Meridian Announces Closing of C$50 Million LIFE Offering
Meridian Announces Closing of C$50 Million
LIFE Offering
London, United Kingdom--(Newsfile Corp. - August 7, 2025) - Meridian Mining UK S (TSX: MNO) (FSE:
N2E) ("
Meridian
" or the "
Company
")
is pleased to announce that it has closed the brokered private
placement previously announced on July 24, 2025, for gross proceeds to the Company of C$50,000,000
(the "
Offering
") pursuant to the terms of the agency agreement dated August 7, 2025, (the "
Agency
Agreement
") among the Company and Stifel Canada, BMO Capital Markets and Beacon Securities
Limited, as co-lead agents and joint bookrunners (collectively, the "
Lead Agents
"), along with SCP
Resource Finance LP, Cormark Securities Inc. and Raymond James Ltd. as co-agents (collectively, with
the Lead Agents, the "
Agents
"). Pursuant to the Offering, the Agents sold 64,102,564 common shares
of the Company (the "
Common Shares
") at a price of C$0.78 per Common Share.
An insider of the Company participated in the Offering and purchased an aggregate of 7,371,795
Common Shares. Participation of such insider in the Offering constituted 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 insider nor the
consideration paid by the insider 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 insider of the Company had not been confirmed at that time. The Offering is
subject to final approval from the Toronto Stock Exchange.
The Company intends to use the net proceeds of the Offering to advance the definitive feasibility study
for its Cabaçal Au-Cu project ("
Cabaçal
"), to continue to advance Santa Helena to an initial resource, to
expand regional exploration programs on the wider Cabaçal VMS Belt and for general corporate and
administration costs and general working capital, each as further described in the offering document
filed by the Company on July 24, 2025, in respect of the Offering.
Mr. Gilbert Clark, CEO, stated: "We are very pleased to have been strongly supported by our existing
and new shareholders to successfully close this C$50.0 million financing. With a strong cash position,
Meridian is now funded to meet
key milestones including, up to and including the final investment
decision at the Cabaçal Au-Cu-Ag project, the Santa Helena initial resource, and an expanded belt
scale exploration program. We look forward to updating the market as we develop Brazil's next gold &
copper mining district."
No U.S. Offering or Registration
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States. The securities described herein have not
been, and will not be, registered under the United States Securities Act of 1933, as amended (the "
1933
Act
") or any state securities laws and may not be offered or sold within the United States or to, or for
account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered
under the 1933 Act and applicable state securities laws, or an exemption from such registration
requirements is available.
ABOUT MERIDIAN
Meridian Mining is focused on:
The development and exploration of the advanced stage Cabaçal VMS gold-copper project;
The initial resource definition at the second higher-grade VMS asset at Santa Helena as the first
stage of the Cabaçal Hub development strategy;
Regional scale exploration of the Cabaçal VMS belt to expand the Cabaçal Hub strategy; and
Exploration in the Jaurú & Araputanga Greenstone belts (the above all located in the State of Mato
Grosso, Brazil).
The Pre-feasibility Study technical report (the "
PFS Technical Report
") dated March 31, 2025, entitled:
"Cabaçal Gold-Copper Project NI 43-101 Technical Report and Pre-feasibility Study" outlines a base
case after-tax NPV5 of USD 984 million and 61.2% IRR from a pre-production capital cost of USD 248
million, leading to capital repayment in 17 months (assuming metals price scenario of USD 2,119 per
ounces of gold, USD 4.16 per pound of copper, and USD 26.89 per ounce of silver). Cabaçal has a low
All-in Sustaining-Cost of USD 742 per ounce gold equivalent & production profile of 141,000 ounce gold
equivalent life of mine, driven by high metallurgical recovery, a low life-of-mine strip ratio of 2.3:1, and the
low operating cost environment of Brazil.
The Cabaçal Mineral Reserve estimate consists of Proven and Probable reserves of 41.7 million tonnes
at 0.63g/t gold, 0.44% copper and 1.64g/t silver (at a 0.25 g/t gold equivalent cut-off grade).
Readers are encouraged to read the PFS Technical Report in its entirety. The PFS Technical Report
may be found under the Company's profile on SEDAR+ at
www.sedarplus.ca
and on the Company's
website at
www.meridianmining.co
.
The PFS Technical Report was prepared for the Company by Tommaso Roberto Raponi (P. Eng),
Principal Metallurgist with Ausenco Engineering Canada ULC; Scott Elfen (P. E.), Global Lead
Geotechnical and Civil Services with Ausenco Engineering Canada ULC; John Anthony McCartney,
C.Geol., Ausenco Chile Ltda.; Porfirio Cabaleiro Rodriguez (Engineer Geologist FAIG), of GE21
Consultoria Mineral; Leonardo Soares (PGeo, MAIG), Senior Geological Consultant of GE21
Consultoria Mineral; Norman Lotter (Mineral Processing Engineer; P.Eng.), of Flowsheets Metallurgical
Consulting Inc.; and, Juliano Felix de Lima (Engineer Geologist MAIG), of GE21 Consultoria Mineral.
Qualified Person
Mr. Erich Marques, B.Sc., FAIG, Chief Geologist of Meridian Mining and a Qualified Person as defined
by National Instrument 43-101 Standards of Disclosure for Mineral Projects, has reviewed, verified, and
approved the technical information in this news release.
On behalf of the Board of Directors of Meridian Mining UK S
Mr. Gilbert Clark - CEO and Director
Meridian Mining UK S
8th Floor, 4 More London Riverside
London SE1 2AU
United Kingdom
Email:
Ph: +1 778 715-6410 (BST)
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on Twitter:
https://twitter.com/MeridianMining
Further information can be found at:
www.meridianmining.co
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains certain "forward-looking statements" and "forward-looking information"
under applicable Canadian and United States securities laws concerning the business, operations
and financial performance and condition of the Company. Forward-looking statements and forward-
looking information include, but are not limited to: the intended use of proceeds from the Offering, the
sufficiency of the proceeds from the Offering to complete key milestones, plans with respect to future
exploration programs and activities and the receipt of final approval from Toronto Stock Exchange.
Except for statements of historical fact relating to the Company, certain information contained herein
constitutes forward-looking statements. Forward-looking statements are frequently characterized by
words such as "anticipates," "may," "can," "plans," "believes," "estimates," "expects," "projects,"
"targets," "intends," "likely," "will," "should," "to be", "potential" and other similar words, or statements
that certain events or conditions "may", "should" or "will" occur. Forward-looking statements are based
on the opinions and estimates of management at the date the statements are made and are based on
a number of assumptions and subject to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from those projected in the forward-looking
statements. Many of these assumptions are based on factors and events that are not within the control
of the Company and there is no assurance they will prove to be correct.
Factors that could cause actual results to vary materially from results anticipated by such forward-
looking statements include fluctuating commodity prices and currency exchange rates, the possibility
of project cost overruns or unanticipated costs and expenses, labour disputes and other risks of the
mining industry, failure of plant, equipment or processes to operate as anticipated. These factors are
discussed in greater detail in the Company's most recent Annual Information Form and in the most
recent MD&A filed on SEDAR+, which also provide additional general assumptions in connection with
these statements. The Company cautions that the foregoing list of important factors is not exhaustive.
Investors and others who base themselves on forward-looking statements should carefully consider
the above factors as well as the uncertainties they represent and the risk they entail. The Company
believes that the expectations reflected in those forward-looking statements are reasonable, but no
assurance can be given that these expectations will prove to be correct and such forward-looking
statements included in this news release should not be unduly relied upon. These statements speak
only as of the date of this news release.
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 statements, there may be
other factors that cause actions, events or results not to be anticipated, estimated or intended. 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. The Company
undertakes no obligation to update forward-looking statements if circumstances or management's
estimates or opinions should change except as required by applicable securities laws. The reader is
cautioned not to place undue reliance on forward-looking statements. The forward-looking information
contained in this news release is expressly qualified by this cautionary statement.
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DISSEMINATION IN THE UNITED STATES
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