Annual Report and Financial Statements

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# Annual Report and Financial Statements

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# Annual Report and Financial Statements
MERIDIAN MINING PLC
(Expressed in United States Dollars)
Annual report and financial statements
Registered number 16832228
31 December 2025
1
(Expressed in United States Dollars)
Annual report and financial statements
31 December 2025
Contents
Strategic Report 3
Directors’ Report 14
Independent Auditor’s Report to the members of Meridian Mining PLC 18
Consolidated Statement of Profit and Loss and Other Comprehensive Loss 19
Consolidated Statement of Financial Position 20
Company Statement of Financial Position 21
Consolidated Statement of Changes in Equity 22
Company Statement of Changes in Equity 23
Consolidated Cash Flow Statement 24
Company Cash Flow Statement 27
Notes to the Financial Statements 28
2
Strategic Report
Description of Business
Meridian Mining plc (the “Company” or “Meridian”) was formed in Amsterdam, Netherlands on December 16, 2013.
Effective 15 August 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”) 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.
Business Overview
Meridian is a resource development and exploration company with projects in Brazil. The Company signed a Purchase
Agreement on 6 November 2020, to acquire the rights within the Cabaçal gold (“Au”) – copper (“Cu”) – silver (“Ag”)
Volcanic Massive Sulphide (“VMS”) belt (“VMS Belt”), that included the historical Cabaçal Au-Cu-Ag mine
(“Cabaçal”), and the separate Santa Helena Cu-Au-Ag, Zinc (“Zn”), and Lead (“Pb”) mine (“Santa Helena”) in the
state of Mato Grosso, Brazil. The Company has separately secured additional licences across the project’s VMS Belt,
and in the parallel Jauru and Araputanga greenstone belts to the west of Cabaçal.
The Company also has non-core projects in the State of Rondônia, including the Espigão Cu-Au polymetallic
(“Espigão”) project.
Strategy
Meridian’s vision is to create sustainable value for its stakeholders by developing and exploring for high quality
resource assets. The Company is committed to being a responsible steward of the environment and building
collaborative partnerships with communities, governments, and all other stakeholders for mutual success.
The Company’s focus is on the resource development and exploration of Cabaçal.
The Company is reviewing a dual listing on the London Stock Exchange Main Market under the Equity Share -
Commercial Company designation to target exposure to both FTSE index inclusion, and the UK investment market.
Group Outlook
Our priorities are to focus on the potential of the Au-Cu-Ag at Cabaçal and Au-Cu-Ag & Zn potential at Santa Helena,
which are both assets acquired through the Purchase Agreement with two private Brazilian companies (detailed
below). The priority focus is to advance and complete the feasibility study on the Cabaçal project whilst continuing
exploration and resource definition work at the Santa Helena project.
In March 2025, the Company published a Pre-Feasibility Study on Cabaçal (“PFS”). During the year ended 31
December 2025, the Company commenced the next phase of studies by initiating Cabaçal’s Feasibility Study. This
involves detailed engineering, economic, metallurgical and final environmental studies. An infill drilling programme
of the Cabaçal deposit was undertaken and completed on 7 October 2025.
The Company is conducting a separate drilling programme at Santa Helena to evaluate potential for a second open-
pit development. The Company has initiated a metallurgical programme for Santa Helena based on the historical
metallurgical data and flowsheet, with the inclusion of oxide-transitional metallurgical testing, and also with the
addition of a gravity circuit for the recovery of any free gold mineralisation.
Regional exploration along the VMS Belt is planned to progressively cover over 50km of strike of the prospective
geology that is held by the Company under licence. The aim is to identify additional Cu-Au-Ag systems for follow up
drilling.
The Company will continue to develop its Executive Management and Brazilian teams to meet business needs for the
continual growth of the principal asset of Cabaçal.
31 December 2025
3
2026 Business Outlook
The Company continued to advance the Cabaçal and Santa Helena projects during 2025. Key objectives for the
Company during the year included initiating Cabaçal’s Feasibility Study (which is currently underway), granting of
the Preliminary License (granted 31 October 2025 and formalised 3 November 2025), and the future publication of
the inaugural Santa Helena resource statement. In parallel, the Company is advancing the greater VMS Belt’s
exploration licenses to keep them in good standing. The Company is looking to achieve this during a period when
gold and copper prices remain robust and there is an increased interest in natural resource equities occurring.
Performance Review
The review should be read in conjunction with the audited financial statements and notes.
The Board assesses the performance of the Company and its senior management by evaluating, on a quarterly basis,
the level of cash holdings of the Company, operational achievements, management of costs and capital expenditures.
All amounts are in United States (“US”) dollars and all units of measurement are expressed using the metric system,
unless otherwise stated. References to “$”, “US$” or “dollars” are to US dollars, and references to “C$” are to
Canadian dollars.
Financial key performance indicators
Financial Performance highlights
Results of Operations
The consolidated financial statements reflect the financial performance of the Group for the year ended 31 December
2025. During the year ended 31 December 2025, the Group incurred a total comprehensive loss of $17,047,361 as
compared to a total comprehensive loss of $20,013,091for the year ended 31 December 2024.
Operating expenses for the Group totalled $18,179,398 for the year ended 31 December 2025, compared to
$17,788,926 for the year ended 31 December 2024. The main variances were primarily driven by higher engineering
and study expenditures related to the advancement of the Feasibility Study, together with the recognition of share-
based compensation arising from stock option grants made during the year.
The Company expenses costs incurred in relation to the Cabaçal Project, including engineering and feasibility-related
expenditures, as they are incurred, in line with its accounting policy under IFRS 6. Although the Cabaçal Project has
reached the pre-feasibility stage, key milestones — including completion of the definitive feasibility study, obtaining
the installation licence, securing project financing and a final investment decision — remain outstanding. Accordingly,
management has determined that the criteria to commence capitalisation of development expenditures have not yet
been met, and such costs continue to be recognised as expenses.
Operating expenses with significant balances or significant movements include:
• Exploration and evaluation costs increased to $9,372,104 (2024 - $8,722,577). The variance was primarily due to
higher expenditures compared to the prior year, driven by increased engineering and technical study costs
associated with the advancement of the Feasibility Study, as well as higher costs related to drilling campaigns at
Santa Helena, Cabaçal, and for regional exploration.
• General and administration expenses increased to $4,541,151 (2024 - $2,977,345). The variance reflects
incentive-based compensation approved by the Board and higher payroll, employee benefit, and travel expenses
supporting the advancement of the Cabaçal project and corporate activities.
• Professional fees increased to $1,864,936 (2024 - $724,759). The increase is mainly related to financial advisory
fees and the legal fees related to the conversion to a plc.
• Share based compensation of $2,134,179 (2024 – $118,834). Variance related to the issuance of 8,025,000 stock
options in 2025, compared to 780,000 options issued in 2024.
• Foreign exchange gain of $586,343 (2024 – loss of $795,756). The foreign exchange gain was incurred mainly
due to fluctuation of exchange rates related to the translation of the Canadian dollars cash balances to US dollars
during 2025 compared to 2024.
4
The results for the year ended 31 December 2025, included other comprehensive loss of $44,717 (2024 – loss of
$1,778,186), comprised of foreign currency translation differences, primarily arising from the translation of the
Company’s Brazilian operations. These differences result from translating the financial statements of subsidiaries with
a BRL functional currency into the Company’s USD presentation currency, with assets and liabilities translated at the
closing rate and income and expenses at average rates, in accordance with IAS 21. The movement in the period reflects
fluctuations between average and closing exchange rates.
Detailed breakdowns of exploration costs for the year ended 31 December 2025 are provided in the notes to the
consolidated financial statements.
Non-financial key performance indicators
The Board establishes targets to maintain and improve the operational performance of the Group. These targets
primarily focus on the exploration and development of mineral properties, environment and corporate structure, areas
which the Board considers important for the short and long-term success of the Group and its operations.
Cabaçal Highlights
On 10 March 2025, the Company announced the positive results of the Preliminary Feasibility Study (“PFS”) led by
Ausenco do Brasil Engenharia Ltda and Ausenco Engineering Canada ULC, supported by GE 21 Mineral Consultants
Ltd for the advanced Cabaçal gold-copper-silver deposit in Brazil. In preparation for the commencement of the
Cabaçal detailed feasibility study, the Company announced that it is expanding the team for the engineering and
potential financing and development of the Cabaçal mine project.
On 8 May 2025, the Company announced that it has appointed Ausenco do Brasil Engenharia Ltda to undertake the
Definitive Feasibility Study for its advanced Cabaçal Au-Cu project in Mato Grosso, Brazil. Meridian also signed a
Corporate Agreement with Aurubis AG to facilitate a technical exchange to optimize Cabaçal’s Cu + Au-Ag sulphide
concentrates.
Work completed within the VMS Belt during the year ended 31 December 2025 included:
Cabaçal
• 51 surface diamond holes for 5,815m for resource definition;
• Initiation of Feasibility Study engineering reviews by Ausenco and the Company’s expanded engineering
team;
• Metallurgical tests of samples from the planned first 5 years of mining operations;
• Running of a mini pilot plant to generate data for the Cabaçal Feasibility Study;
• Crushability and hardness tests;
• 86 geotechnical holes for 1,031m; and
• Six hydrogeological holes for 461m.
Santa Helena
• 82 surface diamond holes for 5,343m, for resource definition;
• 20 auger holes for 135m, for mapping of the surface mineralization projection;
• Further metallurgical and environmental test work programmes, for which final reporting is pending; and
• 7 hydrogeological holes for 360m.
Regional Exploration
• 51 surface diamond holes for

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