Meridian Announces Closing of $20.1M Bought Deal Public Offering
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Meridian Announces Closing of $20.1M Bought Deal Public Offering
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED STATES.
LONDON, United Kingdom, April 9, 2024, Meridian Mining UK S (TSX:MNO)
(Frankfurt/Tradegate:N2E) (“Meridian” or the “Company”), is pleased to announce that the
Company has closed the bought deal offering previously announced on April 1, 2024 and upsized
on April 2, 2024 by issuing 57,500,000 common shares of the Com pany (the “Offered Shares”)
at $0.35 per Offered Share (the “ Issue Price”) for aggregate gross proceeds to the Company of
$20,125,000 (the “Offering”) pursuant to terms of the underwriting agreement (the “Underwriting
Agreement”) entered into among the Company, Beacon Securities Limited an d BMO Capital
Markets (the “ Joint Bookrunners ”), and CIBC World Markets Inc., Cormark Securities Inc.,
Raymond James Ltd. and SCP Resource Finance LP (collectively with the Joint Bookrunners, the
“Underwriters”). The Offering included 7,500,000 Offered Shares issued pursu ant to the full
exercise of the over-allotment option by the Underwriters pursuant to the Underwriting Agreement.
Mr. Gilbert Clark, Executive Chairman, comments: “Meridian grea tly appreciates the strong
support from its existing and new shareholders that have placed the Company on a sound
financial base to advance the Cabaçal Project. Meridian can loo k to complete Cabaçal’s PFS
during a period of renewed interest in near term gold and copper developers. We are very pleased
with the exceptional efforts of the Underwriters in positioning Meridian for long-term value
creation.”
The Company intends to use the net proceeds to advance the Caba çal gold & copper project,
including for the purposes of a pre-feasibility study, resource delineation drilling and continued
exploration on the greater belt upside, working capital and general corporate purposes.
Insiders of the Company participated in the Offering and purcha sed an aggregate of 10,190,000
Offered Shares. Participation of the insiders in the Offering c onstituted a "related party
transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"), but was exempt from the formal valuation and
minority shareholder approval requirements of MI 61 -101, as neither the fair market value of the
securities issued to the insiders nor the consideration paid by the insiders exceeded 25% of the
Company's market capitalization. None of the Company's directors expressed any contrary views
or disagreements with respect to the foregoing. The Company did not file a material change report
21 days prior to the closing of the Offering as the details of the participation of the insiders of the
Company had not been confirmed at that time.
The Offered Shares issued pursuant to the Offering were qualifi ed for distribution by way of a
prospectus supplement of the Company dated April 3, 2024 (the “ Prospectus Supplement”) to
the Company’s existing short form base shelf prospectus dated F ebruary 24, 2023 (the “ Base
Shelf Prospectus”) filed in the Provinces of British Columbia, Alberta and Onta rio, and offered
and sold to eligible purchasers by way of available prospectus exemptions in certain jurisdictions
outside of Canada. The Base Shelf Prospectus, the Prospectus Su pplement, the documents
incorporated by reference therein and the Underwriting Agreemen t are available on the
Company’s profile on SEDAR+ at www.sedarplus.ca.
The securities referred to herein 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 U.S. state securities laws,
and may not be offered or sold in the “United States” (as such term is defined in Regulation S
under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable U.S.
state securities laws or an exemption from such registration is available. This news release shall
not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Meridian:
Meridian Mining UK S is focused on:
Development and exploration of the advanced stage Cabaçal VMS gold-copper project;
Regional scale exploration of the Cabaçal VMS belt; and
Exploration in the Jaurú & Araputanga Greenstone belts (the ab ove all located in the state
of Mato Grosso, Brazil).
On behalf of the Board of Directors of Meridian Mining UK S
Mr. Gilbert Clark
Chief Executive Officer and Director
Meridian Mining UK S
Email: [email protected]
Ph: +1 (778) 715-6410 (PST)
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Further information can be found at: www.meridianmining.co
Forward-Looking Statements:
Some statements in this news release contain forward-looking in formation or forward-looking
statements for the purposes of applicable securities laws, incl uding the anticipated use of
proceeds, anticipated advancement of mineral properties or prog rams, future operations, and
future development plans. In making the forward-looking stateme nts, the Company has made
several assumptions, including, but not limited to, assumptions concerning: production costs; that
there is no material deterioration in general business and econ omic conditions; that the political
environment in which the Company operates will continue to supp ort the development and
operation of mining projects; financial position; and results o f operations and/or cash flows.
Although management of the Company considers these assumptions to be reasonable based on
information currently available to it, they may prove to be inc orrect. These statements address
future events and conditions and so involve inherent risks, unc ertainties and other factors that
could cause actual events or results to differ materially from estimated or anticipated events or
results implied or expressed in such forward-looking statements . Such risks include, but are not
limited to, risks related to the speculative nature of the Comp any’s business, the Company’s
formative stage of development, and other risks and uncertainti es disclosed under the headings
"Cautionary Note Regarding Forward-Looking Information" and "Ri sk Factors" in the Prospectus
Supplement, the Base Shelf Prospectus, and other disclosure doc uments available on the
Company’s profile at www.sedarplus.ca. There is some risk that the forward-looking statements
will not prove to be accurate, that the management's assumption s may not be correct or that
actual results may differ materially from such forward-looking statements. Accordingly, readers
should not place undue reliance on the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made and, except as may
be required by applicable securities laws, Meridian disclaims a ny intent or obligation to update
any forward-looking statement, whether as a result of new infor mation, future events, or results
or otherwise.