REG - Meridian Mining plc - Meridian Announces Results from first UK Placing

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RNS Number : 0735C  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THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 the 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 Results from first United Kingdom Placing

 

Toronto, Canada, 27 April 2026 / Newsfile / Meridian Mining plc (TSX: MNO),
(Frankfurt/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

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 (mailto:meridianmining@tavistock.co.uk)

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

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

 

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