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Emerita Announces AGM Results and Filing of Q3 Interim Financial Statements and MD&A

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Emerita Resources (OTCQX: EMOTF) reported results of its annual general and special meeting held on August 25, 2026. Shareholders approved the appointment of the auditors and elected six director nominees. For three nominees — Marilia Bento, Catherine Stretch and David Patterson — votes withheld exceeded votes for, triggering Emerita’s Majority Voting Policy and leading each to tender a resignation for Board consideration. Resolutions to set the number of directors and to re-approve the rolling stock option plan did not receive required approval. Emerita also filed its Q3 interim financial statements and MD&A for the quarter ended June 30, 2026 on SEDAR+.

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Positive

  • Shareholders approved appointment of auditors at the August 25, 2026 meeting
  • All six director nominees were formally elected, subject to majority voting outcomes
  • Q3 interim financial statements and MD&A for June 30, 2026 filed on SEDAR+

Negative

  • Majority Voting Policy triggered for three directors after higher withheld votes
  • Resolutions on number of directors did not obtain requisite shareholder approval
  • Annual re-approval of rolling stock option plan failed to receive required votes

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Toronto, Ontario--(Newsfile Corp. - August 25, 2026) - Emerita Resources Corp. (TSXV: EMO) (OTCQX: EMOTF) (FSE: LLJA) (the "Company" or "Emerita") reports the results of its annual general and special meeting of shareholders held on August 25, 2026 (the "Meeting").

At the Meeting, the shareholders approved the appointment of the Company's auditors. The six nominees listed in the Company's management information circular dated July 24, 2026 were elected as directors of the Company. However, in respect of Marilia Bento, Catherine Stretch and David Patterson the number of votes WITHHELD exceeded the number of votes cast FOR each nominee. The Company's Majority Voting Policy is therefore engaged with respect to Ms. Bento, Ms. Stretch and Mr. Patterson, and each has accordingly tendered a resignation for consideration by the Board of Directors.

The Board will consider each resignation in accordance with the Majority Voting Policy and will announce its decision in due course. No determination arising from that process has been made. The Board takes the voting results seriously and acknowledges the significant engagement of shareholders throughout this process.

The resolutions pertaining to setting the number of directors and the annual re-approval of the rolling stock option plan of the Company did not receive the requisite shareholder approval.

Emerita's Board and management thank shareholders for their participation in the Meeting and their engagement with the Company. Emerita remains focused on advancing its Spanish assets and pursuing its claims relating to the Falcon Project in the interests of all shareholders.

The Company further announces that it has filed its Q3 Interim Financial Statements and MD&A for the quarter ended June 30, 2026 on SEDAR+ (www.sedarplus.ca).

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.

For further information, contact:

Ian Fodie, Chief Financial Officer
+1 647 910-2500 (Toronto)
ifodie@emeritaresources.com
www.emeritaresources.com

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Cautionary Note Regarding Forward-looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the Board's consideration and determination of the resignations tendered by Ms. Bento, Ms. Stretch and Mr. Patterson under the Company's Majority Voting Policy, the future composition and size of the Board of Directors, the status and future administration of the Company's rolling stock option plan, and the Company's continued advancement of its Spanish assets and pursuit of its claims relating to the Falcon Project. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or 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 information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Emerita, as the case may be, to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; risks associated with operation in foreign jurisdictions; ability to successfully integrate the purchased properties; foreign operations risks; and other risks inherent in the mining industry. Although Emerita has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Emerita does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/311400

FAQ

What were the key voting results at Emerita Resources (OTCQX: EMOTF) AGM on August 25, 2026?

Shareholders approved auditors and elected six directors, but some proposals failed. According to Emerita, resolutions on the number of directors and annual re-approval of the rolling stock option plan did not receive requisite shareholder approval at the August 25, 2026 meeting.

Why was Emerita Resources’ Majority Voting Policy triggered for three directors in 2026?

The policy was triggered because withheld votes exceeded votes for three nominees. According to Emerita, Marilia Bento, Catherine Stretch and David Patterson each tendered resignations, which the Board will consider under the Majority Voting Policy before announcing any decision.

What happens next with the resignations of Emerita Resources directors after the 2026 AGM?

The Board will review each tendered resignation under its Majority Voting Policy. According to Emerita, no determination has been made yet, and the company plans to announce the Board’s decision in due course after that internal process concludes.

Which Emerita Resources shareholder resolutions did not pass at the August 25, 2026 meeting?

Two resolutions failed to obtain required shareholder support at the meeting. According to Emerita, proposals to set the number of directors and to grant annual re-approval of the rolling stock option plan did not receive the requisite level of approval.

When did Emerita Resources (EMOTF) file its Q3 2026 interim financial statements and MD&A?

Emerita filed its Q3 interim financial statements and MD&A on August 25, 2026. According to Emerita, the documents cover the quarter ended June 30, 2026 and are available on the SEDAR+ website for investor review.

Where can investors access Emerita Resources’ Q3 2026 financial statements and MD&A?

Investors can access the Q3 financial statements and MD&A on SEDAR+. According to Emerita, the interim filings for the quarter ended June 30, 2026 are available through the SEDAR+ portal at www.sedarplus.ca for public viewing.

What strategic focus did Emerita Resources highlight after the 2026 AGM results?

Emerita emphasized continued focus on its Spanish mineral assets and Falcon Project claims. According to Emerita, the company remains committed to advancing projects in Spain and pursuing Falcon-related claims in the interests of all shareholders following the meeting.