Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” and “will” identify these statements. Because these predictions involve known and unknown risks, actual results may differ materially. We assume no obligation to publicly update or revise these statements, whether as a result of new information or future events.

Meridian is the innovative clean-tech emerging growth leader of the refinery industry, and uses proprietary technology to make its refineries the cleanest, most efficient and cost-effective ever built. The first Meridian project, currently under construction, is the 49,500 barrel per day (“bpd”) Davis Refinery in the Bakken Shale Oil Basin in North Dakota. Sites for additional refineries of similar design to Davis have been identified and are ready for development.

The U.S. refining industry has been consistently profitable, regardless of the price of oil, since its inception. Publicly traded refinery companies are typically regarded as “Blue-chip” stocks and trade at a low P/E ratio because they are such consistent money makers.  The 10-year average P/E ratio of 143 US refinery stocks is 8.5. As the price of crude oil goes up or down, the price of their refined fuels goes up or down, ensuring the refiners maintain a healthy crack spread, the difference between the price of their crude-oil feedstock and their output. Since 2014, crack spreads have fluctuated between $10 and $33, allowing refineries to be so consistently profitable. The demand for refining capacity is growing, domestically and globally. According to Google Finance:

• U.S. annual refinery utilization averaged about 89% over the last decade.
• Bottlenecks and Margins: The mismatch between rising demand and constrained capacity has led to supply bottlenecks and has historically pushed refining margins (crack spreads) to historic highs, benefiting refiners.
• Future Outlook: While the market is expected to be relatively balanced in 2025 and 2026, it is projected to tighten from 2027 to 2030, with demand growth significantly exceeding capacity additions, leading to higher global refinery utilization rates.

Meridian believes that the development of refining capacity in the US at this time will lead to relatively high utilization rates, higher than average crack spreads and consistently higher than industry profitability, yielding significant value to Meridian shareholders.

No new, greenfield refinery, using the latest technology and efficiencies has been built since 1976—until now.  Meridian’s Davis refinery will be the most technologically advanced, efficient and profitable per barrel ever put into service. With Meridian’s proprietary technology developed specifically for modern times, Meridian stands to reap huge rewards as it rolls out high-tech refineries across the country in the coming years.

The U.S. refining industry began in the 1850s to produce kerosene for lamps and over 170 years the industry evolved from basic distillation into a highly complex petrochemical sector driven by the automobile, wartime demands, and environmental regulations. The 1970s and 1990s introduced major regulatory shifts, and refiners invested heavily in new equipment to phase out leaded gasoline and significantly reduce sulfur levels in diesel and gasoline.

Rather than building new plants, refiners focused on expanding and upgrading existing facilities. In other words, permitting timelines, capital intensity, and regulatory barriers closed the industry to entrepreneurs and smaller investors, and the refining industry was closed to all but the major incumbents.

New refining facilities matter. Refining has consistently been the most profitable segment of the energy industry. US demand continues to rise, and the US currently uses 20mm bpd of refine products. At the same time, since 2019 the US has lost over 1mm bpd of refining capacity with plant closures in Pennsylvania, California and New Mexico, with more to follow. The country imports refined products to meet the gap. In 1981 the US had 324 refineries and today we’re down to about 125 (per EIA) and capacity is shrinking.

This is NOT due to reduced demand, it is because permitting is a 5-to-10-year process, costs 9-figures just to get to final project capitalization, and the political risk is huge. Refining became a business where only the big incumbents could play. Davis is fully permitted, which removes that first barrier. Meridian and the Davis Refinery is the only way that an investor can participate in this highly profitable segment of the energy industry.

The market has consistently supported a responsible approach to ESG issues, and Meridian has fully Meridian documented its approach to this area of industry change in its Environmental, Social and Governance (“ESG”) program in accordance with the Company’s founding philosophy and strategy. This ensures that Meridian’s facilities reflect strict social responsibility and sound environmental practices. Meridian leads the industry in designing, permitting and building the cleanest refineries on the planet and has established itself as the leader in the integration of ESG principles into its business.

Meridian is very aware of the competitive nature of infrastructure projects and the risk mitigation and return thresholds required to achieve its corporate and project financing objectives. Meridian has positioned the Company and structured its first refinery – the Davis Refinery – to be a top-tier investment on a risk adjusted return basis. The Company has designed, configured and permitted Davis, and has completed the Davis long-term agreements with best-in-class industry partners to ensure that Meridian achieves those returns.  The chart on the right shows the return profile of the Davis Refinery under different oil price assumptions. Davis plus the Permian and Cushing Refineries are expected to have 180,000 bpd of throughput and will produce approximately $900mm in EBITDA when in full commercial operation (within five years). The three refineries will create total value of $7billion for the three assets, of which Meridian’s share will be just under $2billion.

“Based on Meridian’s plans for the Davis Refinery and additional follow-on clean-tech facilities, the Company believes that its shares will be worth several times its current offering price.”

– William Prentice, Chairman & CEO,
Meridian Energy Group

Meridian has recently launched its $95mm Reg D 506c private placement of 10mm shares of its common stock (the “Offering”). The proceeds of the Offering are being applied to additional engineering for Davis in support of the final project financing for Davis, and to the initial design and permitting work for the Permian Refinery, the Cushing Refinery, and the Belfield Energy Center. The specifics regarding this Offering, including relevant documentation, are available at the link below.

Meridian is also finalizing the project construction financing for the Davis Refinery into a single-purpose entity created for this institutional placement. This is funding the fabrication and purchase of Davis modules and heavy equipment, installation and construction of Davis, and commissioning and startup of the refinery.