REG - Meridian Mining plc - Meridian Announces LSE Listing, Proposed Fundraise

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RNS Number : 0481C  Meridian Mining plc  27 April 2026

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 Company is available for inspection on the Company's
website at https://meridianmining.co/lse-listing
(https://meridianmining.co/lse-listing) , subject to certain access
restrictions.

 

Meridian Mining plc Announces Application for Listing on the Main Market of
the London Stock Exchange, Publication of Prospectus and Proposed Fundraising
to Raise Up to GBP25 million

LONDON, United Kingdom, 27 April 2026 / Newsfile / Meridian Mining plc (TSX:
MNO), (Frankfurt/Tradegate: N2E0) (OTCQX: MRRDF) ("Meridian" or the "Company")
an exploration and development company focused on the advanced stage Cabaçal
gold-copper project ("Cabaçal") announces that, further to its announcement
of 17 February 2026, it has applied for admission of its 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 ("Admission").

The Company also announces a proposed equity offering of new Ordinary Shares
to raise gross proceeds of up to GBP25.0 million (approximately USD33.8
million / CAD46.2 million) at a price of 92.0 pence (CAD1.70) per new Ordinary
Share (the "Issue Price") by way of an institutional placing and a separate
retail offer (together, the "Fundraising").

The Company confirms that the Prospectus has been approved by the FCA and has
been published by the Company today. Details of the Fundraising are set out in
the Prospectus, which will shortly be available on the Company's website
https://meridianmining.co/lse-listing (https://meridianmining.co/lse-listing)
, subject to certain access restrictions.

A copy of the Prospectus has been submitted to the National Storage Mechanism
and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . A copy of the
Prospectus will also be available on SEDAR+ under Meridian's profile as
https://www.sedarplus.ca (https://www.sedarplus.ca/) . Shareholders should
note that the Prospectus does not constitute a prospectus for Canadian
securities law purposes.

 

Highlights:

·    Meridian Mining plc seeking admission to the London Stock Exchange to
enable:

o  The inclusion of the Company's Ordinary Shares to potential FTSE UK Index
Series inclusion and access to index tracking funds

o  London Stock Exchange investors to gain exposure to an advanced Brazilian
gold-copper developer

·    Meridian's ticker symbol on the London Stock Exchange and the TSX
will be "MNO"

·    Ordinary Shares will be fully fungible between the London Stock
Exchange and the TSX

·    Meridian is developing the advanced Cabaçal gold-copper project(1)
in Mato Grosso, Brazil

o  2025 PFS results delivered attractive post-tax IRR of 61% and NPV of USD
984M

o  DFS is due in Q4 2026 with final investment decision shortly thereafter

o  Mine permitting well advanced with key Preliminary Licence granted in 2025

o  Ongoing district-scale exploration programme for copper, gold, silver and
zinc

o  Meridian has an experienced Brazilian management team of mine builders
on-site

·  Meridian announces a proposed equity offering to raise gross proceeds of
up to GBP25.0 million (approximately USD33.8 million / CAD46.2 million)(2) by
way of an institutional placing and a separate retail offer

·   Meridian intends to conduct a Placing to raise gross proceeds of up to
approximately GBP22.5 million (approximately USD30.4 million / CAD41.6
million)(2), via the issue of new Ordinary Shares to institutional investors

·  Concurrent launch of a separate Retail Offer alongside the Placing to
raise gross proceeds of up to approximately GBP2.5 million (approximately
USD3.4 million / CAD4.6 million)(2), to certain retail investors in the UK

·  The Fundraising will be conducted at a price of 92.0 pence (CAD1.70)(2)
per new Ordinary Share, representing an approximately 5.6% discount to the
last closing price per Ordinary Share on the TSX on 24 April 2026

·    Net proceeds of the Fundraising, together with existing cash of
GBP55.1 million (approximately USD74.4 million / CAD101.9 million)(2), will
fund development activities at the Cabaçal project, including deposits for
long lead items, advanced infrastructure, civil works, working capital and
corporate general and administrative costs

·   The Placing is to be conducted by way of an accelerated bookbuild
process, launched with immediate effect

·    The Retail Offer will be launched shortly and is expected to close at
11:59 pm (BST) on 30 April 2026

·    Admission to trading expected to take place at 8:00 am (BST) on 1 May
2026

·    The Prospectus in relation to Admission and the Fundraising has been
approved by the FCA and published, and will shortly be available on the
Company's website

(1) See Meridian Mining news releases of March 10(th), May 8(th), October
30(th), & November 3(rd), 2025. (2) Exchange Rate GBP/USD of 1.350,
GBP/CAD of 1.848

 

Meridian Background

Meridian is focussed on the development of gold-copper projects in Brazil,
including its core asset, the advanced stage Cabaçal gold-copper project.
Historically, Cabaçal was previously operated as a small selective
underground mine by BP Minerals and RTZ (Rio Tinto) in the 1980s and 1990s. On
31 March 2025, Meridian released a Pre-feasibility Study technical report
entitled: "Cabaçal Gold-Copper Project NI 43-101 Technical Report and
Pre-feasibility Study" (the "2025 PFS") which outlined a project that combined
low technical complexity with attractive economics. The 2025 PFS reported an
open pit operation with a low All-in-Sustaining-Cost of USD 742 per ounce gold
equivalent and a production profile of 141,000-ounce gold equivalent over an
initial 10 year mine life, driven by high metallurgical recovery, a low
life-of-mine strip ratio of 2.3:1, and the low operating cost environment of
Brazil. Subject to the qualifications and assumptions contained in the 2025
PFS, Cabaçal is projected to deliver a post-tax IRR of 61.2% and NPV of USD
984 million at a discount rate of 5% from a pre-production capital cost of USD
248 million (assuming a metals price scenario of USD 2,119 per ounce of gold,
USD 4.16 per pound of copper, and USD 26.89 per ounce of silver).

Cabaçal's Mineral Reserve is relatively shallow, with medium-soft ore and a
high-grade gold-copper zone close to surface. This makes the open pit mining
and processing technically simple, fast and profitable. Construction is
expected to last 2 years, with the initial capital repaid in just 17 months of
operation using the base case economic assumption in the 2025 PFS. The base
case post-tax NPV at a 5% discount divided by capex is c.4.0 times, which
compares favourably to peers.

The Company, led by CEO Gilbert Clark, has a strong and experienced Board and
Executive team who are well prepared to advance Cabaçal towards construction
and production. In Brazil, Cabaçal is managed by an experienced Brazilian
team of mining engineers, geologists, environmental engineers and
administrative personnel. They contribute decades of experience towards
exploring, permitting, building and expanding mines within Brazil's low-cost
operational environment.

The Company is preparing for development of the Cabaçal mine subject to a
positive final investment decision and, to that end, the Company has ordered
certain long lead items and planning of pre-construction civil works is
ongoing. The Company continues to advance Cabaçal's Definitive Feasibility
Technical Study (the "DFS"), alongside its engineering contractors and is
targeting publication of the DFS in Q4 2026.

Since 2021, Meridian has been conducting ongoing district-scale exploration
and resource development programmes along the Cabaçal VMS Belt. Within the
extensive mineral licence area, the Company is developing a hub-and-spoke
strategy. The Company's Santa Helena Central project is next in line for
further drilling, development studies, and near-mine exploration to test
expansion potential. Regional geophysical and geochemical surveys continue
across the wider 50 km-long Cabaçal Greenstone Belt, generating additional
targets, and are planned to extend into the neighbouring Araputanga and Jauru
Greenstone Belts.

 

Fundraising Highlights

·    The Fundraising will be conducted via the issue of new Ordinary
Shares and consists of:

o  a non-pre-emptive placing of new Ordinary Shares to institutional
investors at the Issue Price to raise gross proceeds of up to approximately
£22.5 million (approximately USD30.4 million or CAD41.6 million) (the
"Placing"); and

o  a non-pre-emptive retail offer through Retail Book Limited's
("RetailBook") partner network of investment platforms, retail brokers and
wealth managers, subject to such partners' participation in the Fundraising at
the Issue Price to raise gross proceeds of up to approximately £2.5 million
(approximately USD3.4 million or CAD4.6 million) (the "Retail Offer").

·   The Issue Price represents a discount of approximately 5.6 per cent to
the closing price of CAD1.80 per share on 24 April 2026 on the TSX.

·   The Placing is being conducted through an accelerated bookbuild (the
"Bookbuild") which will be launched immediately following the release of this
announcement.

·   The timing of the closing of the Bookbuild, the number of new Ordinary
Shares to be placed and allocations will be agreed between the Global
Co-ordinator and the Company following completion of the Bookbuild and will be
announced as soon as practicable on a Regulatory Information Service.

·    A separate announcement will be made shortly providing further
details of the Retail Offer.

·    The Company intends to use the net proceeds from the Placing, along
with its existing cash, primarily to fund development activities at the
Cabaçal project, including deposits for long lead items, advanced
infrastructure, civil works, working capital and corporate general and
administrative costs. The Company intends to use the net proceeds from the
Retail Offer for additional corporate general and administrative costs.

·    In connection with the Fundraising, the Company has agreed to lock-up
arrangements for a period of 90 days from Admission.

·    Admission, and the commencement of dealings in the Ordinary Shares,
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.

·    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.

·    Additional details in relation to the Fundraising are set out in the
Prospectus.

·  The Company has engaged Stifel Nicolaus Europe Limited as Sponsor,
Global Co-ordinator and Joint Bookrunner and Joh. Berenberg, Gossler & Co.
KG, London Branch and Peel Hunt LLP as Joint Bookrunners.

 

TSX Approval

Pursuant to the rules of the TSX, the Placing is conditional on TSX approval.
The Company will apply for conditional approval for the Fundraising prior to
Admission.

 

Qualified Person Statement

The reporting standard adopted by the Company for the reporting of the Mineral
Resources and Mineral Reserves is that defined by the terms and definitions
given in the terminology, definitions and guidelines given in the Canadian
Institute of Mining, Metallurgy and Petroleum (CIM) Standards on Mineral
resources and Mineral Reserves (December 2014) (the "CIM Code") as required by
National Instrument 43-101 - Standards of Disclosure for Mineral Projects. The
CIM Code is an internationally recognised reporting code as defined by the
Combined Reserves International Reporting Standards Committee.

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.

The 2025 PFS 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 (B.Sc. Geo, 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.

 

Contact Information

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

 

Email: info@meridianmining.co (mailto:info@meridianmining.co)

Ph: +44 (0) 203 930 3145 (GMT)

 

Media Enquiries:

Gareth Tredway / Saskia Sizen

Tel: +44 (0) 207 920 3150

Email: meridianmining@tavistock.co.uk

 

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

Follow Meridian on X: https://X.com/MeridianMining

Further information can be found at: www.meridianmining.co
(http://www.meridianmining.co)

 

 Sole Sponsor, Global Coordinator & Joint Bookrunner

 Stifel Nicolaus Europe Limited                           Tel: +44 (0) 20 7710 7600
 Varun Talwar / Jason Grossman / Simon Mensley

 Gregory Rodwell / Ashton Clanfield

 Joint Bookrunner                                         Tel: +44 (0) 20 3207 7800

 Joh. Berenberg, Gossler & Co. KG
 Jennifer Lee / Ivan Briechle Sanz

 Joint Bookrunner

 Peel Hunt LLP                                            Tel: +44 (0) 20 7418 8900
 Ross Allister / Georgia Langoulant / Emily Bhasin

 Sohail Akbar / Nicolas Wilks / Ambika Bose

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
(http://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.

This announcement refers to certain non-IFRS measures, in particular
All-in-Sustaining-Cost. However, these performance measures are not measures
calculated in accordance with IFRS, do not have any standardised meaning
prescribed by IFRS and therefore may not be comparable to similar measures
presented by other issuers. These non-IFRS measures are furnished to provide
additional information only, have limitations as analytical tools and should
not be considered in isolation or as a substitute for measures of performance
prepared in accordance with IFRS.

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.

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