DENARIUS METALS ANNOUNCES PROPOSAL TO ACQUIRE EMERITA RESOURCES CORP. TO SCALE UP CRITICAL MINERALS, GOLD AND SILVER PRODUCTION POTENTIAL IN THE IBERIAN PYRITE BELT

Rhea-AI Summary

Denarius Metals (OTCQX: DNRSF) delivered a proposal to acquire all issued and outstanding shares of Emerita Resources in an all-share transaction at a 15% premium to Emerita's TSX Venture closing price on April 10, 2026.

The proposal would consolidate Emerita's IBW material with Denarius' nearby Spanish projects, enable processing at the Aguablanca facility, and leverage a joint venture with ProGrowth for Saudi Arabian refining and trading. The proposal is subject to negotiation, customary conditions and may not be completed.

AI-generated analysis. Not financial advice.

Positive

• 15% premium to Emerita closing price on April 10, 2026
• Consideration payable entirely in Denarius Metals common shares
• Zancudo project in Colombia is now in production, providing cash flow
• JV with ProGrowth offers Saudi Arabian refining and trading channel

Negative

• Proposal is subject to negotiation and customary conditions
• There is no assurance the Proposal will result in a completed transaction

News Market Reaction – DNRSF

+1.12%

1 alert

+1.12% News Effect

On the day this news was published, DNRSF gained 1.12%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

TORONTO, April 13, 2026 /PRNewswire/ - Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) ("Denarius Metals" or the "Company") announced today that it has delivered a letter to the board of directors of Emerita Resources Corp. ("Emerita") outlining a proposal to acquire all of the issued and outstanding common shares of Emerita (the "Proposal").

Serafino Iacono, Executive Chairman of Denarius Metals, stated "We believe the proposed acquisition would be accretive to both Emerita's and Denarius Metals' shareholders. IBW's metallurgical profile is compatible with Denarius Metals' existing Spanish operations. A combination of the two companies would create the potential to scale up available resources in the Iberian Pyrite Belt and to consolidate the processing of Emerita's IBW material in the Aguablanca processing facility operated by Denarius Metals, thereby deferring or eliminating the capital expenditures otherwise required by Emerita to construct a standalone processing facility at IBW. Additionally, Denarius Metals has established a joint venture with ProGrowth, a diversified group of companies based in the Kingdom of Saudi Arabia, that is intended to provide a refining and trading platform in Saudi Arabia for concentrates from the combined Spanish portfolio.

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."

Under the Proposal, Denarius Metals would acquire Emerita in an all‑share transaction at a 15% premium to market, based on Emerita's closing share price on the TSX Venture Exchange on April 10, 2026. The Proposal contemplates consideration payable entirely in common shares of Denarius Metals.

Denarius Metals operates four projects across Colombia and Spain, including the Zancudo gold‑silver project in Colombia, which is now in production, and the Aguablanca nickel‑copper, Lomero polymetallic, and Toral zinc‑lead‑silver projects in Spain. Two of these projects, Aguablanca and Lomero, are located near IBW, Emerita's principal project.

Denarius Metals believes the Proposal offers Emerita shareholders a compelling and certain path to value relative to a standalone development trajectory.

The Proposal is subject to the negotiation and execution of a mutually acceptable definitive agreement and the satisfaction of customary conditions. There can be no assurance that the Proposal will result in a completed transaction.

About Denarius Metals

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%-owned Zancudo Project while it completes construction of a 1,000 tonnes 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 km southwest of Medellin.

In Spain, Denarius Metals has interests in three projects focused on in-demand critical minerals. The Company owns a 21.8% interest in Rio Narcea Recursos, S.L. and is the operator of its Aguablanca Project, which has been recognized by the EU as a Strategic Project. The Aguablanca Project comprises a turnkey 5,000 tonnes 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% interest in the Lomero Project, a polymetallic deposit located on the Spanish side of the prolific copper rich Iberian Pyrite Belt, approximately 88 km southwest of the Aguablanca Project, and a 100% interest in the Toral Project, a high-grade zinc-lead-silver deposit located in the Leon Province, Northern Spain.

Additional information on Denarius Metals can be found on its website at www.denariusmetals.com and by reviewing its profile on SEDAR+ at www.sedarplus.ca.

Cautionary Statement on Forward-Looking Information

This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to anticipated business plans or strategies, including statements with respect to the Proposal and the anticipated benefits of such transaction and the strategic rationale for the Proposal. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Denarius Metals to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to, the risk that discussions between Denarius Metals and Emerita do not result in a definitive agreement or that the proposed transaction is not completed on the terms currently contemplated or at all. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption "Risk Factors" in the Company's Annual Information Form dated March 31, 2026 which is available for view on SEDAR+ at www.sedarplus.ca. Forward-looking statements contained herein are made as of the date of this press release and Denarius Metals disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

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SOURCE Denarius Metals Corp.

FAQ

What did Denarius Metals (DNRSF) propose to Emerita on April 13, 2026?

Denarius proposed an all-share acquisition at a 15% premium to Emerita's April 10, 2026 closing price. According to the company, consideration would be paid entirely in Denarius Metals common shares and is subject to negotiation and customary conditions.

How would the Denarius Metals (DNRSF) proposal affect processing of Emerita's IBW material?

The proposal would enable processing at Denarius' Aguablanca facility, potentially avoiding standalone plant costs. According to the company, combining operations could defer or eliminate Emerita's capital expenditures for an IBW processing facility.

Does Denarius Metals (DNRSF) have production or cash flow to support the acquisition?

Denarius operates the Zancudo gold-silver project, which is now in production and provides diversified cash flow. According to the company, Zancudo plus Spanish projects would underpin the scaled Iberian Pyrite Belt platform.

What role does the joint venture with ProGrowth play in the Denarius (DNRSF) proposal?

The joint venture is intended to provide a Saudi Arabian refining and trading platform for concentrates from the combined Spanish portfolio. According to the company, this JV offers near-term export and refining optionality for processed material.

What is the timeline and certainty for completing the Denarius Metals (DNRSF) acquisition of Emerita?

There is no specified timeline; completion depends on negotiating a definitive agreement and satisfying customary conditions. According to the company, there can be no assurance the Proposal will result in a completed transaction.