14:02:28 EDT Thu 03 Jul 2025
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Meridian Mining UK Societas
Symbol MNO
Shares Issued 351,939,946
Close 2025-06-24 C$ 0.78
Market Cap C$ 274,513,158
Recent Sedar Documents

Meridian shareholders approve all matters at meeting

2025-06-24 16:17 ET - News Release

Mr. Gilbert Clark reports

MERIDIAN ANNOUNCES RESULTS OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Meridian Mining U.K. Societas has released the voting results from the company's annual and special meeting of shareholders held on Tuesday, June 24, 2025. A total of 151,648,508 common shares were voted, representing 43.11 per cent 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+.

Shareholders of the company voted in favour 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.

In addition, shareholders approved the following matters submitted before the meeting:

  1. Reappointment of KPMG LLP, chartered professional accountants, as the company's auditor in Canada for the ensuing year at the remuneration to be fixed by the directors of the company;
  2. Reappointment of PKF Littlejohn LLP as the company's auditor 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 United Kingdom 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 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 of the company and credit such amount to create a non-distributable capital reserve, thus equalizing 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;
  8. Approval by special resolution for the PLC (public limited company) 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 United Kingdom auditor, PKF, has 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 U.K. Companies House by no later than Aug. 31, 2025. Concurrently with the PLC conversion effective date, the company will change its name to Meridian Mining PLC 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+.

About Meridian Mining U.K. Societas

Meridian Mining is focused on:

  • The development and exploration of the advanced-stage Cabacal VMS (vocanogenic massive sulphide) gold-copper project;
  • The initial resource definition at the second higher-grade VMS asset at Santa Helena as the first stage of the Cabacal hub development strategy;
  • Regional-scale exploration of the Cabacal VMS belt to expand the Cabacal hub strategy;
  • Exploration in the Jauru and Araputanga greenstone belts (all located in the state of Mato Grosso, Brazil).

The prefeasibility study (PFS) technical report dated March 31, 2025, entitled: "Cabacal Gold-Copper Project NI 43-101 Technical Report and Pre-feasibility Study," outlines a base case after-tax net present value (discounted at 5 per cent) of $984-million (U.S.) and a 61.2-per-cent internal rate pf return from a preproduction capital cost of $248-million (U.S.), leading to capital repayment in 17 months (assuming metals price scenario of $2,119 (U.S.) per ounce of gold, 4.16 (U.S.) per pound of copper and $26.89 (U.S.) per ounce of silver). Cabacal has a low all-in-sustaining cost of $742 (U.S.) per ounce gold equivalent and a production profile of 141,000 ounces gold equivalent for the 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 Cabacal mineral reserve estimate consists of proven and probable reserves of 41.7 million tonnes at 0.63 gram per tonne gold, 0.44 per cent copper and 1.64 grams per tonne silver (at a 0.25 gram per tonne 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+ and on the company's website.

The PFS technical report was prepared for the company by Tommaso Roberto Raponi, PEng, principal metallurgist with Ausenco Engineering Canada ULC; Scott Elfen, PE, global lead, geotechnical and civil services, with Ausenco Engineering Canada ULC; John Anthony McCartney, CGeol, 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, PEng, of Flowsheets Metallurgical Consulting Inc.; and, Juliano Felix de Lima, engineer geologist, MAIG, of GE21 Consultoria Mineral.

Qualified person statement

Erich Marques, BSc, 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.

We seek Safe Harbor.

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