CHAIRMAN’S REPORT TO THE SHAREHOLDERS
NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING
MANAGEMENT INFORMATION CIRCULAR
FOR THE
ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD
THURSDAY, JUNE 28, 2022
5:00 PM (LONDON, UK TIME)
SECOND FLOOR – 201 BISHOPSGATE
LONDON, UNITED KINGDOM
6th Floor, 65 Gresham Street | London EC2V 7NQ | United Kingdom
C H A I R M A N ‘ S R E P O R T T O T H E S H A R E H O L D E R S
2 0 2 1 A T R A N S F O R M A T I O N A L Y E A R F O R M E R I D I A N M I N I N G
2021 was the year of growth and transformation for Meridian Mining UK Societas, its shareholders, and the Brazilian communities where we are operating. With the launch of Cabaçal’s drill program in March, Meridian started the journey to potentially becoming a future copper-gold producer. Every month since, we have delivered outstanding results of high-grade mineralization from shallow depths as well as new discoveries along the belt. The confirmation of the high-gradelate-stage gold overprint at the Cabaçal Mine, and its extensions to the northwest and southeast has created an exciting growth opportunity, that we see repeated along the belt.
We have kept a singular focus on delivering a major new copper-gold resource while successfully managing the operational restrictions, disruptions, and loss across the world due to Covid 19, and the public markets expectations. We also maintain high technical standards that our future studies will need to be based on. The advance nature of Cabaçal with its large inventory of historical data, established mineral deposits and history of production, has meant that Meridian has been exposed to very little project execution risk and we have been able build a strong asset via our shareholders investment.
Meridian recognizes the importance of stakeholder engagement and maintaining strong relationships with all its stakeholders including its local communities and is aligned with our investors and stakeholders over concerns for the environment, the wellbeing of our employees and our local communities. We conduct our activities and subsequent rehabilitation works to the highest standards. While our concern for employee safety is paramount with exemplary health and safety standards and procedures being the norm. We are employing former local employees of Cabaçal’s from the “BP days” and sourcing much of our employees from the adjoining towns.
Delivering and Expanding Growth
Cabaçal’s 2021’s results created a significant asset base with repeated drill results of robust grades, broad intersections from surface or shallow depths. Under our stewardship Meridian expanded the envelope of copper-gold mineralization out from the Cabaçal Mine’s historical limits, defined new copper-gold discoveries along the mine corridor and started the process of unlocking the potential of the Santa Helena. Reflecting a true belt scale development, but all the while keeping costs down. Meridian’s shareholders can continue to expect strong results from the resource development program at Cabaçal culminating in the first resource statement in Q3 2022. As we continue to grow the value of Cabaçal, Meridian will focus on the surface occurrences that have optimal geometries for open pit development building on the vision of operating a multi-decade mining operation.
Renewed Interest in Copper-Gold
The world’s economies have recently emerged with a new awareness of the need to secure natural resources for sustaining and expanding their economies. At the same time inflation has influenced CAPEX and OPEX figures for the mining industry especially for the deep mines of today’s mature mining camps. Cabaçal present a unique asset for Meridian’s shareholders, being a copper-gold belt with the “low- hanging fruit” still intact at surface and its future power needs coming from a clean energy grid of hydro-
electric power. Our next phase of engineering and economic modelling will further promote Cabaçal to being one of the lowest cost mining centers.
When I started communicating with our shareholders, stakeholders, and supporters about Cabaçal, it was all about comparisons; other VMS companies, copper-gold developers, or historical VMS camps. As we ended 2021 and entered 2022 the narrative changed and Meridian’s Cabaçal copper-gold belt became the benchmark for the mining industry’s future and as a yard stick where others compare their “deposit’s” success.
On behalf of all of Meridian’s team, I would like to thank our shareholders and our stakeholders in Brazil for their support and we trust that you will continue to join us for the year ahead.
Sincerely,
“Gilbert Clark”
Gilbert Clark
Executive Chairman
London, England,
May 16, 2022
FORWARD-LOOKING STATEMENTS Some statements in this report 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 under the heading “Risk Factors” in Meridian’s most recent Annual Information Form filed on www.sedar.com. 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.
MERIDIAN MINING UK SOCIETAS
(formerly, Meridian Mining S.E.)
6th Floor, 65 Gresham Street
London
EC2V 7NQ
United Kingdom
Tel: 778 715 6410
www.meridianmining.co
NOTICE OF THE ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS
TAKE NOTICE that an annual and special general meeting of shareholders (the “Meeting“) of Meridian Mining UK Societas (formerly, Meridian Mining S.E.) (the “Company“) will be held at Second Floor – 201 Bishopsgate, London, United Kingdom, on Tuesday, June 28, 2022 at 5:00 pm (London, UK time).
To mitigate potential risks to the health and safety of its shareholders, employees and service providers for the Meeting, the Company is urging shareholders and others not to attend the Meeting in person. In person attendance may be restricted altogether. Instead, shareholders should vote on the matters before the Meeting by proxy and participate in the Meeting by way of a conference call. Shareholders will be able to ask questions of management through the conference call at the conclusion of the Meeting as usual. Details with respect to the conference call are set out below.
Dial in Number:
1-604-678-8031
North America Toll-free:1-866-875-9697
Conference ID:
6097711
The Meeting will be held to consider the following, and, if thought fit, pass resolutions 3 to 9, which will be proposed as ordinary resolutions of the Company (each requiring more than 50 per cent of the votes cast in favour of the resolution in order for it to be passed) and resolution 10 which will be proposed as special resolution of the Company (requiring at least 75 per cent of the votes cast in favour of the resolution in order for it to be passed).
The Board has determined that the persons entitled to attend and vote at the Meeting shall be the persons holding common shares (“Shares“) as of May 16, 2022 and are registered in the Company’s shareholders register or the records maintained by the Company’s registrar Computershare Investor Services Inc. (“Computershare“) (the “Entitled Shareholders“). For purposes of National Instrument 54-101 of the Canadian Securities Administrators, the Board has fixed May 16, 2022 as the record date for the determination of registered and non-registered shareholders, entitled to notice of and to vote at the Meeting and any adjournment or postponement thereof.
The Board requests that all Entitled Shareholders who will not be attending the Meeting in person to read, date and sign the accompanying instrument of proxy and deliver it to Computershare. To be effective, the instrument of proxy must be deposited with Computershare, Attention: Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, by 5:00 pm (London, UK time) on or before Friday, June 24, 2022 (or before 48 hours, excluding Saturdays, Sundays and bank holidays before any adjournment of the meeting at which the proxy is to be used).
If you are an unregistered shareholder of the Company and received these materials through your broker or another intermediary, please complete and return the form of proxy provided to you by such broker or through another intermediary, in accordance with the instructions provided. Late instruments of proxy may be accepted or rejected by the Chairman of the Meeting in his sole discretion and the Chairman is under no obligation to accept or reject any particular late instruments of proxy.
An Entitled Shareholder may appoint a proxy holder to attend and vote in its stead. If you are unable to attend the Meeting in person, please read the notes accompanying the instrument of proxy enclosed and then complete and return the instrument of proxy within the time set out in the notes. As set out in the notes, the enclosed instrument of proxy is solicited by management of the Company, but you may amend it, if you so desire, by inserting in the space provided the name of the person you wish to represent you at the Meeting.
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Meridian Mining SE published this content on 02 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2022 21:11:09 UTC.
Meridian Mining UK Societas : Notice and Management Information Circular – Marketscreener.com
