MNO.TO · 2024-04-02 12:00:00

Meridian Announces Upsizing of Bought Deal Offering to $17.5M

Financings

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DISSEMINATION IN THE UNITED STATES.

LONDON, United Kingdom, April 2, 2024, Meridian Mining UK S (TSX:MNO)

(Frankfurt/Tradegate:2MM) (“Meridian” or the “Company”), is pleased to announce the upsize

of its previously announced bought deal public offering (the “ Offering”) of common shares (the

“Offered Shares ”) in the capital of the Company. Under the amended terms of the Offering,

Beacon Securities Limited and BMO Capital Markets (the “Co-Lead Underwriters”), on behalf of

a syndicate of underwriters (together with the Co-Lead Underwriters, the “ Underwriters”), have

agreed to purchase, on a bought deal basis pursuant to the filing of a prospectus supplement, an

aggregate of 50,000,000 Offered Shares of the Company at a price of $0.35 per Offered Share

(the “Issue Price”) for aggregate gross proceeds to the Company of $17,500,000.

The Company has granted the Underwriters an option (the “ Over-Allotment Option ”),

exercisable in whole or in part at any time and from time to time for up to 30 days following the

Closing Date (as defined below), to purchase up to an additional number of Offered Shares (the

“Additional Shares”) equal to 15% of the number of Offered Shares sold pursuant to the Offering

at a price per Additional Share equal to the Issue Price to cover overallotments, if any, and for

market stabilization purposes.

The Offered Shares will be offered (i) in Canada by way of a prospectus supplement to the

Company’s existing short form base shelf prospectus dated February 24, 2023 (the “Base Shelf

Prospectus”) to be filed on or before April 3, 2024 in the Provinces of British Columbia, Alberta

and Ontario (the “ Qualifying Jurisdictions ”) pursuant to National Instrument 44-101 - Short

Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions, which shall

qualify the distribution of the Offered Shares in the Qualifying Jurisdictions; and (ii) to eligible

purchasers by way of available prospectus exemptions in certain jurisdictions outside of Canada.

The Company intends to use the net proceeds to advance the Cabaçal project, including for the

purposes of a pre-feasibility study, resource delineation drilling and continued exploration on the

property, working capital and general corporate purposes.

The closing of the Offering is anticipated to occur on or about April 9, 2024 (the “Closing Date”)

and is subject to certain conditions including, but not limited to, the receipt of all necessary

approvals, including the approval of the Toronto Stock Exchange.

A copy of the Base Shelf Prospectus is avai lable under the Company’s profile on SEDAR+ at

www.sedarplus.ca. Once filed, the prospectus supplement in connection with the Offering will also

be available on SEDAR+.

The 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 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:

 The 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 above all located in the State

of Mato Grosso, Brazil).

On behalf of the Board of Directors of Meridian Mining UK S

Mr. Gilbert Clark – CEO and Director

Meridian Mining UK S

Email: [email protected]

Ph: +1 (778) 715-6410 (PST)

Stay up to date by subscribing for news alerts here: https://meridianmining.co/contact/

Follow Meridian on Twitter: https://twitter.com/MeridianMining

Further information can be found at: www.meridianmining.co

Forward-Looking Statements:

Some statements in this news release contain forward-looking information or forward-looking

statements for the purposes of applicable securities laws, including any exercise of the Over-

Allotment Option, the anticipated use of proceeds, the filing of the prospectus supplement, the

completion of the Offering and the estimated closing date. These statements address future

events and conditions and so involve inherent risks, uncertainties 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, 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, and

other risks and uncertainties disclosed under the heading " the factors set forth under "Cautionary

Note Regarding Forward-Looking Information" and "Risk Factors" in the Company’s final

prospectus dated February 24, 2023, and other disclosure documents 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 assumptions may not be correct or that

actual results may differ materially from such forward-looking statements. These forward-looking

statements are based on our current expectations, estimates, forecasts and projections about our

business and the industry in which we operate and management’s beliefs and assumptions,

including the non-occurrence of the risks and uncertainties that are described in the filings made

with the applicable Canadian securities regulators or other events occurring outside of our normal

course of business, and are not guarantees of future performance or development and involve

known and unknown risks, uncertainties and other factors that are in some cases beyond our

control. 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 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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