Emerita Announces Closing of $20 Million Bought Deal Private Placement
EMERITA ANNOUNCES CLOSING OF $20 MILLION
BOUGHT DEAL PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES.
Toronto, ON – July 15, 2021 – Emerita Resources Corp. (“Emerita” or the “Company”) (TSXV: EMO) is
pleased to announce that it has closed its previously announced bought deal private placement of units of the
Company (the “Units”) pursuant to which the Company issued 18,182,500 Units at a price of $1.10 per Unit
(the “Offering Price”) for aggregate gross proceeds of $20,000,750 (the “Offering”), which included the full
exercise of the Underwriters ’ option to purchase additional Units. The Offering was led by Clarus Securities
Inc. and Research Capital Corporation, as co-lead underwriters and joint bookrunners, on behalf of a syndicate
of underwriters (collectively, the “Underwriters”) that included iA Private Wealth Inc.
Each Unit is comprised of one common share of the Company (a “ Common Share ”) and one- half of one
Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable to acquire
one Common Share (a “Warrant Share”) at a price of $1.50 per Warrant Share for a period of 24 months from
the closing of the Offering.
The Company intends to use the net proceeds from the Offering for exploration activities in Spain and for
working capital and general corporate purposes.
In connection with the Offering, t he Underwriters received an aggregate cash fee equal to 6 .0% of the gross
proceeds from the Offering. In addition, the Company issued to the Underwriters 1,090,950 non-transferable
broker warrants (the “Broker Warrants”). Each Broker Warrant will entitle the holder thereof to purchase one
Common Share at an exercise price equal to the Offering Price for a period of 24 months following the closing
of the Offering.
The securities issued pursuant to the Offering will be subject to a four -month and one day hold period under
applicable securities laws in C anada. The Offering remains subject to the final approval of the TSX Venture
Exchange (the “TSXV”).
An insider of the Company subscribed for 6,800 Units under the Offering. Each transaction with an insider of
the Company constitutes a “related party transaction” within the meaning of Multilateral Instrument 61- 101 –
Protection of Minority Security Holders in Special Transactions ( “MI 61- 101”). The Company is relying on
exemptions from the formal valuation requirements of MI 61- 101 pursuant to section 5.5(a) and the minority
shareholder approval requirements of MI 61- 101 pursuant to section 5.7(1)(a) in respect of such insider
participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed
25% of the Company’s market capitalization.
The securities described herein have not been, and will not be, registered under the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not
be offered or sold within the United States except in compliance with the registration requirements of the U.S.
Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press
release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About Emerita Resources Corp.
Emerita is a Canadian natural resource company engaged in the acquisition, exploration and
development of mineral properties with a primary focus on exploring in Spain. Management has spent
decades with major mining companies globally and has a successful track record that includes numerous
mineral deposit discoveries and subsequent project developments in North and South America, Africa
and Australia. The Company ’s corporate of fice and technical team are based in Sevilla, Spain with an
administrative office in Toronto, Canada. The Company’s shares are listed on the TSXV under the symbol
“EMO”. For further information please refer to the Company’s website at www.emeritaresources.com.
For Further Information, Contact:
Helia Bento
+1 (416) 566-8179 (Toronto)
Joaquin Merino
34 (628) 1754 66 (Spain)
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 Offering, the use
of proceeds of the Offering, the expected exploration program in Spain and the Company ’s future plans.
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 informatio n, 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the “ U.S. Securities Act”) or any state securities laws and
may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN
THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS RELEASE.