{"success":true,"data":{"pressRelease":{"id":"116568","rtpr_id":"nNFCmv6d8","ticker":"EMO","exchange":"","all_tickers":["EMO"],"title":"Emerita Responds to Withhold Campaign and Urges Shareholders to Vote for All Six Director Nominees","author":"Newsfile Corp","published_at":"2026-08-12T11:30:12.008Z","article_body":"Board has undertaken significant governance and management renewal, commenced\ncivil proceedings relating to the Falcon Project, remains focused on advancing\nEmerita's Spanish assets and believes further Board disruption will only put\nprogress at risk.\n\nToronto, Ontario--(Newsfile Corp. - August 12, 2026) - Emerita Resources Corp.\n(TSXV: EMO) (OTCQX: EMOTF) (FSE: LLJA) (\"Emerita\" or the \"Company\") is aware\nof a public campaign initiated by PM Super Fund (the \"Activist\") encouraging\nshareholders to withhold votes from three of the Company's director nominees\n(David Patterson, Marilia Bento and Catherine Stretch, collectively, the\n\"Targeted Directors\") at Emerita's Annual General and Special Meeting of\nShareholders to be held on August 25, 2026.\n\nThe Board of Directors of Emerita (the \"Board\") thanks the many shareholders\nwho have already voted in support and recommends that all remaining\nshareholders vote FOR all six of the Company's director nominees: Agne\nAhlenius, Joseph Belan, Marilia Bento, David Patterson, Catherine Stretch and\nJoaquin Merino by 10:00 a.m. Toronto time on Friday, August 21, 2026.\n\nThe Board believes the withhold campaign is unnecessary and risks creating\nsignificant disruption at an important time when the Company should be focused\non continuing to develop its business and appropriately pursuing litigation in\nregards to the Falcon project. Emerita has made a comprehensive and well\ninformed claim as a result of a thorough process undertaken by the Special\nCommittee with the benefit of advice from independent specialized securities\nand litigation counsel, whereas the Activist seeks to pursue overly broad and\nuncertain litigation outcomes while seeking significant expense reimbursement\nfrom the Company, the amount of which has not been disclosed to the Company.\nShareholders should consider the Company's current recovery position and\ncurrent actions, not past concerns that have already been appropriately\naddressed by the renewed Board. Further, the Board believes removing support\nfrom the Targeted Directors at this stage would create additional uncertainty\nfor the Company particularly given that shareholders have not even been\npresented with an alternative slate for election at the August 25 meeting.\nThis would simply leave the Company with an inadequately small board of\ndirectors with several vacancies at a time when there is significant board\nwork to be done, without giving shareholders the opportunity to properly\nconsider and elect suitable replacements.\n\nEmerita Has Acted on Shareholder Concerns\nThe Board recognizes that shareholders have raised questions regarding past\ngovernance matters and the Falcon Project. Those concerns have been taken\nseriously and acted on. Over the past several months, Emerita has moved from\nreview to action. The Company has renewed its Board and management,\nstrengthened independent oversight and commenced legal proceedings intended to\nprotect the interests of Emerita and all shareholders, consistent with the\nstated expectations of the Activist.\n\nAmong other actions:\n* Three of Emerita's six director nominees have joined the Board since April\n2026;\n* Five of the six director nominees are independent;\n* Emerita has appointed a new Chief Financial Officer and a new Corporate\nSecretary;\n* The Company terminated its remaining independent contractor arrangements\nwith former directors and officers;\n* An independent Special Committee undertook a review of matters relating to\nthe Falcon Project with the assistance of independent legal and financial\nadvisers; and\n* Following the recommendation of the Special Committee, the Board unanimously\nauthorized Emerita to commence civil proceedings relating to the Falcon\nProject, which the Company did promptly.\nThe Board believes these are substantive changes reflecting both\naccountability and renewal while preserving the continuity required to oversee\nthe Company's Spanish operations, legal matters and next stage of development.\nIt is not time to distract the Board and management from pursuing these\nactions.\n\nThe Falcon Claim is Being Pursued for the Benefit of All Shareholders\nShareholders raised concerns regarding the Falcon Project and the Board took\nthose concerns seriously. Emerita has commenced a civil action against certain\nformer directors and officers, Lithium Ionic Corp. and other parties relating\nto the Falcon Project. The decision to commence the civil action followed an\nindependent review by the Special Committee, with the benefit of independent\nlegal and financial advisors, and was unanimously authorized by the Board. The\nrelevant issue now is ensuring that the Company pursues the action responsibly\nand in the interests of all shareholders.\n\nThe Board believes the appropriate forum to determine the claims, defences and\nremedies relating to the Falcon Project is the legal process, not a proxy or\nwithhold campaign that can only end in disruption and will inevitably result\nin Emerita incurring additional costs and being exposed to unnecessary\ndistraction that will dissuade new investment and interest at a pivotal moment\nin the Company's development, which time and financial resources would be\nbetter served to be invested in the advancement of its Iberian Belt West\nproject.\n\nThe Board also believes decisions concerning the conduct of Company litigation\nmust continue to be made in the interests of Emerita and all shareholders,\nwith the benefit of independent legal advice and appropriate Board oversight,\nnot by representatives handpicked by the Activist without customary Board and\nshareholder vetting.\n\nThe Board remains responsible for overseeing the litigation in the interests\nof Emerita and all shareholders, with the benefit of independent legal advice.\nThe Company does not believe litigation decisions should be transferred to any\nindividual shareholder.\n\nThe Current Board Combines Renewal With Continuity\nThe Company's six-person slate was deliberately constructed to provide both\nnew perspectives and continuity. Three nominees joined the Board in 2026,\nwhile continuing directors provide important knowledge of Emerita's assets,\nhistory, governance matters and ongoing legal and regulatory proceedings.\n\nCollectively, the nominees bring experience in mining operations and mineral\nexploration; Spanish operations and regulatory matters; corporate finance and\ncapital markets; restructuring and strategic transactions; audit and\ngovernance oversight; and public-company leadership. The Board believes that\ncombination is particularly important now, as the Company manages ongoing\nlegal and regulatory matters while continuing to advance its Spanish assets.\n\nThe Withhold Campaign Does Not Even Give Shareholders an Alternative Slate to\nElect\nThe withhold campaign asks shareholders to remove support from three\ndirectors, but does not give shareholders an opportunity to vote on proposed\nreplacements. Shareholders should carefully consider whether creating\nvacancies and additional Board uncertainty is preferable to continuing with a\nslate that already reflects substantial renewal and is delivering\naccountability for the Falcon Project.\n\nEmerita has engaged, and is currently engaging, with the Activist, and its\nGovernance and Nominating Committee has sought to assess the Activist's\nprivately proposed candidates in the same manner as other prospective\ndirectors, with regard to the skills, experience, independence and attributes\nrequired by the Company at this stage of its development.\n\nThe Board previously interviewed a candidate that was proposed by the\nActivist, and considered their background and qualifications. Following that\nprocess, the Board concluded that the candidate proposed did not bring the\ncombination of skills and experience that the Board was then seeking for an\nadditional director position. The Board did, however, consider that aspects of\ntheir background could potentially be relevant to a senior finance role,\nincluding a possible Chief Financial Officer position. That offer was\nrejected. In addition, the Board was disappointed that, following confidential\ndiscussions with such candidate, information from those discussions was\nsubsequently shared with certain other shareholders. The Company believes\nconfidentiality is important to a proper director and executive recruitment\nprocess.\n\nThe Board is currently engaged with the Activist and is seeking to meet with\nanother proposed director or observer so that it could assess their\nqualifications, experience, independence and potential fit in the same manner\nit considers other prospective directors.\n\nThe Board believes shareholders should consider the distinction between\nproposing names and completing an appropriate governance and diligence process\nbefore asking that those individuals be appointed to the Board.\n\nWithhold Campaign Targets Directors Who Commenced Falcon Project Action\nShareholders should also consider why the directors who brought about the\naccountability and legal action demanded and a recently appointed director are\nbeing targeted.\n\nCatherine Stretch provides continuity at a time when the Company is managing\nsignificant legal, governance and capital-markets matters while advancing its\ncore operations in Spain. She has served on the Special Committee and has been\ndirectly involved in the independent review process that preceded the\nCompany's decision to commence the Falcon civil action.\n\nMs. Stretch is a member of the senior executive team of one of the largest\ncopper-gold projects currently under development in Canada, and she has recent\nhands on experience advancing a project through the stages of development and\nhas been fundamentally involved in securing a US$1.2 billion debt financing\nmandate, the majority of which is sourced from European financial institutions\nand export credit agencies. Her relationships could be extremely beneficial to\nadvancing Emerita to the next step as the Company develops its Iberian Belt\nWest project.\n\nMarilia Bento has played a central role in the independent governance response\nto the historical matters now being raised by the Activist. As Chair of the\nSpecial Committee, she oversaw the independent review undertaken with external\nlegal and financial advisers and the process that culminated in the\nrecommendation that Emerita commence the Falcon civil action.\n\nThe Board believes that retaining Ms. Stretch and Ms. Bento's knowledge of the\nindependent review and litigation process, alongside newly appointed\ndirectors, is a more balanced approach than removing that institutional\nknowledge while the litigation is underway. Furthermore, Ms. Stretch and Ms.\nBento both have deep knowledge of the overall Company operations having taken\non certain management responsibilities during the recent time of upheaval, and\nthey have established relationships with, and understand the value of, the\nSpanish employees, communities and officials who are the Company's key\nstakeholders in moving the Iberian Belt West project forward.\n\nDavid Patterson joined the Board in April 2026 as part of Emerita's governance\nrenewal. He was not a member of the Board during much of the historical period\nnow being criticized. The Board believes shareholders should therefore\ncarefully consider the basis for withholding support from a recently appointed\ndirector, who represents the very renewal the activist says it wants.\n\nMr. Patterson's historical involvement with Emerita is already a matter of\npublic record. The disclosure in the circular is accurate and complies with\napplicable disclosure standards. Mr. Patterson is proud of his track record\nand decided to join the Board to help the Company that he co-founded during a\nparticularly challenging time, and he has been an active participant in the\nCompany's renewal.\n\nEmerita's Annual General and Special Meeting of Shareholders to be held on\nAugust 25, 2026 was called in compliance with applicable corporate and\nsecurities laws. The Company has advance notice by-laws and the Activist, as\nwell as any other Emerita shareholder, has had ample opportunity to propose\none or more candidates.\n\nEmerita's Statement of Claim is comprehensive and well informed\nEmertia's Statement of Claim is framed to seek full value for the wrongful\ndiversion of the Falcon Project to Lithium Ionic. Lithium Ionic is a Canadian\ncompany listed on the TSXV. It wholly owns and controls its Brazilian\nsubsidiary MGLIT Empreendimentos Ltda. that holds the Falcon Project. Lithium\nIonic is subject to the jurisdiction of the Ontario court, which is the\njurisdiction in which Emerita has brought its claim. There is presently no\nneed for Emerita to commence additional proceedings in Brazil. The Bandeira\nProject, which incorporates the Falcon Project, is not yet a producing mine\nand requires significant additional capital investment to reach production.\nThe asset is not going anywhere. Should there be any developments that put\nEmerita's recovery at risk, it will take appropriate action.\n\nThe Activist's criticisms of the Emerita Statement of Claim are completely\nbaseless. Emerita's legal claims are grounded in established legal principles\nand provide a clear and realistic road to recovery. The Activist's reference\nto punitive damages, intentional torts and elevated costs are not serious and\nare a distraction from the core issue.\n\nEmerita will provide regular updates to shareholders as the litigation\nprogresses.\n\nThe Board Has Remained Open to Constructive Engagement\nThe Board has considered shareholder concerns seriously and remains willing to\nengage constructively with shareholders regarding governance and oversight.\nThe Board does not believe, however, that constructive engagement requires\naccepting governance changes that it considers unnecessary or inconsistent\nwith the interests of all shareholders.\n\nThe Board has engaged with the Activist and remains open to constructive\ndialogue with a view to achieving a mutually satisfactory resolution.\n\nYour Vote is Important No Matter How Many Shares You Own\nShareholders should assess the Board on the actions it has taken and the\ngovernance structure now before them. The Board believes the next priority\nshould be disciplined execution, continued independent oversight and\nadvancement of the Company's assets, rather than additional governance\ndisruption.\n\nShareholders do not need to choose between accountability and continuity. They\ncan support the governance changes and legal action already underway while\nsupporting the directors responsible for carrying that work forward. The Board\nbelieves that is the more responsible path for Emerita at this stage.\n\nThe Company encourages every eligible shareholder to exercise their voting\nrights.\nEmerita filed its management information circular and related meeting\nmaterials on SEDAR+ and made them available through the Company's website\nbefore the legal mailing date. Shareholders who hold their shares through a\nbroker, bank or other intermediary should follow the instructions provided by\nthat intermediary. Any non-registered shareholder who has not received a\nvoting instruction form or control number should contact their broker or\nintermediary promptly. Registered shareholders should follow the instructions\non their form of proxy.\n\nShareholders who have already voted and wish to change their voting\ninstructions should promptly contact the broker, bank, intermediary or voting\nservice through which they submitted their instructions, or contact the\nCompany for assistance in determining the appropriate process.\n\nShareholders are encouraged to vote promptly and well in advance of the proxy\ndeadline of 10:00 a.m. Toronto time on Friday, August 21, 2026. The Annual\nGeneral and Special Meeting will be held in person on August 25, 2026 at 10:00\na.m. Toronto time at the offices of Dentons Canada LLP, 77 King Street West,\nSuite 400, Toronto, Ontario.\n\nShareholders who require assistance may contact:\nIan Fodie, Chief Financial Officer\n+1 647 910-2500\nifodie@emeritaresources.com\n\nMeeting materials and voting information are available at:\nwww.emeritaresources.com/investors/annual-general-meeting\n\nAbout Emerita Resources Corp.\nEmerita is a natural resource company engaged in the acquisition, exploration\nand development of mineral properties in Europe, with a primary focus on\nexploring in Spain. The Company's corporate office and technical team are\nbased in Sevilla, Spain, with an administrative office in Toronto, Canada.\n\nFor further information, contact:\nIan Fodie, Chief Financial Officer ifodie@emeritaresources.com +1 647\n910-2500 \n(Toronto) www.emeritaresources.com\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/309299","article_body_html":"","raw_payload":{"data":{"id":"nNFCmv6d8","title":"Emerita Responds to Withhold Campaign and Urges Shareholders to Vote for All Six Director Nominees","author":"Newsfile Corp","ticker":"EMO","created":"2026-08-12T11:30:12.008Z","tickers":["EMO"],"exchange":"","article_body":"Board has undertaken significant governance and management renewal, commenced\ncivil proceedings relating to the Falcon Project, remains focused on advancing\nEmerita's Spanish assets and believes further Board disruption will only put\nprogress at risk.\n\nToronto, Ontario--(Newsfile Corp. - August 12, 2026) - Emerita Resources Corp.\n(TSXV: EMO) (OTCQX: EMOTF) (FSE: LLJA) (\"Emerita\" or the \"Company\") is aware\nof a public campaign initiated by PM Super Fund (the \"Activist\") encouraging\nshareholders to withhold votes from three of the Company's director nominees\n(David Patterson, Marilia Bento and Catherine Stretch, collectively, the\n\"Targeted Directors\") at Emerita's Annual General and Special Meeting of\nShareholders to be held on August 25, 2026.\n\nThe Board of Directors of Emerita (the \"Board\") thanks the many shareholders\nwho have already voted in support and recommends that all remaining\nshareholders vote FOR all six of the Company's director nominees: Agne\nAhlenius, Joseph Belan, Marilia Bento, David Patterson, Catherine Stretch and\nJoaquin Merino by 10:00 a.m. Toronto time on Friday, August 21, 2026.\n\nThe Board believes the withhold campaign is unnecessary and risks creating\nsignificant disruption at an important time when the Company should be focused\non continuing to develop its business and appropriately pursuing litigation in\nregards to the Falcon project. Emerita has made a comprehensive and well\ninformed claim as a result of a thorough process undertaken by the Special\nCommittee with the benefit of advice from independent specialized securities\nand litigation counsel, whereas the Activist seeks to pursue overly broad and\nuncertain litigation outcomes while seeking significant expense reimbursement\nfrom the Company, the amount of which has not been disclosed to the Company.\nShareholders should consider the Company's current recovery position and\ncurrent actions, not past concerns that have already been appropriately\naddressed by the renewed Board. Further, the Board believes removing support\nfrom the Targeted Directors at this stage would create additional uncertainty\nfor the Company particularly given that shareholders have not even been\npresented with an alternative slate for election at the August 25 meeting.\nThis would simply leave the Company with an inadequately small board of\ndirectors with several vacancies at a time when there is significant board\nwork to be done, without giving shareholders the opportunity to properly\nconsider and elect suitable replacements.\n\nEmerita Has Acted on Shareholder Concerns\nThe Board recognizes that shareholders have raised questions regarding past\ngovernance matters and the Falcon Project. Those concerns have been taken\nseriously and acted on. Over the past several months, Emerita has moved from\nreview to action. The Company has renewed its Board and management,\nstrengthened independent oversight and commenced legal proceedings intended to\nprotect the interests of Emerita and all shareholders, consistent with the\nstated expectations of the Activist.\n\nAmong other actions:\n* Three of Emerita's six director nominees have joined the Board since April\n2026;\n* Five of the six director nominees are independent;\n* Emerita has appointed a new Chief Financial Officer and a new Corporate\nSecretary;\n* The Company terminated its remaining independent contractor arrangements\nwith former directors and officers;\n* An independent Special Committee undertook a review of matters relating to\nthe Falcon Project with the assistance of independent legal and financial\nadvisers; and\n* Following the recommendation of the Special Committee, the Board unanimously\nauthorized Emerita to commence civil proceedings relating to the Falcon\nProject, which the Company did promptly.\nThe Board believes these are substantive changes reflecting both\naccountability and renewal while preserving the continuity required to oversee\nthe Company's Spanish operations, legal matters and next stage of development.\nIt is not time to distract the Board and management from pursuing these\nactions.\n\nThe Falcon Claim is Being Pursued for the Benefit of All Shareholders\nShareholders raised concerns regarding the Falcon Project and the Board took\nthose concerns seriously. Emerita has commenced a civil action against certain\nformer directors and officers, Lithium Ionic Corp. and other parties relating\nto the Falcon Project. The decision to commence the civil action followed an\nindependent review by the Special Committee, with the benefit of independent\nlegal and financial advisors, and was unanimously authorized by the Board. The\nrelevant issue now is ensuring that the Company pursues the action responsibly\nand in the interests of all shareholders.\n\nThe Board believes the appropriate forum to determine the claims, defences and\nremedies relating to the Falcon Project is the legal process, not a proxy or\nwithhold campaign that can only end in disruption and will inevitably result\nin Emerita incurring additional costs and being exposed to unnecessary\ndistraction that will dissuade new investment and interest at a pivotal moment\nin the Company's development, which time and financial resources would be\nbetter served to be invested in the advancement of its Iberian Belt West\nproject.\n\nThe Board also believes decisions concerning the conduct of Company litigation\nmust continue to be made in the interests of Emerita and all shareholders,\nwith the benefit of independent legal advice and appropriate Board oversight,\nnot by representatives handpicked by the Activist without customary Board and\nshareholder vetting.\n\nThe Board remains responsible for overseeing the litigation in the interests\nof Emerita and all shareholders, with the benefit of independent legal advice.\nThe Company does not believe litigation decisions should be transferred to any\nindividual shareholder.\n\nThe Current Board Combines Renewal With Continuity\nThe Company's six-person slate was deliberately constructed to provide both\nnew perspectives and continuity. Three nominees joined the Board in 2026,\nwhile continuing directors provide important knowledge of Emerita's assets,\nhistory, governance matters and ongoing legal and regulatory proceedings.\n\nCollectively, the nominees bring experience in mining operations and mineral\nexploration; Spanish operations and regulatory matters; corporate finance and\ncapital markets; restructuring and strategic transactions; audit and\ngovernance oversight; and public-company leadership. The Board believes that\ncombination is particularly important now, as the Company manages ongoing\nlegal and regulatory matters while continuing to advance its Spanish assets.\n\nThe Withhold Campaign Does Not Even Give Shareholders an Alternative Slate to\nElect\nThe withhold campaign asks shareholders to remove support from three\ndirectors, but does not give shareholders an opportunity to vote on proposed\nreplacements. Shareholders should carefully consider whether creating\nvacancies and additional Board uncertainty is preferable to continuing with a\nslate that already reflects substantial renewal and is delivering\naccountability for the Falcon Project.\n\nEmerita has engaged, and is currently engaging, with the Activist, and its\nGovernance and Nominating Committee has sought to assess the Activist's\nprivately proposed candidates in the same manner as other prospective\ndirectors, with regard to the skills, experience, independence and attributes\nrequired by the Company at this stage of its development.\n\nThe Board previously interviewed a candidate that was proposed by the\nActivist, and considered their background and qualifications. Following that\nprocess, the Board concluded that the candidate proposed did not bring the\ncombination of skills and experience that the Board was then seeking for an\nadditional director position. The Board did, however, consider that aspects of\ntheir background could potentially be relevant to a senior finance role,\nincluding a possible Chief Financial Officer position. That offer was\nrejected. In addition, the Board was disappointed that, following confidential\ndiscussions with such candidate, information from those discussions was\nsubsequently shared with certain other shareholders. The Company believes\nconfidentiality is important to a proper director and executive recruitment\nprocess.\n\nThe Board is currently engaged with the Activist and is seeking to meet with\nanother proposed director or observer so that it could assess their\nqualifications, experience, independence and potential fit in the same manner\nit considers other prospective directors.\n\nThe Board believes shareholders should consider the distinction between\nproposing names and completing an appropriate governance and diligence process\nbefore asking that those individuals be appointed to the Board.\n\nWithhold Campaign Targets Directors Who Commenced Falcon Project Action\nShareholders should also consider why the directors who brought about the\naccountability and legal action demanded and a recently appointed director are\nbeing targeted.\n\nCatherine Stretch provides continuity at a time when the Company is managing\nsignificant legal, governance and capital-markets matters while advancing its\ncore operations in Spain. She has served on the Special Committee and has been\ndirectly involved in the independent review process that preceded the\nCompany's decision to commence the Falcon civil action.\n\nMs. Stretch is a member of the senior executive team of one of the largest\ncopper-gold projects currently under development in Canada, and she has recent\nhands on experience advancing a project through the stages of development and\nhas been fundamentally involved in securing a US$1.2 billion debt financing\nmandate, the majority of which is sourced from European financial institutions\nand export credit agencies. Her relationships could be extremely beneficial to\nadvancing Emerita to the next step as the Company develops its Iberian Belt\nWest project.\n\nMarilia Bento has played a central role in the independent governance response\nto the historical matters now being raised by the Activist. As Chair of the\nSpecial Committee, she oversaw the independent review undertaken with external\nlegal and financial advisers and the process that culminated in the\nrecommendation that Emerita commence the Falcon civil action.\n\nThe Board believes that retaining Ms. Stretch and Ms. Bento's knowledge of the\nindependent review and litigation process, alongside newly appointed\ndirectors, is a more balanced approach than removing that institutional\nknowledge while the litigation is underway. Furthermore, Ms. Stretch and Ms.\nBento both have deep knowledge of the overall Company operations having taken\non certain management responsibilities during the recent time of upheaval, and\nthey have established relationships with, and understand the value of, the\nSpanish employees, communities and officials who are the Company's key\nstakeholders in moving the Iberian Belt West project forward.\n\nDavid Patterson joined the Board in April 2026 as part of Emerita's governance\nrenewal. He was not a member of the Board during much of the historical period\nnow being criticized. The Board believes shareholders should therefore\ncarefully consider the basis for withholding support from a recently appointed\ndirector, who represents the very renewal the activist says it wants.\n\nMr. Patterson's historical involvement with Emerita is already a matter of\npublic record. The disclosure in the circular is accurate and complies with\napplicable disclosure standards. Mr. Patterson is proud of his track record\nand decided to join the Board to help the Company that he co-founded during a\nparticularly challenging time, and he has been an active participant in the\nCompany's renewal.\n\nEmerita's Annual General and Special Meeting of Shareholders to be held on\nAugust 25, 2026 was called in compliance with applicable corporate and\nsecurities laws. The Company has advance notice by-laws and the Activist, as\nwell as any other Emerita shareholder, has had ample opportunity to propose\none or more candidates.\n\nEmerita's Statement of Claim is comprehensive and well informed\nEmertia's Statement of Claim is framed to seek full value for the wrongful\ndiversion of the Falcon Project to Lithium Ionic. Lithium Ionic is a Canadian\ncompany listed on the TSXV. It wholly owns and controls its Brazilian\nsubsidiary MGLIT Empreendimentos Ltda. that holds the Falcon Project. Lithium\nIonic is subject to the jurisdiction of the Ontario court, which is the\njurisdiction in which Emerita has brought its claim. There is presently no\nneed for Emerita to commence additional proceedings in Brazil. The Bandeira\nProject, which incorporates the Falcon Project, is not yet a producing mine\nand requires significant additional capital investment to reach production.\nThe asset is not going anywhere. Should there be any developments that put\nEmerita's recovery at risk, it will take appropriate action.\n\nThe Activist's criticisms of the Emerita Statement of Claim are completely\nbaseless. Emerita's legal claims are grounded in established legal principles\nand provide a clear and realistic road to recovery. The Activist's reference\nto punitive damages, intentional torts and elevated costs are not serious and\nare a distraction from the core issue.\n\nEmerita will provide regular updates to shareholders as the litigation\nprogresses.\n\nThe Board Has Remained Open to Constructive Engagement\nThe Board has considered shareholder concerns seriously and remains willing to\nengage constructively with shareholders regarding governance and oversight.\nThe Board does not believe, however, that constructive engagement requires\naccepting governance changes that it considers unnecessary or inconsistent\nwith the interests of all shareholders.\n\nThe Board has engaged with the Activist and remains open to constructive\ndialogue with a view to achieving a mutually satisfactory resolution.\n\nYour Vote is Important No Matter How Many Shares You Own\nShareholders should assess the Board on the actions it has taken and the\ngovernance structure now before them. The Board believes the next priority\nshould be disciplined execution, continued independent oversight and\nadvancement of the Company's assets, rather than additional governance\ndisruption.\n\nShareholders do not need to choose between accountability and continuity. They\ncan support the governance changes and legal action already underway while\nsupporting the directors responsible for carrying that work forward. The Board\nbelieves that is the more responsible path for Emerita at this stage.\n\nThe Company encourages every eligible shareholder to exercise their voting\nrights.\nEmerita filed its management information circular and related meeting\nmaterials on SEDAR+ and made them available through the Company's website\nbefore the legal mailing date. Shareholders who hold their shares through a\nbroker, bank or other intermediary should follow the instructions provided by\nthat intermediary. Any non-registered shareholder who has not received a\nvoting instruction form or control number should contact their broker or\nintermediary promptly. Registered shareholders should follow the instructions\non their form of proxy.\n\nShareholders who have already voted and wish to change their voting\ninstructions should promptly contact the broker, bank, intermediary or voting\nservice through which they submitted their instructions, or contact the\nCompany for assistance in determining the appropriate process.\n\nShareholders are encouraged to vote promptly and well in advance of the proxy\ndeadline of 10:00 a.m. Toronto time on Friday, August 21, 2026. The Annual\nGeneral and Special Meeting will be held in person on August 25, 2026 at 10:00\na.m. Toronto time at the offices of Dentons Canada LLP, 77 King Street West,\nSuite 400, Toronto, Ontario.\n\nShareholders who require assistance may contact:\nIan Fodie, Chief Financial Officer\n+1 647 910-2500\nifodie@emeritaresources.com\n\nMeeting materials and voting information are available at:\nwww.emeritaresources.com/investors/annual-general-meeting\n\nAbout Emerita Resources Corp.\nEmerita is a natural resource company engaged in the acquisition, exploration\nand development of mineral properties in Europe, with a primary focus on\nexploring in Spain. The Company's corporate office and technical team are\nbased in Sevilla, Spain, with an administrative office in Toronto, Canada.\n\nFor further information, contact:\nIan Fodie, Chief Financial Officer ifodie@emeritaresources.com +1 647\n910-2500 \n(Toronto) www.emeritaresources.com\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/309299"},"type":"article","timestamp":"2026-08-12T11:30:12.070271236Z","server_sent_at_ms":1786534212070},"received_at":"2026-08-12T11:30:12.277Z","source_url":"https://www.newsfilecorp.com/release/309299"},"analysis":{"id":"105563","press_release_id":"116568","analysis_json":{"industry":{"label":"Metals & Mining","sector":"Materials"},"redFlags":["Activist shareholder PM Super Fund has initiated a withhold campaign against three director nominees","Civil proceedings commenced against former directors and Lithium Ionic Corp regarding the Falcon Project"],"eventType":"operations_update","narrative":"Emerita Resources is urging shareholders to vote for all six director nominees at the August 25 AGM to counter a withhold campaign initiated by PM Super Fund.\n\nThe Board highlighted governance renewal efforts, including the appointment of three new directors since April and a new CFO, alongside the unanimous authorization of civil proceedings against Lithium Ionic Corp regarding the Falcon Project.\n\nManagement argued that the activist campaign risks disrupting ongoing litigation and the development of Spanish assets, noting that no alternative slate has been presented to replace the targeted directors.","sentiment":"neutral","agentHooks":{"shouldPost":false,"suggestedAngle":"Board defends governance renewal and Falcon litigation amid activist pressure."},"keyFigures":{"customDimensions":{"agm_date":"August 25, 2026","proxy_deadline":"August 21, 2026","total_director_nominees":6,"independent_directors_count":5,"new_directors_since_april_2026":3}},"quotedText":"The Board believes the withhold campaign is unnecessary and risks creating significant disruption at an important time when the Company should be focused on continuing to develop its business and appropriately pursuing litigation in regards to the Falcon project.","namedEntities":{"people":[{"name":"David Patterson","role":"Director Nominee"},{"name":"Marilia Bento","role":"Director Nominee / Special Committee Chair"},{"name":"Catherine Stretch","role":"Director Nominee"},{"name":"Agne Ahlenius","role":"Director Nominee"},{"name":"Joseph Belan","role":"Director Nominee"},{"name":"Joaquin Merino","role":"Director Nominee"},{"name":"Ian Fodie","role":"Chief Financial Officer"}],"products":["Falcon Project","Bandeira Project","Iberian Belt West project"],"companies":[{"name":"PM Super Fund","relationship":"activist shareholder"},{"name":"Lithium Ionic Corp.","relationship":"litigation defendant"},{"name":"MGLIT Empreendimentos Ltda.","relationship":"subsidiary of Lithium Ionic"},{"name":"Dentons Canada LLP","relationship":"meeting venue"}],"dollarAmounts":[{"amount":"US$1.2 billion","context":"debt financing mandate secured by Catherine Stretch at prior role"}]},"materialImpact":{"score":3,"reasoning":"The company is facing an activist withhold campaign targeting three directors, which creates governance uncertainty. However, the release details significant renewal (new CFO, new directors) and confirms the commencement of civil proceedings against Lithium Ionic Corp regarding the Falcon Project, balancing the negative activism with proactive legal and governance steps."},"tickerRelevance":{"others":[],"primary":"EMO"},"globalImportance":15,"audienceRelevance":20,"eventTypeSecondary":["legal_litigation"],"importanceComponents":{"tickerTier":"micro-cap","eventGravity":"governance_dispute","sectorWeight":"materials"}},"event_type":"operations_update","event_type_secondary":["legal_litigation"],"sentiment":"neutral","material_impact_score":3,"narrative":"Emerita Resources is urging shareholders to vote for all six director nominees at the August 25 AGM to counter a withhold campaign initiated by PM Super Fund.\n\nThe Board highlighted governance renewal efforts, including the appointment of three new directors since April and a new CFO, alongside the unanimous authorization of civil proceedings against Lithium Ionic Corp regarding the Falcon Project.\n\nManagement argued that the activist campaign risks disrupting ongoing litigation and the development of Spanish assets, noting that no alternative slate has been presented to replace the targeted directors.","key_figures":{"customDimensions":{"agm_date":"August 25, 2026","proxy_deadline":"August 21, 2026","total_director_nominees":6,"independent_directors_count":5,"new_directors_since_april_2026":3}},"named_entities":{"people":[{"name":"David Patterson","role":"Director Nominee"},{"name":"Marilia Bento","role":"Director Nominee / Special Committee Chair"},{"name":"Catherine Stretch","role":"Director Nominee"},{"name":"Agne Ahlenius","role":"Director Nominee"},{"name":"Joseph Belan","role":"Director Nominee"},{"name":"Joaquin Merino","role":"Director Nominee"},{"name":"Ian Fodie","role":"Chief Financial Officer"}],"products":["Falcon Project","Bandeira Project","Iberian Belt West project"],"companies":[{"name":"PM Super Fund","relationship":"activist shareholder"},{"name":"Lithium Ionic Corp.","relationship":"litigation defendant"},{"name":"MGLIT Empreendimentos Ltda.","relationship":"subsidiary of Lithium Ionic"},{"name":"Dentons Canada LLP","relationship":"meeting venue"}],"dollarAmounts":[{"amount":"US$1.2 billion","context":"debt financing mandate secured by Catherine Stretch at prior role"}]},"model_name":"glm-4.7","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-08-12T13:21:56.914Z","global_importance":15,"audience_relevance":20,"importance_components":{"tickerTier":"micro-cap","eventGravity":"governance_dispute","sectorWeight":"materials"}},"durationMs":427630,"modelName":"glm-4.7"}}