Mr. Michael Davies of Denarius Metals reports

DENARIUS METALS ANNOUNCES INCREASED PROPOSAL TO ACQUIRE EMERITA RESOURCES CORP.

Denarius Metals Corp. has increased its previous proposal to acquire all of the issued and outstanding common shares of Emerita Resources Corp. to 45 cents per Emerita share under an all-share transaction, representing an approximate 73-per-cent premium to Emerita's closing share price on the TSX Venture Exchange on April 10, 2026. Denarius Metals is ready to engage promptly with Emerita's board and management to finalize terms and believes Emerita shareholders deserve the opportunity to evaluate the increased proposal without undue delay. Denarius Metals encourages Emerita shareholders to carefully consider the increased proposal in light of current market conditions, recent events and the significant premium being offered relative to Emerita's recent trading levels.

Intention to make a premium offer for Emerita

The increased proposal values Emerita at approximately $133.48-million based on its current issued and outstanding common shares, implying a roughly 73-per-cent premium to the closing price of Emerita's shares on the TSX Venture Exchange on April 10, 2026, following the application for enforcement proceedings issued by the Ontario Securities Commission. As of yesterday's close, this offer would result in Denarius Metals issuing approximately 150 million shares at an estimated exchange rate of 0.506 Denarius Metals share for each Emerita share issued and outstanding as of that date.

Serafino Iacono, executive chairman of Denarius Metals, stated: "This increased proposal reflects our conviction in the quality of Emerita's assets and the compelling strategic fit with Denarius Metals' existing Spanish operations. We believe this is a full and fair offer that delivers immediate value to Emerita shareholders, particularly at a time when clarity, certainty and experienced operators matter most. Our team has demonstrated the ability to advance projects into production, and we are prepared to engage constructively to complete a transaction that benefits all stakeholders."

Compelling case for a combined company

The company has the financial and operational capacity to complete the transaction. Denarius Metals believes the increased proposal offers Emerita shareholders a compelling and certain path to value relative to a stand-alone development trajectory. The combined company would benefit from Denarius Metals' existing production profile, infrastructure and regional operating expertise in Spain while accelerating the development timeline of Emerita's Iberian pyrite belt projects.

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 project, the Lomero polymetallic project and the Toral zinc-lead-silver project in Spain. Two of these projects, Aguablanca and Lomero, are located near IBW, Emerita's principal project.

The proposal is subject to the negotiation and execution of a mutually acceptable definitive agreement and the satisfaction of customary conditions, including the receipt of all necessary regulatory and shareholder approvals. There can be no assurance that the proposal will result in a completed transaction. However, Denarius Metals remains ready to engage constructively with Emerita's board and management to expeditiously progress toward a definitive agreement in the best interests of both companies' shareholders.

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 SL 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 kilometres 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 in northern Spain.

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