Western Metallica signs LOI with Emerita Resources

Executive Summary

• Western Metallica Resources Corp. entered into a non‑binding Letter of Intent with Emerita Resources Corp. for the proposed sale of its wholly‑owned Spanish subsidiary, Western Metallica S.L., which holds 100% of the Nueva Celti copper project in Andalusia, Spain.
• The LOI outlines an initial cash deposit of $150,000 and a further $250,000 payable in Emerita shares based on the closing price prior to execution of a definitive share purchase agreement.
• Completion is contingent on multiple conditions, including a three‑year extension of the exploration permit, TSX Venture Exchange approval, shareholder approvals, and other customary closing terms; the parties acknowledge no guarantee that a binding agreement will be reached.

Key Details

• Parties: Western Metallica Resources Corp. (seller) and Emerita Resources Corp. (buyer).
• Asset: Western Metallica S.L. (WMS Spain), 100% owner of the Nueva Celti copper project, Seville province, Andalusia, Spain.
• Consideration:
• $150,000 cash deposit payable upon signing of LOI.
• Additional $250,000 to be paid in Emerita shares, calculated using the closing price of Emerita’s share on the day prior to execution of a definitive agreement.
• Transaction Structure: Non‑binding LOI; final terms may differ in a subsequent binding Share Purchase Agreement (SPA).
• Closing Conditions:
• Extension of Nueva Celti exploration permit(s) for three years.
• Execution of a binding SPA.
• Approval by the TSX Venture Exchange, including disinterested shareholder approval and any required value demonstration.
• Satisfaction of other customary closing conditions.
• Related Parties: Greg Duras serves as CEO of Western Metallica and CFO of Emerita, making Emerita a non‑arm’s‑length party to the transaction.
• Other Projects: Western Metallica’s principal asset remains the Penedela gold project in Asturias; a renewal application for an additional three‑year term has been submitted.

Notable Quotes

(No direct quotes were provided in the release.)