Meridian Announces Results of Annual and Special Meeting of Shareholders
Meridian Announces Results of Annual and
Special Meeting of Shareholders
London, United Kingdom--(Newsfile Corp. - June 24, 2025) -
Meridian Mining UK S (TSX: MNO)
(FSE: 2MM) (OTCQX: MRRDF) ("Meridian" or the "Company")
announces the voting results from
the Company's Annual and Special Meeting of shareholders held on Tuesday, June 24, 2025 (the
"Meeting").
A total of 151,648,508 common shares were voted, representing 43.11% of the Company's
issued and outstanding common shares as at the record date of May 20, 2025.
Each of the matters
voted upon is discussed in detail in the Company's Management Information Circular dated May 20,
2025, which can be found under the Company's profile on SEDAR+ at
www.sedarplus.ca
Shareholders of the Company voted in favor of all the items of business before the Meeting, including the
election of Directors of the Company to serve until the close of the next annual meeting of shareholders
of the Company, or until their successors are elected or appointed.
The percentage of votes cast by shareholders of the Company at the Meeting, for each Director is as
follows:
Nominee
Votes For
For
Votes Withheld
Withheld
Bruce McLeod (Non-Executive)
149,577,450
98.63%
2,071,058
1.37%
Gilbert Clark (Executive)
149,578,750
98.64%
2,069,758
1.36%
Adrian McArthur (Executive)
149,577,450
98.63%
2,071,058
1.37%
Susanne Sesselmann (Non-Executive)
149,290,746
98.45%
2,357,762
1.55%
John Skinner (Non-Executive)
149,290,750
98.45%
2,357,758
1.55%
Douglas Ford (Non-Executive)
149,290,750
98.45%
2,357,758
1.55%
Neil Gregson (Non-Executive)
149,291,750
98.45%
2,356,758
1.55%
In addition, shareholders approved the following matters submitted before the Meeting:
1. Re-appointment of KPMG LLP, Chartered Professional Accountants, as the Company's auditors in
Canada for the ensuing year at the remuneration to be fixed by the directors of the Company;
2. Re-appointment of PKF Littlejohn LLP ("PKF") as the Company's auditors in the United Kingdom for
the ensuing year and the directors of the Company were authorized to fix the auditor's remuneration;
3. Approval of the Company's UK 2024 Annual Accounts;
4. Adoption and Approval to the Company's new Omnibus Incentive Plan;
5. Authorization to the Board pursuant to section 551 of the United Kingdom Companies Act 2006 (the
"Act") and Statute 5.5 of the Company's Articles to issue and allot shares in the capital of the Company;
6. Approval by special resolution authorizing the Board to disapply pre-emptive rights pursuant to the
Act;
7. Approval by special resolution authorizing the Board to cancel the amount standing to the credit of the
share premium account (the "Reduction") of the Company and credit such amount to create a non-
distributable capital reserve, thus equalising the Company's balance sheet and ensuring that the
Company passes the net asset test to enable the Company to convert to a public limited company (the
"PLC Conversion"); and
8. Approval by special resolution for the PLC Conversion, to change the Company's name to Meridian
Mining PLC and to adopt new articles of association upon the effective date of the Conversion.
To facilitate the PLC Conversion, the Company intends to undertake the Capital Reduction, subject to
confirmation from the High Court of Justice of England and Wales, which the Company anticipates
receiving on or about July 22, 2025.
As a result of which, the effective date of the Capital Reduction is
expected to be on or about July 23, 2025.
The Company's UK auditors, PKF, have been engaged as the
independent expert to assess, certify and issue a report that the Company has net assets at least
equivalent to its capital.
It is also expected that the certificate of the PLC Conversion will be issued by
UK Companies House by no later than August 31, 2025 (the "PLC Conversion Effective Date").
Concurrently with the PLC Conversion Effective Date, the Company will change its name to Meridian
Mining PLC (the "Name Change") and adopt new articles of association that are consistent with PLCs
registered in the United Kingdom.
The Name Change is subject to final approval by Toronto Stock
Exchange.
No other business was put forth before the Meeting.
Additional details of the results of the Meeting will be provided in a Report of Voting Results to be filed
under the Company's profile on SEDAR+ at
www.sedarplus.ca
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 Statement
Mr. Erich Marques, B.Sc., FAIG, Chief Geologist of Meridian Mining and a Qualified Person as defined
by National Instrument 43-101, 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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https://twitter.com/MeridianMining
Further information can be found at:
www.meridianmining.co
Cautionary Statement on Forward-Looking Information
Some statements in this news release contain forward-looking information or forward-looking statements
for the purposes of applicable securities laws, including approval of the Capital Reduction by the High
Court of England and Wales and the PLC Conversation and Name Change by TSX. These statements
address future events and conditions and so involve inherent risks and uncertainties, as disclosed under
the heading "Risk Factors" in Meridian's most recent Annual Information Form filed on
www.sedarplus.ca
. While these factors and assumptions are considered reasonable by Meridian, in light
of management's experience and perception of current conditions and expected developments,
Meridian can give no assurance that such expectations will prove to be correct. 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 any intent or obligation to update any forward-looking statement,
whether as a result of new information, future events, or results or otherwise.
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https://www.newsfilecorp.com/release/256605