Meridian Announces Updated C$5.9 Million Private Placement Financing
6th Floor, 65 Gresham Street | London EC2V 7NQ | United Kingdom
Meridian Announces Updated C$5.9 Million Private Placement
Financing
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED STATES.
LONDON, United Kingdom, December 7, 2022, Meridian Mining UK S (TSX:MNO)
(Frankfurt/Tradegate:2MM) (OTCQB:MRRDF) (“Meridian” or the “Company”), announces that it
expects to close on approximately C$5.9 million (the “ Offering”) of common shares (the
“Common Shares ”) at $0.35 per Common Share (the “ Issue Price ”), an increase from the
previously announced minimum size of C$3.25 million (see the Company’s previous press release
dated November 28, 2022) . The Offering may be further increased to the maximum permitted
under the Listed Issuer Financing Exemption (as defined below) as originally announced.
The Offering is led by Beacon Securities Limited (the “ Lead Agent”), as lead agent and sole
bookrunner on behalf of a syndicate of agents including Raymond James Ltd.,
Cormark Securities Inc., and PI Financial Corp. (collectively w ith the Lead Agent, the “Agents”).
In connection with the Offering, the Company has agreed to pay the Agents up to 6% cash
commission and 3% non-transferable compensation options (each, a “Compensation Option”)
on the gross proceeds of the Offering. Each Compensation Option will entitle the holder thereof
to acquire one common share at the Issue Price for a period of 24 months from the closing of the
Offering.
Subject to compliance with applicable regulatory requirements a nd in accordance with National
Instrument 45-106 – Prospectus Exemptions (“ NI 45-106 ”), the Common Shares have been
offered for sale to purchasers resident in Canada, except Quebe c, and/or other qualifying
jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the
“Listed Issuer Financing Exemption”). Because the Offering is being completed pursuant to the
Listed Issuer Financing Exemption, the securities issued in the Offering will not be subject to a
hold period pursuant to applicable Canadian securities laws.
The Company intends to use the net proceeds of the Offering for the completion of the Cabaçal
Project PEA, Cabaçal Project exploration program, property paym ent pursuant to the Cabaçal
Purchase Agreement, general corporate and administration costs and general working capital.
The Offering will not materially affect control of the Company. Certain insiders of the Company
will participate in the Offering with up to an aggregate of 3,007,142 Common Shares.
The closing of the Offering is subject to certain conditions including, but not limited to, the receipt
of all necessary regulatory approvals, including the approval o f the Toronto Stock Exchange. In
addition, Meridian will seek shareholder authorization to issue additional shares and will convene
a shareholder meeting to be held on December 30, 2022. As a result, the closing of the Offering
has also been moved to December 30, 2022. Additional informati on regarding the shareholder
meeting may be found under the Company’s profile at www.sedar.com and on the Company’s
website at Meeting of Shareholders
The securities offered have not been, and will not be, register ed 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 or to, or f or the account or benefit of, U.S.
persons without registration or an applicable exemption from the registration requirements of the
U.S. Securities Act and applicable U.S. state securities laws. 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 the United States or in any other jurisdiction in which such offer, solicitation or sale
would be unlawful.
About Meridian:
Meridian Mining UK S is focused on the acquisition, exploration , and development activities in
Brazil. The Company is currently focused on resource development of the Cabaçal VMS copper-
gold project, exploration in the Jaurú & Araputanga Greenstone belts located in the state of Mato
Grosso; exploring the Espigão polymetallic project and the Mira nte da Serra manganese project
in the State of Rondônia Brazil.
On behalf of the Board of Directors of Meridian Mining UK S
Mr. Gilbert Clark
Executive Chairman
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, including the terms of the Offering, the
anticipated use of proceeds, the completion of the Offering, sh areholder approval and the
estimated closing date. These statements address future events and conditions and so involve
inherent risks, uncertainties and other factors that could caus e actual events or results to differ
materially from estimated or anticipated events or results impl ied or expressed in such forward-
looking statements. Such risks include, but are not limited to, the failure to complete the Offering
in the timeframe and on the terms as anticipated by management, market conditions and the
ability to obtain all necessary regulatory approvals. There is some risk that the forward-looking
statements will not prove to be accurate, that the management's assumptions 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.