Denarius drops offer for Emerita Resources acquisition

Mr. Michael Davies reports DENARIUS METALS RESCINDS PROPOSAL TO ACQUIRE EMERITA RESOURCES After multiple attempts to engage with the board of directors and special committee of Emerita Resources Corp., Denarius Metals Corp. no longer intends to pursue its offer to enter into discussions with Emerita Resources in respect of the acquisition of all of the issued and outstanding shares of Emerita. Emerita has failed to engage in any substantive discussions with Denarius Metals regarding its proposal to acquire the shares of Emerita by way of plan of arrangement or other supported corporate transaction at a price of 45 cents per Emerita share, representing a 73-per-cent premium to Emerita's closing price on April 10, 2026. Although Denarius Metals' proposal was intended to provide Emerita shareholders with a pathway to immediate value, Emerita has not responded to Denarius Metals' written requests to facilitate negotiations that could lead to a potential transaction. Denarius Metals will continue to ramp up operations at its producing Zancudo gold-silver mine in Colombia as well as prepare the Aguablanca nickel-copper project in Spain to restart in the first half of 2027 and create scale in its portfolio of projects in Spain, including the advancement of its strategic collaboration with Saudi-based ProGrowth Ltd. Company. 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, northern Spain. We seek Safe Harbor.