The Concerned Shareholders of Emerita Resources have requisitioned a special meeting to remove Joseph Belan, Oscar Cabrera and Peter McRae and elect three nominees independent of management and of the defendants in the Falcon claim: Andrew Elinesky, Norman Findlay and Wayne Peters.

• In the Concerned Shareholders' opinion, the Board is not pursuing Emerita's claim to the Falcon Project with the urgency or structure it needs.
• More than three months after suing, Emerita has not moved its Falcon claim to the Commercial List, served MGLIT or sought any protection over the property.
• The claim is directed by the Executive Chairman, his subordinate the Chief Financial Officer and a director the Board appointed, not by an independent committee.
• Emerita's 29 October 2026 pre-feasibility study deserves an explanation.
• The TSX Venture Exchange and the Ontario Securities Commission have been put on notice that any shares issued before the meeting should not be voted at it.
• There is nothing for shareholders to do at this time.

Toronto, Ontario--(Newsfile Corp. - November 3, 2026) - PM Super Fund, PM1 Trust, The Zip Two Trust and Scott Blair (together, the "Concerned Shareholders"), who together own more than 5% of the outstanding common shares of Emerita Resources Corp. (TSXV: EMO) ("Emerita" or the "Company"), today announced that they have requisitioned a special meeting of Emerita's shareholders (the "Meeting") under section 105 of the Business Corporations Act (Ontario).

The requisition

The business set out in the requisition is:

1. The removal of each of Joseph Belan, Oscar Cabrera and Peter McRae (or any replacement thereof) as directors.
2. The election of three nominees, Andrew Elinesky, Norman Findlay and Wayne Peters, to fill any vacancies on the Board created by the removals or otherwise remaining unfilled at the Meeting.
3. The consideration of any other business that may properly come before the Meeting.

Joaquin Merino and Agne Ahlenius, who both received majority support at Emerita's annual meeting on 25 August 2026, would remain on the Board. Under the Business Corporations Act (Ontario), the Board must call the Meeting within 21 days of receiving the requisition. If it does not, the Concerned Shareholders may call the Meeting themselves.

Why the Concerned Shareholders have requisitioned the Meeting

In the Concerned Shareholders' opinion, the Board is not pursuing Emerita's claim to the Falcon Project with the urgency or structure it needs.

• What is at stake. The Falcon Project, seven mineral titles in Minas Gerais, Brazil that Emerita paid for, now sits inside Lithium Ionic Corp., primarily as its flagship Bandeira project. Lithium Ionic's own September 2025 feasibility study puts Bandeira's post-tax net present value at approximately C$2.0 billion, and on 9 October 2026 its Chief Executive said that at current spot prices the figure is closer to C$2.8 billion. The allegations in Emerita's claim have not been proven. If they are, the Falcon Project belongs beneficially to Emerita, and the Concerned Shareholders believe its recovery would be a transformative outcome for Emerita and its shareholders.

• Two kinds of Emerita shareholder. There is real overlap between the people who own Emerita and the people who own Lithium Ionic, which was founded by some of Emerita's own directors and officers. If the Falcon Project comes back to Emerita, it comes out of Lithium Ionic. For a holder of both, a modest cash settlement is not a poor outcome - it may well be the preferred one. For a holder of Emerita alone, it is the worst outcome available. In short, there are two kinds of Emerita shareholder: those who want the Falcon Project returned to Emerita, and those who do not. So when you hear that a settlement is in the interests of "shareholders", it is fair to ask which ones. And it matters who decides, because not every Emerita shareholder wants the same outcome. The Concerned Shareholders do not hold shares in Lithium Ionic, nor have they sold them short.

• A claim without urgency. Emerita issued its claim on 29 July 2026 on the court's ordinary civil list, not the Commercial List, where specialist judges actively manage complex business disputes on expedited timetables. More than three months on, as far as the court record shows, there is no defence from any defendant, no service on MGLIT, the Brazilian company that holds title to the Falcon properties, and no motion to protect anything, not even the founders' shares, the one thing the claim asks the Court to freeze. Emerita has published no update on the claim since promising, on 14 August, to provide regular updates.

• Lithium Ionic is moving ahead. Lithium Ionic's Chief Executive has said he expects Bandeira's permits by the end of 2026, and 60 to 65% of construction to be funded with debt. Lenders will want that debt secured against the very property Emerita claims, and Bandeira is already pledged as security for a royalty. In the Concerned Shareholders' view, Emerita's position is strongest now, before Bandeira is financed.

• A Board rebuilt without shareholders. At the annual meeting on 25 August, three of the six nominees, including the Chair, failed to win majority support. In the weeks that followed, the Board filled two of the vacated seats itself and appointed Mr. Belan Executive Chairman, despite PM Super Fund requesting three times in writing that shareholders fill those seats. And this is the crux. Marilia Bento and Catherine Stretch were still directors when their replacements were chosen, and Emerita's release credited them with ensuring that "new Directors and Management have been recruited". So shareholders declined to support them, and on the Company's own account they then helped pick their successors.

• No independent oversight. Emerita's counsel has advised that the team primarily responsible for overseeing the claim is Mr. Belan, the Executive Chairman of the Board (an executive position), Ian Fodie, the Company's Chief Financial Officer (an executive position), and Mr. McRae (an unelected director). It is not a committee of the Board, and Emerita has not announced a lead independent director. Whether Mr. Belan would be paid on a change of control has not been disclosed. In the Concerned Shareholders' view, placing an executive chairman above the Chief Executive, with no published division of responsibilities, weakens the office Mr. Merino holds.

Emerita's pre-feasibility study deserves an explanation

On 29 October 2026, Emerita released the pre-feasibility study (the "PFS") for its 100%-owned, royalty-free Iberian Belt West project ("IBW") in southwestern Spain. As Emerita reported, the PFS shows:

• an after-tax net present value of US$776 million at an 8% discount rate and an after-tax internal rate of return of 23.51%;
• a 21-year mine life, with after-tax payback 1.9 years after the start of production; and
• an after-tax net present value of US$1,019 million and IRR of 27.13% at September 2026 average spot metal prices, with the pyrite concentrate price unchanged.

The PFS was originally expected by June 2026. So far as the Concerned Shareholders are aware, Emerita has held no webinar, conference call or interview to explain the PFS since releasing it. Shareholders have been left to interpret a complex study on their own, and the NI 43-101 technical report is still not released.

Since the PFS was released, Emerita's share price has fallen from C$0.295, its close that day, to C$0.22 at the close on 2 November. Emerita will need capital to advance IBW. In the Concerned Shareholders' view, issuing shares at current prices, before Emerita has explained its own study to the market, would risk transferring value from existing shareholders to new ones. That is a further reason why no financing before the Meeting should be allowed to decide the vote.

Protecting the integrity of the vote

When the requisition was lodged, counsel for the Concerned Shareholders asked the Board to hold the status quo until shareholders have had an opportunity to vote at the Meeting: no share issue that shifts the vote, no new Chief Executive Officer, and no new or amended change of control or severance terms with any director or officer.

The margins at the annual meeting were small. The three directors who failed to win majority support fell short by between 15.9 million and 21.3 million votes. At recent prices, and at the discount the TSX Venture Exchange allows, a placement of under C$3 million could create about 16 million new votes, more than the narrowest of those margins. The Concerned Shareholders do not believe Emerita needs to issue new shares before the Meeting: about C$62 million of its Nebari loan facility remains undrawn, in tranches it may request, subject to their conditions.

The Concerned Shareholders have therefore written to the TSX Venture Exchange and the Ontario Securities Commission. No placement can close without the TSX Venture Exchange's acceptance, and the Concerned Shareholders have asked it to make any acceptance conditional on the new shares not being voted at the Meeting. They have told the Commission that if Emerita moves to issue voting shares before the Meeting without that condition, they will apply at once to the Capital Markets Tribunal to stop them being voted. Every share outstanding when the requisition was lodged should vote, whoever holds it. But the directors whose removal is proposed should not get to choose who votes on it.

The nominees

All three nominees are independent of Emerita's management and of the defendants in the Falcon litigation.

• Andrew Elinesky, 49, Canadian resident, brings over 25 years of executive and financial leadership experience within the mining industry with public companies in Canada, the United States and the United Kingdom. He currently serves as CEO of LaFleur Minerals Inc. focused on starting production at the Swanson Gold project in Val D'Or, Quebec. Previously, he served as President, CEO and a director of Sabre Gold Mines, leading its reorganization and eventual acquisition by Minera Alamos. He spent 11 years at McEwen Mining and its predecessor companies, where he rose to Vice-President, Argentina, responsible for the administrative and financial oversight of the San José mine, in which McEwen held a 49% interest, and for the exploration and development of McEwen's other Argentine assets, including the Los Azules copper project. From December 2015 to May 2019 he was McEwen's Senior Vice-President and Chief Financial Officer, managing more than $150 million of equity and debt financings and multiple acquisitions and integrations and operational development. He currently serves as a director and audit committee chair of Canadian Copper Inc. and has served as a director on multiple boards. He is a CPA (Ontario).

• Norman Findlay, 70, Canadian resident, brings more than 35 years as a securities and mining lawyer. He is a corporate director and previously a partner at Bennett Jones LLP (2012-2024) and Cassels Brock & Blackwell LLP (1996-2011), and at Fasken Campbell Godfrey before that - ranked for some two decades in Best Lawyers in Canada and the Canadian Legal Lexpert Directory for mining, M&A and securities law. He has acted for special committees through several hostile takeover bids and dissident proxy contests, and for the independent directors of Katanga Mining in their review of its historical accounting. He is a director of Gold Hart Copper Corp. and Dye & Durham, where he was appointed in January 2026 as a shareholder nominee and chairs the Strategic Committee and the Corporate Governance and Nominating Committee and a member of the Audit Committee. He is also a former director of various private and public companies including Cobre Mining Company Limited, Metallic Ventures Gold Inc. where he was Chairman of the Audit Committee and the Special Committee formed to pursue strategic alternatives and a member of the Compensation Committee and the Corporate Governance Nominating Committee. and Lakeside Steel Inc where he was non-executive Chairman and Chairman of the Audit Committee. Mr. Findlay holds a BA from the University of Toronto, an LLB from Osgoode Hall Law School and an MA in Economics from the University of Miami.

• Wayne Peters, 66, Australian resident, is an investor and business owner with extensive experience in business, valuation, capital allocation and corporate governance. After owning and operating retail and industrial businesses, he established Peters MacGregor Capital Management, an Australian-based global equity fund manager where he was Chief Investment Officer from 1999 to 2019. Under his leadership, its global equity fund was Australia's top-performing global equity fund over the 2008-2013 period. Mr. Peters has held several non-executive board positions at publicly listed companies. From 1999 to 2014, he served as a director of Michael Hill International Limited, listed on the Australian Stock Exchange (ASX) and New Zealand's Exchange (NZX), where he chaired the remuneration committee. He also served as a director of Freedom Group (Freedom Furniture) from 2000 until it was taken private in 2003. He was Chairman of Peters MacGregor Investments Limited, an ASX-listed investment fund, from 2004 to 2013. He holds an MBA from Bond University and has studied Company Valuation at Harvard University. He continues to manage his family office, Peters MacGregor Capital.

Messrs. Elinesky and Findlay have no agreement with Mr. Peters, PM Super Fund or PM1 Trust about how they will act or vote as directors. In the Concerned Shareholders' view, this is not just about skills and experience. It is about attitude: urgency, diligence and good governance need to sit at the heart of the Board's culture.

The Concerned Shareholders' objectives

In requisitioning the Meeting, the Concerned Shareholders' objective is a reconstituted Board that, subject to the directors' fiduciary duties, will advance:

• an independent committee, made up of directors independent of management and of the defendants, to oversee the Falcon claim;
• no settlement, release, discontinuance, sale or assignment of the Falcon claim, and no merger or other combination with Lithium Ionic, without the approval of the Ontario Superior Court of Justice or of Emerita's shareholders;
• prompt consideration of the protective measures available over the Falcon mineral rights in Ontario and in Brazil, and public disclosure of the conclusion reached;
• disclosure to shareholders of the terms of all executive, officer and director appointments, including any change of control and severance entitlements;
• regular public reporting to shareholders on the progress of the Falcon claim; and
• continuity in the management of the Company's Spanish operations.

Next steps

There is nothing for shareholders to do at this time. The Concerned Shareholders will be in contact with further details once a meeting date has been announced.

About the Concerned Shareholders

PM Super Fund is an Australia-based private superannuation fund, and PM1 Trust an Australia-based private trust, each focused on long-term ownership of businesses. Wayne Peters is the sole director of the trustee of each. The Zip Two Trust is an inter-vivos trust established for the main benefit of Edward Truant and his family; Edward Truant is its trustee. Scott Blair is a long-term investor. The Concerned Shareholders have engaged Goodmans LLP as special situations counsel and Advisense Partners as strategic advisor.

PM Super Fund's 14 October 2026 letter to shareholders:

https://cdn-ceo-ca.s3.amazonaws.com/1lcv1pt-PMSF_Operation_Transparency_Letter%2014.10.26.pdf

Important disclosures

Not a solicitation. This news release is issued by the Concerned Shareholders, who requisitioned the Meeting on 3 November 2026. Although the Concerned Shareholders have requisitioned the Meeting, no meeting has yet been called. This news release is not, and is not intended to be, a solicitation of proxies within the meaning of applicable securities and corporate laws, and the Concerned Shareholders are not seeking appointment as proxyholder or proxies, and will not accept, such appointment or proxies at this time. The Concerned Shareholders are also not asking shareholders, through this news release, to enter into any voting agreement or voting commitment. The Concerned Shareholders will comply with the requirements that apply to any solicitation they may undertake in the future.

Allegations not proven. The claims advanced in Emerita's Statement of Claim, and the allegations made in the enforcement proceeding commenced by the Ontario Securities Commission, are allegations only and have not been proven. Each individual and entity named as a defendant or respondent is entitled to the presumption of innocence and to defend the allegations against them on the merits. Lithium Ionic says it is the rightful owner of the Bandeira project.

No allegation against third parties. Apart from the defendants to Emerita's claim, nothing in this news release alleges wrongdoing by any person named or described in it.

Statements of opinion. Statements about the significance of events, the strength of Emerita's position over time, and the independence and suitability of directors are the opinions of the Concerned Shareholders, held in good faith.

Information from public sources. Information about Emerita, Lithium Ionic and the nominees comes from public filings, court records, news releases and other public sources and, for the nominees, from the nominees themselves. Although the Concerned Shareholders have no knowledge that would indicate that any statements contained herein taken from or based upon such documents or records or other public sources are untrue or incomplete, the Concerned Shareholders have not independently verified such information, do not make any representation or assurance as to the accuracy or completeness of the information, or the appropriateness of the information for any particular analytical purpose, and does not assume and expressly disclaims any responsibility or liability in relation to such information taken from or based upon such documents, records and other public sources, or for any failure by such persons to disclose publicly events or facts that may have occurred or that may affect the significance or accuracy of any such information, but which are unknown to the Concerned Shareholders.

Currency. "C$" means Canadian dollars. Figures reported in US dollars have been converted at the Bank of Canada rate for 23 October 2026 of US$1.00 = C$1.3993. The originals are: Bandeira's feasibility study value, US$1.45 billion; its Chief Executive's estimate, US$2 billion; and the Nebari facility, US$50 million, of which US$44 million is undrawn. Figures taken from the PFS are given in US dollars, as reported by Emerita on 29 October 2026, and have not been converted.

Forward-looking information. This news release contains forward-looking information, including statements about the calling, timing, conduct and outcome of the Meeting and the Board's response; proposed director changes, governance and litigation oversight measures and management continuity; the protection and potential recovery of the Falcon Project and the value and benefits of any recovery; Lithium Ionic's permitting, development and financing plans and timetable; the economics, development, permitting and financing of IBW as reported in the PFS; Emerita's financing alternatives, potential share issuances and their effect on voting; and the Concerned Shareholders' intentions regarding the requisition and court and regulatory proceedings. This information reflects the Concerned Shareholders' current views and information available to them. Material factors and assumptions include that the Meeting can proceed in accordance with applicable law; that the proposed director changes receive the requisite shareholder support and necessary court, regulatory or shareholder approvals can be obtained; that effective protective measures and remedies are available and enforceable in Ontario and Brazil; that conditions to further advances under Emerita's existing financing can be satisfied; and, for project value, permitting, development and financing expectations, that the underlying assumptions concerning commodity prices, exchange rates, development costs and schedules, permits and financing remain applicable. Any anticipated recovery and benefits depend on establishing Emerita's entitlement to the Falcon Project and obtaining enforceable relief. Actual results may differ materially because of risks and uncertainties, including decisions of the Board, other shareholders, courts and regulators; delays in or challenges to the Meeting and the outcome of the proposed resolutions; the timing, costs and outcome of the Falcon litigation and related proceedings; the unavailability or unenforceability of protective measures or remedies; the possibility that proposed governance and litigation measures will not be implemented; changes in commodity prices, exchange rates, project costs, permitting, development and financing plans; and the availability and terms of Emerita's financing and any share issuances and their effect on voting. Readers should not place undue reliance on this information. There is no assurance that the Meeting, proposed measures or other anticipated outcomes will occur, that the Falcon Project will be recovered or that any particular litigation, settlement or transaction outcome will be achieved. The proposed governance and litigation measures are objectives of the Concerned Shareholders, not binding commitments by the Concerned Shareholders or the nominees, who, if elected, will exercise independent judgment and owe fiduciary duties to Emerita. Quoted project values are not estimates of proceeds that Emerita or its shareholders would realize from any recovery, settlement or transaction. Unless otherwise indicated, forward-looking information is made as of the date of this news release; statements attributed to third parties speak as of the dates attributed to them. The Concerned Shareholders do not undertake any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

Not an offer or advice. This news release is not an offer to buy or sell securities or a solicitation of an offer to buy or sell any securities,, and is not investment, legal, financial or tax advice.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/322217