Emerita Resources Announces Increase to Private Placement

TORONTO, May 28, 2020 - Emerita Resources Corp. (TSX-V: EMO) (the “Company” or “Emerita”) announces that due to response from investors, it has increased its non-brokered private placement financing to $1,350,000 from its initially targeted $1,000,000 financing announced on May 14, 2020. The increased financing will be completed through the issuance of up to 27,000,000 units of Emerita (the “Units”) at a price of $0.05 per Unit (the “Offering”).

Each Unit shall be comprised of one common share of Emerita (each a “Common Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder to acquire one Common Share at a price of $0.15 for a period of 24 months following the closing date of the Offering, subject to an acceleration provision whereby in the event that at any time after the expiry of the statutory hold period, the Common Shares trade at $0.25 or higher on the TSX Venture Exchange for a period of 20 consecutive days, the Company shall have the right to accelerate the expiry date of the Warrants to the date that is 30 days after the Company issues a news release announcing that it has elected to exercise the acceleration right.

The proceeds of the Offering are expected to be used to finance exploration activities at the Company’s properties in Spain and for general corporate purposes.

The closing date of the Offering is expected to occur on or about June 15, 2020. All securities issued by Emerita will be subject to a hold period of four months and one day. Emerita has agreed to pay a finder’s fee of 8% of the gross proceeds, payable in cash, and finder’s warrants equal to 8% of the Units sold by qualified finders. Each finder’s unit shall be exercisable to acquire one common share of the Company at an exercise price of $0.10 per share, for a period of 24 months from the closing date of the Offering. Completion of the Offering is subject to customary closing conditions, including TSX Venture Exchange approval.

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:

Helia Bento
+1 416 566 8179 (Toronto)

Joaquin Merino
+34 (628) 1754 66 (Spain)

info@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 timing of the Offering, the Company’s ability to acquire the Aznalcollar and Paymogo project, the closing of the Offering, the use of proceeds from the Offering 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.

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 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.