Mr. Ian Fodie reports

EMERITA FILES MANAGEMENT INFORMATION CIRCULAR FOR ANNUAL AND SPECIAL MEETING AND REMINDS SHAREHOLDERS TO VOTE

Emerita Resources Corp. has filed and is mailing its management information circular and related materials for the company's 2026 annual general and special meeting of shareholders, to be held in person on Aug. 25, 2026, at 10 a.m. Toronto time.

Significantly renewed board

The company has taken meaningful steps to strengthen governance, renew the board and management team, and position Emerita for the next phase of its development. The board believes the nominees provide the right combination of renewal, independence, capital markets experience, mining expertise, Spanish operating knowledge and historic continuity required to oversee the company's business and advance the interests of all shareholders, including the advancement of its Spanish assets and the management of continuing legal and regulatory matters.

The board recommends shareholders elect the following six director nominees: Agne Ahlenius, Joseph Belan, Marilia Bento, David Patterson, Catherine Stretch and Joaquin Merino.

The proposed slate includes five independent nominees and three directors appointed since April, 2026. As previously announced, the company has also appointed Ian Fodie as chief financial officer and Lisa Thompson as corporate secretary as part of its broader management renewal.

Civil claim

Emerita also confirms that it has commenced a civil claim relating to the Falcon project against certain former directors and officers, Lithium Ionic Corp., and other parties. The board unanimously authorized the civil claim following a recommendation from the special committee of independent directors. The special committee was formed following the announcement by the Ontario Securities Commission of its enforcement proceedings. The special committee undertook a thorough review process of the relevant matters with the benefit of its independent legal and financial advisers.

The claim has been brought by Emerita as part of the company's continuing efforts to protect and advance the interests of the company and its shareholders. The company intends to address the action through the legal process and does not intend to comment further publicly at this time. The allegations contained in the company's statement of claim have not been proven.

The company remains focused on advancing its Spanish assets, pursuing accountability through appropriate legal channels and maintaining disciplined governance for the benefit of all shareholders.

Additional corporate developments

The company also announces that it has terminated all of the independent contractor arrangements with former directors and officers, effective immediately. In addition, the company confirms that Patrizia Ferrarase, the company's vice-president of strategic initiatives and Europe, is no longer with Emerita, effective immediately.

Shareholder voting

The company filed and posted the meeting materials before the mailing so shareholders could review them while printed materials were being prepared and distributed. Printed materials are expected to be mailed beginning on or about July 31, 2026. Shareholders who are entitled to receive paper copies should begin receiving them shortly. Shareholders do not need to wait to receive printed materials in order to review the company's circular or make voting arrangements

Shareholders of record as of July 24, 2026, are entitled to vote at the meeting. Shareholders will be asked to, among other things, elect directors, appoint auditor, approve the company's stock option plan and fix the number of directors. The meeting will be held in person on Aug. 25, 2026, at 10 a.m. Toronto time, at the offices of Dentons Canada LLP, 77 King St. West, Suite 400, Toronto, Ont. Shareholders who do not plan to attend are encouraged to vote promptly using the form of proxy or voting instruction form included with the meeting materials.

Proxies must be received by TSX Trust Company no later than 10 a.m. Toronto time on Friday, Aug. 21, 2026, subject to the terms and procedures described in the meeting materials. Registered shareholders should follow the instructions on their form of proxy. Non-registered shareholders who hold their shares through a broker, bank or other intermediary should carefully follow the instructions on their voting instruction form, as intermediary deadlines may be earlier than the company's proxy deadline.

Shareholders are encouraged to review the meeting materials available under the company's profile on SEDAR+ and the company's website.

Shareholders who have questions or require assistance voting their shares may contact Mr. Fodie at 1-647-910-2500 or ifodie@emeritaresources.com.

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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