Meridian Announces Results of Annual and Special Meeting of Shareholders

Rhea-AI Summary

Meridian Mining UK S (OTCQX: MRRDF) held its Annual and Special Meeting of shareholders on June 24, 2025, with 43.11% of outstanding shares represented. Shareholders approved all proposed items, including the election of directors, with each nominee receiving over 98% approval.

Key approvals included the reappointment of auditors KPMG LLP and PKF Littlejohn LLP, adoption of a new Omnibus Incentive Plan, and authorization for share issuance. Notably, shareholders approved the company's planned conversion to a public limited company (PLC), including a capital reduction expected around July 23, 2025, and a name change to Meridian Mining PLC expected by August 31, 2025.

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: info@meridianmining.co
Ph: +1 778 715-6410 (BST)

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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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/256605

FAQ

What were the voting results for Meridian Mining's (MRRDF) 2025 Annual Meeting?

The meeting saw 43.11% participation with 151,648,508 common shares voted. All directors were elected with over 98% approval, and all other items of business were approved by shareholders.

When will Meridian Mining (MRRDF) complete its conversion to a PLC?

The PLC conversion is expected to be completed by August 31, 2025, following a capital reduction around July 23, 2025, subject to High Court confirmation.

What changes were approved at Meridian Mining's 2025 shareholder meeting?

Shareholders approved the company's conversion to a PLC, name change to Meridian Mining PLC, new Omnibus Incentive Plan, reappointment of auditors, and authorization for share issuance.

Who are the current directors of Meridian Mining (MRRDF)?

The board includes Bruce McLeod, Gilbert Clark, Adrian McArthur, Susanne Sesselmann, John Skinner, Douglas Ford, and Neil Gregson, all receiving over 98% approval votes.