Emerita Resources Announces Concurrent Offering
PRESS RELEASE
June 5, 2023
EMERITA RESOURCES ANNOUNCES CONCURRENT OFFERING
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR
DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Toronto, Ontario - 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 p ress 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 3 6 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.
The securities being offered have not, nor will they be registered under the United States Securities Act of
1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit
of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This release does not constitute an offer for sale of securities in the United States.
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 S pain. 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 Parkinson
+1 647 910-2500 (Toronto)
www.emeritaresources.com
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
Initial Offering and the Concurrent Offering and the completion thereof; the Company’s in tended use of
proceeds from t he Initial Offering and Concurrent Offering; the participation of certain insiders in the
Concurrent Offering; the ability of the company to rely on certain exemptions from the minority approval
and formal valuation requirements under applicable securities laws; potential trade restrictions on the
securities offered under the Concurrent Offering; the approval of Concurrent Offering by the TSXV; 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 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.