Emerita Resources Corp. (TSX-V: EMO) (OTCQB: EMOTF) (FSE: LLJA) is pleased to announce that it has closed its previously announced brokered private placement of units of the Company pursuant to which the Company issued 23,809,500 Units at a price of C$1.05 per Unit for aggregate gross proceeds to the Company of C$24,999,975. The Brokered Offering was conducted on a “best efforts” agency basis, with Clarus Securities Inc. and Velocity Trade Capital Ltd. as co-lead agents and co-lead bookrunners, on behalf of a syndicate of agents including Canaccord Genuity Corp. and iA Private Wealth Inc.

The Company is also pleased to announce that, concurrent with the closing of the Brokered Offering, it has closed its previously announced non-brokered private placement of Units on an upsized basis. The Company issued 1,040,000 Units at the Offering Price for gross proceeds to the Company of C$1,092,000 pursuant to the Non-Brokered Offering.

Each Unit is comprised of one common share in the capital of the Company and one-half of one common share purchase warrant. Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of C$1.30 per Common Share until August 26, 2027.

The Brokered Offering was conducted pursuant to the terms of an agency agreement dated August 26, 2025 among the Company and the Agents. In accordance with the terms of the Agency Agreement, in consideration for their services, the Agents received a total cash commission equal to $1,727,213.25 and a total of 1,644,965 non-transferable compensation options. Each Compensation Option entitles the holder thereof to acquire one Common Share at the Offering Price until August 26, 2027. The Company did not pay finder’s fees in connection with the Non-Brokered Offering.

The Units issued pursuant to the Brokered Offering were offered for sale by way of private placement pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions as amended and supplemented by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption in each of the Provinces of Canada (other than the Province of Quebec), and in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in certain other jurisdictions outside of Canada and the United States pursuant to available prospectus or registration exemptions in accordance with applicable laws. Because the Brokered Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued in the Brokered Offering are not subject to a statutory hold period pursuant to applicable Canadian securities laws. The securities issued under the Non-Brokered Offering will be subject to a statutory hold period of four months and a day from the date of issuance in accordance with applicable Canadian securities legislation, other than those securities issued pursuant to OSC Rule 72-503 – Distributions Outside Canada which will not be subject to such statutory hold period.

The net proceeds of the Offering will be used by the Company to continue the exploration and development work on its Spanish mineral properties as well as general corporate and working capital purposes.

There is an amended and restated offering document prepared in the form prescribed by Form 45-106F19 related to the Brokered Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.emeritaresources.com.

The Offering remains subject to final approval of the TSX Venture Exchange.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

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.