Mr. Ian Parkinson reports

EMERITA CONFIRMS RECEIPT OF UNSOLICITED OFFER LETTER FROM DENARIUS METALS

Emerita Resources Corp. confirms that it has received an unsolicited offer letter from Denarius Metals Corp. to acquire all of the issued and outstanding common shares of Emerita at a 15-per-cent premium to market based on Emerita's closing price on April 10, 2026, with consideration structured entirely in common shares of Denarius.

Denarius has not outlined any other terms or conditions in its offer letter, and has simply indicated it welcomes the opportunity to discuss it with Emerita and intends to publicly disclose its offer, which it has now done. Denarius's news release refers to the offer letter as a proposal, and provides that it is subject to negotiation and execution of a mutually acceptable definitive agreement and the satisfaction of customary conditions.

The board of directors of Emerita, in consultation with its advisers, will review the offer letter, and determine the course of action that is in the best interests of Emerita and its shareholders. No action is required by Emerita shareholders at this time.

Emerita cautions its shareholders and potential investors that the offer letter is non-binding, and there can be no certainty that Denarius's offer or any other strategic transaction will be pursued by Emerita, supported by the board or ultimately completed.

The board will provide an update to Emerita shareholders regarding its consideration of the offer letter in due course and otherwise intends to provide updates if and when necessary, in accordance with applicable securities laws.

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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