Emerita Resources Announces Concurrent Offering

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TORONTO, June 05, 2023 (GLOBE NEWSWIRE) -- Emerita Resources Corp. (TSXV: EMO) (the “Company” or “Emerita”) is pleased to announce that due to investor demand, the brokered offering of up to 20,000,000 units of the Company (each a “Unit”), previously announced in the Company’s press release dated June 2, 2023 (the “Initial Offering”), is fully subscribed and that the Company is announcing a concurrent non-brokered private placement financing of up to 7,500,000 Units to be priced at $0.40 per Unit for gross proceeds of up to $3,000,000 (the “Concurrent Offering”), for maximum gross proceeds of $11,000,000 from the Initial Offering and Concurrent Offering, collectively.

Certain directors and officers of the Company are expected to subscribe for 2,637,500 Units in the Concurrent Offering (the “Insider Investment”). The Insider Investment will constitute a related party transaction, as such term is defined under the policies of the TSXV Venture Exchange (the “TSXV”), and the Company expects to rely on certain exemptions from the minority approval and formal valuation requirements under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as the fair market value of the aggregate Insider Investment will be below 25% of the Company’s market capitalization for the purposes of Sections 5.5(a) and 5.7(1)(a) of MI 61-101.

Each Unit will be comprised of one common share in the capital of the Company (each a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of $0.60 per Common Share for a period of 36 months following the completion of the Concurrent Offering. Securities issued under the Concurrent Offering are expected to carry a holder period of 4 months and one day from the date of issue as may be required under applicable securities laws.

The Company plans to use the aggregate net proceeds of the Initial Offering and Concurrent Offering to continue the exploration and development work on its Spanish base metal properties as well as general corporate working capital purposes.

The Concurrent Offering is scheduled to close on or about June 13, 2023, in conjunction with the Initial Offering, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSXV.