Mr. Michael Davies reports

DENARIUS METALS ANNOUNCES PROPOSAL TO ACQUIRE EMERITA RESOURCES CORP. TO SCALE UP CRITICAL MINERALS, GOLD AND SILVER PRODUCTION POTENTIAL IN THE IBERIAN PYRITE BELT

Denarius Metals Corp. has delivered a letter to the board of directors of Emerita Resources Corp. outlining a proposal to acquire all of the issued and outstanding common shares of Emerita.

Serafino Iacono, executive chairman of Denarius Metals, stated: "We believe the proposed acquisition would be accretive to both Emerita's and Denarius Metals' shareholders. IBW's metallurgical profile is compatible with Denarius Metals' existing Spanish operations. A combination of the two companies would create the potential to scale up available resources in the Iberian pyrite belt and to consolidate the processing of Emerita's IBW material in the Aguablanca processing facility operated by Denarius Metals, thereby deferring or eliminating the capital expenditures otherwise required by Emerita to construct a standalone processing facility at IBW. Additionally, Denarius Metals has established a joint venture with ProGrowth, a diversified group of companies based in the Kingdom of Saudi Arabia, that is intended to provide a refining and trading platform in Saudi Arabia for concentrates from the combined Spanish portfolio.

"A combination of Denarius Metals and Emerita would create a scaled Iberian pyrite belt platform with diversified cash flow from Denarius Metals' producing Zancudo project in Colombia, near-term processing optionality at Aguablanca and long-term access to a Saudi Arabian refining and trading channel."

Under the proposal, Denarius Metals would acquire Emerita in an all-share transaction at a 15-per-cent premium to market, based on Emerita's closing share price on the TSX Venture Exchange on April 10, 2026. The proposal contemplates consideration payable entirely in common shares of Denarius Metals.

Denarius Metals operates four projects across Colombia and Spain, including the Zancudo gold-silver project in Colombia, which is now in production, and the Aguablanca nickel-copper, Lomero polymetallic and Toral zinc-lead-silver projects in Spain. Two of these projects, Aguablanca and Lomero, are located near IBW, Emerita's principal project.

Denarius Metals believes the proposal offers Emerita shareholders a compelling and certain path to value relative to a standalone development trajectory.

The proposal is subject to the negotiation and execution of a mutually acceptable definitive agreement and the satisfaction of customary conditions. There can be no assurance that the proposal will result in a completed transaction.

About Denarius Metals Corp.

Denarius Metals is a Canadian junior company engaged in the acquisition, exploration, development, and eventual operation of precious metals and polymetallic mining projects in high-grade districts in Colombia and Spain. Denarius Metals is listed on Cboe Canada where it trades under the symbol DMET. The company also trades on the OTCQX Market in the United States under the symbol DNRSF.

In Colombia, Denarius Metals is producing gold and silver in an early production phase at its 100-per-cent-owned Zancudo project while it completes construction of a 1,000-tonne-per-day processing plant that is expected to start producing high-grade gold-silver concentrates by the third quarter of 2026. The Zancudo project is a high-grade gold-silver deposit, which includes the historic producing Independencia mine, and is located in the Cauca belt, about 30 kilometres southwest of Medellin.

In Spain, Denarius Metals has interests in three projects focused on in-demand critical minerals. The company owns a 21.8-per-cent interest in Rio Narcea Recursos S.L. and is the operator of its Aguablanca project, which has been recognized by the European Union as a strategic project. The Aguablanca project comprises a turnkey 5,000-tonne-per-day processing plant and the rights to exploit the historic producing Aguablanca nickel-copper mine, located in Monesterio, Extremadura. Denarius Metals also owns a 100-per-cent interest in the Lomero project, a polymetallic deposit located on the Spanish side of the prolific copper-rich Iberian pyrite belt, approximately 88 km southwest of the Aguablanca project, and a 100-per-cent interest in the Toral project, a high-grade zinc-lead-silver deposit located in the Leon province, northern Spain.

We seek Safe Harbor.