Condensed Consolidated Interim Cash Flow Statement (Unaudited)

Six months ended 30 June 2026

The amount above represents share issue costs accrued but unpaid as at 30 June 2026. Accordingly, only cash payments are included in financing activities in the statement of cash flows.

Notes to the Condensed Consolidated Interim Financial Statements

1        Corporate information

Meridian Mining plc (the "Company" or "Meridian") was formed in Amsterdam, Netherlands on 16 December 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") and the London Stock Exchange ("LSE") under the symbol MNO. 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.

1.1          Basis of presentation

These condensed consolidated interim financial statements have been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and UK-adopted International Accounting Standard 34, Interim Financial Reporting. They do not include all the information required for full annual financial statements and should be read in conjunction with the Group's audited consolidated financial statements for the year ended 31 December 2025. The accounting policies and methods of computation are consistent with those applied in those annual financial statements.

The financial information in this half-yearly financial report does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The statutory accounts for the year ended 31 December 2025 were approved by the Board on 23 April 2026 and delivered to the Registrar of Companies. The auditor's report on those accounts was unmodified, included a section drawing attention to a material uncertainty related to going concern without modifying the opinion, and did not contain a statement under section 498(2) or section 498(3) of the Companies Act 2006.

The condensed consolidated interim financial statements and accompanying notes were authorized for issue by the Company's Board of Directors on 12 August 2026.

These unaudited condensed consolidated interim financial statements have been prepared on a historical cost basis and are presented in United States dollars. References to "$", "US$" or "dollars" are to US dollars; "C$" refers to Canadian dollars; "R$" refers to Brazilian reais; "£" refers to pounds sterling; and "€" refers to euros.

1.2          Going concern

These condensed consolidated interim financial statements have been prepared on a going concern basis. In assessing this basis, the directors have considered the Company's financial position and anticipated future financing requirements. The directors have a reasonable expectation that the Company will have sufficient funding to continue its current operations for at least 12 months from the date of approval of these financial statements. However, the directors note the existence of a material uncertainty that may cast significant doubt related to going concern as described below.

Whilst the company has raised $76.2 million of equity in the year and holds a cash balance of $96.0 million at 30 June 2026, as a pre-revenue Company, the Company continues to be reliant on the equity and debt markets for additional capital to continue to advance its projects towards production. There can be no assurance that funds will be able to be raised when required. 

These conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern, and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business.

As a consequence of the above, the directors acknowledge that a material uncertainty exists regarding the company's ability to secure future equity funding, which may cast significant doubt over its ability to continue as a going concern. In the event that the funding is not approved, the company may be unable to realise its assets in full and discharge its liabilities in the normal course of business. Notwithstanding this uncertainty, the directors remain positive about the future direction of the business

2        Significant accounting estimates and judgments

The preparation of condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. The significant judgements and estimates are consistent with those described in Note 2 to the Group's audited consolidated financial statements for the year ended 31 December 2025.

New standards and interpretations adopted

(a) Amendments to IFRS 9 - Financial Instruments and IFRS 7 - Financial Instruments: Disclosures

In May 2024, the IASB issued amendments to IFRS 9 and 7 to clarify the recognition or derecognition of a financial asset or liability, with a new exception for some financial liabilities settled through an electronic cash transfer system. The amendments also add guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion, by introducing an additional SPPI test for financial assets with contingent features that are not related directly to a change in basic lending risks or costs. In addition, the amendments will add new disclosures for certain instruments with contractual terms that can change cash flows. Lastly, the amendments will require additional disclosures for equity instruments designated at fair value through other comprehensive income. The amendments are effective for reporting periods beginning on or after 1 January 2026, with early application permitted. The amendments have been adopted by the Company and the amendments did not result in ain any material changes to the condensed consolidated interim financial statements.

In December 2024, the IASB issued amendments to IFRS 9 and 7 to clarify the application of the 'own-use' exemption and provide guidance on hedge accounting for companies that hedge their purchase or sales of electricity using renewable power purchase agreements. The amendments also introduce new disclosure requirements. The amendments are effective for reporting periods beginning on or after 1 January 2026. The amendments have been adopted by the Company and the amendments did not result in any material changes to the condensed consolidated financial statements.

New standards issued but not yet effective

(a) IFRS 18 - Presentation and Disclosure in Financial Statements In April 2024, the IASB released IFRS 18 Presentation and Disclosure in Financial Statements.

IFRS 18 will replace IAS 1 Presentation of Financial Statements. The standard amends the presentation of the statement of income by introducing a newly defined 'operating profit' subtotal and a requirement for income and expenses to be allocated between three new distinct categories based on a company's main business activities, which are Operating, Financing and Investing. In addition, organizations will need to disclose certain 'non-GAAP' measures known as management defined performance measures. The standard will be effective from 1 January 2027 with early adoption permitted and requires retrospective application. The Company is assessing the impact of adoption of this amendment on its condensed consolidated financial statements.

2.1 Changes in accounting policies

There have been no changes in the Group's accounting policies from those applied in the annual consolidated financial statements for the year ended 31 December 2025. Any new IFRS Accounting Standards, amendments and interpretations effective for the Group's 2026 financial year have been considered and none have had a material effect on these condensed consolidated interim financial statements.

The Group's operations are not considered materially seasonal or cyclical. There were no material changes during the period in estimates of amounts reported in prior interim periods or prior financial years. No dividends were declared or paid during the six months ended 30 June 2026 or the comparative period. There were no changes in the composition of the Group during the period.

3        Significant expense items

Group exploration and evaluation expenses included in the loss is comprised of the following:

Group general and administrative expenses included in the loss is comprised of the following:

4        Property, plant and equipment

As at 30 June 2026, assets under construction amounted to $920,795 and represented advance payments made to suppliers under contracts for the purchase of equipment that had not yet been delivered.

5        Exploration and evaluation assets

Summary of the Group's exploration and evaluation assets:

Cabaçal Project, Mato Grosso

(a)   Overview of Purchase Agreement

On 6 November 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 5 October 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 at 30 June 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 15 October 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 1 August 2023, unless accelerated upon completion of an equity financing for gross proceeds of at least $2,500,000, provided completion of a successful drill programme 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 ordinary 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 ordinary shares).

●      Fifth instalment payment: $1,850,000 plus, at the option of the Vendors, 1,500,000 ordinary 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 4 January 2024, the Company amended the terms of this fifth instalment to defer the fifth payment to 30 September 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 15 April 2025, the Company further amended the terms of the fifth instalment where the payment will be made by 30 June 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;

●    On 18 June 2026, the Company entered into the Sixth Amendment to the Cabaçal Agreement, whereby the parties agreed to settle the remaining consideration of the fifth instalment by 30 June 2026, prior to the completion of the positive economic feasibility study. On 29 June 2026, the Company completed the payments required under the Sixth Amendment. The Company paid the remaining cash balance of the fifth instalment of US$1,000,000 and Meridian Mining PLC issued 1,500,000 ordinary shares to the sellers. The shares were measured at their fair value on the date of issuance, based on the closing market price of CAD1.62 per share, resulting in a value of US$1,761,271.

Amounts not yet triggered:

●     Sixth instalment payment: $2,250,000 payable plus, at the option of the Vendors, 2,000,000 ordinary 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 three months ended at 30 June 2026, the remaining balance of $68,008 relating to the third instalment had been fully paid.

During the period ended 30 June 2026, the Company made payments of $150,000 on behalf of the Vendors. These amounts were applied as deductions against the fifth instalment payment.

6        Accounts Payable and accrued liabilities

7        Provisions - Group

(i)        Other provisions

As at 30 June 2026, the Company has recognized a provision of $373,128 (31 December 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.

8        Taxes and fees payable

9        Earnings per share  

For the six months ended 30 June 2026, 17,627,356 (six months ended 30 June 2025 - 12,579,136) stock options and nil (six months ended 30 June 2025 - 1,050,814) agent's compensation options 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     Reserves - Stock Options

Stock option transactions are summarised as follows:

(i) During the period ended 30 June 2026, the weighted average share price at the date of the stock option exercise was C$0.68

As at 30 June 2026, the following incentive stock options were outstanding:

(1) 82,877 shall vest on 2 July 2026.

(2) 74,521 shall vest on 8 December 2026.

(3) 10,779 shall vest on 27 November 2026 and 1,004 shall vest on 27 May 2027.

Capital and reserves - Shares issued

Authorised Capital

As at 30 June 2026 the Company had authorised unlimited number of ordinary shares with a par value of €0.01.

Issued Capital

The Company has 487,119,091 (31 December 2025 - 419,458,358) issued and fully paid ordinary 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 six months ended 30 June 2026, the Company issued:

·      36,392,900 ordinary shares for aggregate gross proceeds of $42,226,562 at a subscription price of C$1.58 per ordinary share;

·      24,456,521 ordinary shares for aggregate gross proceeds of $30,543,681 at a subscription price of £0.92 (CAD 1.70) per ordinary share;

·      2,717,391 ordinary shares for aggregate gross proceeds of $3,385,492 at a subscription price of £0.92 (CAD 1.70) per ordinary share;

·      1,819,541 ordinary shares related to the exercise on a cashless basis (net exercise) of 2,752,382 share purchase stock options, in accordance with the Company's omnibus plan; and

·      1,500,000 ordinary shares to the sellers under the Cabaçal Agreement (see note 5).

·      774,380 ordinary shares for cash proceeds of $288,256 pursuant to the agent's compensation options at the exercise price of C$0.45 and C$1.10.

Bought Deal Financing

On 12 February 2026, the Company closed a bought deal offering through the issuance of 36,392,900 ordinary shares at a subscription price of C$1.58 per ordinary 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 $2,284,542.

London Stock Exchange Admission

On 1 May 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.

In connection with the Admission, the Company completed the following equity financings:

On 27 April 2026, the Company completed an oversubscribed equity placing to institutional investors, raising gross proceeds of GBP 22.5 million (approximately USD 30.5 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 1 May 2026, the Company completed and closed its retail offer, raising GBP 2.5 million (approximately USD 3.4 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 1,543,740 and incurred other share issuance costs of USD 2,859,647.

During the six-month period ended 30 June 2025, the Company issued:

·      44,187,432 ordinary shares for aggregate gross proceeds of $12,127,300 at a subscription price of C$0.39 per ordinary share;

·      234,123 ordinary shares related to the exercise on a cashless basis (net exercise) of 318,016 share purchase stock options, in accordance with the Company's omnibus plan; and

·      2,677,504 ordinary shares for cash proceeds of $829,657 pursuant to the agent's compensation options at the exercise price of C$0.35 and C$0.50.

Private Placement

On 19 February 2025, the Company completed a brokered private placement of 44,187,432 ordinary shares at a subscription price of C$0.39 per ordinary 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 ordinary shares issued pursuant to the private placement are subject to a four-month hold period expiring on 20 June 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.

11     Related party transactions

Group's key management compensation

Key management personnel transactions for the six months ended 30 June 2026, included compensation paid to the Company's independent Directors, as well as the Company's Chief Executive Officer ("CEO") and Director, President and Director, Chief Financial Officer, Senior Vice-President - Strategy and Projects, Senior Vice-President of Corporate Development and Chief Development Officer.

Group's other related party transactions

At 30 June 2026, the Group had the following balances due to/from entities related by way of ordinary directors and/or management. These amounts, unless otherwise noted, were unsecured and non-interest bearing.

12     Commitments and contingencies

A significant portion of the Group's operations are located in Brazil. The Group is subject to legal, labour, environmental and tax matters arising in the ordinary course of business, given the nature of its current and historical operations. The Group maintains policies, procedures and controls designed to ensure compliance with applicable laws and regulations.

13     Capital management

The capital structure of the Group consists of equity totalling $102,125,445 (31 December 2025 - $42,925,485). The Group's objectives when managing capital are to safeguard the Group'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 Group 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 Group may attempt to issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of cash.

The Group's policy is to invest its excess cash in highly liquid, fully guaranteed, bank sponsored instruments. The Group 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 Group 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:

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.      .

The Group 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 presents the US dollar equivalents of the Company's exposure to the following currencies:

At 30 June 2026, fluctuations of +/- 10% in the US dollar, relative to those foreign currencies, would impact the Condensed Consolidated half year of  Loss and Other Comprehensive Loss for the six months ended 30 June 2026 by approximately $9,513,858. In addition, such fluctuations would impact the Company's consolidated total assets, total liabilities and total equity by approximately $9,536,918, $23,060 and $9,513,858, respectively, as at 30 June 2026.

The Group 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 Group's financial assets exposed to interest rate risk consist of cash balances. None of the Group's payables are subject to floating interest rates. The Group does not believe its interest rate risk is significant.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its obligations associated with its financial liabilities that are settled by delivering cash or another financial assets.

The Group 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 Group's accounts payable and accrued liabilities are generally subject to normal trade terms. As a result, the Group 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 and development of its properties, such capital is expected to be derived from the completion of equity financings. Although the Company has a strong cash position at 30 June 2026, it has no source of operating income and has no assurance that additional funding will be available when required 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 ordinary shares may be subject to market trends generally, notwithstanding any potential success of the Company in creating revenue, cash flows or earnings.

As at 30 June 2026, the Group's liabilities that have contractual maturities are as follows:

15     Segment information

The Group 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

A) Grants under the Company's Omnibus Incentive Plan

On 2 July 2026, the Company granted 100,000 stock options to an employee. The options are subject to vesting in accordance with the terms of the Company's Omnibus Incentive Plan, have an exercise price of C$1.70 per ordinary share and expire on 2 July 2031.

On July 9, 2026, the Company granted an aggregate of 2,092,159 share-based awards under its Omnibus Incentive Plan to certain directors and members of senior management, comprising 619,694 restricted share units ("RSUs"), 1,239,393 performance share units ("PSUs") and 233,072 deferred share units ("DSUs"). The RSUs and PSUs generally vest on the third anniversary of the grant date, subject to applicable performance and other vesting conditions, while the DSUs, which were granted to non-executive directors, vest in twelve equal monthly instalments following the grant date. The awards were valued for grant purposes using a share price of CAD$1.70