Mr. Ian Parkinson reports

EMERITA FORMS SPECIAL COMMITTEE, ENGAGES CANACCORD GENUITY AND CONFIRMS RECEIPT OF A SECOND UNSOLICITED OFFER LETTER FROM DENARIUS METALS

Emerita Resources Corp. has formed a special committee comprising independent directors (the M&A committee) in response to the unsolicited offer letter received from Denarius Metals Corp. on April 10, 2026 (the first offer letter), to acquire all of the issued and outstanding common shares of Emerita (please see the company's press releases dated April 13, 2026, and April 21, 2026). The M&A committee will consider and evaluate strategies to maximize shareholder value, including pursuing one or more strategic transactions and continuing to execute on the company's existing business plan. Emerita has engaged Canaccord Genuity Corp. as financial adviser to the company.

Emerita confirms that on April 23, 2026, it received a second unsolicited offer letter from Denarius to acquire all of the issued and outstanding common shares of Emerita at 45 cents per share, with consideration structured entirely in common shares of Denarius (the second offer letter).

As referenced in the first offer letter and in their press releases, Denarius characterizes the latest offer as a proposal and states that Denarius anticipates a transaction between Emerita and Denarius would be completed by way of a court-approved plan of arrangement, or a similar type of appropriate corporate transaction, which would be subject to mutually agreeable terms and conditions to be set out in a definitive agreement as well as all required court, regulatory and shareholder approvals. Denarius has not outlined any other terms or conditions in its second offer letter.

The board of directors of Emerita, in consultation with Canaccord Genuity and its other advisers, will review the second 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 there can be no certainty that Denarius's offer or any other strategic transaction will be pursued by Emerita, supported by the M&A committee or the board or ultimately completed.

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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