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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.
