Prospectus, does not constitute, an offer to sell or a solicitation of an offer to buy the Offered Shares in any jurisdiction where such offer or solicitation is not permitted.

This Prospectus Supplement and Base Shelf Prospectus in electronic format may be made available on the websites maintained by one or more of the Underwriters participating in the Offering. The Underwriters may agree to allocate a number of Common Shares for sale to their online brokerage account holders. Internet distributions will be allocated by the representative to the Underwriters that may make Internet distributions on the same basis as other allocations. Other than the Base Shelf Prospectus and Prospectus Supplement in electronic format, the information on these websites is not part of this Prospectus Supplement, has not been approved or endorsed by us or any of the Underwriters in its capacity as agent, and should not be relied upon by investors.

Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Except in certain limited circumstances and as may be otherwise agreed by us and the Underwriters, the Offering will be conducted under the book-based system operated by CDS. Subject to certain exceptions, a purchaser of Offered Shares will receive a customary confirmation from the registered dealer from or through whom Offered Shares are purchased and who is a CDS participant. CDS will record the CDS participants who hold Offered Shares on behalf of owners who have purchased Offered Shares in accordance with the book-based system. No certificates evidencing the Offered Shares will be issued to subscribers, except in certain limited circumstances, and, as such, a purchaser of Offered Shares will only receive a customer confirmation from the registered dealer through which the Offered Shares are purchased.

It is a condition to completion of the Offering that the Offered Shares issuable pursuant to this Offering (including the Compensation Shares issuable on exercise of the Compensation Warrants) be approved for listing on the TSX. Listing will be subject to Meridian fulfilling all listing requirements of the TSX.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

See “Description of Common Shares” in the Base Shelf Prospectus for a summary of certain rights, privileges, restrictions and conditions attaching to the Common Shares. As of April 2, 2024, there were 242,572,708 Common Shares issued and outstanding.

Compensation Warrants

As partial consideration for their services in connection with the Offering, the Underwriters will receive 1,651,628 Compensation Warrants to purchase an aggregate of up to 1,651,628 Compensation Shares (or up to 2,101,628 Compensation Shares if the Over-Allotment Option is exercised in full) at a price of $0.35 per Compensation Share. No Compensation Warrants will be issued to the Underwriters with respect to sales made to investors on the President’s List. The Compensation Warrants will have a term of 24 months from the Closing Date. The terms to be set out in the certificates representing the Compensation Warrants will include, among other things, customary provisions for the appropriate adjustment of the number of Compensation Shares issuable pursuant to any exercise of the Compensation Warrants upon the occurrence of certain events. The Underwriters, as holder of the Compensation Warrants, will not as such have any voting rights or other rights attached to Common Shares until and unless the Compensation Warrants are duly exercised as provided for in the certificates representing the Compensation Warrants. The Compensation Warrants will be issued on a stand-alone certificated basis.

PRIOR SALES

The following table summarizes the issuances made by Meridian of Common Shares or securities convertible into Common Shares within the 12 months prior to the date of this Prospectus Supplement.

Date of the Issuance	Type of Issued Securities	Number of Issued Securities	Price per Security in CAD
February 28, 2024	Options(1)	180,000	0.50
November 28, 2023	Options(1)	4,519,636	0.50
October 27, 2023	Options(1)	1,000,000	0.35
October 11, 2023	Options(1)	950,000	0.50
July 26, 2023	Options(1)	695,000	0.50
July 4, 2023	Common Shares(3)	1,938,947	0.07
June 30, 2023	Common Shares(2)	1,000,000	0.30
May 2, 2023	Common Shares(4)	36,800,000	0.50
May 2, 2023	Warrants(4)	1,677,000	0.50

(1) Options granted for five years from the date of issuance.
(2) Issued in connection with the fourth installment payment under the Cabaçal Purchase Agreement whereby the Vendors elected to receive 1,000,000 Common Shares in lieu of a cash payment of CAD 300,000 for the fourth installment payment.
(3) Issued in connection with the exercise of options previously granted.
(4) Issued in connection with the closing of a bought deal prospectus offering that closed on May 2, 2023 of 36,800,000 Common Shares at a price of CAD 0.50 per Common Share for aggregate gross proceeds to the Company of CAD 18,400,000. The Company also issued 1,677,000 share purchase warrants with each warrant entitling the holder to purchase one Common Share at a price of CAD 0.50 per Common Share until May 2, 2025.

TRADING PRICE AND VOLUME

On April 4, 2022, Meridian’s Common Shares commenced trading on the TSX under the symbol “MNO”. The following table sets forth information relating to the trading of Meridian’s Common Shares on the TSX for the 12 month period preceding this Prospectus Supplement.

Month	Price Per Common Share		Volume
	High (C$)	Low (C$)
April 1 - 2, 2024	0.42	0.34	1,441,259
March 2024	0.415	0.325	5,141,975
February 2024	0.355	0.25	2,663,415
January 2024	0.408	0.305	3,815,457
December 2023	0.405	0.32	2,961,320
November 2023	0.38	0.295	3,852,247
October 2023	0.37	0.30	3,717,575
September 2023	0.39	0.335	3,787,902
August 2023	0.39	0.335	4,602,065
July 2023	0.45	0.37	3,370,383
June 2023	0.475	0.37	4,310,876
May 2023	0.59	0.405	6,310,601
April 2023	0.69	0.50	5,412,741

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations generally applicable to a holder who acquires Offered Shares pursuant to the Offering as a beneficial owner under this Offering and who, for purposes of the Tax Act and at all relevant times, is resident, or is deemed to be resident, in Canada, holds the Offered Shares as capital property, deals at arm's length with the Company and the Underwriters, and is not affiliated with the Company or the Underwriters (a "Holder"). Generally, the Offered Shares will be considered to be capital property to a Holder provided the Holder does not hold the Offered Shares in the course of carrying on a business of trading or dealing in securities and has not acquired the Offered Shares in one or more transactions considered to be an adventure or concern in the nature of trade. The Offered Shares will not be "Canadian securities" for purposes of the irrevocable election under subsection 39(4) of the Tax Act to treat all "Canadian securities" owned by a person as capital property and therefore such an election will not apply to the Offered Shares.

This summary is not applicable to a Holder: (i) that is a "financial institution" (as defined in the Tax Act for purposes of the mark-to-market rules); (ii) that is a "specified financial institution" (as defined in the Tax Act); (iii) an interest in which is or would be a "tax shelter investment" (as defined in the Tax Act); (iv) that enters into a "derivative forward agreement" or a "synthetic disposition arrangement" (as defined in the Tax Act) in respect of the Offered Shares; (v) who has elected to report its "Canadian tax results" (as defined in the Tax Act) in a currency other than Canadian dollars; (vi) to whom the Company is a "foreign affiliate" for purposes of the Tax Act; or (vii) that is a corporation resident in Canada that is or becomes (or does not deal at arm's length for purposes of the Tax Act with a corporation resident in Canada that is or becomes), as part of a transaction or event or series of transactions or events that includes the acquisition of Offered Shares, controlled by a non-resident person (or a group of non-resident persons not dealing with each other at arm's length) for the purposes of the "foreign affiliate dumping" rules in section 212.3 of the Tax Act. Any such Holders should consult their own tax advisors with respect to an investment in the Offered Shares. In addition, this summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of Offered Shares.

This summary assumes that the Company will not at any time be resident (or be deemed to be resident) in Canada for purposes of the Tax Act. If the Company is (or becomes) resident in Canada for purposes of the Tax Act, the Canadian federal income tax consequences to a Holder will, in some respects, differ from those described herein.

This summary is based upon the current provisions of the Tax Act and the Regulations, taking into account all proposed amendments to the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (“Tax Proposals”), and counsel’s understanding of the current administrative practices and assessing policies published in writing by the Canada Revenue Agency prior to the date hereof. This summary assumes the Tax Proposals will be enacted in the form proposed; however, no assurance can be given that the Tax Proposals will be enacted in the form proposed, or at all. The summary is not exhaustive of all possible income tax considerations and, except for the Tax Proposals, does not take into account or anticipate any changes in the law, whether by way of legislative, governmental or judicial decision or action, or in the administrative practices or assessing policies of the Canada Revenue Agency, nor does it take into account tax laws of countries other than Canada or any provincial, territorial or foreign tax legislation or considerations, which may differ significantly from the tax considerations described herein.

The income and other tax consequences of acquiring, holding or disposing of Offered Shares will vary depending on the particular circumstances of the Holder, including any province or territory in which the Holder resides or carries on business. Accordingly, this summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular or prospective Holder, and no representations with respect to the income tax consequences to any Holder or prospective Holder are made. Consequently, prospective Holders should consult their own tax advisors for advice with respect to the tax consequences to them of acquiring Offered Shares under this Offering having regard to their particular circumstances.

For purposes of the Tax Act, all amounts relating to acquiring, holding or disposing of Offered Shares (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars. For purposes of the Tax Act, amounts denominated in a foreign currency generally must be converted into Canadian dollars using the appropriate exchange rate determined in accordance with the detailed rules in the Tax Act in that regard.

Dividends on Offered Shares

The full amount of dividends received (or deemed to be received) on the Offered Shares by a Holder who is an individual (including a trust), including amounts withheld for foreign withholding tax, if any, will be included in computing the Holder’s income and will not be subject to the gross-up and dividend tax credit rules normally applicable under the Tax Act to taxable dividends received (or deemed to be received) from taxable Canadian corporations.

The full amount of dividends received (or deemed to be received) on the Offered Shares by a Holder that is a corporation, including amounts withheld for foreign withholding tax, if any, will be included in computing the Holder’s income, and such Holder will not be entitled to the inter-corporate dividend deduction in computing its taxable income which generally applies to dividends received from taxable Canadian corporations.

A “Canadian-controlled private corporation” (as defined in the Tax Act) or a “substantive CCPC” (as proposed to be defined in the Tax Act pursuant to Tax Proposals contained in Bill C-59 tabled in Parliament on November 30, 2023, including pursuant to anti-avoidance rules in such Tax Proposals) may be liable to pay an additional tax, which is refundable, under certain circumstances, on certain investment income for the year, including the amount of such dividends.

Subject to the detailed rules in the Tax Act, a Holder may be entitled to a foreign tax credit or deduction for any foreign withholding tax paid with respect to dividends received by the Holder on the Offered Shares. Holders should consult their own tax advisors with respect to the availability of a foreign tax credit or deduction having regard to their own particular circumstances.

Dispositions of Offered Shares

On the disposition or deemed disposition of Offered Shares by a Holder (other than in a tax-deferred transaction or a disposition to Meridian that is not a sale in the open market in the manner in which shares would

normally be purchased by any member of the public in an open market), the Holder will generally realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition in respect of such Offered Shares, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Offered Shares to the Holder.

For purpose of determining the adjusted cost base to a Holder of Offered Shares at a particular time, the cost of the Offered Shares will be averaged with the adjusted cost base of all of the Common Shares of the Company, if any, owned by the Holder as capital property at that time.

One-half of the amount of any capital gain (a “taxable capital gain”) realized by a Holder on a disposition of Offered Shares in a taxation year must be included in computing such Holder’s income for that year, and one-half of any capital loss (an “allowable capital loss”) realized by a Holder on a disposition of Offered Shares in a taxation year must be deducted from any taxable capital gains realized by the Holder in the year, subject to and in accordance with the provisions of the Tax Act. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any following taxation year against net taxable capital gains realized in such years, subject to and in accordance with the provisions of the Tax Act.

A capital gain realized by a Holder who is an individual or trust (other than certain specified trusts) may give rise to a liability for alternative minimum tax. Tax Proposals released August 4, 2023 propose amendments relating to alternative minimum tax. Holders who are individuals should consult their tax advisors in this regard.

A “Canadian-controlled private corporation” (as defined in the Tax Act) or a “substantive CCPC” (as proposed to be defined in the Tax Act pursuant to Tax Proposals contained in Bill C-59 tabled in Parliament on November 30, 2023) that disposes of Offered Shares may be liable to pay an additional tax, which is refundable, under certain circumstances, on certain investment income for the year, including amounts in respect of taxable capital gains.

Foreign Property Information Reporting

Generally, a Holder that is a “specified Canadian entity” (as defined in the Tax Act) for a taxation year or a fiscal period and whose total “cost amount” of “specified foreign property” (as such terms are defined in the Tax Act), including Offered Shares, at any time in the year or fiscal period exceeds $100,000 will be required to file an information return with the Canada Revenue Agency for the year or period disclosing prescribed information in respect of such property. Subject to certain exceptions, a Holder generally will be a specified Canadian entity. The Offered Shares will be “specified foreign property” of a Holder for these purposes. Penalties may apply where a Holder fails to file the required information return in respect of such Holder’s “specified foreign property” on a timely basis in accordance with the Tax Act.

The reporting rules in the Tax Act relating to specified foreign property are complex and this summary does not purport to address all circumstances in which reporting may be required by a Holder. Holders should consult their own tax advisors regarding compliance with these reporting requirements.

Offshore Investment Fund Property

The Tax Act contains rules which may require a taxpayer to include in income in each taxation year an amount in respect of the holding of an “offshore investment fund property”. These rules could apply to a Holder in respect of the Offered Shares if both of two conditions are satisfied.

The first condition for such rules to apply is that the value of the Offered Shares may reasonably be considered to be derived, directly or indirectly, primarily from portfolio investments in: (i) shares of the capital stock of one or more corporations; (ii) indebtedness or annuities; (iii) interests in one or more corporations, trusts, partnerships, organizations, funds or entities; (iv) commodities; (v) real estate; (vi) Canadian or foreign resource properties; (vii) currency of a country other than Canada; (viii) rights or options to acquire or dispose of any of the foregoing; or (ix) any combination of the foregoing (collectively, “Investment Assets”).

The second condition for such rules to apply to a Holder is that it must be reasonable to conclude, having regard to all the circumstances (including certain specified circumstances), that one of the main reasons for the Holder acquiring or holding the Offered Shares was to derive a benefit from portfolio investments in Investment Assets in such a manner that the taxes, if any, on the income, profits and gains from such Investment Assets for any particular year are significantly less than the tax that would have been applicable under Part I of the Tax Act if the income, profits and gains had been earned directly by the Holder.

If applicable, these rules would generally require a Holder to include in income for each taxation year in which the Holder owns the Offered Shares (i) an imputed return for the taxation year computed on a monthly basis and determined by multiplying the Holder's "designated cost" (as defined in the Tax Act) of the Offered Shares at the end of the month by 1/12th of the sum of the applicable prescribed rate for the period that includes such month plus 2%, less (ii) the Holder's income for the year (other than a capital gain) from the Offered Shares determined without reference to these rules. Any amount required to be included in computing a Holder's income under these provisions will be added in computing the Holder's adjusted cost base of the Offered Shares.

These rules are complex and their application depends, to a large extent, in part, on the reasons for a Holder acquiring or holding the Offered Shares. Holders are urged to consult their own tax advisors regarding the application and consequences of these rules in their own particular circumstances.

RISK FACTORS

Investing in the Common Shares involves a high degree of risk and must be considered a highly speculative investment due to the nature of the Company's business and the present stage of exploration and development of its mineral properties. Resource exploration and development is characterized by a number of significant risks: in addition to all other information set out in this Prospectus Supplement, information contained in the section "Cautionary Note Regarding Forward-Looking Information" set forth herein, the Base Shelf Prospectus and the documents incorporated by reference herein and therein, including our financial statements and related notes thereto, the following specific factors could materially adversely affect us and should be considered when deciding whether to make an investment in the Company and our Common Shares. Other risks and uncertainties that we do not presently consider to be material, or of which we are not presently aware, may also become important factors that affect our future business, financial condition and results of operations. The occurrence of any of these risks could materially and adversely affect our business, prospects, financial condition, results of operations or cash flow. In these circumstances, the market price of our Common Shares could decline, and a purchaser of our Common Shares may lose all or part of their investment. The Company cannot assure purchasers that it will successfully address any or all of these risks. There is no assurance that any risk management steps taken will avoid future loss due to the occurrence of the risks described herein, in the AIF, in the other documents incorporated by reference herein or in the Base Shelf Prospectus or other unforeseen risks.

Risks Related to the Company's Business

The Company's operations involve exploration and development and there is no guarantee that any such activity will result in commercial production of mineral deposits.

Estimates of mineral resources are based on interpretation and assumptions which are inherently imprecise. The Company has no history of commercial production and no revenue from operations and cannot provide assurance that we will generate any operating revenues at our mineral properties in the future. The proposed programs on the exploration properties in which the Company holds an interest are exploratory in nature and such properties do not host known bodies of commercial ore. Development of these mineral properties is contingent upon, among other things, obtaining satisfactory exploration results. Mineral exploration and development involve substantial expenses related to locating and establishing mineral reserves, developing metallurgical processes, and constructing mining and processing facilities at a particular site. It also involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to adequately mitigate. Few properties that are explored are ultimately developed into producing mines, and there is no assurance that commercial quantities of ore will be discovered on any of the Company's exploration properties. There is also no assurance that, even if commercial quantities of ore are discovered, a mineral property will be brought into commercial production, or if brought into production, that it will be profitable. The discovery of mineral deposits is dependent upon a number of factors

including the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit is also dependent upon, among a number of other factors, its size, grade, proximity to infrastructure, current metal prices, and government regulations, including regulations relating to required permits, royalties, allowable production, importing and exporting of minerals, land use and environmental protection. The exact effect of these factors cannot be accurately predicted, but any one of these factors, or the combination of any of these factors, may prevent the Company from receiving an adequate return on invested capital. In addition, depending on the type of mining operation involved, several years can elapse from the initial phase of drilling until commercial operations are commenced. Some ore reserves may become unprofitable to develop if there are unfavourable long-term market price fluctuations in precious and base metals, or if there are significant increases in operating or capital costs. Most of the above factors are beyond the Company's control, and it is difficult to ensure that the exploration or development programs proposed by the Company will result in a profitable commercial mining operation.

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, metallurgical and other processing problems, industrial accidents, 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. The Company maintains insurance against risks in the operation of its business in amounts that it believes to be reasonable; however, insurance coverage may not cover all potential risks associated with the Company's operations.

The Company's operations may be negatively affected by global financial conditions.

Global financial conditions continue to be characterized as volatile. In recent years, global markets have been adversely impacted by various credit crises and significant fluctuations in prices, availability and delivery of commodities, and inflation. Many industries have been impacted by these market conditions. Global financial conditions remain subject to sudden and rapid destabilizations in response to international events, as government authorities may have limited resources to respond to future crises. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, business conditions, inflation, the state of the financial markets, interest rates and tax rates, may adversely affect the Offering under this Prospectus Supplement, the Company's prospects, financial condition or the value of the Common Shares.

The Company has negative cash flow from operating activities in its most recently completed financial year and will require additional capital to accomplish its exploration and development plans and maintain adequate working capital, and there can be no assurance that financing will be available.

The Company has negative cash flow from operating activities in its most recently completed financial year. The Company is a development stage mining company, and none of the Company's mineral projects are in production or generate revenue. Depending on the Company's ability to achieve its plans and generate sufficient operating cash flow from future operations, the Company may require substantial additional financing to accomplish its exploration and development plans, maintain adequate working capital, or fund any non-operating expenses that may arise or become due such as interest, tax (in the UK, Canada or Brazil) or other expenses. Failure to obtain sufficient financing, or financing on terms acceptable to the Company, may result in a delay or indefinite postponement of exploration, development, or production on any or all of the Company's properties or even a loss of an interest in a property, or an inability to pay any of the Company's non-operating expenses which could also lead to late fees or penalties, depending on the nature of the expense. Additional financing may not be available when needed. If funding is available, the terms of such financing might not be favourable to the Company. If financing involves the issuance of debt, the terms of the agreement governing such debt could impose restrictions on the Company's operation of its business. Failure to raise capital when needed could have a materially adverse effect on the Company's business, financial condition, and results of operations.

Risks Related to the Company's Securities

Substantial volatility of share price.

In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities of many mineral exploration companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. The price of the Common Shares is also significantly affected by short-term changes in mineral prices or in the Company's financial condition or results of operations as reflected in its quarterly financial reports. Other factors unrelated to the Company's performance that may have an effect on the price of its Common Shares include the following: the extent of analytical coverage available to investors concerning the Company's business may be limited if investment banks with research capabilities do not follow the Company's securities; lessening in trading volume and general market interest in the Company's securities may affect an investor's ability to trade significant numbers of the Common Shares; and the market price of the Common Shares and size of the Company's public float may limit the ability of some institutions to invest in the Company's securities.

Future sales or issuances of equity securities could decrease the value of the Common Shares, dilute investors' voting power and reduce the Company's earnings per share.

The Company may sell equity securities in offerings (including through the sale of securities convertible into equity securities) and may issue additional equity securities to finance operations, exploration, development, acquisitions or other projects through such financing activities or pursuant to existing or future payment obligations. The Company cannot predict the size of future issuances of equity securities or the size and terms of future issuances of other securities convertible into equity securities or the effect, if any, that future issuances and sales of the securities will have on the market price of the Common Shares. Any transaction involving the issuance of previously authorized but unissued Common Shares, or securities convertible into Common Shares, would result in dilution, possibly substantial, to shareholders. Exercises of presently outstanding stock options may also result in dilution to shareholders.

Based on the need for additional capital to fund expected expenditures and growth, it is likely that the Company will issue securities to provide such capital. Such additional issuances may involve the issuance of a significant number of Common Shares at prices less than the current market price.

Sales of substantial amounts of securities, or the availability of securities for sale, could adversely affect the prevailing market prices for the securities and dilute investors' earnings per share. A decline in the market prices of the securities could impair the Company's ability to raise additional capital through the sale of additional securities should the Company desire to do so.

No assurance of an active or liquid market.

No assurance can be given that an active or liquid trading market for our Common Shares will be sustained. If an active or liquid market for the Common Shares fails to be sustained, the prices at which such shares trade may be adversely affected. Whether or not the Common Shares will trade at lower prices depends on many factors, including the liquidity of the Common Shares, prevailing interest rates and the markets for similar securities, general economic conditions and our financial condition, historic financial performance and future prospects.

The Company does not currently anticipate paying dividends.

We currently intend to retain any future earnings to fund the development and growth of our business and do not currently anticipate paying dividends on our Common Shares. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on many factors, including, among others, our financial condition, current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that our board of directors may deem

relevant. During the three most recently completed financial years, no cash dividends or distributions have been declared with respect to the Common Shares.

Risks Related to the Offering

Investors may lose their entire investment.

An investment in the Offered Shares is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the Company.

Completion of the Offering.

The completion of the Offering is subject to the satisfaction of all applicable regulatory approvals, which approvals may not be obtained. The Company has applied to list the Offered Shares, Over-Allotment Shares, and Compensation Shares underlying the Compensation Warrants on the TSX. Listing will be subject to the Company fulfilling all the listing requirements of the TSX and the TSX having no objections to the completion of the Offering. In addition, the completion of the Offering is subject to the completion of definitive binding documentation and satisfaction of a number of conditions. There can be no certainty that the Offering will be completed. If the Offering is not completed, the Company may not be able to raise the funds for the purposes contemplated under “Use of Proceeds” from other sources on commercially reasonable terms or at all.

Broad discretion in the use of proceeds.

While information regarding the use of proceeds from the sale of the Offered Shares is described under the heading “Use of Proceeds”, we retain broad discretion over the use of the net proceeds from the Offering. We have identified certain forward-looking plans and objectives for the proceeds, including those listed under the heading “Business Objectives and Milestones”, but our ability to achieve such plans and objectives could change as a result of a number of internal and external factors, such as our operations and our access to sufficient capital and resources. Because of the number and variability of factors that will determine our use of such proceeds, our ultimate use might vary substantially from its planned use. You may not agree with how we allocate or spend the proceeds from the Offering. We may pursue acquisitions, collaborations or other opportunities that do not result in an increase in the market value of our securities, including the market value of our Common Shares, and that may increase our losses.

Canadian Foreign Affiliate Dumping Rules.

Certain adverse tax considerations may be applicable to a person that acquires Offered Shares who is a corporation resident in Canada and that is or becomes (or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes), as part of a transaction or event or series of transactions or events that includes the acquisition of Offered Shares, controlled by a non-resident (or a group of non-resident persons not dealing with each other at arm’s length) for the purposes of the “foreign affiliate dumping rules” in section 212.3 of the Tax Act. Such persons should consult their tax advisors with respect to the consequences of acquiring Offered Shares.

LEGAL MATTERS

Certain legal matters relating to the Offering will be passed upon on our behalf by Osler, Hoskin & Harcourt LLP and on the Underwriters’ behalf by Borden Ladner Gervais LLP.

The partners and associates of Osler, Hoskin & Harcourt LLP and Borden Ladner Gervais LLP, each as a group, hold beneficially, directly or indirectly, less than 1% of any class of our securities.

AUDITORS, REGISTRAR AND TRANSFER AGENT

The auditors of the Company are KPMG LLP, Chartered Professional Accountants, Toronto, Ontario. In connection with the audit of the Annual Financial Statements, KPMG LLP has reported to Meridian’s audit committee that they are independent of the Company within the meaning of the relevant rules and related interpretations presented by the relevant professional bodies in Canada and applicable legislation or regulations.

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal offices in the cities of Toronto, Ontario and Vancouver, British Columbia.

INTEREST OF EXPERTS

The following persons, firms and companies are named as having prepared or certified a report, valuation, statement or opinion in this Prospectus Supplement, either directly or in a document incorporated by reference.

Name	Description
Erich Marques, B.Sc., MAIG, Chief Geologist of the Company	Non-independent “qualified person” (as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”)) for the Company who prepared or reviewed certain information in the Annual MD&A and AIF
Simon Tear, P.Geo, EurGeol of H&S Consultants Pty. Ltd. of Sydney, Australia	Co-authored the 2023 PEA, “qualified person” (as defined in NI 43-101)
Marcelo Antonio Batelochi, independent geologist of MB Geologia Ltda, Belo Horizonte, Minas Gerais, Brazil	Co-authored the 2023 PEA, “qualified person” (as defined in NI 43-101)
Joseph Keane, P.E., Independent Mineral Processing Engineer Consultant, of SGS North America Inc., Tucson, Arizona, United States.	Co-authored the 2023 PEA, “qualified person” (as defined in NI 43-101)
Tommaso Roberto Raponi, P. Eng, Ausenco Engineering Canada Inc. of Toronto, Canada	Co-authored the 2023 PEA, “qualified person” (as defined in NI 43-101)
Scott C. Elfen, P.E., Ausenco Engineering Canada Inc. of Vancouver, Canada	Co-authored the 2023 PEA, “qualified person” (as defined in NI 43-101)
Guilherme Gomides Ferreira, Mining Engineer, MAIG, GE21 Mineral Consulting of Belo Horizonte, Minas Gerais, Brazil,	Co-authored the 2023 PEA, “qualified person” (as defined in NI 43-101)

The experts named in the foregoing section held, at the time they prepared or certified such statement, report, opinion or valuation, received after such time or will receive any registered or beneficial interest, direct or indirect, in less than 1% of the securities or other property of the Company or one of the Company’s associates.

The aforementioned persons, and the directors, officers, employees and partners, as applicable, of each of the aforementioned persons received or will receive a direct or indirect interest in less than 1% of property of the Company or any associate or affiliate of the Company.

Other than Adrian McArthur, none of the aforementioned persons, nor any director, officer, employee, consultant or partner, as applicable, of the aforementioned persons is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

ELIGIBILITY FOR INVESTMENT

In the opinion of Osler, Hoskin & Harcourt LLP, counsel to the Company with respect to Canadian legal matters, and Borden Ladner Gervais LLP, counsel to the Underwriters with respect to Canadian legal matters, provided the Offered Shares acquired by investors pursuant to the Offering are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes the TSX and the FRA) on the Closing Date, the Offered Shares would, if issued on such date, be a qualified investment under the Tax Act and the regulations thereunder (the

"Regulations") for a trust governed by a registered retirement savings plan ("RRSP"), a registered retirement income fund ("RRIF"), a registered education savings plan ("RESP"), a registered disability savings plan ("RDSP"), a tax-free savings account ("TFSA"), a first home savings account ("FHSA") or a deferred profit sharing plan, each as defined in the Tax Act.

Notwithstanding that the Offered Shares may be a qualified investment for a trust governed by a TFSA, FHSA, RRSP, RRIF, RESP or RDSP, the holder, annuitant or subscriber thereof, as the case may be, will be subject to a penalty tax under the Tax Act if the Offered Shares are a “prohibited investment” (within the meaning of the Tax Act) for the particular TFSA, FHSA, RRSP, RRIF, RESP or RDSP. The Offered Shares will not be a prohibited investment for a TFSA, FHSA, RRSP, RRIF, RESP or RDSP provided the holder, annuitant or subscriber thereof, as the case may be, deals at arm’s length with the Company for purposes of the Tax Act and does not have a “significant interest” (within the meaning of the Tax Act) in the Company. In addition, the Offered Shares will not be a prohibited investment if the Offered Shares are “excluded property” as defined in the Tax Act for trusts governed by a TFSA, FHSA, RRSP, RRIF, RESP or RDSP. Prospective purchasers who intend to hold Offered Shares in their TFSAs, FHSAs, RRSPs, RRIFs, RESPs or RDSPs should consult their own tax advisors regarding their particular circumstances.

PURCHASER'S STATUTORY RIGHTS

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

In an offering of convertible, exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial securities legislation, to the price at which the convertible, exchangeable or exercisable securities is offered to the public the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

143648537:v8

CERTIFICATE OF THE COMPANY

April 3, 2024

The short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement, as required by the securities legislation of British Columbia, Alberta and Ontario.

(Signed) Gilbert Clark
Gilbert Clark
Chief Executive Officer

(Signed) Soraia Morais
Soraia Morais
Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(Signed) Douglas Ford
Douglas Ford
Director

(Signed) Susanne Sesselmann
Susanne Sesselmann
Director

C-1

C-2

CERTIFICATE OF THE UNDERWRITERS

April 3, 2024

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of British Columbia, Alberta and Ontario.

BEACON SECURITIES LIMITED

(signed) Daniel Belchers
Daniel Belchers
Managing Director

BMO NESBITT BURNS INC.

(signed) Jesse Pearlstein
Jesse Pearlstein
Director

CIBC WORLD MARKETS INC.

(signed) Steven Reid
Steven Reid
Head of Global Mining, Managing Director

CORMARK SECURITIES INC.

(signed) Kevin Carter
Kevin Carter
Managing Director

RAYMOND JAMES LTD.

(signed) John Willett
John Willett
Managing Director

SCP RESOURCE FINANCE LP, by its general partner, SCP RESOURCE FINANCE GP INC.

(signed) David Wargo
David Wargo
Managing Director, Head of Investment Banking

This short form prospectus is a base shelf prospectus. This short form base shelf prospectus has been filed under legislation in British Columbia, Alberta and Ontario that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except where an exemption from such delivery requirements is available pursuant to applicable securities laws.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. These securities may not be offered or sold in the United States except in transactions exempt from registration under the U.S. Securities Act and under the securities laws of any applicable state and this short form base shelf prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in the United States. See "Plan of Distribution".

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request, without charge, from the Corporate Secretary of Meridian Mining UK Societas at c/o Suite 1305 - 1090 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3V7, telephone: 1 (778) 715 6410 (PST), Email: [email protected] and are also available electronically at www.sedar.com

SHORT FORM BASE SHELF PROSPECTUS

NEW ISSUE

February 24, 2023

MERIDIAN MINING UK SOCIETAS

$100,000,000

Common Shares

Warrants

Units

Meridian Mining UK Societas ("Meridian" or the "Company") may offer and sell, from time to time, common shares of the Company ("Common Shares"), warrants to purchase Common Shares ("Warrants") or any combination of the Common Shares and Warrants ("Units") (all of the foregoing collectively, the "Securities") up to an aggregate offering price of $100,000,000 (or the equivalent thereof, at the date of issue, in any other currency or currencies, as the case may be) in one or more transactions at any time during the 25-month period that this short form base shelf prospectus (including any amendments hereto) (the "Prospectus"), remains effective. Securities offered hereby may be offered separately or together, in separate series, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying prospectus supplement (a "Prospectus Supplement"). In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by us or one of our subsidiaries. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of among other things, Securities, cash and assumption of liabilities.

The specific terms of the Securities with respect to a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable (i) in the case of Common Shares, the number of Common Shares offered, the offering price, whether the Common Shares are being offered for cash, and any other terms specific to the Common Shares being offered, (ii) in the case of Warrants, the number of such Warrants offered, the offering price, whether the Warrants are being offered for cash, the designation, the number and the terms of the Common Shares purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, the dates and periods of exercise, the currency in which the Warrants are issued and any other terms specific to the Warrants being offered, and (iii) in the case of Units, the designation, number and terms of the Common Shares or Warrants comprising the Units.

The sale of Common Shares may be effected from time to time in one or more transactions at non-fixed prices pursuant to transactions that are deemed to be "at-the-market distributions" as defined in National Instrument 44-102 - Shelf Distributions ("NI - 44-102"), including sales made directly on the Toronto Stock Exchange (the "TSX") or other existing trading markets for Common Shares, and as set forth in a Prospectus Supplement for such purpose. This Prospectus may qualify "at-the-market distributions". See "Plan of Distribution".

All shelf information permitted under applicable securities laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except where an exemption from such delivery requirements is available pursuant to applicable securities laws. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in such jurisdictions. We may offer and sell Securities to, or through, underwriters or dealers purchasing as principals, directly to one or more other purchasers, or through agents pursuant to applicable statutory exemptions.

The Company may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through applicable statutory exemptions, or through agents designated by the Company from time to time. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged in connection with the offering and sale of the Securities, as well as the method of distribution and the terms of the offering of such Securities, including the net proceeds to the Company and, to the extent applicable, any fees, discounts, concessions or any other compensation payable to underwriters, dealers or agents and any other material terms. See "Plan of Distribution".

The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices, including sales in transactions that are deemed to be "at-the-market" distributions as outlined in NI 44-102. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers is less than the gross proceeds paid by the underwriter, dealer or agent to the Company. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.

In connection with any offering of Securities (other than an "at-the-market distribution" (as defined in NI 44-102)), unless otherwise specified in a Prospectus Supplement, the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters', dealers' or agents' over-allocation position acquires those securities under this Prospectus and the Prospectus Supplement relating to the particular offering of Securities, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. See "Plan of Distribution".

No underwriter or dealer involved in an "at-the-market distribution" under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such underwriter or dealer will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

Our Common Shares are listed and posted for trading on the TSX under the symbol "MNO", on the OTCQB Venture Market ("OTCQB") under the trading symbol "MRRDF" and on the Frankfurt Stock Exchange ("FRA") under the symbol "2MM". On February 23, 2023, the last trading day of the Common Shares prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was $0.35. Unless otherwise specified in the applicable Prospectus Supplement, the Warrants and the Units will not be listed on any securities exchange. There is no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell these Securities purchased under this Prospectus. This may affect the pricing of these Securities in the secondary market, the transparency and availability of trading prices, the liquidity of these Securities, and the extent of issuer regulation. See "Risk Factors".

Prospective investors should be aware that the acquisition of the Securities may have tax consequences that may not be fully described in this Prospectus or in any Prospectus Supplement, and should carefully review the tax discussion, if any, contained in the applicable Prospectus Supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.

Investing in the Securities involves significant risks. Prospective investors should carefully consider the risk factors described under the heading "Risk Factors" in this Prospectus, in the applicable Prospectus Supplement with respect to a particular offering and in the documents incorporated by reference herein and therein. See "Cautionary Note Regarding Forward-Looking Information" in this Prospectus, as well as "Risk Factors" in this Prospectus and other risk factors included in the documents incorporated by reference herein which are available electronically at www.sedar.com.

No underwriter has been involved in the preparation of this Prospectus or performed any review of the content of this Prospectus.

Our head office is located at 6th Floor, 65 Gresham Street, London, EC2V 7NQ, United Kingdom. Our registered and records office is located at 6th Floor, 65 Gresham Street, London, EC2V 7NQ, United Kingdom.

The Company, Gilbert Clark, the Executive Chairman and a director of the Company, Adrian McArthur, the President, Chief Executive Officer, Chief Geologist and a director of the Company, Susanne Sesselmann, a director of the Company, Mark Thompson, a director of the Company, Simon Tear, P.Geo, EurGeol of H&S Consultants Pty. Ltd. of Sydney, Australia, Marcelo Antonio Batelochi, independent geologist of MB Geologia Ltda, Belo Horizonte, Minas Gerais, Brazil and Joseph Keane, P.E., Independent Mineral Processing Engineer Consultant of SGS North America Inc., Tucson, Arizona, United States (collectively, the "Foreign Persons") are incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or reside outside of Canada. Although the Foreign Persons have appointed Osler, Hoskin & Harcourt LLP at Suite 1700, Guinness Tower, 1055 West Hastings Street, Vancouver, B.C. V6E 2E9 as their agent for service of process in Canada, investors are advised that it may not be possible for investors to enforce judgments obtained in Canada against the Foreign Persons, or any other person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even though they have appointed an agent for service of process.

iii

TABLE OF CONTENTS

Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ...1
DOCUMENTS INCORPORATED BY REFERENCE ...2
THE COMPANY ...4
USE OF PROCEEDS ...5
CONSOLIDATED CAPITALIZATION ...5
PLAN OF DISTRIBUTION ...5
PRIOR SALES ...6
TRADING PRICE AND VOLUME ...6
DESCRIPTION OF COMMON SHARES ...6
DESCRIPTION OF WARRANTS ...7
DESCRIPTION OF UNITS ...8
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS ...8
RISK FACTORS ...8
LEGAL MATTERS ...10
TRANSFER AGENT AND REGISTRAR ...10
INTEREST OF EXPERTS ...10
INDEPENDENT AUDITOR ...10
PURCHASER’S STATUTORY RIGHTS ...11
PURCHASER’S CONTRACTUAL RIGHTS ...11
CERTIFICATE OF MERIDIAN MINING UK SOCIETAS ...C-1

-i-

You should rely only on the information contained in or incorporated by reference in this Prospectus and any applicable Prospectus Supplement in connection with an investment in the Securities. We have not authorized anyone to provide you with different information. We are not making an offer of the Securities in any jurisdiction where such offer is not permitted. You should assume that the information appearing in this Prospectus or any Prospectus Supplement is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless specified otherwise or required by law. Our business, financial condition, results of operations and prospects may have changed since those dates.

In this Prospectus and any Prospectus Supplement, unless the context otherwise requires, the terms “we”, “our”, “us” and the “Company” refer to Meridian Mining UK Societas and our direct and indirect subsidiaries. References to dollars or “$” or “C$” are to Canadian currency unless otherwise indicated. References to “U.S. dollars”, “US$”, or “USD” are to United States dollars.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus, any Prospectus Supplement and the documents incorporated by reference herein contains “forward-looking information” which may include, but is not limited to, statements with respect to: the future financial or operating performance of the Company and its subsidiaries; our mineral projects including statements concerning our plans at the Cabaçal Project (as defined herein); the future price of metals; the estimation of Mineral Resources; the realization of Mineral Resource estimates; the timing and amount of estimated future production; costs of production; capital, operating and exploration expenditures; costs and timing of the development of new deposits; costs and timing of future exploration; requirements for additional capital; expected benefits of financings; dividend distribution; use of proceeds; government regulation of mining operations; environmental risks; reclamation expenses; title disputes or claims and limitations of insurance coverage; and the timing and possible outcomes of pending regulatory matters. Often, but not always, forward-looking statements can be identified by the use of words and phrases such as “plans”, “expects”, “budget”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements in this Prospectus under “Risk Factors” as well as those factors disclosed under “Risk Factors” in the Company’s AIF (as defined herein) and the Company’s Interim MD&A (as defined herein) which are incorporated by reference herein. Such risks and other factors include, among others, and without limitation: our business objectives and milestones; the future financial or operating performance of the Company and its subsidiaries; the estimation of Mineral Resources and the realization of Mineral Resource estimates; costs of capital, operating and exploration expenditures; costs and timing of future exploration; requirements for additional capital and availability of funding; actions taken by the Company’s lenders, creditors, shareholders, and other stakeholders to enforce their rights; actions taken against the Company by governmental agencies and securities and other regulators; potential direct or indirect operational impacts resulting from infectious diseases or pandemics, such as the COVID-19 pandemic; 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; our expectations regarding certain of our future results, including, among others, revenue, expenses, expenditures, operations and use of future cash flow; risks related to the validity of mineral property claims; changes in laws and environmental laws and regulations; the Company having no assurance that all necessary permits will be issued or if issued, that they will be issued in a timely manner; the Company having 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; changes in taxation rates; political conditions and developments in countries in which the Company operates; changes in supply, demand and pricing of the metal commodities in which the Company hopes to find and successfully mine; 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; and other factors not currently viewed as material that could cause actual results to differ materially from those described in the forward-looking statements. If any of these risks or uncertainties materialize, or if the opinions, estimates, or assumptions underlying the forward-looking statements prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking statements.

Forward-looking statements are based, in part, on assumptions and factors that may change, thus causing actual results or achievements to differ materially from those expressed or implied by the forward-looking statements. Such factors and assumptions may include, but are not limited to: production costs; the geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis that are involved in the calculation of mineral reserves and Mineral Resources; expectations regarding industry trends, overall market growth rates and our growth rates and growth strategies; that there is no material deterioration in general business and economic conditions; the long-term impact of COVID-19 on our business, financial position, results of operations and/or cash flows; that there is no unanticipated fluctuation of interest rates and foreign currency exchange rates; that the supply and demand for, deliveries of, and the level and volatility of prices of precious and base metals, as well as oil and petroleum products develop as expected; that the Company receives regulatory and governmental approvals for its development projects and other operations on a timely basis; expectations regarding the revenue generation potential of our products; our business plans and strategies; that the Company is able to obtain financing for its development projects on reasonable terms; our ability to execute on our strategic growth priorities and to successfully integrate acquisition targets; that the Company is able to procure exploration equipment and services, and operating supplies in sufficient quantities and on a timely basis; that engineering and construction timetables and capital costs for the Company's development and expansion projects are not incorrectly estimated or affected by unforeseen circumstances; our competitive position in our industry; that costs of closure of various operations are accurately estimated; that unforeseen changes to the political stability or government regulation in the countries in which the Company operates do not occur; our ability to retain key personnel; and that the Company maintains its ongoing relations with its employees, affected communities, business partners and joint venturers.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. The Company provides no assurance that forward-looking information will prove to be accurate. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from any conclusions, forecasts or projections described in the forward-looking information. Forward-looking statements contained herein are made as of the date of this Prospectus and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results, except as may be required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in British Columbia, Alberta and Ontario (collectively, the "Commissions"). Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Company at c/o Suite 1305, 1090 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3V7, telephone 1 (778) 715 6410 (PST), email: [email protected]. These documents are also available through the internet on SEDAR, which can be accessed online at www.sedar.com.

The following documents of the Company, filed by the Company with the Commissions, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the amended and restated annual information form (the "AIF") of the Company dated effective as of June 2, 2022, for the financial year ended December 31, 2021;

(b) the annual audited consolidated financial statements of the Company as at and for the years ended December 31, 2021 and 2020, together with the notes thereto (the "Annual Financial Statements") and the independent auditors' report thereon;

(c) the management's discussion and analysis of financial condition and results of operations of the Company for the financial year ended December 31, 2021 (the "Annual MD&A");

(d) the management information circular of the Company dated May 16, 2022, with respect to the annual and special general meeting of shareholders held on June 28, 2022;

(e) the unaudited condensed consolidated interim financial statements of the Company as at September 30, 2022, and for the three and nine-month periods ended September 30, 2022 and 2021, together with the notes thereto (the "Interim Financial Statements");

(f) the management’s discussion and analysis of financial condition and results of operations of the Company for the nine-month period ended September 30, 2022 (the “Interim MD&A”);
(g) the material change report dated September 26, 2022, announcing an initial Mineral Resource estimate for the Cabaçal Property of 52.9Mt @ 0.6g/t Au, 0.3% Cu Indicated Resources and 1.4g/t Ag plus 10.3Mt @ 0.7g/t Au, 0.2% Cu & 1.1g/t Ag Inferred Resources;
(h) the technical report dated November 9, 2022, entitled “Independent Technical Report, Mineral Resource Estimate for the Cabaçal VMS deposit, Cabaçal Project, State of Mato Grosso, Brazil” (the “2022 Technical Report”);
(i) the management information circular of the Company dated December 2, 2022, with respect to the general meeting of shareholders held on December 30, 2022;
(j) material change report dated December 30, 2022, announcing the closing of an offering to raise $5,862,549.70, pursuant to which the Company sold 16,750,142 Common Shares at a price of C$0.35 per Common Share, pursuant to an offering document under Part 5A of National Instrument 45-106 – Prospectus Exemptions - Listed Issuer Financing Exemption; and
(k) the material change report of the Company filed on January 30, 2023, announcing 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.

Any document of the types referred to in the preceding paragraph (excluding press releases and confidential material change reports) or of any other type required to be incorporated by reference into a short form prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions that are filed by us with a Commission after the date of this Prospectus and prior to the termination of an offering under any Prospectus Supplement shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded.

A Prospectus Supplement containing the specific terms of an offering will be delivered to purchasers of such Securities together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement, but only for the purposes of the offering covered by that Prospectus Supplement.

Upon a new annual information form, and annual consolidated financial statements and the accompanying management’s discussion and analysis being filed by us with the applicable securities commissions or similar authorities in Canada during the period that this Prospectus is effective, the relevant sections of the previous annual information form, as applicable, and the previous annual consolidated financial statements and all interim financial statements and in each case the accompanying management’s discussion and analysis filed prior to the commencement of the financial year in which the new annual consolidated financial statements and the accompanying management’s discussion and analysis is filed, shall be deemed to no longer be incorporated into this Prospectus for purpose of future offers and sales of Securities under this Prospectus. Upon interim financial statements and the accompanying management’s discussion and analysis being filed by us with the applicable securities commissions or similar authorities in Canada during the period that this Prospectus is effective, all interim financial statements and the accompanying management’s discussion and analysis filed prior to such new interim financial statements and management’s discussion and analysis shall be deemed to no longer be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular for an annual meeting of shareholders being filed by us with the applicable securities commissions or similar authorities in Canada during the period that this Prospectus is effective, the relevant sections of the previous management information circular filed in respect of the prior annual meeting of shareholders, as applicable, shall

no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

Reference to the Company's website in any documents that are incorporated by reference into this Prospectus do not incorporate by reference the information on such website into this Prospectus, and the Company disclaims any such incorporation by reference.

THE COMPANY

Meridian Mining UK Societas is currently engaged in the exploration and development of mineral deposits in Brazil through its two wholly owned subsidiaries Meridian Mineração Jaburi S.A. and Rio Cabaçal Mineração Ltda. The Company is currently focused on resource development of the Cabaçal VMS Copper-Gold Project (the "Cabaçal Project"), exploration in the Jaurú & Araputanga Greenstone belts located in the state of Mato Grosso and exploring the Espigão Copper-Gold polymetallic project located in the State of Rondônia, Brazil.

The Company's head office is located at 6th Floor, 65 Gresham Street, London, EC2V 7NQ, United Kingdom.

Intercorporate Relationships

Recent Developments

On November 10, 2022, the Company announced that it had filed the 2022 Technical Report, which reported an initial Mineral Resource estimate for the Cabaçal Project of 52.9Mt @ 0.6g/t Au, 0.3% Cu and 1.4g/t Ag Indicated Resources plus 10.3Mt @ 0.7g/t Au, 0.2% Cu and 1.1g/t Ag Inferred Resources. The reader is cautioned that Mineral Resources are not reserves and do not have demonstrated economic viability.

On December 30, 2022, the Company announced the closing of its $5,862,549.70 offering under Part 5A of National Instrument 45-106 - Prospectus Exemptions - Listed Issuer Financing Exemption private placement offering (the "December 2022 Offering"). Under the December 2022 Offering, Beacon Securities Limited, as lead agent and sole bookrunner on behalf of a syndicate of agents which included Raymond James Ltd., Cormark Securities Inc. and PI Financial Corp. (collectively, the "Agents"), sold 16,750,142 Common Shares at a price of $0.35 per Common Share pursuant to the terms and conditions of an agency agreement entered into between the Company and the Agents dated December 30, 2022. 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 $0.35 per Common Share until December 30, 2024.

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 a director.

USE OF PROCEEDS

The net proceeds to us from any offering of Securities and the proposed use of those proceeds will be set forth in the applicable Prospectus Supplement relating to that offering of Securities. The Company has negative cash flow from operating activities in its most recently completed financial year, because the Company is a development stage mining company and none of its mineral projects are in production or generate revenue. The Company may continue to incur negative cash flow in future periods. The Company may need to allocate a portion of its existing working capital or a portion of the proceeds of any offering of Securities to fund any such negative cash flow. As at January 31, 2023, there have been no variances or changes from what we had previously disclosed as to how we were going to use the proceeds of the December 2022 Offering.

CONSOLIDATED CAPITALIZATION

Since the date of the financial statements most recently filed by the Company, which are incorporated by reference in this Prospectus, there has been no material change to the share and loan capital of the Company on a consolidated basis, other than: (i) the 16,750,142 Common Shares issued at a price of $0.35 per Common Share pursuant to the December 2022 Offering; (ii) the 501,004 Broker Warrants issued to the Agents in connection with the December 2022 Offering exercisable into Common Shares at $0.35 per Common Share; (iii) the 4,484,063 Common Shares issued in connection with the exercise of warrants at $0.30 per Common Share; (iv) the 3,225,500 stock options granted to acquire Common Shares exercisable at $0.50 per Common Share; (v) the expiry of 5,613,750 warrants to acquire Common Shares exercisable at $0.30 per Common Share; and (vi) 37,900 Common Shares issued pursuant to the exercise of compensation option units at $0.20 per compensation option unit.

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on our share and loan capitalization that will result from the issuance of Securities pursuant to such Prospectus Supplement.

PLAN OF DISTRIBUTION

We may offer and sell Securities directly to one or more purchasers, through agents, or through underwriters or dealers designated by us from time to time. We may distribute the Securities from time to time in one or more transactions at fixed prices (which may be changed from time to time), at market prices prevailing at the times of sale, at varying prices determined at the time of sale, at prices related to prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be "at-the-market distributions" as defined in NI 44-102, including sales made directly on the TSX or other existing trading markets for the Securities. A description of such pricing will be disclosed in the applicable Prospectus Supplement. We may offer Securities in the same offering, or we may offer Securities in separate offerings.

A Prospectus Supplement will describe the terms of each specific offering of Securities, including (i) the terms of the Securities to which the Prospectus Supplement relates, including the type of Security being offered; (ii) the name or names of any agents, underwriters or dealers involved in such offering of Securities; (iii) the purchase price of the Securities offered thereby and the proceeds to us from the sale of such Securities; (iv) any agents' commission, underwriting discounts and other items constituting compensation payable to agents, underwriters or dealers; and (v) any discounts or concessions allowed or re-allowed or paid to agents, underwriters or dealers.

If underwriters are used in an offering, the Securities offered thereby will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase Securities will be subject to the conditions precedent agreed upon by the parties and the underwriters will be obligated to purchase all Securities under that offering if any are purchased. Any public offering price and any discounts or concessions allowed or re-allowed or paid to agents, underwriters or dealers may be changed from time to time.

The Securities may also be sold: (i) directly by us at such prices and upon such terms as agreed to; or (ii) through agents designated by us from time to time. Any agent involved in the offering and sale of the Securities in respect of which this Prospectus is delivered will be named, and any commissions payable by us to such agent will be set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any agent is acting on a "best efforts" basis for the period of its appointment.

We may agree to pay the underwriters a commission for various services relating to the issue and sale of any Securities offered under any Prospectus Supplement. Agents, underwriters or dealers who participate in the distribution of the Securities may be entitled under agreements to be entered into with us to indemnification by us against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof.

We may authorize agents or underwriters to solicit offers by eligible institutions to purchase Securities from us at the public offering price set forth in the applicable Prospectus Supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. The conditions to these contracts and the commissions payable for solicitation of these contracts will be set forth in the applicable Prospectus Supplement.

Each class or series of Warrants and Units will be a new issue of Securities with no established trading market. Unless otherwise specified in the applicable Prospectus Supplement, the Warrants or Units will not be listed on any securities or stock exchange. Unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Warrants or Units may be sold and purchasers may not be able to resell Warrants or Units purchased under this Prospectus or any Prospectus Supplement. This may affect the pricing of the Warrants or Units in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. Subject to applicable laws, certain dealers may make a market in the Warrants or Units, as applicable, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any dealer will make a market in the Warrants or Units or as to the liquidity of the trading market, if any, for the Warrants or Units.

In connection with any offering of Securities other than an "at-the-market distribution", unless otherwise specified in a Prospectus Supplement, underwriters or agents may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of Securities offered at levels other than those which might otherwise prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. No underwriter or dealer involved in an "at-the-market distribution" under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such underwriter or dealer will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

PRIOR SALES

Information in respect of prior sales of the Common Shares or other Securities distributed under this Prospectus and for securities that are convertible or exchangeable into the Common Shares or such other Securities within the previous 12-month period will be provided, as required, in a Prospectus Supplement with respect to the issuance of the Common Shares or other Securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

The Common Shares were listed for trading on the TSX Venture Exchange from November 28, 2016, to April 1, 2022. On April 4, 2022, the Common Shares commenced trading on the TSX under the symbol "MNO". Trading price and volume of the Common Shares will be provided, as required, in each Prospectus Supplement.

DESCRIPTION OF COMMON SHARES

Our authorized share capital consists of an unlimited number of Common Shares with a par value of €0.01. As at the date of this Prospectus, 202,833,761 Common Shares are issued and outstanding.

Each Common Share is entitled to one vote at meetings of shareholders and carries with it equal rights with respect to dividends, if any, and residual interests upon dissolution of the Company. Holders of Common Shares have no pre-emptive rights, nor any right to convert their shares into other securities. There is no restriction on the ability of the Company to pay dividends other than cash flow considerations.

Dividend Policy

We currently intend to retain any future earnings to fund the development and growth of our business and do not currently anticipate paying dividends on our common shares. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on many factors, including, among others, our financial condition,

current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that our board of directors may deem relevant.

DESCRIPTION OF WARRANTS

We may issue Warrants to purchase Common Shares. This section describes the general terms that will apply to any Warrants issued pursuant to this Prospectus.

Warrants may be offered separately or together with other Securities and may be attached to or separate from any other Securities. Unless the applicable Prospectus Supplement otherwise indicates, each series of Warrants will be issued under a separate warrant indenture to be entered into between us and one or more banks or trust companies acting as Warrant agent. The Warrant agent will act solely as our agent and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants. The applicable Prospectus Supplement will include details of the warrant indentures, if any, governing the Warrants being offered. The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set out in the applicable Prospectus Supplement.

Notwithstanding the foregoing, we will not offer Warrants for sale separately to any member of the public in Canada unless the offering is in connection with and forms part of the consideration for an acquisition or merger transaction or unless the Prospectus Supplement containing the specific terms of the Warrants to be offered separately is first approved for filing by the Commissions in each of the provinces of Canada where the Warrants will be offered for sale.

The Prospectus Supplement relating to any Warrants that we offer will describe the Warrants and the specific terms relating to the offering. The description will include, where applicable:

the designation and aggregate number of Warrants;
the price at which the Warrants will be offered;
the currency or currencies in which the Warrants will be offered;
the date on which the right to exercise the Warrants will commence and the date on which the right will expire;
the designation, number and terms of the Common Shares that may be purchased upon exercise of the Warrants, and the procedures that will result in the adjustment of those numbers;
the exercise price of the Warrants;
the designation and terms of the Securities, if any, with which the Warrants will be offered, and the number of Warrants that will be offered with each Security;
if the Warrants are issued as a Unit with another Security, the date, if any, on and after which the Warrants and the other Security will be separately transferable;
any minimum or maximum amount of Warrants that may be exercised at any one time;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
whether the Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;
material United States and Canadian federal income tax consequences of owning the Warrants; and
any other material terms or conditions of the Warrants.

Warrant certificates will be exchangeable for new Warrant certificates of different denominations at the office indicated in the Prospectus Supplement. Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the Securities subject to the Warrants. We may amend the warrant indenture(s) and the Warrants, without the

consent of the holders of the Warrants, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not prejudice the rights of the holders of outstanding Warrants, as a group.

DESCRIPTION OF UNITS

We may issue Units comprised of one or more of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each of the Securities included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement, if any, under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date. The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Units. This description may include, but is not limited to, any of the following, if applicable:

the designation and aggregate number of Units;
the price at which the Units will be offered;
the designation and terms of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;
any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units;
whether the Units will be issued in fully registered or global form;
whether the Company will apply to list the Units on any securities exchange;
the material United States and Canadian federal income tax consequences of owning the Units, including how the purchase price paid will be allocated among the Securities comprising the Units; and
any other material terms and conditions of the Units.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement will describe certain Canadian federal income tax consequences to investors described therein of acquiring any Securities offered thereunder. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.

RISK FACTORS

An investment in the Securities involves a high degree of risk and must be considered a highly speculative investment due to the nature of the Company's business and the present stage of exploration and development of its mineral properties. Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in quantity or quality to return a profit from production.

Prospective purchasers of the Securities should carefully consider the risk factors set out below, as well as the information included in any Prospectus Supplement and in documents incorporated by reference in this Prospectus and any applicable Prospectus Supplement, before making an investment decision to purchase the Securities. See "Documents Incorporated by Reference", including under the headings "Risk Factors" in the AIF and the Interim MD&A. Without limiting the foregoing, the following risk factors should be given special consideration when evaluating an investment in the Securities. Each of the risks described herein and documents could materially and adversely affect our business, financial condition, results of operations and prospects, cause actual events to differ materially from those described under "Cautionary Note Regarding Forward-Looking Information" and information relating to the Company and could result in a loss of your investment. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also have a material adverse effect on the Company.

Substantial Volatility of Share Price

Future sales or issuances of equity Securities could decrease the value of the Common Shares, dilute investors' voting power and reduce the Company's earnings per share.

The Company may sell equity Securities in offerings and may issue additional equity Securities to finance operations, exploration, development, acquisitions or other projects. The Company cannot predict the size of future issuances of equity Securities or the size and terms of future issuances of other Securities convertible into equity Securities or the effect, if any, that future issuances and sales of the Securities will have on the market price of the Common Shares. Any transaction involving the issuance of previously authorized but unissued Common Shares, or Securities convertible into Common Shares, would result in dilution, possibly substantial, to shareholders. Exercises of presently outstanding stock options may also result in dilution to shareholders.

The board of directors of the Company has the authority to authorize certain offers and sales of the Securities without the vote of, or prior notice to, shareholders. Based on the need for additional capital to fund expected expenditures and growth, it is likely that the Company will issue the Securities to provide such capital. Such additional issuances may involve the issuance of a significant number of Common Shares at prices less than the current market price.

Sales of substantial amounts of the Securities, or the availability of the Securities for sale, could adversely affect the prevailing market prices for the Securities and dilute investors' earnings per share. A decline in the market prices of the Securities could impair the Company's ability to raise additional capital through the sale of additional Securities should the Company desire to do so.

The Company has negative cash flow from operating activities in its most recently completed financial year and will require additional capital to accomplish its exploration and development plans and maintain adequate working capital, and there can be no assurance that financing will be available.

The Company has discretion in the use of the net proceeds from an offering.

The Company intends to allocate the net proceeds it will receive from an offering as described under "Use of Proceeds" in this Prospectus and the applicable Prospectus Supplement, however, the Company will have discretion in the actual application of the net proceeds. The Company may elect to allocate the net proceeds differently from that described in "Use of Proceeds" in this Prospectus and the applicable Prospectus Supplement if the Company believes it would be in the

Company's best interests to do so. The Company's investors may not agree with the manner in which the Company chooses to allocate and spend the net proceeds from an offering. The failure by the Company to apply these funds effectively could have a material adverse effect on the business of the Company.

There is an absence of a public market for certain of the Securities.

There is no public market for the Warrants or Units and, unless otherwise specified in the applicable Prospectus Supplement, the Company does not intend to apply for listing of the Warrants or Units on any securities exchanges. If the Warrants or Units are traded after their initial issuance, they may trade at a discount from their initial offering prices depending on prevailing interest rates (as applicable), the market for similar securities and other factors, including general economic conditions and our financial condition. There can be no assurance as to the liquidity of the trading market for the Warrants or Units, or that a trading market for these securities will develop at all.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement related to the Securities, certain legal matters related to the Securities offered by this Prospectus will be passed upon on our behalf by Osler, Hoskin & Harcourt LLP.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal offices in the cities of Toronto, Ontario and Vancouver, British Columbia.

INTEREST OF EXPERTS

The following persons, firms and companies are named as having prepared or certified a report, valuation, statement or opinion in this Prospectus, either directly or in a document incorporated by reference.

Name	Description
Dr. Adrian McArthur (B.Sc. Hons, PhD. FAusIMM), President, Chief Executive Officer, Chief Geologist and a director of the Company	Non-independent “qualified person” (as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”)) for the Company who prepared or reviewed certain information in the Annual MD&A and the Interim MD&A
Simon Tear, P.Geo, EurGeol of H&S Consultants Pty. Ltd. of Sydney, Australia	Co-authored the 2022 Technical Report, “qualified person” (as defined in NI 43-101)
Marcelo Antonio Batelochi, independent geologist of MB Geologia Ltda, Belo Horizonte, Minas Gerais, Brazil	Co-authored the 2022 Technical Report, “qualified person” (as defined in NI 43-101)
Joseph Keane, P.E., Independent Mineral Processing Engineer Consultant, of SGS North America Inc., Tucson, Arizona, United States.	Co-authored the 2022 Technical Report, “qualified person” (as defined in NI 43-101)

The experts named in the foregoing section held, at the time they prepared or certified such statement, report, opinion or valuation, received after such time or will receive any registered or beneficial interest, direct or indirect, in less than one percent of the securities or other property of the Company or one of the Company's associates.

The aforementioned persons, and the directors, officers, employees and partners, as applicable, of each of the aforementioned persons received or will receive a direct or indirect interest in less than one percent of property of the Company or any associate or affiliate of the Company.

None of the aforementioned persons, nor any director, officer, employee, consultant or partner, as applicable, of the aforementioned persons is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

INDEPENDENT AUDITOR

The auditors of the Company are KPMG LLP, Chartered Professional Accountants, Toronto, Ontario. In connection with the audit of Meridian's financial statements, KPMG LLP has reported to Meridian's audit committee that they are

independent of Meridian within the meaning of the relevant rules and related interpretations presented by the relevant professional bodies in Canada and applicable legislation or regulations.

PURCHASER'S STATUTORY RIGHTS

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal advisor.

In an offering of convertible, exchangeable or exercisable Securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial securities legislation, to the price at which the convertible, exchangeable or exercisable Securities is offered to the public the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of this right of action for damages or consult with a legal adviser.

PURCHASER'S CONTRACTUAL RIGHTS

Original purchasers of Warrants offered separately without other Securities, will have a contractual right of rescission against Meridian in respect of the conversion, exchange or exercise of such a Warrant. The contractual right of rescission will entitle such original purchasers to receive the amount paid upon conversion, exchange or exercise, upon surrender of the underlying Securities gained thereby, in the event that this Prospectus, the relevant Prospectus Supplement or an amendment thereto contains a misrepresentation, provided that both: (i) the conversion, exchange or exercise; and (ii) the exercise of the contractual right of rescission take place within 180 days of the date of the purchase of the aforementioned Warrants under this Prospectus and the applicable Prospectus Supplement. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law.

CERTIFICATE OF MERIDIAN MINING UK SOCIETAS

February 24, 2023

This short form prospectus, together with the documents incorporated in this prospectus by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus, as required by the securities legislation of British Columbia, Alberta and Ontario.

(Signed) Adrian McArthur
Adrian McArthur
Chief Executive Officer

(Signed) Soraia Morais
Soraia Morais
Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(Signed) Charles Riopel
Charles Riopel
Director

(Signed) Susanne Sesselmann
Susanne Sesselmann
Director

C - 1

AI assistant

Meridian Mining — Share Issue/Capital Change 2024

47387_rns_2024-04-03_c163f023-820a-4660-ad36-d783a32c3c06.pdf

PROSPECTUS SUPPLEMENT

MERIDIAN MINING UK SOCIETAS

50,000,000 Common Shares

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT

CURRENCY AND EXCHANGE RATE INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

THE COMPANY

Overview

Intercorporate Relationships

Recent Developments

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

Business Objectives and Milestones

PLAN OF DISTRIBUTION

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Compensation Warrants

PRIOR SALES

TRADING PRICE AND VOLUME

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Dividends on Offered Shares

Dispositions of Offered Shares

Foreign Property Information Reporting

Offshore Investment Fund Property

RISK FACTORS

Risks Related to the Company's Business

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

The Company's operations may be negatively affected by global financial conditions.

The Company has negative cash flow from operating activities in its most recently completed financial year and will require additional capital to accomplish its exploration and development plans and maintain adequate working capital, and there can be no assurance that financing will be available.

Risks Related to the Company's Securities

Substantial volatility of share price.

Future sales or issuances of equity securities could decrease the value of the Common Shares, dilute investors' voting power and reduce the Company's earnings per share.

No assurance of an active or liquid market.

The Company does not currently anticipate paying dividends.

Risks Related to the Offering

Investors may lose their entire investment.

Completion of the Offering.

Broad discretion in the use of proceeds.

Canadian Foreign Affiliate Dumping Rules.

LEGAL MATTERS

AUDITORS, REGISTRAR AND TRANSFER AGENT

INTEREST OF EXPERTS

ELIGIBILITY FOR INVESTMENT

PURCHASER'S STATUTORY RIGHTS

CERTIFICATE OF THE COMPANY

ON BEHALF OF THE BOARD OF DIRECTORS

CERTIFICATE OF THE UNDERWRITERS

BEACON SECURITIES LIMITED

BMO NESBITT BURNS INC.

CIBC WORLD MARKETS INC.

CORMARK SECURITIES INC.

RAYMOND JAMES LTD.

SCP RESOURCE FINANCE LP, by its general partner, SCP RESOURCE FINANCE GP INC.

SHORT FORM BASE SHELF PROSPECTUS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

THE COMPANY

Intercorporate Relationships

Recent Developments

USE OF PROCEEDS

CONSOLIDATED CAPITALIZATION

PLAN OF DISTRIBUTION

PRIOR SALES

TRADING PRICE AND VOLUME

DESCRIPTION OF COMMON SHARES

Dividend Policy

DESCRIPTION OF WARRANTS

DESCRIPTION OF UNITS

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

RISK FACTORS

Substantial Volatility of Share Price

Future sales or issuances of equity Securities could decrease the value of the Common Shares, dilute investors' voting power and reduce the Company's earnings per share.

The Company has negative cash flow from operating activities in its most recently completed financial year and will require additional capital to accomplish its exploration and development plans and maintain adequate working capital, and there can be no assurance that financing will be available.

The Company has discretion in the use of the net proceeds from an offering.

PURCHASER'S STATUTORY RIGHTS

PURCHASER'S CONTRACTUAL RIGHTS

Meridian Mining Share Issue/Capital Change 2024