Denarius Metals proposes acquisition of Emerita

Executive Summary

• Denarius Metals Corp. has submitted a proposal to acquire all issued and outstanding common shares of Emerita Resources Corp.
• The proposed acquisition is an all-share transaction offering a 15% premium over Emerita's closing share price on April 10, 2026.
• The strategic goal is to scale production in the Iberian Pyrite Belt by consolidating Emerita's IBW material processing at Denarius' Aguablanca facility and utilizing a Saudi Arabian refining platform via a joint venture with ProGrowth.

Key Details

• Transaction Structure: All-share transaction.
• Consideration: Common shares of Denarius Metals.
• Premium: 15% premium to Emerita's closing share price on the TSX Venture Exchange as of April 10, 2026.
• Operational Synergies: Processing of Emerita's IBW material would be consolidated into the Aguablanca processing facility (operated by Denarius), potentially eliminating the need for Emerita to build a standalone facility.
• Refining Strategy: Denarius has established a joint venture with ProGrowth (Saudi Arabia) to provide a refining and trading platform for concentrates from the combined Spanish portfolio.
• Denarius Asset Portfolio:
  • Zancudo Project (Colombia): 100% owned; currently in early production phase. A 1,000-tonne-per-day processing plant is under construction and expected to produce high-grade gold-silver concentrates by Q3 2026.
  • Aguablanca Project (Spain): Denarius holds a 21.8% interest in Rio Narcea Recursos S.L. and operates the project; features a turnkey 5,000-tonne-per-day processing plant and is recognized as an EU strategic project.
  • Lomero Project (Spain): 100% owned polymetallic deposit located in the Iberian pyrite belt.
  • Toral Project (Spain): 100% owned high-grade zinc-lead-silver deposit.
• Status: The proposal is subject to the negotiation of a definitive agreement and satisfaction of customary conditions.

Notable Quotes

• Serafino Iacono, Executive Chairman of Denarius Metals: "A combination of Denarius Metals and Emerita would create a scaled Iberian pyrite belt platform with diversified cash flow from Denarius Metals' producing Zancudo project in Colombia, near-term processing optionality at Aguablanca and long-term access to a Saudi Arabian refining and trading channel."