Meridian Mining plc Announces Results from First United Kingdom Placing

15:34 Uhr  |  Newsfile

Meridian Mining Plc (TSX: MNO) (FSE: N2E0) (Tradegate: N2E0) (OTCQX: MRRDF) is pleased to announce that it has successfully raised gross proceeds of £22.5 million (approximately USD30.4 million / CAD41.6 million) pursuant to its non-pre-emptive placing of new Ordinary Shares announced on 27 April 2026.

Mr. Gilbert Clark, CEO, comments "We greatly appreciate the support from our existing and new shareholders who have placed the Company in a strong financial position just prior to the LSE's listing. Our messaging has never been clearer: near-term development then production from Cabaçal, expand Santa Helena Central to be the next mine, resource growth through belt-scale exploration programs; creating the next mid-tier gold and copper miner on the London Stock Exchange and the TSX. The opportunity of being the first mover into what we see as Brazil's and South America's most prospective gold and copper VMS belt is only at its naissance."

A total of 24,456,521 new Ordinary Shares ("Placing Shares") have been placed by Stifel Nicolaus Europe Limited ("Stifel"), Joh. Berenberg, Gossler & Co. KG ("Berenberg") and Peel Hunt LLP ("Peel Hunt") at a price of 92.0 pence per Placing Share (CAD1.70 per Placing Share) (the "Issue Price"). Stifel is acting as sole global coordinator and joint bookrunner in connection with the Placing. Berenberg and Peel Hunt are acting as joint bookrunners in connection with the Placing.

The Placing was significantly oversubscribed, receiving strong support from existing and new investors, allowing the Company to broaden its institutional following and market support particularly in the UK as it prepares to commence trading on the Main Market for listed securities of the London Stock Exchange.

Concurrent with the Placing, the Company is undertaking a retail offering to eligible retail investors (the "Retail Offer" and, together with the Placing, the "Fundraising") for up to £2.5 million at the Issue Price (approximately USD3.4 million / CAD 4.6 million). The Retail Offer remains open until 23:59 on 30 April 2026. The results of the Retail Offer will be announced in due course.

Admission of the Ordinary Shares to the equity shares (commercial companies) category of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange (together, "Admission"), and the commencement of dealings in the Ordinary Shares on the London Stock Exchange, is expected to occur at 8.00 a.m. on 01 May 2026 under the ticker MNO (ISIN: GB00BVPND783). There will be no conditional dealing prior to this date. Meridian's shares will be fully fungible between the London Stock Exchange and the TSX.

Immediately following Admission, the Company expects it would have a free float and liquidity that would make it eligible for inclusion in the FTSE UK Index Series, although inclusion remains subject to review by FTSE Russell.

On behalf of the Board of Directors of Meridian Mining plc

Mr. Gilbert Clark - CEO and Director

Meridian Mining plc
8th Floor, 4 More London Riverside
London SE1 2AU
United Kingdom

IMPORTANT LEGAL INFORMATION

This announcement is not for publication or distribution in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for release, publication or distribution in whole or in part, directly or indirectly, in or into or from the United States, Australia, Japan, the Republic of South Africa or any other jurisdiction where such distribution would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute a prospectus or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, or otherwise invest in, Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful, including the United States, Australia, Canada, Japan or the Republic of South Africa. There will be no public offering of securities by the Company in the United States, Australia, Canada, Japan or the Republic of South Africa.

This announcement is only addressed to and directed at (A) if in a member state of the European Economic Area (the "EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, persons who are: (a) "qualified investors" within the meaning of paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) persons who fall within Article 49(2) of the Order; (iii) other persons to whom it may otherwise lawfully be communicated; or (iv) members of RetailBook's partner network of investment platforms, retail brokers and wealth managers, to the extent that they participate as intermediaries in the Fundraising, for onward distribution to retail investors resident in the United Kingdom only (all such persons together being referred to as "Relevant Persons").

This announcement must not be acted or relied on (i) in any member state of the EEA, by persons who are not Qualified Investors; and (ii) in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only (i) in any member state of the EEA, to Qualified Investors; and (ii) in the United Kingdom, to Relevant Persons, and will only be engaged with such persons.

Some statements in this announcement contain forward-looking information or forward-looking statements for the purposes of applicable securities laws. 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 and under the heading "Risk Factors" in the Prospectus. Forward-looking statements and forward-looking information include, but are not limited to: the completion of Admission, the Placing and the Retail Offer; the proposed benefits of Admission; the issuance of the new Ordinary Shares; the intended use of proceeds from the Fundraising; the expected closing date of the Fundraising; the release of the DFS; and the proposed lifting of the TSX trading halt. Forward-looking statements are frequently characterized by words such as "anticipates," "may," "can," "plans," "believes," "estimates," "expects," "projects," "targets," "intends," "likely," "will," "should," "to be", "potential" and other similar words, or statements that certain events or conditions "may", "should" or "will" occur.

Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include the satisfaction of the conditions acceptable to the Company; the Company receiving all requisite approvals in connection with Admission, the Placing and the Retail Offer, including the approval of the London Stock Exchange and the TSX; and market interest in the Placing and Retail Offer. The Company cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. 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, each of Meridian, the Banks and all other persons disclaims any intent or obligation to update, supplement, amend or revise any forward-looking statement, whether as a result of new information, future events, or results or otherwise. The reader is cautioned not to place undue reliance on forward-looking statements. The forward-looking information contained in this announcement is expressly qualified by this cautionary statement.

Any subscription for Ordinary Shares in the Fundraising should be made solely on the basis of information contained in the Prospectus which has been published by the Company in connection with the Fundraising. Before subscribing for any Ordinary Shares, persons viewing this announcement should read the Prospectus and ensure that they fully understand and accept the potential risks associated with a decision to invest in the Ordinary Shares. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any Ordinary Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

Potential investors should not base their investment decisions on this announcement or any part of it. Acquiring securities to which this announcement relates may expose an investor to significant risk of losing some or all of the amount invested. Following Admission, the value of the Ordinary Shares could decrease as well as increase. Neither this announcement, nor the Prospectus constitute a recommendation concerning the Fundraising or with respect to any investment in Ordinary Shares. Potential investors should consult a suitably qualified and experienced professional adviser as to the suitability of an investment in Ordinary Shares for the person concerned.

Nothing contained in this announcement constitutes or should be construed as being (i) investment, financial, tax, accounting or legal advice; (ii) a representation that any investment or investment strategy is suitable or appropriate to your particular circumstances; or (iii) a personal recommendation. No statement contained in this announcement is intended to be, and nor shall any such statement be construed as, a profit forecast.

For the avoidance of doubt, the contents of the Company's website are not incorporated into, and do not form part of, this announcement.

Each of Stifel Nicolaus Europe Limited and Peel Hunt LLP is authorised and regulated in the United Kingdom by the FCA. Joh. Berenberg, Gossler & Co. KG, London Branch is authorised and regulated in Germany by the German Federal Financial Supervisory Authority and subject to limited regulation in the United Kingdom by the FCA. Each of Stifel, Berenberg and Peel Hunt (together, the "Banks") is acting exclusively for the Company and no one else in connection with Admission, the Fundraising or any other transaction, matter or arrangement referred to in the attached document. None of the Banks will regard any other person (whether or not a recipient of this electronic transmission or the attached document) as its client in relation to Admission, the Fundraising or any other transaction, matter or arrangement referred to in the attached and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing any advice in relation to Admission, the Fundraising or any other transaction, matter or arrangement referred to in the attached document.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by the FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks nor any of their respective affiliates and/or any of their or their affiliates' directors, officers, partners, employees, advisers and/or agents accepts any responsibility whatsoever for the contents of this announcement including its accuracy, completeness and verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, Admission, the Ordinary Shares or the Fundraising. No representation or warranty, express or implied, is made by any of the Banks, their respective affiliates or any selling agent as to the accuracy, completeness, verification or sufficiency of such information and nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether or not to the past or future. Accordingly, each of the Banks, their respective affiliates and their or their affiliates' directors, officers, partners, employees, advisers and agents accordingly disclaim, to the fullest extent permissible by law, all and any responsibility or liability (save for statutory liability), whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement or otherwise.


THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL.

This announcement is an advertisement for the purposes of paragraph 12.1.4 of the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook of the Financial Conduct Authority (the "FCA") made under section 73A of the Financial Services and Markets Act 2000, as amended (the "FSMA") and is not a prospectus nor an offer of securities for sale or subscription, nor a solicitation of an offer to acquire or subscribe for securities, in any jurisdiction, including in or into Australia, Canada, Japan or the Republic of South Africa.

Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of the information contained in the prospectus approved by the FCA (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, published by Meridian Mining Plc ("Meridian" or the "Company") in connection with the offer of ordinary shares in the Company ("Ordinary Shares") and the admission of the issued and to be issued Ordinary Shares to the Official List of the FCA in the equity shares (commercial companies) category and to trading on the Main Market for listed securities of London Stock Exchange plc (the "London Stock Exchange"). A copy of the Prospectus published by the Company is available for inspection on the Company's website at https://meridianmining.co/lse-listing, subject to certain access restrictions.