Emerita Resources Corp. — Capital/Financing Update 2021

Jun 28, 2021

Form 51-102F3 Material Change Report

Item 1. Name and Address of Company

Emerita Resources Corp. (the “ Company ” or “ Emerita ”) 36 Lombard Street, Floor 4 Toronto, Ontario Canada M5C 2X3

Item 2. Date of Material Change

June 25, 2021

Item 3. News Release

Two news releases were disseminated through Globe Newswire on June 25, 2021.

Item 4. Summary of Material Change

The Company announced that it has entered into an agreement (as amended) with Clarus Securities Inc. and Research Capital Corporation as co-lead underwriters and joint bookrunners on behalf of a syndicate of underwriters (collectively, the “ Underwriters ”) to purchase, on a bought deal private placement basis, 14,546,000 units of the Company (the “ Units ”) at a price of $1.10 per Unit (the “ Offering Price ”), for aggregate gross proceeds of $16,000,600 (the “ Offering ”).

Item 5. Full Description of Material Change

The Company announced that it has entered into an agreement (as amended) with the Underwriters to purchase, on a bought deal private placement basis, 14,546,000 Units of the Company at the Offering Price, for aggregate gross proceeds of $16,000,600. The Company has also granted to the Underwriters an option to purchase an additional 3,636,500 Units at the Offering Price (the “ Option ”), exercisable by the Underwriters for a period of up to two days prior to closing of the Offering for additional gross proceeds of up to $4,000,150.

Each Unit will consist of one common share (a “ Common Share ”) and one-half Common Share purchase warrant (each full warrant, a “ Warrant ”). Each Warrant will entitle the holder thereof to purchase one Common Share of the Company (a “ Warrant Share ”) at a price of $1.50 for a period of 24 months following the closing of the Offering.

The Company plans to use the net proceeds of the Offering for working capital requirements and general corporate purposes.

In connection with the Offering, the Company will pay to the Underwriters a cash commission equal to 6.0% of the gross proceeds from the sale of the Units (including any proceeds in connection with the exercise of the Option). In addition, the Company shall issue to the Underwriters such number of compensation warrants (the “ Broker Warrants ”) as is equal to 6.0% of the number of Units sold pursuant to the Offering and to the Option, if exercised. Each

AC/559230.1

55487969.2

Broker Warrant shall be exercisable 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 Offering is scheduled to close on or about July 15, 2021, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals of the TSX Venture Exchange (“ TSXV ”).

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not Applicable.

Item 7. Omitted Information

Not Applicable.

Item 8. Executive Officer

David Gower, Chief Executive Officer Telephone: (416) 861-5902

Item 9. Date of Report

June 28, 2021

CAUTIONARY STATEMENT AND FORWARD-LOOKING DISCLAIMER

This Material Change Report 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 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.

AC/559230.1

55487969.2