REG - Meridian Mining plc - Financial Statements - 3 months to end March 2026
14/05/2026 17:30
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RNS Number : 4190E Meridian Mining plc 14 May 2026
MERIDIAN MINING PLC
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in United States dollars)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025
(UNAUDITED)
Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an
auditor has not performed a review of the condensed consolidated interim
financial statements, they must be accompanied by a notice indicating that an
auditor has not reviewed the financial statements.
The accompanying unaudited condensed consolidated interim financial statements
of the Company have been prepared by and are the responsibility of the
Company's management.
The Company's independent auditor has not performed a review of these
financial statements in accordance with standards established by the Chartered
Professional Accountants of Canada for a review of interim financial
statements by an entity's auditor.
MERIDIAN MINING PLC
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(Expressed in United States dollars)
(Unaudited)
As at March As at December 31, 2025
31, 2026
ASSETS
Current assets
Cash (Note 9) $ 74,373,481 $ 41,709,473
Prepaid expenses and other assets 631,048 285,219
75,004,529 41,994,692
Non-current assets
Property, plant and equipment (Note 4) 957,562 750,927
Intangible assets 63,053 45,585
Exploration and evaluation assets (Note 5) 3,477,297 3,329,764
Total assets $ 79,502,441 $ 46,120,968
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities (Note 6) $ 1,817,544 $ 2,665,576
Taxes and fees payable (Note 7) 138,801 177,940
Provisions (Note 8) 369,347 351,967
2,325,692 3,195,483
Equity
Share capital (Note 9) 5,152,881 4,693,092
Share premium (Note 9) 75,754,134 35,487,829
Reserves (Note 9) 70,481,960 70,616,063
Deficit (74,212,226) (67,871,499)
Total equity 77,176,749 42,925,485
Total liabilities and equity $ 79,502,441 $ 46,120,968
Nature of business and going concern (Note 1)
Subsequent events (Note 16)
On behalf of the Board on May 13, 2026:
"Gilbert Clark" Director "Douglas Ford" Director
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
MERIDIAN MINING PLC
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND OTHER COMPREHENSIVE LOSS
(Expressed in United States dollars)
(Unaudited)
Three months ended March 31,
2026 2025
Operating expenses
Exploration and evaluation expenses (Note 11) $ 2,481,347 $ 1,692,970
General and administration expenses (Note 12) 1,572,382 792,294
Professional fees 577,578 553,550
Care and maintenance expenses 46,141 19,466
Share-based payments 259,595 -
Depreciation and amortization expenses 46,505 46,258
Total operating expenses (4,983,548) (3,104,538)
Loss from operations (4,983,548) (3,104,538)
Finance items
Finance income 285,543 78,190
Finance expense (30,302) (5,560)
Foreign exchange loss (Note 14) (1,612,420) (117,297)
Total finance expenses (1,357,179) (44,667)
Loss for the period before tax (6,340,727) (3,149,205)
Income tax expense - -
Loss for the period (6,340,727) (3,149,205)
Other comprehensive income (loss)
Items that have been or may be reclassified to loss in subsequent periods
Foreign currency translation 102,121 80,206
Total other comprehensive income (loss) 102,121 80,206
Total comprehensive loss $ (6,238,606) $ (3,068,999)
Loss per share ("EPS") (Note 9)
Basic $ (0.02) $ (0.01)
Diluted $ (0.02) $ (0.01)
Weighted Average Number of Shares Outstanding (000s)
Basic 392,779 306,098
Diluted 392,779 306,098
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
MERIDIAN MINING PLC
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Expressed in United States dollars)
(Unaudited)
Three months ended March 31,
2026 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $ (6,340,727) $ (3,149,205)
Items not affecting cash:
Finance expense 30,302 5,560
Depreciation and amortization expenses 46,505 46,258
Share-based payments (Note 9) 259,595 -
Foreign exchange loss (Note14) 1,612,420 117,297
Items affecting cash:
Interest paid (2,273) (3,342)
Disbursements related to provisions - (4,020)
Changes in non-cash working capital items:
Prepaid expenses and other assets (342,282) 78,576
Accounts payable and accrued liabilities (925,915) 367,632
Taxes and fees payable (Note 7) (44,433) (17,407)
Net cash used in operating activities (5,706,808) (2,558,651)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of exploration and evaluation assets (Note 5) (150,000) (8,739)
Additions to property, plant and equipment and intangible (213,177) (45,215)
Net cash used in investing activities (363,177) (53,954)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from private placement financing (Note 9) 42,226,562 12,127,300
Share issuance costs related to the private placement financing (2,284,541) (80,036)
(Note 9)
Subscription receipts (Note 9) - 86,909
Proceeds from the exercise of options 288,254 580,620
Net cash provided by financing activities 40,230,275 12,714,793
Effect of foreign exchange on cash (1,496,282) 30,436
Net change in cash 32,664,008 10,132,624
Cash, beginning of the period 41,709,473 7,710,874
Cash, end of the period $ 74,373,481 $ 17,843,498
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
MERIDIAN MINING PLC
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
(Expressed in United States dollars)
(Unaudited)
Share Capital Reserves
Shares Share Capital Share Premium Subscription receipts Reserves Share based payments Warrant reserve Other reserves Accumulated other comprehensive income (loss) Deficit Total Equity
Balance, January 1, 2025 304,840,887 $ 3,413,029 $ 79,631,529 - $ 462,185 $ 7,125,361 $ 580,088 $ 76,501,322 $ (15,111,092) $ (143,412,879) $ 9,189,543
Shares issued on private placement financing (Note 9) 44,187,432 461,019 11,666,281 - - - - - - - 12,127,300
Share issuance costs (Note 9) - - (80,036) - - - - - - - (80,036)
Stock options exercises 21,538 234 3,646 - - (3,880) - - - - -
Subscription receipts (Note 9) - - - 86,909 - - - - - 86,909
Compensation options exercises 1,946,648 21,170 853,196 - - - (293,746) - - - 580,620
Comprehensive income (loss) for the period - - - - - - - - 80,206 (3,149,205) (3,068,999)
Balance, March 31, 2025 350,996,505 $ 3,895,452 $ 92,074,616 $ 86,909 $ 462,185 $7,121,481 $ 286,342 $ 76,501,322 $ (15,030,886) $ (146,562,084) $ 18,835,337
Balance, January 1, 2026 419,458,358 $ 4,693,092 $ 35,487,829 $ - $ 462,185 $8,786,917 $ 21,448 $ 76,501,322 $ (15,155,809) $ (67,871,499) $ 42,925,485
Shares issued on bought deal financing (Note 9) 36,392,900 432,071 41,794,491 - - - - - - - 42,226,562
Share issuance costs (Note 9) - - (2,284,541) - - - - - - - (2,284,541)
- - - - - 259,595 - - - - 259,595
Stock options exercises 2,348,519 27,718 756,355 - - (495,819) - - - - 288,254
Comprehensive income (loss) for the period - - - - - - - - 102,121 (6,340,727) (6,238,606)
Balance, March 31, 2026 458,199,777 $ 5,152,881 $ 75,754,134 $ - $ 462,185 $8,550,693 $ 21,448 $ 76,501,322 $ (15,053,688) $ (74,212,226) $ 77,176,749
The accompanying notes are an integral part of these condensed consolidated
interim financial statements.
1. NATURE OF BUSINESS AND GOING CONCERN
Meridian Mining plc (the "Company" or "Meridian") was formed in Amsterdam,
Netherlands on December 16, 2013. Effective August 15, 2017, the Company
transferred its official seat from the Netherlands to London, United Kingdom.
The Company's shares are listed on the Toronto Stock Exchange ("TSX") and the
London Stock Exchange ("LSE") under the symbol MNO. During 2025, the Company
completed its corporate conversion in the United Kingdom, changing its legal
form from Meridian Mining UK Societas to Meridian Mining plc. The Company is
currently engaged in the exploration and development of mineral deposits in
Brazil, through its subsidiaries, Rio Cabaçal Mineração Ltda ("Rio
Cabaçal") and Meridian Mineração Jaburi S.A. ("Jaburi"). The Company's head
office is located at 8th Floor, 4 More London Riverside, London, SE1 2AU,
United Kingdom.
Going Concern
These condensed consolidated interim financial statements have been prepared
on a going concern basis which assumes that the Company will be able to
realize its assets and discharge its liabilities in the normal course of
business as they come due into the foreseeable future. The Company incurred a
loss of $6,340,727 during the three-month period ended March 31, 2026 (2025 -
loss of $3,149,205). The Company has working capital of $72,678,837 as at
March 31, 2026 (December 31, 2025 - $38,799,209).
To continue as a going concern, the Company will need to secure new funding.
Its ability to continue as a going concern is dependent on its ability to
obtain additional financing in the future. The ability of the Company to
arrange additional financing in the future will depend, in part, on the
prevailing capital market conditions and exploration successes. There can be
no assurance that these initiatives will be successful, or sufficient
financing will be available. These material uncertainties cast significant
doubt as to the ability of the Company to meet its business plan and
obligations as they come due and, accordingly, the appropriateness of the use
of accounting principles applicable to a going concern.
These condensed consolidated interim financial statements do not include
adjustments to the recoverability and classifications of recorded assets and
classification of liabilities and related expenses that might be necessary
should the Company be unable to continue as a going concern. Such adjustments
could be material.
2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES
Statement of compliance and basis of presentation
These condensed consolidated interim financial statements, including
comparatives, have been prepared in accordance with International Accounting
Standard ("IAS") 34, Interim Financial Reporting as issued by the
International Accounting Standards Board ("IASB"). The accounting policies
applied in these condensed consolidated interim financial statements are
consistent with those disclosed in Note 2 of the Company's audited
consolidated financial statements for the year ended December 31, 2025.
The condensed consolidated interim financial statements and accompanying notes
were authorized for issue by the Company's Board of Directors on May 13, 2026.
Basis of presentation
These unaudited condensed consolidated interim financial statements have been
prepared on a historical cost basis except for certain financial instruments
classified as financial instruments at fair value through profit or loss,
which are stated at fair value. The financial statements of the Company are
presented in United States ("US") dollars. References to "$", "US$", or
"dollars" are to US dollars, references to "C$" are to Canadian dollars,
references to "R$" are to Brazilian Reals, and references to "€" are to
Euro.
Principles of consolidation
The condensed consolidated interim financial statements incorporate the assets
and liabilities and expenses of the Company's subsidiaries. Subsidiaries are
all entities controlled by the Company. Control exists when the Company is
exposed, or has rights, to variable returns from its involvement with an
investee and has the ability to affect those returns through its power over
the investee. Subsidiaries are included in the consolidated financial
statements from the date control is obtained until the date control ceases.
All intercompany balances, transactions, income, expenses, profits, and
losses, including unrealized gains and losses have been eliminated on
consolidation.
3. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES
The preparation of condensed interim consolidated financial statements in
conformity with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the
process of applying the Company's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to these condensed consolidated interim financial
statements, are described in Note 3 of the Company's audited consolidated
financial statements for the year ended December 31, 2025.
4. PROPERTY, PLANT AND EQUIPMENT
Cost: Land Vehicles, machinery and equipment Office furniture and other Total
Balance, December 31, 2025 $ 68,783 $ 1,117,266 $ 196,244 $ 1,382,293
Additions - 157,405 29,878 187,283
Currency adjustment 3,396 56,272 9,899 69,567
Balance, March 31, 2026 $ 72,179 $ 1,330,943 $ 236,021 $ 1,639,143
Accumulated depreciation: Land Vehicles, machinery and equipment Office furniture and other Total
Balance, December 31, 2025 $ - $ (505,502) $ (125,864) $ (631,366)
Additions - (13,446) (5,459) (18,905)
Currency adjustment - (25,055) (6,255) (31,310)
Balance, March 31, 2026 $ - $ (544,003) $ (137,578) $ (681,581)
Net book value: Land Vehicles, machinery and equipment Office furniture and other Total
December 31, 2025 $ 68,783 $ 611,764 $ 70,380 $ 750,927
March 31, 2026 $ 72,179 $ 786,940 $ 98,443 $ 957,562
5. EXPLORATION AND EVALUATION ASSETS
Summary of exploration and evaluation assets:
Espigão project Cabaçal project Total
Balance as at December 31, 2025 $ 1 $ 3,329,763 $ 3,329,764
Foreign currency adjustment - 147,533 147,533
Balance as at March 31, 2026 $ 1 $ 3,477,296 $ 3,477,297
Cabaçal Project, Mato Grosso
(a) Overview of Purchase Agreement
On November 6, 2020, the Company entered into a purchase agreement with two
private Brazilian companies (the "Vendors") to acquire the rights to the
Cabaçal Copper-Gold Project, located in the state of Mato Grosso, Brazil (the
"Cabaçal Agreement"). On October 5, 2021, the Company assigned the Cabaçal
Agreement to its Brazilian subsidiary, Rio Cabaçal Mineração.
The Cabaçal Agreement provides that a portion of the purchase price may be
withheld, at the Company's discretion, in an indemnification escrow fund (the
"Escrow Fund") to secure the payment of certain obligations of the Vendors.
Amounts held in the Escrow Fund may be used by the Company to settle specific
obligations of the Vendors in accordance with the terms of the agreement.
Under the terms of the Cabaçal Agreement, the Company is required to make
staged payments contingent upon the achievement of specified milestones.
Based on an assessment of the contractual provisions, the Company has
determined that the Cabaçal Agreement represents an executory contract.
Accordingly, staged payments are triggered only as the relevant milestones are
achieved. The measurement of each staged payment is determined at the trigger
date and is capitalized to exploration and evaluation assets as
acquisition-related costs.
Amounts triggered and paid as March 31, 2026:
· First instalment payment: $25,000 payable within 5 days of the
execution of the option agreement (paid);
· Second instalment payment: $275,000 payable by October 15, 2021, as
the transfers of the mineral rights to Rio Cabaçal were filed with the
Agência Nacional de Mineração ("ANM"; Brazil's national mining agency)
(paid);
· Third instalment payment: $1,750,000 payable on August 1, 2023,
unless accelerated upon completion of an equity financing for gross proceeds
of at least $2,500,000, provided completion of a successful drill program and
historical geophysics database validation, as well as obtaining certain
permits and the access to the surface rights overlapping with the Cabaçal
mineral rights (partially paid, see note (b) Cabaçal Agreement Payments below
);
· Fourth instalment payment: 1,000,000 common shares in the capital of
the Company or C$300,000, at the option of the Vendors, within 6 months of the
third payment and subject to completion of a technical report on the estimate
of the resource in accordance with National Instrument 43-101, whichever
occurs later (paid in common shares).
Amounts not yet triggered:
· Fifth instalment payment: $1,850,000 plus, at the option of the
Vendors, 1,500,000 common shares in the capital of the Company or C$450,000,
within 9 months of the fourth payment and subject to the successful completion
of the positive economic feasibility study. On January 4, 2024, the Company
amended the terms of this fifth instalment to defer the fifth payment to
September 30, 2025, but is subject to the successful completion of the
positive economic feasibility study. The amended terms required the Company to
advance a total of $250,000, divided in monthly instalments, from April 2025
to June 2025 (paid), to be deducted from the total amount of the fifth
payment. On April 15, 2025, the Company further amended the terms of the fifth
instalment where the payment will be made by June 30, 2026, but is subject to
the successful completion of the positive economic feasibility study. The
amended terms require the Company to advance an additional total amount of
$600,000, divided in monthly instalments, from October 2025 to January 2026
(paid), to be deducted from the total amount of the fifth payment; As at March
31,2026, the Company has not issued a positive economic feasibility study and
thus the fifth installment payment, excluding fees pertaining to amendments,
has not been triggered.
· Sixth instalment payment: $2,250,000 payable plus, at the option
of the Vendors, 2,000,000 common shares in the capital of the Company or
C$600,000, up to 30 days after the Installation License ("LI") of the Cabaçal
plant is issued by the competent authorities; and
· Seventh instalment payment: $2,600,000 payable within 45 days
after the signature by the Company of the definitive financing contracts for
the construction of the Cabaçal plant.
(b) Cabaçal Agreement payments
During the period ended March 31, 2026, the Company made payments of $150,000
on behalf of the Vendors. These amounts were applied as deductions against the
third and fifth instalment payments.
As at March 31, 2026, the remaining balances of $68,008 continue to be
recognized in accounts payable and accrued liabilities in accordance with the
third instalments.
6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
March 31, 2026 December 31, 2025
Trade payables $ 1,273,333 $ 1,244,610
Option agreement - Cabaçal project (Note 5(b)) 68,008 218,658
Payroll liabilities 417,971 387,006
Other liabilities (Note 10) 58,232 815,302
Total $ 1,817,544 $ 2,665,576
7. TAXES AND FEES PAYABLE
March 31, 2026 December 31, 2025
Withholding taxes and other taxes 138,801 177,940
$ 138,801 $ 177,940
8. PROVISIONS
March 31, 2026 December 31, 2025
Balance, at the beginning the period $ 351,967 $ 269,753
Additions during the period - 47,099
Foreign currency adjustment 17,380 35,115
Balance at end of period $ 369,347 $ 351,967
(i) Provisions
Various legal and regulatory matters are outstanding from time to time due to
the nature of the Company's operations. In the event that management's
estimate of the future resolution of these matters changes, the Company will
recognize the effects of the changes in its consolidated financial statements
on the date such charges occur. As at March 31, 2026, the Company has
recognized a provision of $369,347 (December 31, 2025 - $351,967) representing
management's best estimates of expenditures required to settle present
obligations. The ultimate outcome or actual cost of settlement may vary
materially from management estimates due to the inherent uncertainty regarding
the Company's estimates.
9. SHAREHOLDERS' EQUITY
Authorized Capital
As at March 31, 2026 the Company had authorized unlimited number of common
shares with a par value of €0.01.
Issued Capital
As at March 31, 2026 the Company has 458,199,777 (December 31, 2025 -
419,458,358) issued and fully paid common shares.
Share capital
Share capital comprises the amount subscribed for at the par value.
Share premium
Share premium comprises the amount subscribed for share capital in excess of
par value.
Shares issued
During the three months ended March 31, 2026, the Company issued:
· 36,392,900 common shares for aggregate gross proceeds of
$42,226,562 at a subscription price of C$1.58 per common share;
· 1,574,139 common shares related to the exercise on a cashless
basis (net exercise) of 2,288,198 share purchase stock options, in accordance
with the Company's omnibus plan; and
· 774,380 common shares for cash proceeds of $288,254 pursuant to
the agent's compensation options at the exercise price of C$0.45 and C$1.10.
Bought Deal Financing
On February 12, 2026, the Company closed a bought deal offering through the
issuance of 36,392,900 common shares at a subscription price of C$1.58 per
common share, for aggregate gross proceeds to the Company of $42,226,562
(C$57,500,782). The Company paid agent's commissions of $1,927,737
(C$2,625,039) on this offering. The Company incurred other share issuance
costs of $356,805 on this offering. Total transactions costs incurred and
allocated to share premium was $2,284,541.
Shares Issued During the Three Months Ended March 31, 2025
During the three months ended March 31, 2025, the Company issued:
· 44,187,432 common shares for aggregate gross proceeds of
$12,127,300 at a subscription price of C$0.39 per common share;
· 21,538 common shares related to the exercise on a cashless basis
(net exercise) of 70,000 share purchase stock options, in accordance with the
Company's omnibus plan; and
· 1,946,648 common shares for cash proceeds of $580,620 pursuant to
the agent's compensation options at the exercise price of C$0.35 and C$0.50.
Private Placement
On February 19, 2025, the Company completed a brokered private placement of
44,187,432 common shares at a subscription price of C$0.39 per common share,
for aggregate gross proceeds of $12,127,300 (C$17,233,098). The Company paid
finders' fees of $36,196 (C$51,480) The common shares issued pursuant to the
private placement were subject to a four-month hold period expiring on June
20, 2025. The Company incurred other share issuance costs of $43,840 on this
private placement. Total transactions costs incurred in this private
placement, allocated to share premium, were $80,036.
Reserves - Stock options
Stock option transactions are summarized as follows:
Stock Options
Weighted Average Exercise Price
Number
Outstanding December 31, 2024 17,289,307 C$ 0.61
Expired / cancelled (368,868) 0.66
Granted (21,538) 0.65
Outstanding March 31, 2025 16,898,901 C$ 0.62
Outstanding December 31, 2025 21,447,271 C$ 0.62
Expired / cancelled (964,059) 0.63
Exercised (i) (2,348,519) 0.51
Outstanding March 31, 2026 18,134,693 C$ 0.67
Number of Options Exercisable
(i) During the period ended March 31, 2026, the weighted average
share price at the date of the stock option exercise was C$1.71
As at March 31, 2026, the following incentive stock options were outstanding:
Number of options outstanding Exercise Remaining Contractual Life (years)
Price (C$) Expiry Date
Stock options 2,794,201 1.10 October 27, 2026 0.58
100,000 1.10 February 6, 2027 0.85
75,000 1.10 February 24, 2027 0.90
390,000 0.95 May 17, 2027 1.13
2,132,500 0.50 January 25, 2028 1.82
695,000 0.50 July 26, 2028 2.32
950,000 0.50 October 11, 2028 2.53
1,000,000 0.35 October 27, 2028 2.58
2,833,825 0.50 November 28, 2028 2.67
180,000 0.50 February 28, 2029 2.92
6,234,167 (1) 0.63 April 15, 2030 4.04
100,000 (2) 0.89 June 13, 2030 4.21
250,000 (3) 0.79 July 2, 2030 4.26
400,000 (4) 1.57 December 8, 2030 4.69
(1) 2,187,053 shall vest on April 15, 2026.
(2) 26,575 shall vest on June 13, 2026.
(3 62,100 shall vest on July 2, 2026.
(4) 82,784 shall vest on June 8, 2026 and 41,279 shall vest on December 8,
2026.
Loss per share ("EPS"):
The following table sets forth the computation of basic and diluted loss per
share:
Three months ended
March 31,2026 March 31,2025
Numerator
Loss for the period $ (6,340,727) $ (3,149,205)
Effect of dilutive securities - -
$ (6,340,727) $ (3,149,205)
Denominator
For basic - weighted average number of shares outstanding 392,779,264 306,097,843
Effect of dilutive securities - -
For diluted - adjusted weighted average number of the shares outstanding 392,779,264 306,097,843
Loss per Share
Basic (0.02) (0.01)
Diluted (0.02) (0.01)
For the period ended March 31, 2026, 18,134,693 stock options (March 31, 2025
- 4,223,016) and nil agent's compensation options (March 31, 2025 -1,155,895)
were not included in the calculation of diluted earnings per share as the
Company was in a loss position and thus any impact would be anti-dilutive.
10. RELATED PARTIES
a) Key management compensation
March 31,2026 March 31,2025
Director's fees $ 32,853 $ 29,021
Salaries and consulting fees 665,777 316,734
Total $ 698,630 $ 345,755
b) Other related party transactions
As at March 31, 2025, the Company had the following balances due to entities
related by way of common directors and/or management. These amounts, unless
otherwise noted, were unsecured and non-interest bearing.
March 31, 2026 December 31, 2025
Other liabilities - management and directors' fees $ 58,232 $ 815,302
11. EXPLORATION AND EVALUATION EXPENSES
March 31, March 31,
2026 2025
Assays $ 269,500 $ 242,474
Consulting - geological and other 94,266 102,211
Consulting - engineering 357,988 325,615
Drilling 376,450 372,484
Equipment and vehicle expenses 191,991 137,884
Environmental studies 13,707 43,161
Fees and licenses 600,454 32,263
Field expenditures 100,407 67,216
Payroll 422,364 293,594
Room and boarding 45,309 63,802
Other 8,911 12,266
Total $ 2,481,347 $ 1,692,970
12. GENERAL AND ADMINISTRATION EXPENSES
March 31, March 31,
2026 2025
Consulting $ 36,929 $ 55,437
Investor relations and shareholder communication 73,255 55,708
Insurance 53,585 28,020
Management and director fees (Note 10) 698,630 345,755
Office and miscellaneous 157,667 60,314
Payroll 276,711 135,623
Rent 103,925 18,940
Telephone and information technology 20,543 20,617
Travel 87,008 60,833
Other 64,129 11,047
Total $ 1,572,382 $ 792,294
13. CAPITAL MANAGEMENT
The capital structure of the Company consists of equity totaling $77,176,749
(December 31, 2025 - $42,925,485). The Company's objectives when managing
capital are to safeguard the Company's ability to continue as a going concern
(Note 1) to: (i) preserve capital, (ii) obtain the best available net return,
and (iii) maintain liquidity.
The Company manages the capital structure and makes adjustments as a result of
changes in economic condition and the risk characteristics of the underlying
assets. To maintain or adjust the capital structure, the Company may attempt
to issue new shares, issue new debt, acquire or dispose of assets or adjust
the amount of cash.
The Company's policy is to invest its excess cash in highly liquid, fully
guaranteed, bank sponsored instruments. The Company is not subject to
externally imposed capital requirements and does not have exposure to
asset-backed commercial paper or similar products.
14. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
Financial instruments
The Company is required to disclose the fair value of each class of financial
assets and liabilities in the financial statements. Financial assets and
liabilities are classified in the fair value hierarchy according to the lowest
level of input that is significant to the fair value measurement. Assessment
of the significance of a particular input to the fair value measurement
requires judgment and may affect placement within the fair value hierarchy
levels.
The hierarchy is as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or
liabilities.
Level 2: inputs other than quotes prices included in Level 1 that are observable for
the asset or liability either directly (i.e., as prices) or indirectly (i.e.,
derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
The carrying value of cash and accounts payable approximate fair value due to
the short-term nature of the financial instruments.
Risk management
The Company is exposed to various financial instrument risks and assesses the
impact and likelihood of this exposure. These risks include credit risk,
currency risk, interest rate risk and liquidity risk. Where material, these
risks are reviewed and monitored by the Board of Directors.
Credit risk
Financial instruments that potentially subject the Company to credit risk
consist of cash. The Company deposits cash with high credit quality financial
institutions as determined by rating agencies.
Currency risk
The international nature of the Company's operations results in foreign
exchange risk. The Company's operating costs are primarily in US dollars,
Canadian dollars, Brazilian reals, Australian dollars, and British pound
sterling. Hence, any fluctuation of the US dollar in relation to these
currencies may affect the profitability of the Company and the value of the
Company's assets and liabilities. Hence, any fluctuation of the US dollar in
relation to these currencies may affect the profitability of the Company and
the value of the Company's assets and liabilities.
During the quarter, the Company recognized an unrealized foreign exchange loss
of approximately $1.612,420 (2025 -$117,297), related to the revaluation of
Canadian dollar-denominated cash balances at period-end exchange rates.
The Company is exposed to foreign exchange risk through the following
financial assets and liabilities denominated in currencies other than the
functional currency of the applicable company. The following table are the US
dollar equivalents of the Company's exposure to the following currencies:
As March 31, 2026 Australian dollar British pound US dollar Canadian dollar
Cash $ - $ 5,860,457 $ 2,881 $ 67,660,666
Total Assets - 5,860,457 2,881 67,660,666
Accounts payable and accrued liabilities - (163,323) (68,008) (53,819)
Net Assets $ - $ 5,697,134 $ (65,127) $ 67,606,847
As at December 31, 2025 Australian dollar British pound US dollar Canadian dollar
Cash $ 6,085 $ 97,766 $ 2,059 $ 40,970,893
Total Assets 6,085 97,766 2,059 40,970,893
Accounts payable and accrued liabilities (238,936) (299,977) (218,658) (463,599)
Net Assets $ (232,851) $ (202,211) $ (216,599) $ 40,507,294
As at March 31, 2026, fluctuations of +/- 10% in the US dollar, relative to
those foreign currencies, would impact the Company's Statements of Loss for
the period ended March 31, 2026 by approximately $7,323,885. In addition, such
fluctuations would impact the Company's consolidated total assets,
consolidated total liabilities and consolidated total equity by approximately
$7,352,400, $28,515 and $7,323,885, respectively, as at March 31, 2026.
The Company does not use derivative instruments to reduce its exposure to
foreign currency risk nor has it entered into foreign exchange contracts to
hedge against gains or losses from foreign exchange.
Interest rate risk
The Company's financial assets exposed to interest rate risk consist of cash
balances. None of the Company's payables are subject to floating interest
rates. The Company does not believe its interest rate risk is significant.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its
obligations associated with its financial liabilities that are settled by
delivering cash or another financial assets.
The Company has historically relied upon equity financings to maintain an
adequate level of cash to satisfy its capital requirements and expects to
continue to rely primarily on equity financings. All of the Company's accounts
payable and accrued liabilities are generally subject to normal trade terms.
As a result, the Company is exposed to liquidity risk in the event that
sufficient financing is not obtained when required.
There can be no assurance the Company will be able to obtain required
financing in the future on acceptable terms. The Company will need additional
capital in the future to finance ongoing exploration of its properties, such
capital is expected to be derived from the completion of equity financings.
The Company has limited financial resources, has no source of operating income
and has no assurance that additional funding will be available to it for
future exploration and development of its projects, although the Company has
been successful in the past in financing its activities through the previously
mentioned financing activities.
The ability of the Company to arrange additional financing in the future will
depend, in part, on the prevailing capital market conditions as well as
exploration success. There can be no assurance that continual fluctuations in
price will not occur. Any quoted market for the common shares may be subject
to market trends generally, notwithstanding any potential success of the
Company in creating revenue, cash flows or earnings.
As at March 31, 2026, the Company's liabilities that have contractual
maturities are as follows:
Less than 1 year Less than 2 years 2 years or greater Total
Accounts payable and accrued liabilities $ 1,817,544 $ - $ - $ 1,817,544
Provisions 369,347 - - 369,347
$ 2,186,891 $ - $ - $ 2,186,891
15. SEGMENTED INFORMATION
The Company operates in one operating segment, being the acquisition,
exploration and development of exploration and evaluation properties in
Brazil. Accordingly, the chief decision makers consider Meridian to currently
have one segment and, therefore, segmented information is not presented.
16. SUBSEQUENT EVENTS
The Company issued the following common shares subsequent to the three months
ended March 31, 2026:
· On April 27, 2026 the Company announced its Application for
Listing on the Main Market of the London Stock Exchange, Publication of
Prospectus and Proposed Fundraising to Raise Up to GBP25 million by way of an
institutional placing and a separate retail offer
· On April 27, 2026, the Company completed an oversubscribed equity
placing to institutional investors, raising gross proceeds of approximately
USD 30.4 million (GBP 22.5 million) through the issuance of 24,456,521 new
ordinary shares at a price of 92.0 pence per share (CAD 1.70 per share).
· On May 1 2026, the Company completed and closed its retail offer,
raising approximately USD 3.4 million (GBP 2.5 million) through the issuance
of 2,717,391 new ordinary shares at an issue price of 92.0 pence per share
(CAD 1.70 per share).
In connection with the fundraising, the Company paid agent's commissions of
USD 1,544,160 and incurred other share issuance costs and LSE/TSX listing
expenses of USD 1,657,012.
· On May 1, 2026, the Company's entire issued share capital was
admitted to the equity shares (commercial companies) category of the Official
List of the Financial Conduct Authority and to trading on the Main Market of
the London Stock Exchange. The Company's shares now trade under the ticker
symbol "MNO", maintaining its dual listing with the Toronto Stock Exchange.
· 139,825 common shares related to the exercise on a cashless basis
(net exercise) of 250,891 share purchase stock options, in accordance with the
Company's omnibus plan.
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