Mr. David Gower reports

EMERITA RESOURCES ANNOUNCES INCREASE TO LOAN FINANCING WITH NEBARI RESOURCES TO ADVANCE IBW PROJECT

Emerita Resources Corp. has entered into an amended credit agreement with Nebari Natural Resources Credit Fund II LP, pursuant to which a fourth tranche of $35-million (U.S.) will be made available as a standby loan to the company (the upsized loan).

Pursuant to the upsized loan, the maximum aggregate principal amount that Emerita may borrow from the lender is $50-million (U.S.) in four tranches of: (i) $6-million (U.S.) (tranche 1); (ii) $4.5-million (U.S.) (tranche 2); (iii) $4.5-million (U.S.) (tranche 3); and (iv) $35-million (U.S.) (tranche 4 and, together with tranche 1, tranche 2 and tranche 3, the tranches and each a tranche). As of today's date, Emerita has only drawn down on tranche 1 of the upsized loan (please see Emerita's press release dated Aug. 19, 2024, for further details regarding tranche 1). Other than the addition of tranche 4, no other changes have been made to the original loan agreement between Emerita and Nebari dated Aug. 14, 2024, as amended (please see Emerita's press release dated Aug. 14, 2024, for further details regarding the original loan agreement).

The upsized loan provides flexible financial support to allow Emerita to continue to advance its wholly owned Iberian belt west project (the IBW project or IBW) and a drawdown under each of tranches 2, 3 and 4 is at the sole discretion of the company.

David Gower, Emerita's chief executive officer, commented: "The upsized facility provides Emerita with increased financial flexibility to advance the IBW project and other growth opportunities for the company with less dilution. As IBW approaches a construction decision, the company is demonstrating its strong capacity to finance the project through concrete transactional support and this instrument ensures capital requirements such as long lead time equipment for project development will not be delayed due to capital limitations. The company is in a very strong financial position and does not intend to utilize the expanded Nebari facility in the near term. We are very excited to be working with Nebari and be in a position to be advance the project development at an efficient and rapid pace."

Steven Bowles, Nebari's managing director, stated: "Nebari is pleased to provide additional financing capacity of now up to $50-million (U.S.) to the Emerita team in support of the development of the IBW project. Since the closing of First tranche of the original loan, the IBW mineral resource has grown significantly and is well positioned to advance toward the execution stage of the project."

The proceeds of the upsized loan are to be used by Emerita for working capital requirements related to exploration and geological drilling, advancement of engineering studies, environmental permitting at the IBW project, deposits on long lead time items, and general and administrative costs of the company.

If the company decides to draw down on tranche 4, the company will on the closing of the advance under tranche 4 issue such number of common share purchase warrants equal to $13,125,000 (U.S.) divided by a Canadian dollar amount equal to a 25-per-cent premium to the lower of: (i) a 20-day volume-weighted adjusted price (VWAP) of the company's share price on the date the company issues its request for the advance in respect of tranche 4; and (ii) the market price (as such term is defined under the policies of the TSX Venture Exchange) as of the date the company issues its request for the advance in respect of such tranche. Each loan bonus warrant will entitle the holder to purchase one common share of the company at an exercise price per loan bonus warrant share equal to a 25-per-cent premium to the lower of: (i) the 20-day VWAP of the company's share price on the date which the company issues its request for the advance in respect of tranche 4; and (ii) the market price on the date the company issues its request for the advance in respect of tranche 4 until Aug. 16, 2028.

Pursuant to entering into loan agreement, Emerita is required to issue to Nebari 1,219,512 common share purchase warrants. Each warrant is exercisable into one Emerita common share at an exercise price of $1.45 per warrant share until Aug. 16, 2028.

The upsized loan and the issuance of the warrants and loan bonus warrants are subject to the approval of the TSX-V. The warrants and the loan bonus warrants (including the warrant shares and loan bonus warrant shares, respectively, issuable upon the exercise thereof) will be subject to a statutory hold period of four months and one day under applicable securities laws. The lender is at arm's length to the company.

About Emerita Resources Corp.

Emerita is a natural resource company engaged in the acquisition, exploration and development of mineral properties in Europe, with a primary focus on exploring in Spain. The company's corporate office and technical team are based in Sevilla, Spain, with an administrative office in Toronto, Canada.

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