Emerita Resources Corp. — Proxy Solicitation & Information Statement 2023

May 3, 2023

EMERITA RESOURCES CORP. (the "Corporation")

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF THE CORPORATION TO BE HELD ON MAY 31, 2023

NOTICE IS HEREBY GIVEN THAT the annual and special meeting (the "Meeting") of the shareholders (the "Shareholders") of EMERITA RESOURCES CORP. (the "Corporation") will be held on May 31, 2023 at 10:00 a.m. (Toronto time) virtually via live audio webcast online at https://virtual meetings.tsxtrust.com/1514 – password (case sensitive): emerita2023 for the following purposes:

• $(A)$ to receive and consider the audited consolidated financial statements of the Corporation for the financial year ended September 30, 2022, together with the auditor's report thereon, and (ii) the unaudited condensed interim consolidated financial statements for the three months ended December 31, 2022;
• to elect the directors of the Corporation for the ensuing year; $(B)$
• $(C)$ to appoint McGovern Hurley LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix their remuneration:
• $(D)$ to consider and, if thought advisable, pass an ordinary resolution of Shareholders approving the Corporation's stock option plan for the ensuing year; and
• to transact such further or other business as may properly come before the Meeting and any $(E)$ adjournment(s) thereof.

The accompanying management information circular (the "Circular") provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice. Also accompanying this notice is a form of proxy. Any adjournment(s) or postponement(s) of the Meeting will be held at a time and place to be specified at the Meeting. Only Shareholders of record at the close of business on April 24. 2023 are entitled to receive notice of and vote at the Meeting and any adjournment(s) or postponement(s) thereof.

Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular. Non-registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as quests, but quests will not be able to vote at the Meeting.

A Shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including a non-registered Shareholder who wishes to appoint themselves to attend) must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust Company, after submitting their form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a user name to participate in the Meeting and only being able to attend as a guest.

Voting by Mail or Courier Before the Meeting: TSX Trust Company Attention: Proxy Department 301 - 100 Adelaide Street West, Toronto, ON M5H 4H1 Voting by Internet Before the Meeting. Enter the 12-digit control number printed on the form of proxy at http://www.voteproxyonline.com. A non-registered shareholder should follow the instructions included on the voting instruction form provided by his/her/its Intermediary (as defined in the Circular). A proxy will not be valid for the Meeting or any adjournment or postponement thereof unless it is completed and delivered to TSX Trust Company no later than 10:00 a.m. (Toronto time) on May 29, 2023 (or, if the Meeting is adjourned or postponed, 48 hours (Saturdays, Sundays and holidays excepted) prior to the time of holding the Meeting) in accordance with the delivery instructions above. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion, without notice.

DATED this 28^th day of April, 2023

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "David Gower"
CHIEF EXECUTIVE OFFICER

2023 MANAGEMENT INFORMATION CIRCULAR EMERITA RESOURCES CORP.

ABOUT THE SHAREHOLDER MEETING

April 28, 2023

THIS MANAGEMENT INFORMATION CIRCULAR ("CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF EMERITA RESOURCES CORP. (THE "CORPORATION") FOR USE AT AN ANNUAL AND SPECIAL MEETING (THE "MEETING") OF SHAREHOLDERS (THE "SHAREHOLDERS") OF THE CORPORATION TO BE HELD AT THE TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE ATTACHED NOTICE OF THE MEETING (THE "NOTICE"). ONLY SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON APRIL 24, 2023 (THE "RECORD DATE") ARE ENTITLED TO RECEIVE NOTICE OF AND VOTE AT THE MEETING AND ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF.

MEETING INFORMATION

The Meeting is being held in a virtual only format, which will be conducted via live audio webcast. to allow a broader base of Shareholders to participate regardless of their location. The Meeting will be held on Wednesday, May 31, 2023 at 10:00 a.m. (Toronto time) virtually via live audio webcast online at https://virtual-meetings.tsxtrust.com/1514. The password is "emerita2023". Registered Shareholders of the Corporation ("Registered Shareholders") and duly appointed proxyholders will be able to attend, participate and vote at the Meeting. Non-registered Shareholders ("Non-Registered Holders") who have not duly appointed themselves as proxyholders may attend the Meeting as guests. Guests will not be able to vote at the Meeting. Registered Shareholders and duly appointed proxyholders who participate at the Meeting online will be able to listen to the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out below under "Voting Information". Non-Registered Holders who have not duly appointed themselves as proxyholders may still attend the Meeting as quests. Guests will be able to listen to the Meeting but will not be able to vote at the Meeting. See "Voting Information - Voting at the Meeting" below. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by the Corporation's investor relations group by telephone, and by officers and directors of the Corporation (but not for additional compensation). The costs of solicitation will be borne by the Corporation. In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with brokerage houses and other intermediaries to forward solicitation materials to the beneficial owners of common shares of the Corporation (the "Common Shares") held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. Unless otherwise specified, information contained in this Circular is given as of April 28, 2023 and, unless otherwise specified, all amounts shown represent Canadian dollars.

APPOINTMENT, REVOCATION AND DEPOSIT OF PROXIES

The persons named in the enclosed instrument of proxy are officers and directors of the Corporation who have been selected by the directors of the Corporation and have indicated their willingness to represent as proxies the Shareholders who appoint them.

A SHAREHOLDER HAS THE RIGHT TO DESIGNATE OR APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER AND ON HIS OR HER BEHALF AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THE ENCLOSED INSTRUMENT OF PROXY.

Such right may be exercised by striking out the names of the persons designated in the instrument of proxy and by inserting in the blank space provided for that purpose the name of the desired person or company or by completing another proper instrument of proxy and, in either case,

depositing the completed and executed proxy with the registrar and transfer agent of the Corporation, TSX Trust Company at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, no later than 10:00 a.m. (Toronto time) on May 29, 2023 or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment(s) or postponement(s) thereof.

A Shareholder forwarding the enclosed form of proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the Shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The shares represented by the proxy submitted by a Shareholder will be voted in accordance with the directions, if any, given in the proxy.

A Shareholder who has given a proxy may revoke it at any time in so far as it has not been exercised. A proxy may be revoked, as to any matter on which a vote shall not already have been cast pursuant to the authority conferred by such proxy, by instrument in writing executed by the Shareholder or by his attorney authorized in writing or, if the Shareholder is a body corporate, by a duly authorized officer, attorney or representative thereof and deposited with the registrar and transfer agent of the Corporation, TSX Trust Company at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment(s) or postponement(s) thereof, at the registered office of the Corporation at any time prior to 5:00 p.m. (Toronto time) on the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof or with the Chairman of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) thereof, and upon any of such deposits the proxy is revoked. A proxy may also be revoked in any other manner permitted by law. The Corporation's registered office is located at 36 Lombard Street, Floor 4, Toronto, Ontario, M5C 2X3.

MANNER OF VOTING AND EXERCISE OF DISCRETION BY PROXIES

The persons named in the enclosed instrument of proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholders appointing them and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares shall be voted accordingly.

WHERE NO CHOICE IS SPECIFIED, THE PROXY WILL CONFER DISCRETIONARY AUTHORITY AND WILL BE VOTED FOR EACH OF THE MATTERS IDENTIFIED IN THE NOTICE AND DESCRIBED IN THIS CIRCULAR. THE ENCLOSED FORM OF PROXY ALSO CONFERS DISCRETIONARY AUTHORITY UPON THE PERSONS NAMED THEREIN TO VOTE WITH RESPECT TO ANY AMENDMENTS OR VARIATIONS TO THE MATTERS IDENTIFIED IN THE NOTICE OF MEETING AND WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING IN SUCH MANNER AS SUCH NOMINEE IN THEIR JUDGMENT MAY DETERMINE. AS OF THE DATE OF THIS CIRCULAR, MANAGEMENT OF THE CORPORATION KNOWS OF NO SUCH AMENDMENTS, VARIATIONS OR OTHER MATTERS TO COME BEFORE THE MEETING OTHER THAN THE MATTERS REFERRED TO IN THE NOTICE.

VOTING INFORMATION - VOTING AT THE MEETING

If you are a Registered Shareholder and unable to attend the Meeting, please exercise your right to vote by: (a) completing, dating, signing and returning the form of proxy in the enclosed proxy return envelope to TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4H1, (b) logging on to www.voteproxyonline.com and entering your control number, or (c) faxing the completed form of proxy to (416) 595-9593. A completed proxy must be received at TSX Trust Company no later than 10:00 a.m. (Toronto time) on May 29, 2023 or at least 48 hours (excluding Saturdays, Sundays and holidays) preceding any adiournment of the Meeting.

The Meeting will be hosted virtually via live audio webcast at:

https://virtual-meetings.tsxtrust.com/1514

Password: emerita2023

Registered Shareholders entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:

• $1.$ Type in https://virtual-meetings.tsxtrust.com/1386 on your browser at least 15 minutes before the Meeting starts.
• $\overline{2}$ . Click on "I have a control number".
• Enter your 12-digit control number (on your proxy form). 3.
• 1. Enter the password: emerita2023 (case sensitive).
• When the ballot is opened, click on the "Voting" icon. To vote, simply select your voting 5. direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received.

Beneficial Shareholders entitled to vote at the Meeting may vote at the Meeting virtually by following the steps listed below:

• 1. Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or VIF.
• $\overline{2}$ . Sign and send it to your intermediary, following the voting deadline and submission instructions on the VIF.
• 1. Obtain a control number by contacting TSX Trust Company by emailing tsxtrustproxyvoting@tmx.com the "Request for Control Number" form, which can be found in Schedule "C" hereto or at https://tsxtrust.com/resource/en/75.
• Type in https://virtual-meetings.tsxtrust.com/1386 on your browser at least 15 minutes 4. before the Meeting starts.
• Click on "I have a control number". 5.
• 1. Enter the control number provided by tsxtrustproxyvoting@tmx.com
• Enter the password: emerita2023 (case sensitive). 7.
• When the ballot is opened, click on the "Voting" icon. To vote, simply select your voting 8. direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received. If you are a Registered Shareholder and you want to appoint someone else (other than the Management nominees) to vote online at the Meeting, you must first submit your proxy indicating who you are appointing. You and your appointee must then register with TSX Trust in advance of the Meeting by emailing tsxtrustproxyvoting@tmx.com the "Request for Control Number" form, which can be found in Schedule "C" hereto or at https://tsxtrust.com/resource/en/75. If you are a non-registered Shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with TSX Trust in advance of the Meeting by emailing tsxtrustproxyvoting@tmx.com the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.

Guests can also listen to the Meeting by following the steps below:

• $1.$ Type in https://virtual-meetings.tsxtrust.com/1386 on your browser at least 15 minutes before the Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.
• 1. Click on "I am a Guest".
• If you have any questions or require further information with regard to voting your common shares, please contact TSX Trust Company toll-free in North America at 1-866-600-5869 or by email at tsxtis@tmx.com. If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences, if you wish to do so. It is your responsibility to ensure connectivity for the duration of the Meeting. You should not use Internet Explorer as a browser due to technical

incompatibilities and should allow ample time to check into the Meeting online and complete the related procedure.

ADVICE TO BENEFICIAL SHAREHOLDERS

Shareholders who do not hold their Common Shares in their own name ("Beneficial Shareholders") are advised that only shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares or duly appointed proxyholders can be recognized and permitted to vote at the Meeting. Most shareholders of the Corporation are "non-registered" shareholders because the Common Shares they own are not registered in their names but instead are registered in the name of a nominee, such as a brokerage firm through which they purchased the shares, a bank, trust company, trustee or administrator of self-administered RRSP's, RRIF's, RESP's and similar plans, or a clearing agency such as The Canadian Depository for Securities Limited (a "Nominee"). If you purchased your Common Shares through a broker, you are likely an unregistered holder. In accordance with securities regulatory policy, the Corporation has distributed copies of the Meeting materials, being the Notice, this Circular and the form of proxy, to all Nominees for distribution to Beneficial Shareholders.

NI 54-101 - requires Nominees to forward the Meeting materials to Beneficial Shareholders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the Beneficial Shareholder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order to ensure that your Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the form of proxy provided directly to registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder.

If you, as a Beneficial Shareholder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

In addition, Canadian securities legislation now permits the Corporation to forward Meeting materials directly to "non objecting beneficial owners". If the Corporation or its agent has sent these materials directly to you (instead of through a Nominee), your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominee holding such securities on your behalf. By choosing to send these materials to you directly, the Corporation (and not the Nominee holding such securities on your behalf) has assumed responsibility for: (i) delivering these materials to you; and (ii) executing your proper voting instructions.

All references to Shareholders in this Circular and the accompanying instrument of proxy and Notice are to Shareholders of record unless specifically stated otherwise.

APPROVAL OF MATTERS

Unless otherwise noted, approval of matters to be placed before the Meeting is by an "ordinary resolution", which is a resolution passed by a simple majority (50% plus 1) of the votes cast by Shareholders of the Corporation entitled to vote and present in person or represented by proxy at the Meeting.

INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Management is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer or any associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting other than the election of directors, appointment of auditors, or the re-approval of the Corporation's Stock Option Plan.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Corporation consists of an unlimited number of Common Shares. As of the Record Date, the Corporation has 207,320,968 Common Shares issued and outstanding. To the knowledge of the directors and officers of the Corporation, as at the Record Date, there are no shareholders who beneficially own, directly or indirectly, or exercise control or direction over, voting securities carrying more than 10% of the voting rights attached to the voting securities of the Corporation as of the date hereof.

BUSINESS OF THE MEETING

Other than in respect of the election of directors and re-approval of the Stock Option Plan and as otherwise disclosed herein, no informed person (as such term is defined under applicable securities laws) of the Corporation or Nominee (and each of their associates or affiliates) has had any direct or indirect material interest in any transaction involving the Corporation since October 1, 2021 or in any proposed transaction which has materially affected or would materially affect the Corporation or its subsidiaries.

Financial Statements

The (i) financial statements for the financial year ended September 30, 2022, together with the auditor's report thereon, and (ii) the unaudited condensed interim consolidated financial statements for the three months ended December 31, 2023, will be presented to Shareholders for review at the Meeting and were mailed to Shareholders with the Notice of Meeting and this Circular. No vote by the Shareholders is required with respect to this matter.

Appointment of Auditors

Unless authority to do so is withheld, the persons named in the accompanying proxy intend to vote for the appointment of McGovern Hurley LLP as auditors of the Corporation until the close of the next annual meeting of Shareholders and to authorize the directors to fix their remuneration. McGovern Hurley LLP have been the auditors of the Corporation since January 8, 2013.

The following table sets out the audit and audit-related fees billed by the Corporation's auditors for the years ended September 30, 2021 and 2022.

Service	2021	2022
Audit Fees	\$88,920	\$96,696
Audit-Related Fees	Nil	Nil
Tax Fees	\$6,800	\$7,350
Other Fees	\$1,428	Nil
Total:	\$97,148	\$104.046

For additional information about the Corporation's auditors and the Audit Committee (as defined below), please refer to the section "Audit Committee".

Stock Option Plan

The Corporation's stock option plan (the "Stock Option Plan") is designed to advance the interests of the Corporation by encouraging employees, officers and consultants to have equity participation in the Corporation through the acquisition of Common Shares. Accordingly, the Corporation has adopted the Stock Option Plan, which was re-approved by the shareholders of the Corporation at its last annual and special meeting of Shareholders held on July 21, 2022.

A copy of Stock Option Plan is attached at Schedule "A" hereto. The following is a summary of the terms of the proposed Stock Option Plan, which is qualified in its entirety by the provisions of the Stock Option Plan.

The Stock Option Plan is a "rolling" stock option plan under the policies of the TSX Venture Exchange as under the Stock Option Plan the Corporation is authorized to grant stock options of up to 10% of its issued and outstanding Common Shares at the time of the stock option grant, from time to time, with or without vesting provisions. As of the Record Date, there is an aggregate of 19,195,000 stock options outstanding under the Corporation's existing stock option plan, which represents approximately 9.26% of the total issued and outstanding Common Shares.

Directors, officers, employees and certain consultants are eligible to receive stock options under the Stock Option Plan. Upon the termination of an optionholder's engagement with the Corporation, the stock options held by such optionholder will be cancelled 90 days following such optionholder's termination from the Corporation. Stock options granted under the Stock Option Plan are not assignable.

The terms and conditions of each option granted under the Stock Option Plan will be determined by the Board upon the recommendation of the Compensation Committee (as defined below). Stock options will be priced in the context of the market and in compliance with applicable securities laws and TSX Venture Exchange guidelines. Vesting terms will be determined at the discretion of the Board on the recommendation of the Compensation Committee. The Board shall also determine the term of stock options granted under the Stock Option Plan, provided that no stock option shall be outstanding for a period greater than five years.

The Board believes that except for certain material changes to the Stock Option Plan it is important that the Board has the flexibility to make changes to the Stock Option Plan without shareholder approval, include appropriate adjustments to outstanding options in the event of certain corporate transactions, the addition of provisions requiring forfeiture of options in certain circumstances, specifying practices with respect to applicable tax withholdings and changes to enhance clarity or correct ambiguous provisions.

The Stock Option Plan does not provide for the transformation of stock options granted under the Stock Option Plan into stock appreciation right involving the issuance of securities from the treasury of the Corporation.

The Corporation will not provide financial assistance to any optionholder to facilitate the exercise of options under the Stock Option Plan.

The Corporation is required to obtain the approval of its Shareholders of any stock option plan that is a "rolling" plan yearly at the Corporation's annual meeting of Shareholders. Accordingly, at the Meeting, Shareholders will be asked to approve the following ordinary resolution approving the Stock Option Plan:

"BE IT RESOLVED THAT:

• 1. the Stock Option Plan of Emerita Resources Corp. (the "Corporation"), as described in the management information circular of the Corporation dated April 28, 2023, is hereby approved; and
• 1. any director or officer of the Corporation is hereby authorized to execute (whether under the corporate seal of the Corporation or otherwise) and deliver all such documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the true intent of these resolutions."

The Board recommends that the Shareholders vote in favour of the re-approval of the Corporation's Stock Option Plan. PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE RE-APPROVAL OF THE STOCK OPTION PLAN UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE COMMON SHARES ARE TO BE VOTED AGAINST SUCH ORDINARY RESOLUTION.

Election of Directors

The Board currently consists of six directors. The Corporation has nominated six persons (the "Nominees") for election as directors of the Corporation, who will hold office until the next annual meeting of the Corporation or until his or her successor is elected or appointed. At the Meeting, Shareholders will be asked to elect these Nominees as directors of the Corporation. The persons named in the enclosed form of proxy intend to vote for the election of the Nominees. Management does not contemplate that any of the Nominees will be unable to serve as a director.

As the Corporation has adopted a Majority Voting Policy, the process for voting for election of each director will be by individual voting and not by slate. The Shareholders can vote for or withhold from voting on the election of each director on an individual basis. See "About the Board" for more information on our Majority Voting Policy.

Director Profiles

Each of the six nominated directors is profiled below, including his or her background and experience, committee memberships, share ownership and other public company directorships. All of the director nominees were elected as directors by the Shareholders at the last annual meeting.

DAVID GOWER ONTARIO, CANADA

DIRECTOR SINCE JANUARY 8, 2013

Mr. Gower, the CEO of the Corporation, has over 25 years of experience in exploration with Falconbridge Limited (now Glencore) where he was a member of the senior operating team responsible for mining projects. Mr. Gower has led exploration teams responsible for brownfield discoveries at Raglan and Sudbury, Matagami, Falcondo (Dominican Republic), and greenfield discoveries at Araguaia in Brazil, Kabanga in Tanzania and significant increases in known resources at Kabanga in Tanzania and El Pilar in Mexico. He is presently the President of Brazil Potash Corp., which has discovered the largest and highest grade potash deposit found to date in Brazil. He has been a Director of Alamos Gold since 2009.

2,514,405 Common Shares Shareholdings:

Other Public Company Boards: Alamos Gold Inc.

Halcones Precious Metals Corp. Nobel Resources Corp. Lithium Ionic Corp.

Committee Memberships:

Audit Committee

MARILIA BENTO ONTARIO, CANADA DIRECTOR SINCE OCTOBER 31, 2012

Marilia Bento has over 20 years of experience in the financial industry and Canadian capital markets with diverse investment industry experience. Some of Ms. Bentos previous positions include Vice President of Corporate Development for Brazil Potash from 2013 to 2016 and Apogee Silver from 2010 to 2013. Ms. Bento was a senior partner and Head of Equity Capital Markets Canada at Macquarie Capital Markets Canada Ltd. (formerly Orion Securities Inc.) for over 14 years and was directly involved in the successful execution of over 1,000 financings representing over \$46 billion of Equity. Marilia was on the board of directors of Orion Securities Inc. and has been a board member of several junior mining companies.

999.000 Common Shares Shareholdings:

Other Public Company Boards: None

Committee Memberships: Audit Committee and Compensation Committee

JOAQUIN MERINO DIRECTOR SINCE JANUARY 8, 2013 SEVILLE, SPAIN

Mr. Merino, the President of the Corporation, is a professional geologist with 19 years of experience in the mining industry. He was previously Vice President, Exploration for Primero Mining Corp. and before that Vice President Exploration for Apogee Minerals Ltd. From 2003 to 2006, Mr. Merino was the exploration manager for Placer Dome at Porgera Mine and prior to that chief mine geologist at Hecla Mining's La Camorra mine. Mr. Merino has extensive international experience in South America, Europe and Asia-Pacific regions. Mr. Merino holds a Masters Degree in Sciences from Queens University (Ontario), and a Bachelors Degree in Geology from the University of Seville (Spain). Mr. Merino is a member of the Association of Professional Geoscientists of Ontario.

Shareholdings: 2,027,050 Common Shares

Other Public Company Boards: Western Metallica Resources Corp.

Committee Memberships: None

CATHERINE STRETCH DIRECTOR SINCE DECEMBER 9, 2013 ONTARIO, CANADA

Catherine Stretch is Vice President, Corporate Affairs at Troilus Gold Corp., a TSX listed advanced stage exploration and development company focused on the mineral expansion and potential mine re-start of the former gold and copper Troilus mine in Quebec. From 2015 to 2019, Catherine was Chief Commercial Officer of Aguia Resources Limited, an ASX and TSX Venture listed company developing phosphate and copper assets in Brazil. She has 20 years of experience in capital markets with a particular focus on the formation, development and operation of resource companies and was previously a partner and the Chief Operating Officer of a Canadian investment firm which had \$1 billion in assets under management. She is also currently a Director of CSE listed EarthRenew Inc. Ms. Stretch has a Bachelor of Arts In Economics and History from Western University and a Masters of Business Administration from the Schulich School of Business at York University.

LAWRENCE GUY ONTARIO, CANADA	DIRECTOR SINCE OCTOBER 25, 2018
Committee Memberships:	Audit Committee and Compensation Committee
Other Public Company Boards: EarthRenew Inc.
Shareholdings:	1,497,682 Common Shares

Larry Guy is a Managing Director with Next Edge Capital. Previously, Mr. Guy was a Vice President with Purpose Investments having joined the firm in its infancy and saw vast growth prior to his departure. Prior to Purpose, Mr. Guy was a Portfolio Manager with Aston Hill Financial Inc. Prior to Aston Hill Larry Guy was Chief Financial Officer and Director of Navina Asset Management Inc., a company he co-founded that was subsequently acquired by Aston Hill Financial Inc. Mr. Guy holds a BA (Economics) degree from the University of Western Ontario and is a Chartered Financial Analyst.

Shareholdings:	2,823,838
Other Public Company Boards: Crossover Acquisitions Inc.	Halcones Precious Metals Corp. Nobel Resources Corp. Lithium Ionic Corp.
Committee Memberships:	Audit Committee

DIRECTOR SINCE MAY 7, 2021 MICHAEL JONES SURREY, UNITED KINGDOM

Mr. Jones has over 25 years' experience in the mining and metals industries. He has a technical background and worked internationally as a geologist before moving into financial services where he has spent more than 20 years. During this period he has worked on a broad variety of mining projects and companies, completing due diligence and structuring financing facilities across a range of projects, commodities and jurisdictions. Michael is currently a Director with Taurus Funds Management, and before this was the head of the resource finance team for Investec Bank in London. He has also worked for UniCredit Bank and Societe Generale in their mine finance teams. Michael holds a BSc (Hons) in Applied Geology from the University of Leicester and an MBA in Mineral Resources Management from the University of Dundee.

Shareholdings: Nil

Other Public Company Boards: None

Committee Memberships: None

Other Information about the Director Nominees

No proposed director of the Corporation (a) is, or within ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subiect to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) no proposed director of the Corporation (i) is, or within ten years prior to the date hereof has been, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within ten vears prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; and (c) no proposed director has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

CORPORATE GOVERNANCE

The Corporation and the Board recognize the importance of corporate governance in effectively managing the Corporation, protecting employees and shareholders, and enhancing shareholder value.

The Board fulfills its mandate directly at regularly scheduled meetings or as reguired. The directors are kept informed regarding the Corporation's operations at regular meetings and through reports and discussions with management on matters within their particular areas of expertise. Frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Corporation's affairs and in light of opportunities or risks that the Corporation faces.

The Corporation believes that its corporate governance practices are in compliance with applicable Canadian requirements for TSX Venture Exchange listed issuers. The Corporation is committed to monitoring governance developments to ensure its practices remain current and appropriate.

Ethical Business Conduct

The Board is apprised of the activities of the Corporation and ensures that it conducts such activities in an ethical manner. The Board has adopted a written code of business conduct and ethics pursuant to which the Corporation promotes an overall culture of ethical business conduct by requiring compliance with applicable laws, rules and regulations; providing guidance to consultants, officers and directors to help them recognize and deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awareness of disciplinary actions

for violations of ethical business conduct. In particular, the Board ensure that directors exercise independent judgement in considering transactions and certain activities of the Corporation by holding in camera sessions of independent directors, when applicable, and by having each director declare his or her interest in a particular transaction and abstaining from voting on such matters, where applicable.

ABOUT THE BOARD

Independence of the Board

The Board is currently comprised of six members; their independence is as follows:

Director	Independent	Not	Reason for Non-Independence
		Independent
David Gower			CEO and Director of the Corporation
Marilia Bento
Joaquin Merino			President and Director of the Corporation
Catherine Stretch
Lawrence Guy			Executive Chairman of the Corporation
Michael Jones

To facilitate the functioning of the Board independently of management, the following structures and processes are in place:

• under the by-laws of the Corporation, any two directors may call a meeting of the Board; and
• the Board practice is to hold in-camera meetings with the independent directors at the end $\bullet$ of each Board or committee of the Board meeting to the extent required.

Nomination of Directors

The Board is solely responsible for identifying new candidates for nomination to the Board. The process by which candidates are identified is through recommendations presented to the Board, which establishes and discusses qualifications based on corporate law and regulatory requirements as well as education and experience related to the business of the Corporation.

Compensation

The Compensation Committee is responsible for recommending to the Board the compensation of the directors and senior officers of the Corporation. The process for determining executive compensation is relatively informal, in view of the size and stage of the Corporation and its operations. The Corporation does not maintain specific performance goals or use benchmarks in determining the compensation of executive officers. Upon the recommendation of the Compensation Committee, the Board of Directors may at its discretion award either a cash bonus or stock options for high achievement or for accomplishments that the Board of Directors deem as worthy of recognition.

The Compensation Committee considers and discusses proposals received from its members and the Chief Executive Officer of the Corporation regarding the compensation of management and the directors. Please refer to the section "Compensation Committee".

Board Assessments

The Board and its individual directors are assessed on an informal basis continually as to their effectiveness and contribution. The Chairman of the Board encourages discussion amongst the Board as to evaluation of the effectiveness of the Board as a whole and of each individual director. All directors are free to make suggestions for improvement of the practice of the Board at any time and are encouraged to do so.

Majority Voting Policy

The Corporation has adopted a Majority Voting Policy to provide a meaningful way for the Corporation's shareholders to hold individual directors accountable and to require the Corporation to closely examine directors that do not have the support of a majority of Shareholders. The policy provides that forms of proxy for the election of directors will permit a Shareholder to vote in favour of, or to withhold from voting, separately for each director nominee and that where a director nominee has more votes withheld than are voted in favour of him or her, the nominee will be considered not to have received the support of the Shareholders, even though duly elected as a matter of corporate law. Pursuant to the policy, such a nominee will forthwith submit his or her resignation to the Board, such resignation to be effective on acceptance by the Board. The Board will then establish an advisory committee (the "Committee") to which it shall refer the resignation for consideration. In such circumstances, the Committee will make a recommendation to the Board as to the director's suitability to continue to serve as a director after reviewing, among other things. the results of the voting for the nominee and the Board will consider such recommendation. This policy does not apply where an election involves a proxy battle (i.e., where proxy material is circulated in support of one or more nominees who are not part of the director nominees supported by the Board).

Orientation and Continuing Education

The Board will be responsible for ensuring that new directors are provided with an orientation and education program, which will include written information about the duties and obligations of directors, the business and operations of the Corporation, documents from recent Board meetings, and opportunities for meetings and discussion with senior management and other directors. Directors are expected to attend all meetings of the Board and are also expected to prepare thoroughly in advance of each meeting in order to actively participate in the deliberations and decisions.

The Board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process. The Board notes that it has benefited from the experience and knowledge of individual members of the Board in respect of the evolving governance regime and principles. The Board ensures that all directors are apprised of changes in the Corporation's operations and business.

AUDIT COMMITTEE

The purposes of the Audit Committee are to assist the Board's oversight of: the integrity of the Corporation's financial statements; the Corporation's compliance with legal and regulatory requirements; the qualifications and independence of the Corporation's independent auditors; and the performance of the independent auditors and the Corporation's internal audit function. Please see Schedule "B" for the Audit Committee Charter.

The Corporation's audit committee (the "Audit Committee") is currently comprised of three directors: Lawrence Guy (Chair), Catherine Stretch and Marilia Bento, Each of the members of the Audit Committee is considered financially literate. Mesdames Stretch and Bento are considered independent. Please refer to "Director Profiles", commencing on page 7, for the relevant education and experience of each of the members of the Audit Committee.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year has there been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on either (a) an exemption in section 2.4 of National Instrument 52-110 - Audit Committees of the Canadian Securities Administrators (the "Instrument"); or (b) an exemption from the Instrument, in whole or in part, granted under Part 8 (Exemptions) of the Instrument. As the Corporation is listed on the TSX Venture Exchange, it is relying on the exemption provided in section 6.1 of the Instrument in respect of part 3 (Composition of the Audit Committee) part 5 (Reporting Obligations) of the Instrument.

External Auditor

The Audit Committee pre-approves all non-audit services to be provided to the Corporation or its subsidiary entities by the issuer's external auditors.

Please see page 5 for the fees paid to external auditors in 2021 and 2022.

COMPENSATION COMMITTEE

The Corporation's compensation committee (the "Compensation Committee") is comprised of two directors: Catherine Stretch and Marilia Bento. Each of the members of the Compensation Committee is independent. The Compensation Committee is established by the Board to assist the Board in fulfilling its responsibilities relating to human resources and compensation issues.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Compensation of Directors

The Board, at the recommendation of the Compensation Committee, determines the compensation payable to the directors of the Corporation and reviews such compensation periodically throughout the year. For their role as directors of the Corporation, each director of the Corporation who is not a Named Executive Officer (as defined herein) may, from time to time, be awarded stock options under the provisions of the Stock Option Plan. There are no other arrangements under which the directors of the Corporation who are not Named Executive Officers were compensated by the Corporation or its subsidiaries during the most recently completed financial year end for their services in their capacity as directors of the Corporation.

Compensation of Named Executive Officers

For the financial year ended September 30, 2022, the objectives of the Corporation's compensation strategy was to ensure that compensation for its Named Executive Officers, as defined below ("NEOs") is sufficiently attractive to recruit, retain and motivate high performing individuals to assist Emerita in achieving its goals.

The process for determining executive compensation is relatively informal, in view of the size and stage of the Corporation and its operations. Executive officers are involved in the process and make recommendations to the Compensation Committee, which considers and recommends to the Board for approval the discretionary components (e.g. cash bonuses) of the annual compensation of senior management (other than the Chief Executive Officer). Except as otherwise described below, the Corporation does not maintain specific performance goals or use benchmarks in determining the compensation of executive officers. Upon the recommendation of the Compensation Committee, the Board may at its discretion award either a cash bonus or stock options for high achievement or for accomplishments that the Board deem as worthy of recognition.

Compensation for the NEOs is composed primarily of three components: base fees, performance bonuses and stock based compensation. In establishing the levels of base fees, performance bonuses and the award of stock options, the Compensation Committee takes into consideration a variety of factors, including the financial and operating performance of the Corporation, and each NEO's individual performance and contribution towards meeting corporate objectives, responsibilities and length of service.

Salary

Amounts paid to executive officers as base salary, including merit salary increases, are determined in accordance with an individual's performance and salaries in the marketplace for comparable positions. However, certain of the NEOs provide their services in similar capacities to other reporting issuers, in addition to Emerita. There is no mandatory framework that determines which of these factors may be more or less important and the emphasis placed on any of these factors may vary among the executive officers. The determination of base salaries relies principally on negotiations between the respective NEO and the Corporation and is therefore heavily discretionary.

Bonus

Emerita's cash bonus awards are designed to reward an executive for the direct contribution which he or she can make to the Corporation. NEOs are entitled to receive discretionary bonuses from time to time as determined or approved by the Board, upon the recommendation of the Compensation Committee, or the Chief Executive Officer, as applicable. The Corporation does not currently prescribe a set of formal objective measures to determine discretionary bonus entitlements. Rather the Corporation uses informal goals which may include an assessment of an individual's current and expected future performance, level of responsibilities and the importance of his/her position and contribution to the Corporation. Precise goals or milestones are not pre-set by the Board.

Indebtedness of Directors and Officers

Other than as disclosed below, as at the date of this Circular, and during the financial year ended September 30, 2022, no director or executive officer of the Corporation or Nominee (as defined herein) (and each of their associates and/or affiliates) was indebted, including under any securities purchase or other program, to (i) the Corporation or its subsidiaries, or (ii) any other entity which is, or was at any time during the financial year ended September 30, 2022 the subject of a quarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries. During the year ended the Corporation paid \$134,863.61 to Mr. Merino as an advance on his annual salary. As of the date hereof, Mr. Merino has repaid the advance in its entirety.

Directors' and Officers' Insurance and Indemnification

The Corporation maintains insurance for the benefit of its directors and officers against liability in their respective capacities as directors and officers. The Corporation has purchased in respect of directors and officers an aggregate of \$5,000,000 in coverage. The approximate amount of premiums paid by the Corporation during the financial year ended September 30, 2022, in respect of such insurance was \$32,400.

The Corporation has not, as vet, adopted a policy restricting its Named Executive Officers or directors from purchasing instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designated to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officers or directors.

In light of the Corporation's size, the Board does not deem it necessary to consider at this time the implications of the risks associated with its compensation policies and practices.

Summary Compensation Table

The following table summarizes the compensation paid during the two most recently completed financial years in respect of the individuals who were carrying out the role of the Chief Executive Officer ("CEO") of the Corporation and Chief Financial Officer ("CFO") of the Corporation (collectively, the "Named Executive Officers") and each of the directors of the Corporation. The CEO, CFO, Mr. Merino and Mr. Guy are the only Named Executive Officers of the Corporation for the year ended September 30, 2022 as the Corporation does not employ any other individuals whose total compensation is greater than \$150,000.

Name and position Year		Salary, consulting fee, retainer or commission (\$)	Bonus (\$)	Committee or meeting fees (\$)	Value of perquisites (\$	Value of all other compensation $($ \$)	Total compensation (\$)
Joaquin Merino. President and Director and Former	2022	237,786	Nil	Nil	Nil	Nil	237,786
CEO (1)	2021	196,213	150,000	Nil	Nil	Nil	346,213
Greg Duras, Chief Financial	2022	90,000	Nil	Nil	Nil	Nil	90,000
Officer (1)	2021	65,000	35,000	Nil	Nil	Nil	100,000
David Gower. CEO & Director (1)	2022	240,000	Nil	Nil	Nil	Nil	240,000
	2021	240,000	150,000	Nil	Nil	Nil	390,000
Marilia Bento, Director	2022	50,000	Nil	Nil	Nil	Nil	50,000
	2021	33,333	25,000	Nil	Nil	Nil	58,333
Catherine Stretch, Director	2022	50.000	Nil	Nil	Nil	Nil	50,000
	2021	33,333	25,000	Nil	Nil	Nil	58,333
Lawrence Guy (1) , Executive Chairman	2022	187,500	Nil	Nil	Nil	Nil	187,500
	2021	116,673	150,000	Nil	Nil	Nil	266,673
Michael Jones, Director	2022	50.000	Nil	Nil	Nil	Nil	50,000
	2021	15,320	5,000	Nil	Nil	Nil	20,320

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

Notes: $(1)$

Compensation has been paid as consulting fees under the independent contractor agreement with the Named Executive Officer as described under the heading "Executive Compensation - Termination of Employment, Change in Responsibilities and Employment Contracts" of this Circular.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each NEO and director by the Corporation for services provided or to be provided, directly or indirectly, to the Company in the most recently completed financial year.

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue. conversion or exercise price (\$)	Closina price of security or underlving security on date of grant(S)	Closina price of security or underlvina security at year end (\$)	Expiry Date
Joaquin Merino, President and Director (1)	Stock Options	575,000	Feb 4, 2022	\$2.75	\$2.75	\$0.78	Feb 4, 2027
Greg Duras, Chief Financial Officer (2)	Stock Options	275,000	Feb 4, 2022	\$2.75	\$2.75	\$0.78	Feb 4, 2027
David Gower, CEO & Director (3)	Stock Options	575,000	Feb 4, 2022	\$2.75	\$2.75	\$0.78	Feb 4, 2027
Marilia Bento, Director (4)	Stock Options	275,000	Feb 4, 2022	\$2.75	\$2.75	\$0.78	Feb 4, 2027
Catherine Stretch, Director (5)	Stock Options	275,000	Feb 4, 2022	\$2.75	\$2.75	\$0.78	Feb 4, 2027
Lawrence Guy. Executive Chairman (6)	Stock Options	575,000	Feb 4, 2022	\$2.75	\$2.75	\$0.78	Feb 4, 2027
Michael Jones. Director (7)	Stock Options	275,000	Feb 4, 2022	\$2.75	\$2.75	\$0.78	Feb 4, 2027

Notes:

$(1)$

• Mr. Merino also holds 650,000 stock options with an exercise price of \$0.10 that were issued on November 7, 2019 and expire on November 7, 2024, 800,000 stock options with an exercise price of \$0.18 that were issued on February 5, 2021 and expire on February 5, 2026 and 1,200,000 stock options with an exercise price of \$1.86 that were issued on July 29, 2021 and expire on July 29, 2026.
• Mr. Duras also holds 250,000 stock options with an exercise price of \$0.10 that were issued on November $(2)$ 7, 2019 and expire on November 7, 2024, 300,000 stock options with an exercise price of \$0.18 that were issued on February 5, 2021 and expire on February 5, 2026, and 650,000 stock options with an exercise price of \$1.86 that were issued on July 29, 2021 and expire on July 29, 2026.
• $(3)$ Mr. Gower also holds 650,000 stock options with an exercise price of \$0.10 that were issued on November 7, 2019 and expire on November 7, 2024, 800,000 stock options with an exercise price of \$0.18 that were issued on February 5, 2021 and expire on February 5, 2026 and 1,200,000 stock options with an exercise price of \$1.86 that were issued on July 29, 2021 and expire on July 29, 2026.
• $(4)$ Ms. Bento also holds 250,000 stock options with an exercise price of \$0.10 that were issued on November 7, 2019 and expire on November 7, 2024, 400,000 stock options with an exercise price of \$0.18 that were issued on February 5, 2021 and expire on February 5, 2026 and 650,000 stock options with an exercise price of \$1.86 that were issued on July 29, 2021 and expire on July 29, 2026.
• Ms. Stretch also holds 250,000 stock options with an exercise price of \$0.10 that were issued on November $(5)$ 7, 2019 and expire on November 7, 2024, 400,000 stock options with an exercise price of \$0.18 that were issued on February 5, 2021 and expire on February 5, 2026 and 650,000 stock options with an exercise price of \$1.86 that were issued on July 29, 2021 and expire on July 29, 2026.
• Mr. Guy also holds 800,000 stock options with an exercise price of \$0.18 that were issued on February 5, $(6)$ 2021 and expire on February 5, 2026 and 1,200,000 stock options with an exercise price of \$1.86 that were issued on July 29, 2021 and expire on July 29, 2026.

$(7)$ Mr. Jones also holds 300,000 stock options with an exercise price of \$0.25 that were issued on April 14, 2021 and expire on April 14, 2026 and 650,000 stock options with an exercise price of \$1.86 that were issued on July 29, 2021 and expire on July 29, 2026.

Exercise of Stock Options

Exercise of Compensation Securities by Directors and NEOs
Name and position	Type of compensation security	Number of underlying securities exercised	Exercise price per security (\$)	Date of Exercise	Closing price of security on date of exercise (\$)	Difference between exercise price and closing price on date of exercise (\$)	Total value on exercise date
Lawrence Guy, Director	Stock Options	650.000	\$0.10	Dec 9, 2021	2.99	2.89	\$1,943,500

Stock Option Plans and Other Incentive Plans

Options are granted pursuant to the Corporation's Stock Option Plan and in accordance with the rules of the TSX Venture Exchange. The Stock Option Plan is administered by the Board, upon the recommendations of the Compensation Committee. See above under the section "Business of the Meeting - Stock Option Plan."

The table below sets out the outstanding options under the Stock Option Plan, being the Corporation's only compensation plan under which Common Shares are authorized for issuance, as of September 30, 2022.

	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of securities remaining available under equity compensation plans (excluding securities reflected in column (a)) as of September 30, 2022
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by security holders	18.845.000	\$1.33	1,559,233
Equity compensation plans not approved by security holders	Nil	Nil	Nil
TOTAL	18,845,000	\$1.33	1,559,233

Employment, Consulting and Management Agreements

The following describes the respective consulting and employment agreements entered into by the Corporation and its NEOs as of the date hereof.

Name	Monthly Fees	Severance on Termination	Severance on Change of Control (1)
Joaquin Merino, President	\$20,000	6 months' fees	24 months base fees plus aggregate cash bonuses paid in the 24 months prior to the Change of Control.
Greg Duras. Chief Financial Officer	\$7,500	6 months' fees	24 months base fees plus aggregate cash bonuses paid in the 24 months prior to the Change of Control.
David Gower, CEO	\$20,000	6 months fees	24 months base fees plus aggregate cash bonuses paid in the 24 months prior to the Change of Control.
Lawrence Guy, Executive Chairman	\$12.500	6 months fees	24 months base fees plus aggregate cash bonuses paid in the 24 months prior to the Change of Control.

Notes:

$(1)$ Severance upon a change of control becomes payable in the event of a Change of Control of the Corporation and within one year following the date of the Change of Control the Corporation either terminates the executive officer's appointment or alters the executive officer's position and/or responsibilities in a materially adverse manner.

For the purpose of the agreements set forth above, "Change of Control" is defined as (a) the acquisition by any person (person being defined as an individual, a corporation, a partnership, an unincorporated association or organization, a trust, a government or department or agency thereof and the heirs, executors, administrators or other legal representatives of an individual and an associate or affiliate of any thereof as such terms are defined in the Business Corporations Act (British Columbia) of: (1) shares or rights or options to acquire shares of the Corporation or securities which are convertible into shares of the Corporation or any combination thereof such that after the completion of such acquisition such person would be entitled to exercise 30% or more of the votes entitled to be cast at a meeting of the shareholders of the Corporation; (2) shares or rights or options to acquire shares of any material subsidiary of the Corporation or securities which are convertible into shares of the material subsidiary or any combination thereof such that after the completion of such acquisition such person would be entitled to exercise 30% or more of the votes entitled to be cast a meeting of the shareholders of the material subsidiary; or (3) more than 50% of the material assets of the Corporation, including the acquisition of more than 50% of the material assets of any material subsidiary of the Corporation, or (b) as a result of or in connection with: (1) a contested election of directors; or (2) a consolidation, merger, amalgamation, arrangement or other reorganization of acquisitions involving the Corporation or its affiliates and another corporation or other entity, the nominees named in the most recent management information circular of the Corporation for election to the Board shall not constitute a majority of the Board.

Summary of Termination Payments

The estimated incremental payments, payables and benefits that might be paid to the officers pursuant to the above noted agreements in the event of termination without cause or after a Change of Control (assuming such termination or Change of Control is effective as of the Record Date) are detailed below:

Named Executive Officer	Termination not for Cause (\$)	Termination on a Change of Control Approved (\$)
Joaquin Merino

Named Executive Officer	Termination not for Cause (\$)	Termination on a Change of Control Approved (\$)
Salary and Quantified Benefits	\$120,000	\$480,000
Bonus	N/A	N/A
Total	\$120,000	\$480,000
Greg Duras
Salary and Quantified Benefits	45,000	180,000
Bonus	N/A	N/A
Total	45,000	180,000
David Gower
Salary and Quantified Benefits	120,000	480,000
Bonus	N/A	N/A
Total	120,000	480,000
Lawrence Guy
Salary and Quantified Benefits	75,000	300,000
Bonus	N/A	N/A
Total	75,000	300,000

Interest of Informed Persons in Material Transactions

No person who has been a director or executive officer of the Corporation, nor any proposed nominee for director of the Corporation, nor any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding Common Shares, nor any associate or affiliate of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the beginning of the Corporation's last completed financial year or proposed transaction which has materially affected or would materially affect the Corporation or its subsidiaries.

ADDITIONAL INFORMATION AND CONTACT INFORMATION

Additional information relating to the Corporation may be found under the profile of the Corporation on SEDAR at www.sedar.com. Additional financial information is provided in the Corporation's audited financial statements and related management's discussion and analysis for the financial year ended September 30, 2022, which can be found under the profile of the Corporation on SEDAR. Shareholders may also request these documents from Damian Lopez, the Corporate Secretary of the Corporation by email at damian.lopez@emeritaresources.com.

Board of Directors Approval

The contents of this Circular and the sending thereof to the Shareholders have been approved by the Board.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "David Gower"

Chief Executive Officer

Toronto, Ontario April 28, 2023

SCHEDULE "A" EMERITA RESOURCES CORP. STOCK OPTION PLAN

$1.$ STATEMENT OF PURPOSE

Principal Purposes - The principal purposes of the Plan are to provide the Company with $1.1$ the advantages of the incentive inherent in share ownership on the part of employees, officers, directors and consultants responsible for the continued success of the Company; to create in such individuals a proprietary interest in, and a greater concern for, the welfare and success of the Company; to encourage such individuals to remain with the Company; and to attract new employees, officers, directors and consultants to the Company.

$1.2$ Benefit to Shareholders – The Plan is expected to benefit shareholders by enabling the Company to attract and retain skilled and motivated personnel by offering such personnel an opportunity to share in any increase in value of the Shares resulting from their efforts.

2. INTERPRETATION

$2.1$ Defined Terms – For the purposes of this Plan, the following terms shall have the following meanings:

• "Act" means the Securities Act (Ontario), as amended from time to time; $(a)$
• $(b)$ "Associate" shall have the meaning ascribed to such term in the Act;
• $(c)$ "Board" means the Board of Directors of the Company;
• "Change in Control" means: $(d)$
• $(i)$ a takeover bid (as defined in the Act), which is successful in acquiring Shares.
• $(ii)$ the change of control of the Board resulting from the election by the members of the Company of less than a majority of the persons nominated for election by management of the Company,
• $(iii)$ the sale of all or substantially all the assets of the Company,
• the sale, exchange or other disposition of a majority of the outstanding $(iv)$ Shares in a single transaction or series of related transactions,
• the dissolution of the Company's business or the liquidation of its assets, $(v)$
• $(vi)$ a merger, amalgamation or arrangement of the Company in a transaction or series of transactions in which the Company's shareholders receive less than 51% of the outstanding shares of the new or continuing corporation, or
• $(vii)$ the acquisition, directly or indirectly, through one transaction or a series of transactions, by any Person, of an aggregate of more than 50% of the outstanding Shares;

• "Committee" means a committee of the Board appointed in accordance with this $(e)$ Plan, or if no such committee is appointed, the Board itself;

• "Company" means Emerita Resources Corp., a company continued under the $(f)$ laws of the Province of Ontario:

• $(q)$ "Consultant" means an individual, other than an Employee, senior officer or director of the Company or a Subsidiary Company, or a Consultant Company, who;
• $(i)$ provides ongoing consulting, technical, management or other services to the Company or a Subsidiary Company, other than services provided in relation to a distribution of the Company's securities,
• $(ii)$ provides the services under a written contract between the Company or a Subsidiary Company and the individual or Consultant Company.
• $(iii)$ in the reasonable opinion of the Company spends or will spend a significant amount of time and attention on the affairs and business of the Company or a Subsidiary Company, and
• $(iv)$ has a relationship with the Company or a Subsidiary Company that enables the individual or Consultant Company to be knowledgeable about the business and affairs of the Company;
• $(h)$ "Consultant Company" means, for an individual Consultant, a company of which the individual is an employee or shareholder, or a partnership of which the individual is an employee or partner:
• $(i)$ "Date of Grant" means the date specified in the Option Agreement as the date on which the Option is effectively granted;
• $(i)$ "Disability" means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Optionee from:
• $(i)$ being employed or engaged by the Company, a Subsidiary Company or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Company or a Subsidiary Company; $\alpha$ r
• $(ii)$ acting as a director or officer of the Company or a Subsidiary Company;
• $(k)$ "Disinterested Shareholder Approval" means an ordinary resolution approved by a majority of the votes cast by members of the Company at a shareholders' meeting, excluding votes attaching to Shares beneficially owned by Insiders to whom Options may be granted and Associates of those persons;
• $(1)$ "Effective Date" means the effective date of this Plan, which is the later of the day of its approval by the shareholders of the Company and the day of its acceptance for filing by the Exchange if such acceptance for filing is required under the rules or policies of the Exchange;
• $(m)$ "Eligible Person" means:
• an Employee, senior officer or director of the Company or any Subsidiary $(i)$ Company,
• a Consultant. $(ii)$

• $(iii)$ an individual providing Investor Relations Activities for the Company;

• $(iv)$ a company, all of the voting securities of which are beneficially owned by one or more of the persons referred to in (i), (ii) or (iii) above

• $(n)$ "Employee" means:
• an individual who is considered an employee under the Income Tax Act $(i)$ (Canada) (i.e. for whom income tax, employment insurance and CPP deductions must be made at source),
• $(ii)$ an individual who works full-time for the Company or a Subsidiary Company providing services normally provided by an employee and who is subject to the same control and direction by the Company or a Subsidiary Company over the details and methods of work as an employee of the Company or a Subsidiary Company, but for whom income tax deductions are not made at source.
• $(iii)$ an individual who works for the Company or a Subsidiary Company, on a continuing and regular basis for a minimum amount of time per week, providing services normally provided by an employee and who is subject to the same control and direction by the Company or a Subsidiary Company over the details and methods of work as an employee of the Company or a Subsidiary Company, but for whom income tax deductions are not made at source:
• $(0)$ "Exchange" means the stock exchange or over the counter market on which the Shares are listed:
• $(p)$ "Exchange Act" means the United States Securities Exchange Act of 1934, as amended:
• $(q)$ "Fair Market Value" means, where the Shares are listed for trading on an Exchange, the last closing price of the Shares before the Date of Grant on the Exchange which is the principal trading market for the Shares, as may be determined for such purpose by the Committee, provided that, so long as the Shares are listed only on the TSXVE, the "Fair Market Value" shall not be lower than the last closing price of the Shares before the Date of Grant less the maximum discount permitted under the policies of the TSXVE;
• $(r)$ "Guardian" means the guardian, if any, appointed for an Optionee;
• "Insider" shall have the meaning ascribed to such term in the Act; $(s)$
• "Investor Relations Activities" means any activities or oral or written $(t)$ communications, by or on behalf of the Company or a shareholder of the Company that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:
• $(i)$ the dissemination of information provided, or records prepared, in the ordinary course of business of the Company
  • $(A)$ to promote the sale of products or services of the Company, or
  • $(B)$ to raise public awareness of the Company.

that cannot reasonably be considered to promote the purchase or sale of securities of the Company.

• $(ii)$ activities or communications necessary to comply with the requirements Ωf
• $(A)$ applicable securities laws,
• the rules and policies of the TSXVE, if the Shares are listed only $(B)$ on the TSXVE, or the by-laws, rules or other regulatory instruments of any other self-regulatory body or exchange having iurisdiction over the Company,
• $(iii)$ communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it. if
• $(A)$ the communication is only through the newspaper, magazine or publication and
• the publisher or writer receives no commission or other $(B)$ consideration other than for acting in the capacity of publisher or writer, or
• activities or communications that may be otherwise specified by the $(iv)$ TSXVE, if the Shares are listed only on the TSXVE;
• $(u)$ "Option" means an option to purchase unissued Shares granted pursuant to the terms of this Plan;
• $(v)$ "Option Agreement" means a written agreement between the Company and an Optionee specifying the terms of the Option being granted to the Optionee under the Plan:
• "Option Price" means the exercise price per Share specified in an Option $(w)$ Agreement, adjusted from time to time in accordance with the provisions of Sections 6.3 and 10;
• $(x)$ "Optionee" means an Eligible Person to whom an Option has been granted;
• "Person" means a natural person, company, government or political subdivision $(y)$ or agency of a government; and where two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such syndicate or group shall be deemed to be a Person:
• $(z)$ "Plan" means this Stock Option Plan of the Company;
• $(aa)$ "Qualified Successor" means a person who is entitled to ownership of an Option upon the death of an Optionee, pursuant to a will or the applicable laws of descent and distribution upon death;
• $(bb)$ "Shares" means the common shares in the capital of the Company as constituted on the Date of Grant, adjusted from time to time in accordance with the provisions of Section 10:

• "Subsidiary Company" shall mean a company which is a subsidiary of the $(cc)$ Company;

• (dd) "Term" means the period of time during which an Option may be exercised;

• $(ee)$ "TSXVE" means the TSX Venture Exchange; and

$(ff)$ "VWAP" means the volume weighted average trading price of the Company's Shares on the TSX Venture calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding the exercise of the subject Option.

3. ADMINISTRATION

Board or Committee - The Plan shall be administered by the Board or by a Committee $3.1$ appointed in accordance with Section 3.2.

$3.2$ Appointment of Committee - The Board may at any time appoint a Committee, consisting of not less than three of its members, to administer the Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. In the absence of the appointment of a Committee by the Board, the Board shall administer the Plan.

$3.3$ Quorum and Voting $-$ A majority of the members of the Committee shall constitute a quorum, and, subject to the limitations in this Section 3, all actions of the Committee shall require the affirmative vote of members who constitute a majority of such quorum. No member of the Committee who is a director to whom an Option may be granted may participate in the decision to grant such Option (but any such member may be counted in determining the existence of a guorum at any meeting of the Committee in which action is to be taken with respect to the granting of an Option to him).

$3.4$ Powers of Board and Committee - The Board shall from time to time authorize and approve the grant by the Company of Options under this Plan, and any Committee appointed under Section 3.2 shall have the authority to review the following matters in relation to the Plan and to make recommendations thereon to the Board:

• administration of the Plan in accordance with its terms. $(a)$
• $(b)$ determination of all questions arising in connection with the administration, interpretation and application of the Plan, including all questions relating to the value of the Shares,
• correction of any defect, supply of any information or reconciliation of any $(c)$ inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan,
• $(d)$ prescription, amendment and rescission of the rules and regulations relating to the administration of the Plan:
• $(e)$ determination of the duration and purpose of leaves of absence from employment which may be granted to Optionees without constituting a termination of employment for purposes of the Plan,

• with respect to the granting of Options: $(f)$

• determination of the employees, officers, directors or consultants to whom $(i)$ Options will be granted, based on the eligibility criteria set out in this Plan,

• $(ii)$ determination of the terms and provisions of the Option Agreement which shall be entered into with each Optionee (which need not be identical with the terms of any other Option Agreement) and which shall not be inconsistent with the terms of this Plan.
• $(iii)$ amendment of the terms and provisions of an Option Agreement, provided the Board obtains:
• $(A)$ the consent of the Optionee, and
• if required, the approval of any stock exchange on which the $(B)$ Shares are listed.
• $(iv)$ determination of when Options will be granted,
• $(v)$ determination of the number of Shares subject to each Option,
• $(vi)$ determination of the vesting schedule, if any, for the exercise of each Option, and
• other determinations necessary or advisable for administration of the Plan. $(g)$

$3.5$ Obtain Approvals – The Board will seek to obtain any regulatory, Exchange or shareholder approvals which may be required pursuant to applicable securities laws or Exchange rules.

Administration by Committee - The Committee shall have all powers necessary or $3.6$ appropriate to accomplish its duties under this Plan. In addition, the Committee's administration of the Plan shall in all respects be consistent with the Exchange policies and rules.

4. ELIGIBILITY

$4.1$ Eligibility for Options – Options may be granted to any Eligible Person.

4.2 Insider Eligibility for Options - Notwithstanding Section 4.1, if the Shares are listed only on the TSXVE, grants of Options to Insiders shall be subject to the policies of the TSXVE.

No Violation of Securities Laws - No Option shall be granted to any Optionee unless the $4.3$ Committee has determined that the grant of such Option and the exercise thereof by the Optionee will not violate the securities law of the jurisdiction in which the Optionee resides.

5. SHARES SUBJECT TO THE PLAN

$5.1$ Number of Shares - The maximum number of Shares issuable from time to time under the Plan, and all other equity compensation plans of the Company, is that number of Shares as is equal to 10% of the number of issued Shares at the Date of Grant of an Option. The maximum number of Shares issuable under the Plan shall be adjusted, where necessary, to take account of the events referred to in Section 10.

Expiry of Option - If an Option expires or terminates for any reason without having been $5.2$ exercised in full, the unpurchased Shares subject thereto shall again be available for the purposes of the Plan.

5.3 Reservation of Shares – The Company will at all times reserve for issuance and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

6. OPTION TERMS

$6.1$ Option Agreement – Each Option granted to an Optionee shall be confirmed by the execution and delivery of an Option Agreement and the Board shall specify the following terms in each such Option Agreement:

• the number of Shares subject to option pursuant to such Option, subject to the $(a)$ following limitations if the Shares are listed only on the TSXV:
• the number of Shares reserved for issuance under Options granted to $(i)$ Insiders under the Plan at any point in time, and any other equity compensation plan of the Company, shall not exceed 10% of the issued Shares,
• $(ii)$ the grant to Insiders, within a 12-month period, of Options under the Plan, and any other equity compensation plan of the Company, shall not exceed 10% of the issued Shares,
• $(iii)$ the issuance of Shares on exercise of Options to any one Optionee under the Plan and any other equity compensation plan of the Company, shall not exceed 5% of the issued Shares in any 12-month period.
• $(iv)$ the number of options granted to any one Optionee under the Plan, and any other equity compensation plan of the Company, shall not exceed 5% of the issued Shares in any 12-month period,
• the number of Options granted to any one Consultant under the Plan, and $(v)$ any other equity compensation plan of the Company, shall not exceed 2% of the issued Shares in any 12-month period,
• $(vi)$ the aggregate number of Options granted to persons employed to provide Investor Relations Activities shall not exceed 2% of the issued Shares in any 12-month period;
• the Date of Grant: $(b)$
• the Term, provided that, if the Shares are listed only on the TSXVE, the length of $(c)$ the Term shall in no event be greater than five years following the Date of Grant, except, if the Company is designated as "Tier 1" listed company by the TSXVE, then the Term shall be no greater than ten years following the Date of Grant, for all Optionees;
• $(d)$ the Option Price, provided that the Option Price shall not be less than the Fair Market Value of the Shares on the Date of Grant;
• $(e)$ subject to Section 6.2 below, any vesting schedule upon which the exercise of an Option is contingent;
• $(f)$ if the Optionee is an Employee, Consultant or an individual providing Investor Relations Activities for the Company, a representation by the Company and the Optionee that the Optionee is a bona fide Employee. Consultant or an individual providing Investor Relations Activities for the Company, as the case may be, of the Company or a Subsidiary Company; and

such other terms and conditions as the Board deems advisable and are consistent $(q)$ with the purposes of this Plan.

6.2 Vesting Schedule – The Board, as applicable, shall have complete discretion to set the terms of any vesting schedule of each Option granted, including, without limitation, discretion to:

• permit partial vesting in stated percentage amounts based on the Term of such $(a)$ Option; and
• $(b)$ permit full vesting after a stated period of time has passed from the Date of Grant.

6.3 Amendments to Options – Amendments to the terms of previously granted Options are subject to regulatory approval, if required. If required by the Exchange, Disinterested Shareholder Approval shall be required for any reduction in the Option Price, or extension, of a previously granted Option if the Optionee is an Insider of the Company at the time of the proposed reduction or extension, as applicable, in the Option Price.

Uniformity - Except as expressly provided herein, nothing contained in this Plan shall $6.4$ require that the terms and conditions of Options granted under the Plan be uniform.

7. EXERCISE OF OPTION

$7.1$ Method of Exercise – Subject to any limitations or conditions imposed upon an Optionee pursuant to the Option Agreement or Section 6 hereof, an Optionee may exercise an Option by giving written notice thereof, specifying the number of Shares in respect of which the Option is exercised, to the Company at its principal place of business at any time after the Date of Grant until 4:00 p.m. (Toronto time) on the last day of the Term, such notice to be accompanied by full payment of the aggregate Option Price to the extent the Option is so exercised and an indication as to suitable arrangements made with the Corporation, in accordance with Section 15.7, for the receipt by the Corporation of an amount sufficient to satisfy any withholding tax requirements under applicable tax legislation in respect of the exercise of an Option (the "Withholding Obligations"). Such amounts shall be in lawful money (Canadian funds) by cash, cheque, bank draft or wire transfer. Payment by cheque made payable to the Company in the amount of the aggregate Option Price shall constitute payment of such Option Price unless the cheque is not honoured upon presentation, in which case the Option shall not have been validly exercised. Such payment shall be in lawful money (Canadian funds) by cash, cheque, bank draft or wire transfer. Payment by cheque made payable to the Company in the amount of the aggregate Option Price shall constitute payment of such Option Price unless the cheque is not honoured upon presentation, in which case the Option shall not have been validly exercised.

Cashless Exercise - Subject to the provisions of the Plan and/or any limitations or $7.2$ conditions imposed upon an Optionee pursuant to the Option Agreement (including, without limitation, Section 15.7) and, upon prior approval of the Board, once an Option has vested and become exercisable, an Optionee may elect to exercise such Option by either:

(a) excluding Options held by any Investor Relations Service Provider (as defined in the rules and policies of the TSXVE), a "net exercise" procedure in which the Company issues to the Optionee, Shares equal to the number determined by dividing (i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Shares and the exercise price of the subject Options by (ii) the VWAP of the underlying Shares; or

(b) a broker assisted "cashless exercise" in which the Company delivers a copy of irrevocable instructions to a broker engaged for such purposes by the Company to sell the Shares otherwise deliverable upon the exercise of the Options and to deliver promptly to the Company an amount equal to the exercise price of the subject Options and all

applicable required withholding obligations as determined by the Company against delivery of the Shares to settle the applicable trade.

An Option may be exercised pursuant to this section 7.2 from time to time by delivery to the Company, at its head office or such other place as may be specified by the Company of (i) written notice of exercise specifying that the Optionee has elected to effect such a cashless exercise of such Option, the method of cashless exercise, and the number of Options to be exercised and (ii) the payment of an amount for any tax withholding or remittance obligations of the Optionee or the Company arising under applicable law and verified by the Company to its satisfaction (or by entering into some other arrangement acceptable to the Company in its discretion, if any). The Optionee shall comply with Section 15.7 of this Plan with regard to any applicable required withholding obligations and with such other procedures and policies as the Company may prescribe or determine to be necessary or advisable from time to time including prior written consent of the Board in connection with such exercise.

$7.3$ Issuance of Certificates - Not later than the third business day after exercise of an Option in accordance with Section 7.1 or 7.2(a), the Company shall issue and deliver to the Optionee a certificate or certificates evidencing the Shares with respect to which the Option has been exercised. Until the issuance of such certificate or certificates, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the certificate is issued, except as provided by Section 10 hereof.

Compliance with U.S. Securities Laws - As a condition to the exercise of an Option, the $7.4$ Board may require the Optionee to represent and warrant in writing at the time of such exercise that the Shares are being purchased only for investment and without any then-present intention to sell or distribute such Shares. At the option of the Board, a stop-transfer order against such Shares may be placed on the stock books and records of the Company and a legend, indicating that the stock may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided stating that such transfer is not in violation of any applicable law or regulation, may be stamped on the certificates representing such Shares in order to assure an exemption from registration. The Board may also require such other documentation as may from time to time be necessary to comply with United States' federal and state securities laws. The Company has no obligation to undertake registration of Options or the Shares issuable upon the exercise of the Options.

8. TRANSFERABILITY OF OPTIONS

$8.1$ Non-Transferable/Legending - Except as permitted by applicable securities laws and the policies of the Exchange, and as provided otherwise in this Section 8, Options are non-assignable and non-transferable. If the Shares are listed only on the TSXVE, then, in addition to any resale restrictions under applicable securities laws, if the Company is, at the Date of Grant of an Option, designated as a "Tier 2" listed company by the TSXVE or, if the Company is not so designated but the Option Price is based on a discount from the last closing price of the Shares on the TSXVE, the Option Agreement and the certificates representing the Shares issued on the exercise of such Option shall bear the TSXVE legend with a four-month hold period commencing on the Date of Grant.

8.2 Death of Optionee – Subject to Section 8.3, if the employment of an Optionee as an Employee of, or the services of a Consultant providing services to, the Company or any Subsidiary Company, or the employment of an Optionee as an individual providing Investor Relations Activities, or the position of the Optionee as a director or senior officer of the Company or any Subsidiary Company, terminates as a result of such Optionee's death, any Options held by such Optionee shall pass to the Qualified Successor of the Optionee and shall be exercisable by such Qualified Successor until the earlier of a period of not more than one year following the date of such death and the expiry of the Term of the Option.

8.3 Disability of Optionee – If the employment of an Optionee as an Employee of, or the services of a Consultant providing services to, the Company or any Subsidiary Company, or the employment of an Optionee as an individual providing Investor Relations Activities for the Company, or the position of the Optionee as a director or senior officer of the Company or any Subsidiary Company, is terminated by reason of such Optionee's Disability, any Options held by such Optionee that could have been exercised immediately prior to such termination of employment or service shall be exercisable by such Optionee, or by his Guardian, for a period of not more than one year following the date of such following the termination of employment or service of such Optionee. If such Optionee dies within that period of not more than one year, any Option held by such Optionee that could have been exercised immediately prior to his or her death shall pass to the Qualified Successor of such Optionee, and shall be exercisable by the Qualified Successor until the earlier of a period of not more than one year following the death of such Optionee and the expiry of the Term of the Option.

Vesting - Options held by a Qualified Successor or exercisable by a Guardian shall, during 8.4 the period prior to their termination, continue to vest in accordance with any vesting schedule to which such Options are subject.

8.5 Deemed Non-Interruption of Employment - Employment shall be deemed to continue intact during any military or sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Optionee's right to reemployment with the Company or any Subsidiary Company is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Optionee's reemployment is not so quaranteed, then the Optionee's employment shall be deemed to have terminated on the ninety-first day of such leave.

9. TERMINATION OF OPTIONS

$9.1$ Termination of Options - To the extent not earlier exercised or terminated in accordance with Section 8, an Option shall terminate at the earliest of the following dates:

• $(a)$ the termination date specified for such Option in the Option Agreement;
• $(b)$ where the Optionee's position as an Employee, a Consultant, a director or a senior officer of the Company or any Subsidiary Company, or an individual providing Investor Relations Activities for the Company, is terminated for cause, the date of such termination for cause;
• $(c)$ where the Optionee's position as an Employee, a Consultant, a director or a senior officer of the Company or any Subsidiary Company or an individual providing Investor Relations Activities for the Company terminates for a reason other than the Optionee's Disability or death or for cause, not more than 90 days after such date of termination or, if the Shares are listed only on the TSXVE and if the Company is designated as a "Tier 2" listed company by the TSXVE, then in the case of a person employed to provide Investor Relations Activities, not more than 30 days after such person ceases to be employed to provide Investor Relations Activities; PROVIDED that if an Optionee's position changes from one of the said categories to another category, such change shall not constitute termination or cessation for the purpose of this Subsection 9.1(c); and
• $(d)$ the date of any sale, transfer, assignment or hypothecation, or any attempted sale, transfer, assignment or hypothecation, of such Option in violation of Section 8.1.

9.2 Lapsed Options – If Options are surrendered, terminate or expire without being exercised in whole or in part, new Options may be granted covering the Shares not purchased under such lapsed Options. If an Option has been surrendered in connection with the regranting of a new Option to the same Optionee on different terms than the original Option granted to such Optionee. then, if required, the new Option is subject to approval of the Exchange.

9.3 Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement - If the Optionee retires, resigns or is terminated from employment or engagement with the Company or any Subsidiary Company, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares which were not vested at that time or which, if vested, were cancelled, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

$10₁$ ADJUSTMENTS TO OPTIONS

$10.1$ Alteration in Capital Structure – If there is any change in the Shares through or by means of a declaration of stock dividends of the Shares or consolidations, subdivisions or reclassifications of the Shares, or otherwise, the number of Shares available under the Plan, the Shares subject to any Option and the Option Price therefor shall be adjusted proportionately by the Board and, if required, approved by the Exchange, and such adjustment shall be effective and binding for all purposes of the Plan.

$10.2$ Effect of Amalgamation, Merger or Arrangement – Subject to Exchange approval, if the Company amalgamates, merges or enters into a plan of arrangement with or into another corporation, any Shares receivable on the exercise of an Option shall be converted into the securities, property or cash which the Optionee would have received upon such amalgamation, merger or arrangement if the Optionee had exercised the Option immediately prior to the record date applicable to such amalgamation, merger or arrangement, and the exercise price shall be adjusted proportionately by the Board and such adjustment shall be binding for all purposes of the Plan.

Acceleration on Change in Control - Upon a Change in Control, all Options shall become $10.3$ immediately exercisable, notwithstanding any contingent vesting provisions to which such Options may have otherwise been subject.

$10.4$ Acceleration of Date of Exercise - Notwithstanding any other provisions contained in this Plan, subject to the approval of the Exchange, if required, the Board shall have the right to accelerate the date of vesting of any portion of any Option which remains unvested.

10.5 Determinations to be Binding $-$ If any questions arise at any time with respect to the Option Price or exercise price or number of Option Shares or other property deliverable upon exercise of an Option following an event referred to in this Section 10, such questions shall be conclusively determined by the Board, whose decisions shall be final and binding.

Effect of a Take-Over - If a bona fide offer (the "Offer") for Shares is made to an Optionee 10.6 or to shareholders generally or to a class of shareholders which includes the Optionee, which Offer constitutes a take-over bid within the meaning of the Act, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon any Option held by an Optionee may be exercised in whole or in part, notwithstanding any contingent vesting provisions to which such Options may have otherwise been subject, by the Optionee so as to permit the Optionee to tender the Shares received upon such exercise (the "Optioned Shares") to the Offer. If:

• the Offer is not completed within the time specified therein; or $(a)$
• all of the Optioned Shares tendered by the Optionee pursuant to the Offer are not $(b)$ taken up and paid for by the offeror pursuant thereto:

the Optioned Shares or, in the case of clause (b) above, the Optioned Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Optioned Shares, the Option shall be reinstated as if it had not been exercised. If any Optioned Shares are returned to the Company under this Section, the Company shall refund to the Optionee any Option Price paid for such Optioned Shares.

$11.$ APPROVAL, TERMINATION AND AMENDMENT OF PLAN

Shareholder Approval - This Plan, if the Shares are listed only on the TSXVE, is subject $11.1$ to shareholder approval on a yearly basis at the Company's next ensuing annual general meeting.

$11.2$ Power of Board to Terminate or Amend Plan – Subject to the approval of the Exchange, if required, the Board may terminate, suspend or discontinue the Plan at any time or amend or revise the terms of the Plan; provided, however, that, except as provided in Section 10, the Board may not do any of the following without obtaining, within 12 months either before or after the Board's adoption of a resolution authorizing such action, approval by the Company's shareholders at a meeting duly held in accordance with the applicable corporate laws:

• increase the maximum number of Shares which may be issued under the Plan; (a)
• $(b)$ materially modify the requirements as to eligibility for participation in the Plan; or
• $(c)$ materially increase the benefits accruing to participants under the Plan;

however, the Board may amend the terms of the Plan to comply with the requirements of any applicable regulatory authority, or as a result of changes in the policies of the Exchange relating to director, officer and employee stock options, without obtaining the approval of the Company's shareholders.

No Grant During Suspension of Plan - No Option may be granted during any $11.3$ suspension, or after termination, of the Plan. Amendment, suspension or termination of the Plan shall not, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted.

$12.$ CONDITIONS PRECEDENT TO ISSUANCE OF SHARES

$12.1$ Compliance with Laws – Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such shares shall comply with all relevant provisions of law, including, without limitation, any applicable United States' state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations thereunder and the requirements of any Exchange or automated interdealer quotation system of a registered national securities association upon which such Shares may then be listed or quoted, and such issuance shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of such Shares. The inability of the Company to obtain from any regulatory body the authority deemed by the Company to be necessary for the lawful issuance and sale of any Shares under this Plan. or the unavailability of an exemption from registration for the issuance and sale of any Shares under this Plan, shall relieve the Company of any liability with respect to the non-issuance or sale of such Shares other than with respect to a refund of any Option Price paid.

$13.$ USE OF PROCEEDS

Use of Proceeds - Proceeds from the sale of Shares pursuant to the Options granted and $13.1$ exercised under the Plan shall constitute general funds of the Company and shall be used for general corporate purposes, or as the Board otherwise determines.

$14.$ NOTICES

$14.1$ Notices – All notices, requests, demands and other communications required or permitted to be given under this Plan and the Options granted under this Plan shall be in writing and shall be either delivered personally to the party to whom notice is to be given, in which case notice shall be deemed to have been duly given on the date of such personal delivery; telecopied, in which case notice shall be deemed to have been duly given on the date the telecopy is sent; or mailed to the party to whom notice is to be given, by first class mail, registered or certified, return receipt requested, postage prepaid, and addressed to the party at his or its most recent known address, in which case such notice shall be deemed to have been duly given on the tenth postal delivery day following the date of such mailing.

$15.$ MISCELLANEOUS PROVISIONS

$15.1$ No Obligations to Exercise – Optionees shall be under no obligation to exercise Options granted under this Plan.

No Obligation to Retain Optionee - Nothing contained in this Plan shall obligate the 15.2 Company or any Subsidiary Company to retain an Optionee as an employee, officer, director or consultant for any period, nor shall this Plan interfere in any way with the right of the Company or any Subsidiary Company to reduce such Optionee's compensation.

Binding Agreement – The provisions of this Plan and of each Option Agreement with an $15.3$ Optionee shall be binding upon such Optionee and the Qualified Successor or Guardian of such Optionee.

15.4 Use of Terms – Where the context so requires, references herein to the singular shall include the plural, and vice versa, and references to a particular gender shall include either or both genders.

Headings - The headings used in this Plan are for convenience of reference only and shall 15.5 not in any way affect or be used in interpreting any of the provisions of this Plan.

15.6 No Representation or Warranty - The Company makes no representation or warranty as to the future value of any Shares issued in accordance with the provisions of this Plan.

Income Taxes - Upon the exercise of an Option by an Optionee, the Company shall have $15.7$ the right to require the Optionee to remit to the Company an amount sufficient to satisfy any Withholding Obligations relating thereto under applicable tax legislation. Unless otherwise prohibited by the Board or by applicable law, satisfaction of the amount of the Withholding Obligations (the "Withholding Amount") may be accomplished by any of the following methods or by a combination of such methods as determined by the Company in its sole discretion:

• the tendering by the Optionee of cash payment to the Company in an amount less $(a)$ than or equal to the Withholding Amount; or
• $(b)$ the withholding by the Company from the Shares otherwise due to the Optionee such number of Shares as it determines are required to be sold by the Company, as trustee, to satisfy the Withholding Amount (net of selling costs). By executing and delivering the Option Agreement, the Optionee shall be deemed to have consented to such sale and have granted to the Company an irrevocable power of attorney to effect the sale of such Shares and to have acknowledged and agreed that the Company does not accept responsibility for the price obtained on the sale of such Shares; or
• the withholding by the Company from any cash payment otherwise due by the $(c)$ Company to the Optionee, including salaries, directors fees, consulting fees and

any other forms of remuneration, such amount of cash as is required to pay and satisfy the Withholding Amount;

provided, however, in all cases, that the sum of any cash so paid or withheld and the fair market value of any Shares so withheld is sufficient to satisfy the Withholding Amount.

The provisions of the Option Agreement shall provide that the Optionee (or their beneficiaries) shall be responsible for all taxes with respect to any Options granted under the Option Plan and an acknowledgement that neither the Board nor the Company shall make any representations or warranties of any nature or kind whatsoever to any person regarding the tax treatment of Options or payments on account of the Withholding Amount made under the Option Plan and none of the Board, the Company, nor any of its employees or representatives shall have any liability to an Optionee (or its beneficiaries) with respect thereto.

15.8 Compliance with Applicable Law - If any provision of the Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock exchange or over the counter market having authority over the Company or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

Conflict – In the event of any conflict between the provisions of this Plan and an Option 15.9 Agreement, the provisions of this Plan shall govern.

15.10 Governing Law - This Plan and each Option Agreement issued pursuant to this Plan shall be governed by the laws of the Province of Ontario.

15.11 Time of Essence - Time is of the essence of this Plan and of each Option Agreement. No extension of time will be deemed to be, or to operate as, a waiver of the essentiality of time.

15.12 Entire Agreement – This Plan and the Option Agreement sets out the entire agreement between the Company and the Optionees relative to the subject matter hereof and supersedes all prior agreements, undertakings and understandings, whether oral or written.

$16$ EFFECTIVE DATE OF PLAN

$16.1$ Effective Date of Plan - This Plan shall be effective on the later of the day of its approval by the shareholders of the Company given by way of ordinary resolution and the day of its acceptance for filing by the Exchange.

SCHEDULE "B"

Audit Committee Charter

The following Audit Committee Charter was adopted by the Audit Committee of the Board of Directors and the Board of Directors of EMERITA RESOURCES CORP. (the "Company"):

Mandate

The primary function of the audit committee (the "Committee") is to assist the Company's Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

• serve as an independent and objective party to monitor the Company's financial reporting and $\bullet$ internal control system and review the Company's financial statements;
• . review and appraise the performance of the Company's external auditors; and
• provide an open avenue of communication among the Company's auditors, financial and senior $\bullet$ management and the Board of Directors.

Composition

The Committee shall be comprised of a minimum of three directors as determined by the Board of Directors. If the Company ceases to be a "venture issuer" (as that term is defined in National Instrument 52-110 ("NI 52-110"), then all of the members of the Committee shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

If the Company ceases to be a "venture issuer" (as that term is defined in NI 52-110), then all members of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Company's Audit Committee Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Committee shall meet at least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

• $1.$ Documents/Reports Review
• review and update this Audit Committee Charter annually; and $(a)$
• review the Company's financial statements, MD&A and any annual and interim earnings $(b)$ press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.
• 1. External Auditors
• review annually, the performance of the external auditors who shall be ultimately (a) accountable to the Company's Board of Directors and the Committee as representatives of the shareholders of the Company;
• obtain annually, a formal written statement of external auditors setting forth all relationships $(b)$ between the external auditors and the Company, consistent with Independence Standards Board Standard 1:
• review and discuss with the external auditors any disclosed relationships or services that $(c)$ may impact the objectivity and independence of the external auditors;
• $(d)$ take, or recommend that the Company's full Board of Directors take appropriate action to oversee the independence of the external auditors, including the resolution of disagreements between management and the external auditor regarding financial reporting:
• $(e)$ recommend to the Company's Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval;
• $(f)$ recommend to the Company's Board of Directors the compensation to be paid to the external auditors;
• at each meeting, consult with the external auditors, without the presence of management, $(q)$ about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements:
• $(h)$ review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company;
• $(i)$ review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements; and

• $(i)$ review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:

  • the aggregate amount of all such non-audit services provided to the Company $(i)$ constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided.

• $(ii)$ such services were not recognized by the Company at the time of the engagement to be non-audit services, and

• such services are promptly brought to the attention of the Committee by the $(iii)$ Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

• 1. Financial Reporting Processes
• in consultation with the external auditors, review with management the integrity of the (a) Company's financial reporting process, both internal and external;
• consider the external auditors' judgments about the quality and appropriateness of the $(b)$ Company's accounting principles as applied in its financial reporting;
• consider and approve, if appropriate, changes to the Company's auditing and accounting $(c)$ principles and practices as suggested by the external auditors and management;
• $(d)$ review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments;
• following completion of the annual audit, review separately with management and the $(e)$ external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;
• $(f)$ review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements;
• review with the external auditors and management the extent to which changes and $(q)$ improvements in financial or accounting practices have been implemented:
• $(h)$ review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;
• $(i)$ review the certification process;
• establish a procedure for the receipt, retention and treatment of complaints received by the $(i)$ Company regarding accounting, internal accounting controls or auditing matters; and
• establish a procedure for the confidential, anonymous submission by employees of the $(k)$ Company of concerns regarding questionable accounting or auditing matters.
• $\overline{4}$ . Other
• review any related-party transactions; (a)
• engage independent counsel and other advisors as it determines necessary to carry out $(b)$ its duties; and
• to set and pay compensation for any independent counsel and other advisors employed $(c)$ by the Committee.

SCHEDULE "C" REQUEST FOR VOTING NUMBER FORM

Issuer/Corporation Name:	Emerita Resources Corp.
Meeting Date:	May 31, 2023
Registered Holder or Appointee Name 1 :
	(First Name, Last Name exactly as indicated by the Registered Holder that appointed you)
Registered Holder or Appointee Email Address:
Registered Holder or Appointee Phone Number:
Name of the Appointing Registered Holder:
Name of the Securityholder Who Appointed You 2 :
$CUID3$ :
PLEASE RETURN THE COMPLETED FORM TO TSXTRUSTPROXYVOTING@TMX.COM
This form can also be accessed online at: https://tsxtrust.com/resource/en/75.
Please note that if the information you have provided does not match the information we have on file or is incomplete, TSX Trust may contact you for further information.

(1) The person who will be voting at the Meeting.

(2) If the securityholder who appointed you is a beneficial holder (i.e. they hold their securities through a broker/financial institution) please indicate the CUID code.

(3) 4 digit code located on the Voting Instruction Form, used to identify the financial institution/participant.

Consolidated Financial Statements

For the years ended September 30, 2022 and 2021

(Expressed in Canadian Dollars)

McGovern Hurley

Audit. Tax. Advisory.

Independent Auditor's Report

To the Shareholders of Emerita Resources Corp

Opinion

We have audited the consolidated financial statements of Emerita Resources Corp and its subsidiary (the "Company"), which comprise the consolidated statements of financial position as at September 30, 2022 and 2021, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in shareholders' equity and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at September 30, 2022 and 2021 and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards ("IFRS").

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

M^cGovern Hurley

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risks of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

M^cGovern Hurley

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner of the audit resulting in this independent auditor's report is Chris Milios.

McGovern Hurley LLP

McGavern Hurley WP

Chartered Professional Accountants Licensed Public Accountants

Toronto, Ontario January 26, 2023

Emerita Resources Corp.
Consolidated Statements of Financial Position

Expressed in Canadian Dollars

As at:		September 30, 2022	September 30, 2021
	Note	\$	\$
ASSETS
Current
Cash and cash equivalents	4	20,109,507	26,777,430
Amounts receivable	5	1,562,650	391,325
Marketable securities	6,13	74,730
Prepaid expenses		232,198	149,858
Total current assets		21,979,085	27,318,613
Long-term
Reclamation deposits	9	324,209	92,238
Equipment	7	316,729	7,944
Total assets		22,620,023	27,418,795
LIABILITIES
Current liabilities Accounts payable and accrued liabilities	13,14	1,840,379
Total liabilities		1,840,379
SHAREHOLDERS' EQUITY
Common shares	10	48,725,152
Warrant reserve	11	4,837,453	1,205,247 1,205,247 40,425,848 6,836,167
Option reserve	11	22,271,610	13,307,624
Deficit		(55,054,571)
Total shareholders' equity		20,779,644
Total liabilities and shareholders' equity		22,620,023	(34, 356, 091) 26,213,548 27,418,795
	1
Nature of operations and going concern Commitments and contingencies	17

Signed: "Catherine Stretch" _, Director

Signed: "David Gower", Director

Emerita Resources Corp.
Consolidated Statements of Loss and Comprehensive Loss
Expressed in Canadian Dollars

		Year ended September 30,
		2022		2021
	Note	\$		\$
Expenses
Project evaluation expenses	9	9,596,329		1.783,550
Consulting and management fees	14	1,432,574		1,900,406
Professional fees		128,471		63,355
Shareholder communication and filing fees		244,577		131,648
Promotion expenses		228,127		174,801
Travel expenses		104,964
Office expenses		149,004		97,373
Share-based compensation	11,14	9,092,406		13,208,973
(Loss) for the year before other items		(20, 976, 452)		(17,360,106)
Other items
Interest income		170,179		10,267
Interest expense				(987)
Foreign exchange gain		100,507		119,796
(Loss) and comprehensive (loss) for the year		(20, 705, 766)		(17, 231, 030)
(Loss) per share
Basic and diluted		\$ (0.11)	\$	(0.13)
Weighted average number of
common shares outstanding
Basic and diluted		196,045,763		136,269,264

Emerita Resources Corp.
Consolidated Statements of Changes in Shareholders' Equity
Expressed in Canadian Dollars

	Note	Number of shares	Common	Warrant	Option	Deficit	Shareholders'
		#	shares Ŝ	reserve Ŝ	reserve \$	\$	equity s
Balance, September 30, 2021		181,709,537	40,425,848	6,836,167	13,307,624	(34, 356, 091)	26,213,548
Warrants exercised	11	21.132.795	8.026.884	(1.991.428)			6,035,456
Warrants expired unexercised	11			(7.286)		7.286
Options exercised	11	1,200,000	272.420		(128, 420)		144,000
Share-based compensation	11				9,092,406		9,092,406
Loss and comprehensive loss for the year						(20,705,766)	(20,705,766)
Balance, September 30, 2022		204,042,332	48,725,152	4,837,453	22,271,610	(55,054,571)	20,779,644
Balance, September 30, 2020		85,047,396	15,416,180	659,987	621,445	(17, 162, 433)	(464, 821)
Common shares issued, net of issue costs	10	68.783.148	26.101.289				26.101.289
Warrants issued	11	÷,	(7.638.355)	7.638.355		٠	٠
Warrants exercised	11	25,558,993	5,420,940	(1,459,803)			3,961,137
Warrants expired unexercised	11		÷	(2, 372)		2.372
Options exercised	11	2.320.000	1.125.794	٠	(487.794)		638,000
Options expired unexercised	11			$\overline{\phantom{a}}$	(35,000)	35,000
Share-based compensation	11				13,208,973	$\overline{a}$	13,208,973
Loss and comprehensive loss for the year						(17, 231, 030)	(17,231,030)
Balance, September 30, 2021		181,709,537	40,425,848	6,836,167	13,307,624	(34, 356, 091)	26,213,548

Emerita Resources Corp.
Consolidated Statements of Cash Flows

Expressed in Canadian Dollars

			Year ended September 30,
		2022	2021
	Note	\$	\$
Cash (used in)/provided by:
Operating activities
(Loss) for the year		(20, 705, 766)	(17, 231, 030)
Items not involving cash:
Share-based compensation	11	9,092,406	13,208,973
Interest expense			987
Marketable securities received as property option payment	6	(74, 730)
Amortization	7	14,670	4,896
Working capital adjustments:		(618, 532)	(265, 662)
Net cash (used in) operating activities		(12, 291, 952)	(4, 281, 836)
Investing activities
Additions to equipment	7	(323, 455)	(4,963)
Increase in reclamation deposits		(231, 972)	(74, 262)
Net cash (used in) investing activities		(555, 427)	(79, 225)
Financing activities
Proceeds from issuance of common shares and warrants	10		28,175,750
Cost of issue	10		(2,074,461)
Loan repayment	12		(340,000)
Options exercised	11	144,000	638,000
Warrants exercised	11	6,035,456	3,961,137
Net cash provided by financing activities		6,179,456	30,360,426
Change in cash and cash equivalents, during the year		(6,667,923)	25,999,365
Cash and cash equivalents, beginning of year		26,777,430	778,065
Cash and cash equivalents, end of year		20,109,507	26,777,430
SUPPLEMENTAL INFORMATION
Broker warrants issued	10.11	\$	\$ 906,967

1. NATURE OF OPERATIONS AND GOING CONCERN

Emerita Resources Corp. (the "Company", or "Emerita") was incorporated on October 30, 2009 as 0865140 BC Ltd. pursuant to the Business Corporations Act (British Columbia). On January 8, 2013, the Company completed its Qualifying Transaction and ceased to be a Capital Pool Company. The Company changed its name to Emerita Resources Corp. and commenced trading as a Tier 2 Mining Issuer on the TSX Venture Exchange ("TSXV") on January 11, 2013 under the new trading symbol "EMO". The Company also trades on the OTCQB Venture Market in the United States under the trading symbol "EMOTF". The Company owns the following subsidiaries:

• A 100% interest in Emerita Resources Espana SL ("Emerita Espana"), a company incorporated on May 30, 2012 in Spain.
• A 99% interest in Emerita do Brazil Mineracao Ltda., a company incorporated on December 9, 2017 in Brazil. This subsidiary was dissolved and disposed of on September 27, 2021.

The Company is currently engaged in the acquisition, exploration and development of mineral properties. The head office and principal address of the Company is 36 Lombard Street, Floor 4, Toronto, Ontario, M5C 2X3.

The business of exploring for minerals involves a high degree of risk and there can be no assurance that the current exploration programs will result in profitable operations.

The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain mineral reserves that are economically recoverable. The recoverability of exploration and evaluation expenditures is dependent upon the establishment of a sufficient quantity of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development and upon future profitable production or proceeds from the disposition of these interests.

Although the Company has taken steps to verify title to the properties on which it is conducting its exploration activities, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, social licensing requirements, unregistered prior agreements, unregistered claims and non-compliance with regulatory and environmental requirements. The Company's property interests may also be subject to increases in taxes and royalties, renegotiation of contracts, currency exchange fluctuations and restrictions, and political uncertainty.

As at September 30, 2022, the Company has working capital of \$20,138,706 (September 30, 2021: \$26,113,366), and an accumulated deficit of \$55,054,571 (September 30, 2021: \$34,356,091). The Company has a need for equity financing for working capital and exploration and development of its properties. Because of continuing operating losses, the Company's continuance as a going concern is dependent upon its ability to obtain adequate financing and to reach profitable levels of operation. It is not possible to predict whether financing efforts will be successful or if the Company will attain profitable levels of operation. At September 30, 2022, the Company has sufficient working capital to support planned operations for the next twelve months.

These consolidated financial statements have been prepared using accounting policies applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of operations. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying consolidated financial statements. Such adjustments could be material.

1. NATURE OF OPERATIONS AND GOING CONCERN (continued)

Novel Coronavirus ("COVID-19")

The Company's operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company's operations and ability to finance its operations. Despite the severity of the COVID-19 pandemic, there were no material impacts on the Company's operations and finances for the years ended September 30, 2022 and 2021.

$2.$ BASIS OF PRESENTATION

Statement of compliance

These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and include interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The policies set out were consistently applied to all the periods presented unless otherwise noted below.

Basis of presentation

These consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information, and have been prepared using the historical cost basis, except for financial instruments carried at fair value. Furthermore, these consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiaries. All values are rounded to the nearest dollar.

These consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany transactions and balances between subsidiaries have been eliminated on consolidation. The Company holds a 50% interest in Cantabrica del Zinc ("Cantabrica"), along with its joint venture partner, the Aldesa Group. Cantabrica is reported as a joint venture in these consolidated financial statements. Refer to Note 8.

Approval of the consolidated financial statements

These consolidated financial statements of the Company for the years ended September 30, 2022 and 2021 were reviewed, approved and authorized for issue by the Board of Directors of the Company on January 26, 2023.

SIGNIFICANT ACCOUNTING POLICIES 3.

Critical judgements and estimation uncertainties

The preparation of financial statements in conformity with IFRS requires the Company's management to make judgments, estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes to the financial statements. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may differ from those estimates.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

Fair value of financial instruments

Marketable securities are measured at fair value. The estimated fair value of financial instruments, by their very nature, are subject to measurement uncertainty. The Company estimates fair value using valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

Estimation of decommissioning and restoration costs and the timing of expenditure

The cost estimates are updated annually during the life of a mine to reflect known developments, (e.g. revisions to cost estimates and to the estimated lives of operations) and are subject to review at regular intervals. Decommissioning, restoration, and similar liabilities are estimated based on the Company's interpretation of current regulatory requirements, constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration, or similar liabilities that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities.

Income, value added, withholding and other taxes

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

Share-based payments

Management determines costs for share-based payments using market-based valuation techniques. The fair value of the market-based share awards is determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviors and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Critical judgements and estimation uncertainties (continued)

Contingencies

Refer to Notes 1 and 17.

Joint arrangement

The Company has a joint arrangement with the Aldesa Group. The Company has joint control over this arrangement as under the contractual agreement with the Aldesa Group, unanimous consent is required from all parties to the agreements for certain key strategic, operating, investing and financing policies. The Company's joint arrangement is structured as a corporation (JV Company) and provides the Company and the Aldesa Group (parties to the agreements) with rights to net assets of the limited company under the arrangements. Therefore, this arrangement has been classified as a joint venture and has been recorded as an investment in associate. See Note 8.

Judgement is required to determine the type of joint arrangement that exists. This judgement involves considering its rights and obligations arising from the arrangement. An entity assesses its rights and obligations by considering the structure and legal form of the arrangement, the terms agreed by the parties in the contractual arrangement and, when relevant, other facts and circumstances.

Cash and cash equivalents

Cash and cash equivalents consist of highly liquid investments, such as quaranteed investment certificates and deposit accounts with Canadian chartered banks and Spanish banks, cashable within three months of the date of original issue.

Subsidiaries

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Generally, the Company has a shareholding of more than one half of the voting rights in its subsidiaries. The effects of potential voting rights that are currently exercisable are considered when assessing whether control exists. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions.

Joint Venture

The Company applies IFRS 11 to all joint arrangements. Under IFRS 11, investments in joint arrangements are classified as either joint operations or joint ventures, depending on the contractual rights and obligations of each investor. The Company has assessed the nature of its joint arrangement and determined it to be a joint venture. Joint ventures are accounted for using the equity method of accounting. Under this method, interests in joint ventures are initially recognized at cost and adjusted thereafter to recognize the Company's share of the post-acquisition profits or losses and movements in other comprehensive income. When the Company's share of losses in a joint venture equals or exceeds its interest in the joint venture, the Company does not recognize further losses, unless it has incurred obligations or made payments on behalf of the joint venture. Unrealized gains on transactions between the Company and its joint ventures are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the joint ventures have been changed where necessary to ensure consistency with the accounting policies adopted by the Company.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Equipment

Equipment is stated at cost, less accumulated amortization and accumulated impairment losses. Cost comprises the fair value of consideration given to acquire or construct an asset and includes the direct charges associated with bringing the asset to the location and condition necessary for putting it into use.

When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment.

Amortization is provided on a straight-line basis over the estimated useful lives of the equipment using the following number of years:

Office equipment	4 - 10 years
Office furniture	5 - 10 years
Software	3 - 5 years
Vehicles	$3 - 5$ vears

Financial Assets and Liabilities

Financial Assets

Initial recognition and measurement

Non-derivative financial assets within the scope of IFRS 9 are classified and measured as "financial assets at fair value", as either fair value through profit or loss ("FVPL") or fair value through other comprehensive income ("FVOCI"), and "financial assets at amortized costs", as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company's business model and the contractual terms of the cash flows.

All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Subsequent measurement - financial assets at amortized cost

After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate ("EIR") method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in the consolidated statements of loss. The Company's cash and amounts receivable are recorded at amortized cost.

Subsequent measurement - financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the statements of financial position with changes in fair value recognized in other income or expense in the consolidated statements of loss. The Company measures cash equivalents and marketable securities at FVPL.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Assets and Liabilities (continued)

Financial Assets (continued)

Subsequent measurement - financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Company does not measure any financial assets at FVOCI.

After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the statements of comprehensive loss. When the investment is sold, the cumulative gain or loss is not reclassified to profit or loss.

Dividends from such investments are recognized in other income in the consolidated statements of loss when the right to receive payments is established.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.

The Company's only financial assets subject to impairment are amounts receivable, which are measured at amortized cost. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. To measure estimated credit losses, amounts receivable have been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases and the decrease can be objectively related to an event occurring after the initial impairment was recognized.

Financial Liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company's financial liabilities include accounts payable and accrued liabilities, which are measured at amortized cost. All financial liabilities are recognized initially at fair value and in the case of loans payable, net of directly attributable transaction costs.

Subsequent measurement - financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in the consolidated statements of loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in other income or expense in the consolidated statements of loss.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair value of financial instruments

The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices or dealer price quotations. For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include using recent arm's length market transactions; reference to the current fair value of another instrument that is substantially the same; discounted cash flow analysis or other valuation models.

Exploration and evaluation properties

All expenditures on exploration and evaluation activities, including costs incurred to acquire and secure exploration property licenses, are recorded as project evaluation expenses until it has been established that a mineral property is commercially viable.

Development assets

When economically viable reserves have been determined and the decision to proceed with development has been approved, the expenditures related to development and construction are capitalized as construction-inprogress and classified as a component of property, plant and equipment. Costs associated with the commissioning of new assets incurred in the period before they are operating in the way intended by management are capitalized. Development expenditure is net of the proceeds of the sale of metals from ore extracted during the development phase. Interest on borrowings related to the construction and development of assets are capitalized until substantially all the activities required to make the asset ready for its intended use are complete.

Common shares

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares, warrants and share options are recognized as a deduction from equity, net of any tax effects.

Foreign currency translation

The presentation and functional currency of the Company and its subsidiaries is the Canadian dollar. Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date of the consolidated statement of financial position. Exchange differences are recognized in operations in the period in which they arise.

Income taxes

Any income tax on profit or loss for the period presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive loss, in which case the income tax is recognized in equity or other comprehensive loss.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set off the amounts, and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes (continued)

Deferred tax is provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for the initial recognition of assets or liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, on a non-discounted basis using tax rates at the end of the reporting period applicable to the period of expected realization. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Share-based payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity settled share-based transactions are set out in the equity reserves note (Note 9).

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a graded vesting basis over the period during which the employee becomes unconditionally entitled to equity instruments, based on the Company's estimate of equity instruments that will eventually vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity reserve.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

For those options and warrants that expire after vesting, the recorded value is transferred to deficit.

Loss per share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. The diluted loss per share calculation assumes that any proceeds from the exercise of dilutive stock options and warrants would be used to repurchase common shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted loss per share calculation. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive. All of the Company's outstanding stock options and warrants were anti-dilutive for the years ended September 30, 2022 and 2021.

Impairment of non-financial assets

The carrying values of equipment and other non-financial assets are assessed for impairment when indicators of such impairment exist. If any indication of impairment exists an estimate of the asset's recoverable amount is calculated. The recoverable amount is determined as the higher of the fair value less costs to sell for the asset and the asset's value in use.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of non-financial assets (continued)

Impairment is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. If this is the case, the individual assets of the Company are grouped together into cash generating units ("CGUs") for impairment purposes. Such CGUs represent the lowest level for which there are separately identifiable cash inflows that are largely independent of the cash flows from other assets or other groups of assets. This generally results in the Company evaluating its non-financial assets on a geographical basis.

If the carrying amount of the asset exceeds its recoverable amount, the asset is impaired, and an impairment loss is charged to loss to reduce the carrying amount to its recoverable amount.

A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognized. If this is the case, the carrying amount of the asset is increased to its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation/amortization, had no impairment loss been recognized for the asset in prior years. Such a reversal is recognized in loss.

Rehabilitation provisions

The Company records the present value of estimated costs of legal and constructive obligations required to restore operating locations in the period in which the obligation is incurred. The nature of these restoration activities includes dismantling and removing structures, rehabilitating mines and tailings dams, dismantling operating facilities, closure of plant and waste sites, and restoration, reclamation and re-vegetation of affected areas.

The obligation generally arises when the asset is installed, or the ground / environment is disturbed at the production location. When the liability is initially recognized, the present value of the estimated cost is capitalized by increasing the carrying amount of the related mining assets to the extent that it was incurred prior to the production of related ore. Over time, the discounted liability is increased for the change in present value based on the discount rates that reflect current market assessments and the risks specific to the liability. The periodic unwinding of the discount is recognized in operations as a finance cost. Additional disturbances or changes in rehabilitation costs will be recognized as additions or charges to the corresponding assets and rehabilitation liability when they occur. For closed sites, changes to estimated costs are recognized immediately in loss.

The Company does not currently have any such significant legal or constructive obligations and therefore, no rehabilitation provision has been recorded as at September 30, 2022 or 2021.

Future accounting changes

Certain new standards, interpretations, amendments and improvements to existing standards were issued by IASB or IFRIC that are mandatory for accounting periods beginning on or after October 1, 2022. Updates that are not applicable or are not consequential to the Company have been excluded thereof. The following have not yet been adopted and are being evaluated to determine their impact on the consolidated financial statements.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Future accounting changes (continued)

IAS 1 - In February 2021, the IASB issued 'Disclosure of Accounting Policies' with amendments that are intended to help preparers in deciding which accounting policies to disclose in their financial statements. The amendments are effective for year ends beginning on or after January 1, 2023.

IFRS 10 - Consolidated Financial Statements ("IFRS 10") and IAS 28 - Investments in Associates and Joint Ventures ("IAS 28") were amended in September 2014 to address a conflict between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture, the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. The effective date of these amendments is yet to be determined, however early adoption is permitted.

IAS 16 – Property, Plant and Equipment ("IAS 16") was amended. The amendments introduce new guidance, such that the proceeds from selling items before the related property, plant and equipment is available for its intended use can no longer be deducted from the cost. Instead, such proceeds are to be recognized in profit or loss, together with the costs of producing those items. The amendments are effective for annual periods beginning on January 1, 2022.

IAS 1 – Presentation of Financial Statements ("IAS 1") was revised in January 2020 and July 2020 to (i) clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period and align the wording in all affected paragraphs to refer to the right to defer settlement by at least twelve months and make explicit that only rights in place "at the end of the reporting period" should affect the classification of a liability; (ii) clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and (iii) make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendments are effective for annual reporting periods beginning on or after January 1, 2023.

IAS 12 – Income Taxes ("IAS 12") was amended in September 2021 to narrow the scope of the recognition exemption so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The amendments are effective for annual reporting periods beginning on or after January 1, 2023.

IAS 8 – Definition of Accounting Estimates ("IAS 8") was amended in February 2021 to replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to management uncertainty". Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves management uncertainty. The amendments clarify that a change in accounting estimate that results from new information or new developments is not the correction of an error. IAS 8 is effective for annual periods beginning on or after January 1, 2023.

Emerita Resources Corp. Notes to the Consolidated Financial Statements For the years ended September 30, 2022 and 2021

Expressed in Canadian Dollars

4. CASH AND CASH EQUIVALENTS

	September 30, September 30, 2022 (\$)	2021 $($ \$)
Cash	8,109,507	3,777,430
Guaranteed investment certificate ("GIC"), bearing interest at prime
rate minus 2.0%, redeemable anytime and maturing July 2, 2022		6,000,000
Guaranteed investment certificate ("GIC"), bearing interest at prime
rate minus 2.0%, redeemable anytime and maturing July 15, 2022		17.000.000
Guaranteed investment certificate ("GIC"), bearing interest at 3.45%
per annum, redeemable anytime and maturing September 26, 2023	8,000,000
Guaranteed investment certificate ("GIC"), bearing interest at 3.45%
per annum, redeemable anytime and maturing September 26, 2023	4,000,000
Cash and cash equivalents	20,109,507	26,777,430

5. AMOUNTS RECEIVABLE

	September 30, 2022 September 30, 2021
Sales taxes receivable- Spain	1.284.506	182.587
Sales taxes receivable- Canada	57.218	149.021
Other receivables	220,926	59.717
	1,562,650	391,325

6. MARKETABLE SECURITIES

The Company's marketable securities consist of 786,632 common shares (2021 - nil) of Western Metallica Resource Corp. ("Western") (TSXV: WMS.V). The carrying value is calculated based on the estimated fair value determined using the quoted market price of \$0.095 per share at September 30, 2022. The cost of the common shares was \$74,730 (2021 - \$nil) as at September 30, 2022 and the shares are classified in Level 1 of the fair value hierarchy. A director and officer of Western is also a director and officer of the Company. See Notes 9 and 13.

7. EQUIPMENT

				Office Equipment Office Furniture		Software		Vehicles		Total
Cost as at September 30, 2020	\$	26,712	- \$	19,411	Ś	1,881	Ŝ		Ś	48,004
Additions, 2021		3,367		1,596				$\overline{\phantom{a}}$	Ś	4,963
Disposals, 2021		(2,444)		(583)		٠		٠		(3,027)
Cost as at September 30, 2021	\$	27,635	Ŝ	20,424	Ś	1,881	Ŝ		Ś	49,940
Additions, 2022		2.634		94.618		37.247		188,956	S	323,455
Cost as at September 30, 2022	\$	30,269	- Ś	115,042	s	39,128	S	188,956	s	373,395
Accumulated amortization as at September 30, 2020	\$	22,486	- S	15,760	S	1,881 \$			Ś	40,127
Charge for the year, 2021		86		1,783						1,869
Accumulated amortization as at September 30, 2021	Ś	22,572	- Ś	17,543	s	1,881			Ś	41,996
Charge for the year, 2022		(2,026)		883				15,813		14,670
Accumulated amortization as at September 30, 2022	\$	20,546	Ŝ.	18,426	s	1,881	s	15,813	Ŝ	56,666
Net book value as at September 30, 2021	\$	5,063	- S	2,881	S	۰	Ś		Ś	7,944
Net book value as at September 30, 2022		9,723	Ŝ	96,616	Ś	37,247	Ś	173,143		316,729

As at September 30, 2022, the carrying value of equipment is comprised of \$nil in Canada (2021 - \$nil) and \$316,729 in Spain (2021 - \$7,944).

8. INVESTMENT IN AND ADVANCES TO ASSOCIATE

On October 26, 2017, the Company, along with its Spanish joint venture partner the Aldesa Group ("Aldesa"), were awarded exploration concessions in the Santanilla Syncline (the "Plaza Norte Project"). The Plaza Norte Project is in the Reocin Basin in Cantabria, Spain. In January 2022, the Company determined that the Plaza Norte Project did not have the technical merit to continue to be of strategic interest to the Company and the joint venture partners agreed to dissolve the joint venture and the project is expected to be sold or relinquished.

The Company and Aldesa each own a 50% interest in Cantabrica, a corporation registered in Spain, which is is in the process of being disposed of at September 30, 2022. There was no activity in the joint venture and the carrying value of the investment is \$nil for the years ended September 30, 2022 and 2021.

9. EXPLORATION AND EVALUATION EXPENDITURES

	IBW Project		Nuevo Tintillo Project		Sierra Alta Project		Total
Land management fees, taxes and permits	\$ 208,941	\$	8,658	\$	25,673	\$	243,272
Labour	1,385,124		394,927		142, 174		1,922,225
Drilling and geophysics	4,052,867		266,408		$\overline{\phantom{a}}$		4,319,275
Travel, meals and accomodations	28,896		2,064		$\blacksquare$		30,960
Legal fees	535,277		101,825		116,372		753,474
Field supplies	1,543,164		171,463		٠		1,714,627
Project overhead costs	558,404		125,637		3,185		687,226
Sale of option on properties					(74, 730)		(74, 730)
Year ended September 30, 2022	\$ 8,312,673	S	1,070,982	S	212,674	S	9,596,329

IBW Nuevo Tintillo Sierra Alta Project Project Project Other Total 43,962 \$ \$ \$ Land management fees, taxes and permits \$ \$ 3,837 47,799 Labour 374,221 41,580 415,801 Drilling and geophysics 336,722 $\overline{a}$ $\blacksquare$ 336,722 $\overline{a}$ Travel, meals and accomodations 24,285 $\overline{a}$ 24,285 $\overline{a}$ Legal fees 197,772 20,540 ÷, 218,312 Field supplies 413,092 413,092 $\overline{\phantom{a}}$ Project overhead costs 201,679 860 125,000 327,539 1,783,550 Year ended September 30, 2021 \$ 1,591,733 \$ \$ 66,817 \$ 125,000 \$

9. EXPLORATION AND EVALUATION EXPENDITURES (continued)

As at September 30, 2022, the Company has valid permits for three zinc and gold exploration properties in Spain and one zinc exploration property in Spain held through the Company's joint arrangement with Aldesa. which is under appeal (see Note 8). The gold properties are comprised of exploration permits that were issued by the Asturias regulatory authorities in Spain. The zinc property is comprised of exploration permits that were issued by the Andalusian and Cantabrian regulatory authorities in Spain. The zinc property issued by the Cantabrian regulatory authorities held by the joint arrangement is in the process of being cancelled.

As at September 30, 2022, the Company has paid reclamation deposits totalling \$324,029, detailed as follows:

Project	Deposit paid (\$)
Iberia Belt West	201,682
Nuevo Tintillo	58.958
Sierra Alta	48,179
Other	15.390
	324,209

a) Iberia Belt West Property (formerly called the Paymogo Project)

• The Iberia Belt West Project ("IBW Project") consists of one exploration permit and certain mineral claims in southwestern Spain.
• On September 1, 2020, Emerita was officially notified through a resolution that it was the winning $\bullet$ bidder of the IBW Project mining rights in Huelva. The Tender resolution has been issued by the Provincial Secretary of the Regional Ministry of Industry in Huelva. The resolution declares that Emerita Espana is the winning bidder of the tender. Emerita Espana is registered on the Junda de Andalusia official website as the owner of the mineral rights to the IBW Project. On July 12, 2021, the Company received the final granted resolution. The initial rights are for a period of 26 months expiring September 12, 2023 and has the right to apply to have this period extended for a further 36 months.

9. EXPLORATION AND EVALUATION EXPENDITURES (continued)

b) Nuevo Tintillo

• The Nuevo Tintillo Project consists of one exploration permit in Seville province, in the western part of the Iberian Pyrite Belt.
• The initial research permit was granted on September 12, 2014, and the expiry date of the permit was extended pending approval from the environmental authorities. On June 20, 2022, the Company received a final granted resolution, extending the exploration permit until June 20, 2025.

c) Sierra Alta Property

• The Sierra Alta Property is comprised of one exploration permit which consists of certain mining claims in the Asturias region in northwestern Spain. The Company applied for the permit on November 18, 2013 and received notice that the property had been granted on July 8, 2015. The concession was valid for a three-year term and was renewable for equal and successive periods of three years. Permit renewals were submitted in 2020, and a one-year extension was granted subsequent to September 30, 2022, extending the permit until October 19, 2023.
• On April 20, 2020, the Company signed a binding letter agreement with Western, pursuant to which Western may earn a 55% interest in the Sierra Alta project (the "Sierra Transaction"). The Company entered into an amending agreement with Western in June 2022. A director and officer of Western is also a director and officer of the Company. Refer to Note 13.
• To earn its 55% interest, Western shall:
• 1. Pay \$50,000 in cash to the Company (paid);
• 1. Issue 786,632 shares of Western to the Company (completed on September 27, 2022- see Note $6$ );
• 1. Spend \$500,000 on mineral exploration of the project prior to December 31, 2022 (completed subsequent to September 30, 2022), and;
• Enter into a binding joint venture agreement with the Company (in process). 4.

10. COMMON SHARES

Authorized

The authorized share capital consists of an unlimited number of common shares without par value.

Emerita Resources Corp. Notes to the Consolidated Financial Statements

For the vears ended September 30, 2022 and 2021

Expressed in Canadian Dollars

10. COMMON SHARES (continued)

Common Shares Issued

	Number of shares
	outstanding	Amount (\$)
Balance, September 30, 2020	85,047,396	15,416,180
Private placements, net of issuance costs (iii,iv,v)	68.783.148	26,101,289
Warrant valuations (iii, iv, v)		(6,731,388)
Broker warrant valuations (iii, iv, v)	٠	(906.967)
Warrant exercises (vi)	25,558,993	3,961,137
Valuation allocation of exercise of warrants	۰	1,459,803
Option exercise (vii)	2,320,000	638,000
Valuation allocation of exercise of options		487.794
Balance, September 30, 2021	181,709,537	40,425,848
Warrant exercises (i)	21.132.795	6.035.456
Valuation allocation of exercise of warrants	$\blacksquare$	1,991,428
Option exercise (ii)	1.200.000	144,000
Valuation allocation of exercise of options		128,420
Balance, September 30, 2022	204.042.332	48.725.152

• $(i)$ During the year ended September 30, 2022, 18,882,794 of the Company's warrants were exercised at a weighted-average price of \$0.29 per common share, and 2,250,001 of the Company's finder warrants were exercised at a weighted-average price of \$0.21 per common share, generating gross proceeds of \$6,035,456. Directors and officers of the Company exercised 2,583,558 warrants at a weighted-average price of \$0.15 per share, generating proceeds of \$387,534.
• During the year ended September 30, 2022, 1,200,000 of the Company's stock options were $(ii)$ exercised at a weighted-average price of \$0.12 per common share, generating gross proceeds of \$144,000. Directors and officers of the Company exercised 900,000 options at a price of \$0.10 per common share, generating gross proceeds of \$90,000.
• $(iii)$ On July 15, 2021, the Company completed a private placement financing by issuing 18,182,500 units at a price of \$1.10 per unit for gross proceeds of \$20,000,750. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share at a price of \$1.50 for a period of 24 months. The grant date fair value of the warrants issued was estimated at \$4,690,124 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; share price of \$0.84; expected volatility of 147.4%; risk-free interest rate of 0.44% and expected life of 2 years.

In connection with the offering, the Company paid \$1,200,045 in finders' fees and issued 1,090,950 non-transferrable finder warrants. Each finder warrant is exercisable into one common share of the Company at a price of \$1.10 per warrant until July 15, 2023. The grant date fair value of the finder warrants issued was estimated at \$609,056 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; share price of \$0.84; expected volatility of 147.4%; risk-free interest rate of 0.44% and expected life of 2 years. The Company also incurred a total amount of \$132,783 in legal and other fees in connection with the offering.

COMMON SHARES (continued) 10.

Common Shares Issued (continued)

$(iv)$ On February 23, 2021, the Company completed a private placement financing by issuing 13,636,363 units at a price of \$0.22 per unit for gross proceeds of \$3,000,000. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share at a price of \$0.30 for a period of 24 months. The grant date fair value of the warrants issued was estimated at \$717,261 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; share price of \$0.17; expected volatility of 151.6%; risk-free interest rate of 0.23% and expected life of 2 years.

In connection with the offering, the Company paid \$180,000 in finders' fees and issued 818,181 non-transferrable finder warrants. Each finder warrant is exercisable into one common share of the Company at a price of \$0.30 per warrant until February 23, 2023. The grant date fair value of the finder warrants issued was estimated at \$86,071 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; share price of \$0.17; expected volatility of 151.6%; risk-free interest rate of 0.23% and expected life of 2 years. The Company also incurred a total of \$15,750 in legal and other fees in connection with the offering,

$(v)$ On December 11, 2020, the Company completed a private placement financing by issuing 36,964,285 units at a price of \$0.14 per unit for gross proceeds of \$5,175,000. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share at a price of \$0.16 for a period of 24 months, 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 date the Company issues a news release announcing that it has elected to exercise the acceleration right. As at September 30, 2021 the acceleration right had not been exercised. The grant date fair value of the warrants issued was estimated at \$1,324,003 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; share price of \$0.10; expected volatility of 160.9%; risk-free interest rate of 0.25% and expected life of 2 years.

In connection with the offering, the Company paid \$414,000 in finders' fees and issued 2,957,142 non-transferable finder warrants. Each finder warrant is exercisable into one common share of the Company at a price of \$0.16 per warrant until December 11, 2022. The grant date fair value of the finder warrants issued was estimated at \$211,840 using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; share price of \$0.10; expected volatility of 160.9%; risk-free interest rate of 0.25% and an expected life of 2 years. The Company also incurred a total amount of \$131,883 in legal and other fees in connection with the offering.

• $(vi)$ During the year ended September 30, 2021, 3,590,944 of the Company's finder warrants were exercised at a weighted-average price of \$0.15 per common share, and 21,968,049 of the Company's warrants were exercised at a price of \$0.16 per common share, generating gross proceeds of \$3,961,137.
• During the year ended September 30, 2021, 2,320,000 of the Company's options were exercised $(vii)$ at a weighted-average exercise price of \$0.28 per share, generating gross proceeds of \$638,000.

11. EQUITY RESERVES

Warrants

The changes in warrants issued during the years ended September 30, 2022 and 2021 are as follows:

		Weighted	Value
	Number of	average	Οf
	warrants	exercise price	warrants
Balance, September 30, 2020	19,647,001	\$ 0.15	S 659,987
Exercised, October 2020	(9,900)	0.10	(750)
Granted, December 2020	21,439,284	0.16	1,535,843
Exercised, January 2021	(24,000)	0.15	(490)
Granted, February 2021	7,636,362	0.30	803,332
Exercised, February 2021	(1,021,600)	0.15	(22, 017)
Exercised, March 2021	(71, 400)	0.15	(5,202)
Exercised, April 2021	(177,066)	0.10	(13, 410)
Exercised. May 2021	(12,071,394)	0.15	(696, 799)
Expired, May 2021	(31, 320)	0.10	(2,372)
Exercised, June 2021	(4,094,270)	0.16	(231, 259)
Granted, July 2021	10,182,200	1.46	5,299,180
Exercised, July 2021	(7, 231, 165)	0.16	(439, 755)
Exercised, August 2021	(498, 913)	0.16	(30, 453)
Exercised, September 2021	(359, 285)	0.15	(19, 668)
Balance, September 30, 2021	33,314,534	\$ 0.58	\$ 6,836,167
Exercised, October 2021	(1,088,927)	0.59	(223, 360)
Exercised, November 2021	(10, 332, 256)	0.29	(1,048,955)
Exercised, December 2021	(617, 500)	0.32	(50, 998)
Exercised, January 2022	(660, 318)	0.29	(60,098)
Exercised, February 2022	(951, 700)	0.83	(264, 583)
Exercised, March 2022	(561, 428)	0.27	(52, 272)
Exercised, May 2022	(650,000)	0.15	(13, 260)
Exercised, June 2022	(1, 138, 300)	0.15	(40, 700)
Exercised, July 2022	(3,904,554)	0.15	(147, 835)
Exercised, August 2022	(1, 150, 312)	0.15	(83, 815)
Expired, August 2022	(100, 003)	0.15	(7, 286)
Exercised, September 2022	(77, 500)	0.16	(5, 552)
Balance, September 30, 2022	12,081,736	1.11 \$	\$ 4,837,453

During the year ended September 30, 2022, 100,003 of the Company's warrants expired unexercised and \$7,286 was transferred to deficit (year ended September 30, 2021: 31,320 warrants expired and \$2,372 transferred to deficit).

$11.$ EQUITY RESERVES (continued)

Warrants (continued)

The following summarizes the warrants outstanding as of September 30, 2022:

Number	Number			Exercise	grant date		Risk-free		Expected Expected
outstanding	exercisable	Grant	Expiry	price	fair value	Volatility	interest	life (Yrs)	dividend
#	#	date	date				rate	#	yield
2.665.000	2.665.000		11-Dec-20 11-Dec-22	\$0.16	190.912	161%	0.25%	2.00	0%
613.636	613.636		23-Feb-21 23-Feb-23	\$0.30	64.553	152%	0.23%	2.00	0%
7.847.150	7.847.150	15-Jul-21	15-Jul-23	\$1.50	4.048.300	147%	0.44%	2.00	0%
955.950	955.950	15-Jul-21	15-Jul-23	\$1.10	533.688	147%	0.44%	2.00	0%
12,081,736	12,081,736				4,837,453

The weighted-average remaining contractual life of the warrants as of September 30, 2022 is 0.64 years (September 30, 2021: 1.31 years).

Share-based payments

The changes in stock options issued during the years ended September 30, 2022 and 2021 are as follows:

		Weighted	Estimated
	Number of	average	grant date
	options	exercise price	fair value
Balance, September 30, 2020	5,020,000	\$ 0.16	\$ 621,445
Granted, February 2021	5,450,000	0.18	874,725
Exercised, February 2021	(100,000)	0.10	(8,919)
Granted, March 2021	525,000	0.28	139,128
Granted, April 2021	300,000	0.25	63,870
Exercised, May 2021	(800,000)	0.14	(91,522)
Granted, June 2021	200,000	1.10	228,623
Exercised, June 2021	(350,000)	0.27	(75, 124)
Granted, July 2021	7,200,000	1.86	11,902,626
Exercised, July 2021	(40,000)	0.35	(14,000)
Exercised, August 2021	(830,000)	0.37	(248, 228)
Expired, August 2021	(100,000)	0.50	(35,000)
Exercised, September 2021	(200, 000)	0.50	(50,000)
Balance, September 30, 2021	16,275,000	\$ 0.92	\$13,307,624
Exercised, December 2021	(650,000)	0.10	(57,972)
Exercised, January 2022	(200,000)	0.18	(32, 100)
Granted, February 2022	3,670,000	2.75	8,878,782
Exercised, March 2022	(100,000)	0.18	(16,050)
Granted, April 2022	100,000	2.43	213,624
Exercised, June 2022	(250,000)	0.10	(22,298)
Balance, September 30, 2022	18,845,000	\$ 1.33	\$22,271,610

EQUITY RESERVES (continued) 11.

Share-based payments (continued)

On February 4, 2022, the Company granted a total of 3,670,000 stock options to directors, officers and consultants of the Company pursuant to its stock option plan. The options vested immediately and may be exercised at a price of \$2.75 per option for a period of 5 years from the date of grant. The fair value of the stock options was estimated at \$8,878,781 using the Black-Scholes pricing model, with the following weighted average assumptions: expected dividend yield 0%, stock price \$2.75, expected annual volatility 137%, riskfree interest rate 1.71% and expected average life 5 years. Directors and officers were granted 3,200,000 options, with a fair value of \$7,741,717.

On April 14, 2022, the Company granted a total of 100,000 stock options to a consultant of the Company pursuant to its stock option plan. The options vested immediately and may be exercised at a price of \$2.43 per option for a period of 5 years from the date of grant. The fair value of the stock options was estimated at \$213,624 using the Black-Scholes pricing model, with the following weighted average assumptions: expected dividend yield 0%, stock price \$2.43, expected annual volatility 136%, risk-free interest rate 2.61% and expected average life 5 years.

During the year ended September 30, 2022, 1,200,000 of the Company's options were exercised at a weighted-average exercise price of \$0.12, generating proceeds of \$144,000 (year ended September 30, 2021: 2,320,000 options exercised generating proceeds of \$638,000). Directors and officers of the Company exercised 900,000 options, generating proceeds of \$90,000. The Company's weighted-average share price at the time of option exercise was as follows:

		Weighted-average
	Options Exercised	Share Price
Year ended September 30, 2022	1.200.000	\$2.69
Year ended September 20, 2021	2.320.000	\$1.27

On February 5, 2021, the Company granted a total of 5,450,000 stock options to directors, management, and consultants of the Company pursuant to its stock option plan. The options vested immediately and may be exercised at a price of \$0.18 per option for a period of 5 years from the date of grant. The fair value of the stock options was estimated at \$874,726 using the Black-Scholes pricing model, with the following weighted average assumptions: expected dividend yield 0%, stock price \$0.18, expected annual volatility 143%, riskfree interest rate 0.48% and expected average life 5 years. Directors and officers were granted 3,900,000 options, with a fair value of \$625,951.

On March 1, 2021, the Company granted 500,000 stock options to a consultant of the Company pursuant to its stock option plan. The options vested immediately and may be exercised at a price of \$0.28 per option for a period of 5 years from the date of grant. The fair value of the stock options was estimated at \$132,728 using the Black-Scholes pricing model, with the following weighted average assumptions: expected dividend yield 0%, stock price \$0.28, expected annual volatility 173%, risk-free interest rate 0.81% and expected average life 5 years.

On March 3, 2021, the Company granted 25,000 stock options to a consultant of the Company pursuant to its stock option plan. The options vested immediately and may be exercised at a price of \$0.27 per option for a period of 5 years from the date of grant. The fair value of the stock options was estimated at \$6,400 using the Black-Scholes pricing model, with the following weighted average assumptions: expected dividend yield 0%, stock price \$0.27, expected annual volatility 173%, risk-free interest rate 0.83% and expected average life 5 years.

$11.$ EQUITY RESERVES (continued)

Share-based payments (continued)

On April 14, 2021, the Company granted 300,000 stock options to a director of the Company pursuant to its stock option plan. The options vested immediately and may be exercised at a price of \$0.25 per option for a period of 5 years from the date of grant. The fair value of the stock options was estimated at \$63,870 using the Black-Scholes pricing model, with the following weighted average assumptions: expected dividend yield 0%, stock price \$0.225, expected annual volatility 174%, risk-free interest rate 0.95% and expected average life 5 years.

On June 25, 2021, the Company granted 200,000 stock options to a consultant of the Company pursuant to its stock option plan. The options vested immediately and may be exercised at a price of \$1.10 per option for a period of 5 years from the date of grant. The fair value of the stock options was estimated at \$228,623 using the Black-Scholes pricing model, with the following weighted average assumptions: expected dividend yield 0%, stock price \$1.20, expected annual volatility 171%, risk-free interest rate 1.00% and expected average life 5 years.

On July 29, 2021, the Company granted a total of 7,200,000 stock options to directors, management, and consultants of the Company pursuant to its stock option plan. The options vested immediately and may be exercised at a price of \$1.86 per option for a period of 5 years from the date of grant. The fair value of the stock options was estimated at \$11,902,626 using the Black-Scholes pricing model, with the following weighted average assumptions: expected dividend yield 0%, stock price \$1.86, expected annual volatility 142%, riskfree interest rate 0.81% and expected average life 5 years. Directors and officers were granted 7,000,000 options, with a fair value of \$11,571,997.

During the year ended September 30, 2021, 100,000 options expired and \$35,000 was transferred to deficit.

Options outstanding as of September 30, 2022 are as follows:

					Estimated
Number	Number			Exercise	grant date		Risk-free		Expected Expected
outstanding	exercisable	Grant	Expiry	price	fair value	Volatility	interest	life (Yrs)	dividend
#	#	date	date	\$	\$		rate	#	yield
2.050.000	2.050.000	07-Nov-19	07-Nov-24	\$0.10	182.835	167%	1.54%	5.00	0%
500,000	500,000		27-May-20 27-May-25	\$0.05	24.450	140%	0.40%	5.00	0%
4.800.000	4.800.000	05-Feb-21	05-Feb-26	\$0.18	770.401	143%	0.48%	5.00	0%
25,000	25,000	03-Mar-21	03-Mar-26	\$0.27	6.400	173%	0.83%	5.00	0%
300,000	300.000	14-Apr-21	14-Apr-26	\$0.25	63.870	174%	0.95%	5.00	0%
200.000	200.000	25-Jun-21	25-Jun-26	\$1.10	228,623	171%	1.00%	5.00	0%
7,200,000	7.200.000	29-Jul-21	29-Jul-26	\$1.86	11,902,626	142%	0.81%	5.00	0%
3.670.000	3.670.000	04-Feb-22	04-Feb-27	\$2.75	8.878.781	137%	1.71%	5.00	0%
100,000	100.000	14-Apr-22	14-Apr-27	\$2.43	213.624	136%	2.61%	5.00	0%
18845000	18845000				22 271 610

The weighted average remaining contractual life of the options as at September 30, 2022 is 3.59 years (September 30, 2021: 4.33 years).

12. CAPITAL MANAGEMENT

The Company manages and adjusts its capital structure based on available funds in order to support the acquisition, exploration and development of mineral properties. The Board does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company considers its capital to consist of common shares, warrants and options.

The properties in which the Company currently has an interest are in the exploration and evaluation stage; as such, the Company is dependent on external financing to fund its activities. In order to carry out planned exploration and evaluation and pay for administrative costs, the Company must raise additional amounts.

The Company may continue to assess new properties and may seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach. given the relative size of the Company, is reasonable. There were no significant changes in the Company's approach to capital management during the years ended September 30, 2022 and 2021.

The Company and its subsidiaries are not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSX Venture Exchange ("TSXV") which requires adequate working capital or financial resources of the greater of (i) \$50,000 and (ii) an amount required to maintain operations and cover general and administrative expenses for a period of 6 months.

On December 7, 2018, the Company entered into a loan agreement with an unrelated party for a total principal amount of \$250,000. The loan was secured, and interest accrued at 18% per annum. The loan was due and payable on December 5, 2020, settled either in cash or shares at the lender's option. On December 16, 2020, the loan was repaid in full. The total amount paid by the Company, including principal and accrued interest, was \$340,000.

$13.$ FINANCIAL INSTRUMENTS

Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

• a) Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
• b) Level 2 Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and
• c) Level 3 Inputs for assets and liabilities that are not based on observable market data.

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

The Company's financial instruments include cash and cash equivalents, amounts receivable, marketable securities, and accounts payable and accrued liabilities. The carrying values of these financial instruments reported in the statement of financial position approximate their respective fair values due to the relatively short-term nature of these instruments. As at September 30, 2022, the Company's financial instruments that are carried at fair value, being cash equivalents and marketable securities, are classified as Level 2 and Level 1, respectively, within the fair value hierarchy.

$13.$ FINANCIAL INSTRUMENTS (continued)

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

(a) Credit risk

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to the counterparty by the Company where a legal right of set-off exists and also includes the fair values of contracts with individual counterparties which are recorded in the financial statements.

a. Trade credit risk

As at September 30, 2022, the Company has recorded \$1,341,724 in sales tax receivable from the Canadian and Spanish tax authorities. Any potential reassessment subsequent to the financial statement reporting date could have a material effect on the Company's financial condition and results of operations.

b. Cash and cash equivalents

In order to manage credit and liquidity risk the Company's policy is to invest only in highly rated, investment grade instruments Limits are also established based on the type of investment, the counterparty and the credit rating.

(b) Currency risk

Currency risk is the risk that the fair value of, or future cash flows from, the Company's financial instruments will fluctuate because of changes in foreign exchange rates. The Company's foreign currency risk arises primarily with respect to the Euro from its property interests in Spain, and US dollars from operations. Fluctuations in the exchange rates between these currencies and the Canadian dollar could have a material effect on the Company's business, financial condition and results of operations. The Company does not engage in any hedging activity to mitigate this risk.

As at September 30, 2022 and 2021, the Company had the following financial instruments denominated in foreign currency (expressed in Canadian dollars):

September 30, ZUZZ
	Euro	US dollars
Cash	2.924.145 \$	6.660
Accounts payable and accrued liabilities	(1.639.132)	(16.011)
	1.285.013	(9.351)

September 30, 2021

$R_{\text{sub}}$

	Euro		US dollars
Cash	460.166	- \$	13.23 4
Accounts payable and accrued liabilities	(458.801)
	1.365

A 10% strengthening (weakening) of the Canadian dollar against the Euro would decrease (increase) net loss by approximately \$128,500 (2021 - \$140).

A 10% strengthening (weakening) of the Canadian dollar against the US dollar would decrease (increase) net loss by approximately $$(900)$ (2021 - \$1,300).

13. FINANCIAL INSTRUMENTS (continued)

(c) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. At September 30, 2022, the Company had a cash and cash equivalents balance of \$20,109,507 (September 30, 2021 - \$26,777,430) to settle current liabilities of \$1,840,379 (September 30, 2021 - \$1,205,247). The Company's trade payables have contractual maturities of less than 30 days and are subject to normal trade terms.

(d) Commodity / equity price risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, as they relate to gold, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. Commodity price risk is remote as the Company is not a producing entity.

(e) Price risk of marketable securities

The Company is exposed to market risk in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favourable prices.

RELATED PARTY TRANSACTIONS 14.

As at September 30, 2022, an amount of \$14,432, included in accounts payable and accrued liabilities, was owed to directors and officers of the Company (September 30, 2021: \$199,617). The amounts outstanding on fees are unsecured, non-interest bearing, with no fixed terms of repayment.

As at September 30, 2022, an amount of \$78,851, included in amounts receivable, was owed to the Company by Western (September 30, 2021: \$nil). The Company has common directors and officers with Western.

As at September 30, 2022, an amount of \$134,864, included in amounts receivable, was owed to the Company by an officer and director of the Company (September 30, 2021: \$23,541). The amounts outstanding are unsecured, non-interest bearing, with no fixed terms of repayment.

On April 20, 2020, the Company signed a binding letter agreement with Western, pursuant to which Western would earn a 55% interest in the Sierra Alta project. A director and officer of Western is also a director and officer of the Company. See Notes 6 and 9.

Compensation of key management personnel of the Company

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. During the years ended September 30, 2022 and 2021, the remuneration of directors and other key management personnel are as follows:

14. RELATED PARTY TRANSACTIONS (continued)

	Year ended September 30,
		2022		2021
Management fees	æ.	1.003.446	- \$	1,366,691
Share-based compensation		7.741.717		12.261,818
Total		8,745,163		13.628.509

In connection with the July 15, 2021 private placement (see Note 10(iii)), a director of the Company subscribed for 6,800 units of the offering, for gross proceeds of \$7,480.

See Note 10 for disclosure of warrants and options exercised by directors and officers of the Company.

See also Note 17.

$15.$ SEGMENT INFORMATION

The Company conducts its business as a single operating segment, being mineral exploration and evaluation in Spain. The following tables summarize the total assets and liabilities by geographic segment as at September 30, 2022 and 2021:

September 30, 2022	Spain		Canada	Total
Cash and cash equivalents	\$ 2,924,145	\$	17,185,362	\$ 20,109,507
Other current assets	1,590,675		278,903	1,869,578
Reclamation deposits	324,209			324,209
Equipment	316,729			316,729
Total Assets	\$ 5,155,758	\$	17,464,265	\$ 22,620,023
Accounts payable and accrued liabilities	\$ 1,639,132	S	201,247	\$ 1,840,379
Total liabilities	\$ 1,639,132	\$	201,247	\$ 1,840,379
September 30, 2021	Spain		Canada	Total
Cash	\$ 460,166	\$	26,317,264	\$ 26,777,430
Other current assets	326,269		214,914	541,183
Reclamation deposit	92,238			92,238
Equipment	7.944			7,944
Total Assets	\$ 886,617	\$	26,532,178	\$ 27,418,795
Accounts payable and accrued liabilities	\$ 458,801	\$	746,446	\$ 1,205,247

$15.$ SEGMENT INFORMATION (continued)

The following tables summarize the loss by geographic segment for the years ended September 30, 2022 and 2021:

September 30, 2022	Spain		Canada	Total
Other income	\$	\$	$(170, 179)$ \$	(170, 179)
Project evaluation expenses	9.596.329			9,596,329
General and administrative expenses			11,380,123	11,380,123
Foreign exchange (gain)			(100,507)	(100, 507)
Loss	\$ 9,596,329	S	11,109,437 S	20,705,766
September 30, 2021	Spain		Canada	Total
Other income	\$	\$	$(10, 267)$ \$	(10, 267)
Project evaluation expenses	1,783,550			1,783,550
General and administrative expenses			15,577,543	15,577,543
Foreign exchange (gain)			(119, 796)	(119,796)
Loss	1,783,550		15,447,480	17.231.030

16. INCOME TAXES

Provision for income taxes

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2021 $-26.5\%$ ) to the effective tax rate is as follows:

	2022 S	2021 S
(Loss) before income taxes	(20, 705, 766)	(17, 231, 030)
Expected income tax recovery based on statutory rate	(5,487,000)	(4, 566, 000)
Adjustment to expected income tax recovery:
Share based compensation	2,409,000	3,500,000
Expenses not deductible for tax purposes and other	(556,000)	(448,000)
Change in foreign exchange rates	(1, 285, 000)	90,000
Difference in tax rates	(329,000)	(55,000)
Change in benefit of tax assets not recognized	5,248,000	1,479,000
Deferred income tax provision (recovery)

Deferred income taxes

Deferred taxes are a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities.

Expressed in Canadian Dollars

16. INCOME TAXES (continued)

	2022	2021
Temporary Differences
Non-capital loss carry-forwards	35,375,000	17,032,000
Share issue costs	1,326,000	1,852,000
Other temporary differences	299,000	299,000
Total	37,000,000	19,183,000

Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can use the benefits.

Non-capital losses of \$15,665,000 in Canada expire between 2033 and 2042. Non-capital losses of €11,227,000 (\$19,710,000) in Spain expire between 2030 and 2040.

COMMITMENTS AND CONTINGENCIES $17.$

The Company's exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company expects to make expenditures to comply with such laws and regulations.

The Company is party to certain management contracts. These contracts contain minimum commitments of approximately \$530,000 (2021 - \$592,000) and additional contingent payments of up to approximately \$1,890,000 (2021 - \$2,130,000). As a triggering event has not taken place, the contingent payments have not been reflected in these consolidated financial statements.

Officers of the Company will receive aggregate bonus payments totaling \$400,000 upon the award of the Aznalcóllar Project in Spain and the completion of a subsequent financing. As a triggering event has not yet taken place, these contingent payments have not been reflected in these consolidated financial statements.

The Company is subject to various claims, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable and the amounts are estimable. Although the outcome of such matters cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material adverse effect on the Company's financial condition, operations or liquidity.

The Company's joint venture agreement with the Aldesa Group requires the Company to invest an additional €1,250,000 in the development of the Plaza Norte project should the project advance to later phases. It is not currently known whether the Plaza Norte project will advance to a stage where this investment is required. therefore the expenditure has not been reflected in these consolidated financial statements.

18. SUBSEQUENT EVENTS

Subsequent to September 30, 2022, 3,278,636 of the Company's warrants were exercised, generating proceeds of \$610,491.

See also Note 9.

Date: January 26, 2023

This Management's Discussion and Analysis ("MD&A") provides a discussion and analysis of the financial condition and results of the operations of Emerita Resources Corp. (individually or collectively with its subsidiaries, as applicable, "Emerita" or the "Company"), to enable a reader to assess material changes in the financial condition and results of operations as at and for the years ended September 30, 2022 and 2021. The MD&A should be read in conjunction with the audited consolidated financial statements as at and for the years ended September 30, 2022 and 2021. All amounts included in the MD&A are expressed in Canadian dollars, unless otherwise specified.

The Company's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as published by the International Accounting Standards Board. Please refer to Note 3 of the annual audited consolidated financial statements as at and for the years ended September 30, 2022 and 2021 for disclosure of the Company's significant accounting policies.

Additional information about the Company may be found on SEDAR at www.sedar.com.

The scientific and technical contents of this MD&A have been reviewed and approved by Mr. Joaquin Merino-Marquez, P.Geo., President of the Company and a Qualified Person under National Instrument 43-101 ("NI 43-101"). As the President of the Company, Mr. Merino-Marquez is not considered independent.

The audit committee of the Company has reviewed this MD&A and the consolidated financial statements for the years ended September 30, 2022 and 2021, and the Company's Board of Directors approved these documents prior to their release.

Overview and Strategy

Emerita is a publicly traded Canadian exploration and development company listed on the TSX Venture Exchange ("TSXV") and OTCQB Venture Market. The Company is engaged in the acquisition, exploration and development of mineral properties with a primary focus on exploring in Spain. Exploration is conducted through the Company's wholly owned Spanish subsidiary, Emerita Resources Espana S.L. ("Emerita Espana").

The Company currently has four exploration properties in Spain, which are described in detail below under the sections entitled, "Mineral Exploration Properties - Spain". Presently, the primary focus of the Company's activities is on its projects in the Iberian Pyrite Belt in southern Spain. The Company continues to review project submissions and data from various sources with a view to identifying opportunities that could create value for its shareholders.

Summary of Properties and Projects

Mineral Exploration Properties - Spain

The Company has interests in four exploration properties; (i) Iberia Belt West, located in Huelva Province in southwestern Spain; (ii) Nuevo Tintillo located in Seville Province adjacent to the past producing Aznalcollar Mine property and presently producing Rio Tinto Mine; (iii) Sierra Alta, located in the Asturias region in northwestern Spain, and (iv) Plaza Norte, located in the Reocin mining camp in Cantabria, northern Spain. Each of the properties is comprised of exploration permits that were issued by the Andalusian, Asturian, and Cantabrian authorities, respectively.

Iberia Belt West ("the IBW Project")

On September 1, 2020, Emerita was officially notified through a resolution that it was the winning bidder of the IBW mineral rights in Huelva. The Tender resolution has been issued by the Provincial Secretary of the Regional Ministry of Industry in Huelva. The resolution declares that Emerita España is the winning bidder of the tender. Emerita España is registered on the Junta de Andalusia official website as the owner of the mineral rights to the IBW Project.

The IBW Project is hosted within the renowned Iberian Pyrite Belt, one of the most productive volcanogenic massive sulfide (VMS) terranes in the world. The IBW Project encompasses three polymetallic deposits. From east to west: La Infanta, El Cura, and Romanera. The area has a long history of mining activity that dates back as far as Roman times. Previous exploration of the deposits was conducted by major companies including Asturiana, RTZ and Phelps Dodge in the 1970's and 1980's. The IBW Project is located in the western part of the belt, adjacent to the border with Portugal, approximately 170km west of Seville and 50km from the port city of Huelva. The Project extends along a strike length of approximately 12km. Access to the IBW Project is excellent via paved and all-weather gravel roads.

The Romanera deposit was drilled primarily by Minera Rio Tinto in the 1990's and is reported to contain 34 million tonnes grading 0.42% copper, 2.20% lead, 2.3% zinc, 44.4g/t silver and 0.8g/t gold, within which there is a higher-grade resource of 11.21 million tonnes grading 0.40% copper, 2.47% lead, 5.50% zinc, 64.0 g/t silver and 1.0 g/t gold (The Volcanic Hosted Massive Sulphide Deposits of the Iberian Pyrite Belt, Garcia-Cortes ed., 2011). A qualified person, as defined by NI 43-101, has not done sufficient work on behalf of Emerita to classify the historical estimate reported above as current mineral resources or mineral reserves, and Emerita is not treating the historical estimate as such. The historical estimate should not be relied upon. The deposit extends from surface to approximately 350 metres depth on historical drilling. The mineralization remains open for further expansion down dip beyond the limits of the existing drilling.

The La Infanta mineralized zone has been drilled from surface where it outcrops to a depth of approximately 100 metres. Numerous high-grade intercepts occur within the zone, and it remains open for expansion at shallow depths. La Infanta is located approximately 8km to the east of the Romanera deposit.

The Company has completed the compilation of a comprehensive digital database from the historical work which was well preserved in hard copy. For the Romanera and Infanta deposits at the IBW Project there were 51 and 48 historical drill holes available, respectively, including survey data and assays. A complete list of the drill hole results for both the Infanta and Romanera deposits can be found in the Company's press releases dated September 9, 2020 and October 15, 2020, respectively.

With the digital databases in place, three-dimensional models of the mineralized zones were developed and used for target generation in the ongoing diamond drill program.

The three selected areas are aligned along an approximate east-west direction and are separated from each other by approximately 4km. The three mineralized zones occur within a discrete rhyolitic to dacitic unit. It is possible that there are other non-outcropping lenses besides those already known.

The Company has outlined the mineralized zone related to the Infanta deposit for at least 1,200 meters along strike and has confirmed the extent of the high-grade zone identified by previous drilling. Drilling continues on the Infanta deposit with one drill. The Company is engaged in a 70,000-meter diamond drill program focused primarily on the Romanera deposit, which is the largest deposit on the property based on historical work. Emerita is fully financed to complete this program. Currently, fourteen drills are active on that program with a target of completing the delineation in Q1 - 2023.

IBW Project - Outlook

The initial drill program at Infanta has been designed to test the full 1.2 km strike length of the mineralization and test the depth extent to approximately 400 meters down dip. There are 48 historical holes drilled delineating the deposit to date, and the program will move from the known mineralization and step out systematically along strike and down dip to establish a NI 43-101 compliant mineral resource estimate for the deposit. The Company has completed protocols with respect to safe work practices relating to managing the present pandemic situation as an important part of project implementation.

On February 4, 2021, the Company received approval of the restoration plan for the planned drill program. Historical drilling on this zone intersected very high-grade mineralization and drilling only extended to approximately 110 metres depth. The mineralized zone at Infanta remains open down dip and along strike.

On July 14, 2021 the Company initiated the first drill campaign in La Infanta. The drill program was aimed to test the historical results and extend the mineralized lenses along strike and at depth. In order to expedite the drill program at La Infanta, the Company added a second drill rig on July 20, 2021. The first results were announced on August 13 and August 20, 2021, as presented in the following table. The drilling to date indicates good correlation with the historical drilling in grades and widths.

DDH	azimuth	dip	depth (m)	FROM	TO	Width (m)				Cu_% Pb_% Zn_% Au_g/t Ag_g/t
IN001			172 - 50.00 113.2		24.3 28.3	4.0	0.1	1.7	3.4	0.05	11.5
IN001					32.3 35.1	2.8	0.0	3.8	7.5	0.04	12.9
IN004		172 - 50.00	162.4		62.6 70.0	7.5	1.7	6.0	11.5	0.49	90.1
incl.				64.6	67.2	2.7	3.8		15.3 28.8	1.08	206.4
IN003		172 -50.00	112.8		86.2 102.4	16.2	1.2	5.1	10	0.42	120
incl.				86.2	91.2	5.0	3.8		15.6 30.5	1.22	372.8

On August 13 and August 20, 2021, the Company announced initial La Infanta drill results as follows:

	DDH azimuth dip $\begin{vmatrix} \text{depth} & \text{if } \text{ROM} \ \text{if } \text{if } \text{min} \end{vmatrix}$ TO $\begin{vmatrix} \text{Width} & \text{Cu} \leq \text{N} & \text{Pb} \leq \text{C} & \text{Zn} \leq \text{Au}_g/\text{N} \ \text{if } \text{min} & \text{min} & \text{min} & \text{min} \end{vmatrix}$
IN002	172			-50 54.6 31.5 34.5 3.0 0.6 2.4 4.1						0.22	40.3
IN005	172	-50	92.5	57.4	60.0	2.6		2.3 13.8	22.3	0.21	98.2
IN006	172	-50	84.6		49.3 52.5		$3.2\quad 2.2$	7.9	9.1	0.44	150.8
IN007	172	-50	63	26.1	29.4		3.3 1.7 4.2		7.9	0.36	110.2
incl.	172	-50	63	33.4	35.4	2.0	0.6	1.4	2.9	0.05	27.5
IN008	172		-50 126.6	64.5	75.6	11.1		3.6 15.1	27.8	0.80	319.3

On September 8, 2021, the Company announced La Infanta drill results as follows:

On October 4, 2021, the Company announced La Infanta drill results as follows:

DDH	azimuth	dip	depth (m)	FROM	то	Width (m)				Cu_% Pb_% Zn_% Au_g/t $\text{Ag_g/t}$
IN009	172	-50	170.3	104.2	114.7	10.5	0.9	1.9	3.4	0.36	55.3
incl.				104.2 108.4		4.1	0.8	3.1	5.5	0.56	104.0
incl.				110.3 111.2		0.9	4.4	0.3	0.7	0.76	72.0
IN010	172		$-50$ 128.7		99.2 103.7	4.5	2.4	11.2	21.1	0.54	153.2
IN011	172	-50	57.2	25.8	32.8	7.1	0.3	1.6	3.2	0.23	32.8
incl.				26.8	27.6	0.8	1.2	3.8	7.3	0.70	90.0
incl.				30.2	30.8	0.6	1.9	9.4	17.4	0.46	188.0
IN012	172	-50	155.1	93.8	94.6	0.8	0.9	3.6	6.5	0.46	110.0
				127.6 128.4		0.8	0.2	6.2	6.6	0.11	48.0
IN013	172		$-50$ 189.3	135.6	137.8	2.2	2.6	4.6	7.1	0.28	196.2
				139.5	141.2	1.7	1.0	4.3	7.4	0.31	95.0

On October 22, 2021, the Company announced La Infanta drill results as follows:

DDH	azimuth	dip	depth (m)	FROM TO		Width (m)				Cu_% Pb_% Zn_% Au_g/t Ag_g/t
IN014	172		$-52$ 108.5	84.7	90.4	5.7	2.4	7.3	13.4	0.60	225.0
IN015	172		$-52$ 56.2	26.1	30.1	4.0	0.5	2.2	4.3	0.30	50.5
incl.				27.1	29.1	2.0	0.9	4.3	8.1	0.40	87.0
IN016	172		$-50$ 103.8	65.8	70.3	4.5	1.3	3.5	6.7	0.40	172.3
IN018	171	-50	122	59.4	67.6	8.2	2.5	8.7	17.3	0.50	223.5
incl.				62.7	67.6	4.9		3.6 12.7	25.9	0.70	331.9

	DDH azimuth	dip	depth (M)	FROM	то	Width (m)	$Cu$ %	$Pb \%$			Zn % Aug/t Agg/t
IN017	174	-49	153.45	92.55	103.85	11.3	0.5	2.5	4.9	0.29	53.9
incl.				100.75	102.85	2.1	1.3	7.9	14.6	0.59	171.5
IN017				136.75	137.75	1.0	0.2	1.3	2.4	0.18	22.0
IN021	173		$-49$ 174.20	70.80	77.95	7.2	0.5	1.9	4.0	0.10	21.9
IN021				79.95	83.30	3.3	0.4	1.5	2.4	0.34	75.7
IN021				151.70	157.20	5.5	0.8	2.8	5.7	0.28	62.5
IN023	173		$-53$ 138.40	72.40	77.55	5.1	1.4	4.4	8.6	0.52	124.1
IN023				125.00	132.90	7.9	0.1	1.8	2.2	0.05	13.5

On November 12, 2021, the Company announced La Infanta drill results as follows:

On January 28, 2022, the Company announced La Infanta drill results as follows:

	DDH azimuth	dip	depth (m)	FROM	TO	Width (m)	$Cu2$ %	$Pb_{8}$	Zn_%	Au_g/t	Ag_g/t
IN019	172	-50	104.10	72.90	74.50	1.6	0.6	3.4	2.0	0.16	48.0
IN019				79.10	80.50	1.4	1.5	24.0	7.2	0.56	123.0
IN020	174	-50	126.70	29.75	31.80	2.1	0.5	2.4	4.5	0.13	29.9
IN020				100.90	103.90	3.0	0.2	1.1	1.9	0.34	40.3
IN022	172	-54	117.40	81.00	84.50	3.5	0.3	1.1	2.0	0.65	42.4
IN024	172	$-49$	209	96.90	100.70	3.8	0.2	3.9	5.5	0.16	14.0
incl.				96.90	98.10	1.2	0.4	8.5	7.5	0.19	28.0
IN024				175.80	179.30	3.5	1.0	2.2	3.8	0.22	76.4
IN025	174	$-52$	159.3	79.80	85.00	5.2	0.3	1.8	3.5	0.56	85.9
incl.				79.80	81.30	1.5	0.9	4.5	8.0	0.57	95.0
IN025				140.30	146.10	5.8	0.3	0.9	1.7	0.21	38.6
incl.				141.30	142.10	0.8	1.1	2.3	4.9	0.66	192.0
IN026	176	$-41$	156.8	139.80	142.00	2.2	0.2	0.8	1.2	0.24	22.7
IN027	175	-47	245.7	141.50	145.90	4.4	1.6	3.5	7.0	0.26	181.8
incl.				144.20	145.90	1.7	3.6	8.0	16.2	0.12	433.4
IN028	172	-52	203.2	109.70	111.50	1.8	0.3	1.3	2.0	0.23	26.5
IN028				165.00	168.60	3.6	0.5	3.0	3.7	0.17	22.3
incl.				165.00	167.60	2.6	0.6	3.9	4.6	0.18	29.3
IN029	175	-52	343.1	146.85	149.35	2.5	0.3	1.2	2.2	0.39	16.0
IN030	180	-47	302.10	40.4	41.4	1.0	0.0	0.0	0.1	1.62	9.0
IN031	171	$-50$	177	81.8	90.0	8.2	0.4	1.0	1.7	0.18	17.8
incl.				81.8	83.3	1.5	1.2	3.6	6.6	0.20	78.3
IN031				140.1	141.1	1.0	0.5	1.0	0.8	0.21	66.0

DDH	azimuth	dip	FROM	то	Width (m)	Cu_%	Pb %	Zn %	Au g/t	Ag g/t
IN032	170	-63	257.8	259.8	2.0	1.0	4.0	5.6	0.61	150.0
IN033	174		$-52$ 197.1	200.1	3.0	0.2	1.1	3.0	0.17	14.3
IN034	172	-50	193.5	195.5	2.1	0.3	1.2	1.4	1.09	161.6
IN035	205		$-65$ 71.9	77.4	5.5	1.2	3.3	5.9	0.41	93.9
IN036	177	-49	180.6	181.4	0.8	1.0	0.6	0.3	3.05	18.0
IN037	171		$-52$ 162.5	164.5	2.0	1.3	0.1	0.2	0.14	239.5
IN038	172	-46	104.3	105.8	1.5	1.2	4.5	7.1	0.44	145.3
IN040	173		$-66$ 309.7	311.2	1.5	0.1	6.4	9.4	0.09	25.0
IN041	179	-46	405.9	408.9	3.0	0.7	2.7	5.6	0.04	28.3
IN043	175	-48	120.6	121.9	1.4	2.6	11.7	21.6	0.16	304.4

On April 22, 2022, the Company announced La Infanta drill results as follows:

On August 4, 2022, the Company announced La Infanta drill results as follows:

	DDH azimuth dip		depth (m)	FROM	TO	Width (m)	$Cu2$ %	$Pb_{8}$	$Zn_{0}$ %	Au_g/t	Ag_g/t
IN039	176	$-62$	378.5	375.0	378.5	3.5	0.9	5.2	3.0	0.46	184.3
incl.				376.0	377.2	1.2	2.6	14.5	8.7	1.31	526.0
IN042	171	$-50$	141.5	117.5	119.5	2.0	0.0	0.1	0.0	1.54	67.0
incl.				117.5	118.5	1.0	0.0	0.1	0.0	2.33	112.0
IN045	177	$-51$	351.9	262.2	271.3	9.1	0.5	1.6	2.8	0.42	62.4
incl.				266.2	267.2	0.9	2.7	5.6	10.7	1.31	400.0
incl.				270.5	271.3	0.8	0.6	6.5	11.1	0.10	13.0
IN046	181	$-48$	373.5	136.4	137.7	1.3	0.1	0.9	1.7	0.09	16.5
IN046				206.7	213.2	6.5	0.1	1.7	2.1	0.14	17.2
incl.				208.7	209.7	1.0	0.2	4.1	3.3	0.24	39.0
IN047	180	$-61$	423.6	397.0	398.9	1.9	0.1	0.7	0.5	1.60	67.9
IN047				406.9	408.8	1.9	0.1	1.5	3.3	0.18	3.5
IN048	174	$-49$	279.5	154.2	156.2	2.0	0.0	0.2	0.3	0.0	2.5
IN049	177	$-56$	351.4	296.9	297.4	0.5	0.0	0.0	0.0	3.2	10.0
IN050	173	$-50$	188.3	81.2	84.0	2.8	0.2	1.1	2.4	0.3	19.1
IN051	179	$-47$	500.9	455.4	456.9	1.5	0.2	1.0	2.8	0.2	11.7
IN052	173	$-49$	142.4	62.8	69.0	6.2	2.1	8.3	14.3	0.63	198.3
incl.				66.2	68.2	2.0	2.9	12.5	22.2	0.60	300.5
IN053	176	$-46$	204.8	104.3	110.6	6.3	0.7	2.2	4.5	0.18	84.6
IN054	172	$-49$	248.5	220.2	223.4	3.2	1.9	9.2	17.1	0.55	226.3
incl.				222.0	223.4	1.3	3.9	20.0	36.8	0.53	401.4
IN056	168	$-50$	249.5	152.4	154.0	1.6	0.1	6.5	8.9	0.11	20.6
IN057	175	$-62$	316,0	289.9	302.7	12.8	0.2	0.8	1.4	0.23	23.2
incl.				291.9	294.0	2.1	0.6	1.6	2.9	0.56	73.8
IN059	171	$-64$	213.7	81.4	82.1	0.7	0.1	1.4	2.9	0.09	8.9

DDH	azimuth dip		depth (m) FROM TO						Width (m)
IN060	172	-50			166 96.3 97.9 1.6 1.7 3.5 7.3				0.95 71.3
IN061	172				-50 237.1 120.5 122.5 2.1		$0.4$ 1.5	2.2	0.35	40.2
IN061				191.7 196.0 4.3		0.9	1.8	5.4	0.18	55.4

On September 8, 2022, the Company announced La Infanta drill results as follows:

In Spain, there are different classifications of land with respect to environmental sensitivity as it pertains to exploration and development. The portion of the IBW Project that hosts the Infanta deposit falls within the classification where there are minimal environmental restrictions for exploration and activities. The Company has been provided with a copy of a letter from the Environment Department to the Mines Department confirming this is the case and as such there was no requirement for an environmental study for this area of the Project for the purposes of mineral exploration. In order to commence drilling, the Mines Department's regulations require that the reclamation plan filed by the Company for the diamond drill program be published for 30 working days on the government website for comment. The 30-day consultation period was completed in April 2021 and the Company proceeded with the planned diamond drill program.

The El Cura and Romanera areas of the property fall within a more restrictive category of environmental classification in terms of environmental protection to permit a drill program. Both areas require the Autorizacion Ambiental Unificada ("AAU") which was completed with the assistance of FRASA Ingenieros Consultores. The Company completed all studies required by the process including archaeological, flora and fauna studies and has documented support from the two municipalities, Puebla de Guzman and Paymogo, that encompass the project included in the filing documents.

On May 6, 2022, the Andalusian Environment Department in Huelya Province issued and published the Autorizacion Ambiental Unificada -AAU- (environmental authorization) in the official gazette approving the Company's diamond drill plan for the El Cura and Romanera areas which correspond to the west side of the Iberia Belt West. Once issued, the permits are valid for the duration of the license.

On May 10, 2022, the Company initiated the first drill campaign in Romanera.

The drilling campaign initiated at La Romanera will cover the area known from the historical drilling and the area around it. The target zone is 1,000 m along strike by at least 400 m deep and the objective is the delineation of the deposit, including potential expansions at depth and along strike. The drilling pattern will be modified according to the results obtained. In order to complete the program, the Company employed as many as 14 drill rigs, for which the services of 6 drilling companies are contracted.

	DDH azimuth dip		depth FROM	TO	(m)				Width cu_% Pb_% Zn_% Au_g/t Ag_g/t
LR002 224		-54	160.3 134.2 148.5		14.3	0.4	2.9		$3.0$ $7.61$ $311.1$
incl. incl.			136.2	144.0	7.8	0.6	2.7	0.7		9.74 372.9
			144.0	148.5	4.6	$0.2^{\circ}$	3.8	8.0		4.56 235.9

On June 23, 2022, the Company announced La Romanera drill results as follows:

DDH.	azimuth	dip	depth (m)	FROM	то	Width (m)	Cu %	Pb %		Zn_% Au_g/t	Ag_g/t
LR001	214.38	-40	530.6	452.7	461.0	8.3	0.3	0.9	0.2	0.54	140.7
LR001				493.8	502.3	8.6	0.3	0.7	1.2	1.11	43.1
LR003	183.69	$-70$	231.7	126.1	139.5	13.4	0.3	1.8	3.5	1.68	89.8
incl.				129.2	134.2	5.0	0.3	2.2	5.1	2.64	86.6
LR003				174.8	214.7	39.9	0.5	3.0	6.2	2.13	83.1
incl.				174.8	179.1	4.3	0.3	1.2	1.2	4.00	126.9
LR004	191.13	$-38$	351.6	244.3	255.3	11.0	0.4	1.6	4.5	2.19	42.0
incl.				247.6	250.2	2.6	0.2	4.1	8.9	4.32	70.4
LR004				280.5	304.7	24.3	0.5	3.2	8.2	2.77	65.9
incl.				287.9	293.9	6.0	0.6	3.6	11.5	2.46	59.3

On July 7, 2022, the Company announced La Romanera drill results as follows:

On August 4, 2022, the Company announced La Romanera drill results as follows:

DDH	azimuth	dip	depth (m)	FROM	TO	Width (m)					Cu_% Pb_% Zn_% Au_g/t Ag_g/t
LR005	224	-66	224.4	117.7	124.7	7.0	0.2	3.9	4.4	2.44	143.1
LR005				168.5	185.4	16.9	0.4	1.0	2.2	2.90	145.2
incl.				173.0	177.0	4.0	0.3	1.5	1.4	4.45	178.8
LR007	188.	-57	673.4	547.0	554.0	7.0	0.8	0.7	2.9	0.15	14.7
incl.				547.0	548.0	1.0	3.7	0.2	1.3	0.30	15.5
incl.				551.5	554.0	2.5	0.6	1.5	6.9	0.24	30.5

On September 8, 2022, the Company announced La Romanera drill results as follows:

DDH	azimuth	dip	depth (m)	FROM	TO	Width (m)	$Cu_{26}$	Pb %	Zn_%	Au_g/t	$Ag_g/t$
LR009	204	$-57$	624.8	560.7	567.4	6.7	0.3	1.4	4.2	0.84	102.4
lincl.				566.2	567.4	1.2	0.2	3.8	6.3	2.54	150.8
LR009				581.3	597.8	16.5	0.2	3.1	3.6	2.29	254.7
lincl.				581.3	584.0	2.7	0.5	5.1	0.4	6.02	776.2
lincl.				590.7	593.0	2.4	0.1	4.2	10.5	1.01	140.4
LRO13	206	-68	313.3	223.0	227.2	4.2	0.1	1.5	1.1	0.94	43.5
incl.				223.9	225.2	1.3	0.1	4.1	3.3	2.72	98.0
LR013				267.0	287.6	20.6	0.9	0.5	0.8	0.53	46.9
lincl.				268.0	270.0	2.0	0.3	2.0	2.9	2.41	125.0
lincl.				285.6	287.6	2.1	2.6	0.2	1.1	0.27	27.0
LR015	208	-73	244.8	249.4	250.4	1.0	0.4	0.1	0.4	0.92	8.0
LR015				267.4	268.5	1.1	2.2	0.0	0.1	0.19	6.3

DDH	azimuth	dip	depth (m)	FROM	то	Width (m)	Cu %	Pb %		$2n\%$ Aug/t Agg/t
LR012	210	-67	405.2	332.2	348.8	16.6	0.3	1.4	1.7	2.31	96.8
incl.				332.2	334.4	2.1	0.8	6.6	9.4	4.47	396.7
LR012				389.6	396.1	6.5	0.3	0.1	0.1	1.66	65.0
LR014	198	-61	643	595.1	610.2	15.1	0.3	1.3	6.6	0.13	61.1
LR014				610.7	616.8	6.1	0.3	2.1	10.1	0.68	98.4
LR017	190	-65	653	612.7	614.9	2.2	0.3	3.5	8.3	0.13	27.5
LR017				617.6	619.3	1.8	6.4	0.2	1.0	0.06	18.7

On September 15, 2022, the Company announced La Romanera drill results as follows:

On September 30, 2022, the Company announced La Romanera drill results as follows:

DDH	azimuth	dip	depth (m)	FROM	τо	Width (m)	Cu_%	Pb_%		$Zn_{\sim}$ % Au_g/t Ag_g/t
LR019	203	-47	384.6	302.0	333.0	31.0	0.2	0.5	0.6	1.70	37.4
lincl.				317.2	326.8	9.7	0.3	0.5	0.7	3.37	32.1
LR019				345.7	372.5	26.8	2.6	0.5	1.1	0.28	28.6
lincl.				357.0	371.0	14.0	4.3	0.8	1.7	0.33	41.7
LR023	190	-54	348.5	281.7	294.3	12.6	0.4	0.3	0.2	1.07	22.3
LR023				317.7	322.9	5.3	0.9	1.2	1.9	0.98	65.7

				On October 13, 2022, the Company announced La Romanera drill results as follows:
--	--	--	--	----------------------------------------------------------------------------------	--	--	--	--	--

DDH	azimuth	dip	depth (m)	FROM	то	Width (m)	Cu %	Pb %	Zn %	Au_g/t	$Ag_g/t$
LR018	174	$-57$	494	462.3	462.9	0.6	0.4	0.0	0.1	0.06	3.0
LR018				481.0	483.6	2.6	0.1	0.0	0.1	0.21	4.8
LR020	181	-60	354.1	281.7	298.2	16.6	0.3	0.5	0.9	1.24	58.6
lincl.				286.5	288.6	2.1	0.1	0.6	2.5	2.40	105.6
LRO24	182	$-52$	369.5	285.2	295.8	10.7	0.9	3.8	6.6	1.21	129.7
LR024				318.2	348.2	30.0	0.5	0.6	0.5	3.03	67.6
lincl.				319.8	327.3	7.5	0.3	0.9	0.1	7.24	41.6
LR028	202	$-57$	341.4	299.3	303.7	4.4	0.3	2.0	7.3	1.06	94.9
LR028				315.8	318.6	2.8	0.5	0.1	0.1	0.32	6.9

On November 3, 2022, the Company announced La Romanera drill results as follows:

DDH	azimuth	dip	depth (m)	FROM	то	Width (m)	Cu_%	Pb %	Zn %	Au_g/t	$Ag_g/t$
LR006B	209	$-55$	537.3	472.7	473.2	0.5	0.4	1.4	2.2	1.28	92.0
LR006B				478.7	519.4	40.7	0.3	0.7	0.5	1.64	32.3
incl.				497.8	502.5	4.8	0.2	1.3	1.8	4.23	64.2
incl.				516.4	518.7	2.3	0.5	0.4	0.1	8.23	51.4
LR025	177	-56	207.5	184.2	195.4	11.2	0.4	1.5	4.2	0.79	60.8
incl.				184.2	187.0	2.8	0.3	3.8	12.2	1.72	131.9
LR026	197	-56	489.8	456.9	473.2	16.3	0.4	0.2	0.4	0.65	16.0
incl.				456.9	459.7	2.8	0.6	0.2	0.0	1.97	38.6
LR030	181	$-65$	384.5	325.4	330.7	5.3	0.1	0.6	10.2	0.44	54.5
LR030				356.8	363.1	6.3	1.1	0.4	0.7	1.13	21.4
LR032	182	$-58$	391.1	360.3	367.9	7.5	0.2	0.7	1.0	1.82	43.8
incl.				361.2	364.1	2.9	0.3	0.8	0.9	3.51	65.9
LR033	204	-64	359.7	326.2	328.8	2.6	0.4	1.2	1.0	0.97	65.7

DDH	azimuth	dip	depth (m)	FROM	то	Width (m)	Cu %	Pb %		$Zn_{\infty}$ Aug/t Agg/t
LR034	224	-50	212.3	142.1	147.9	5.8	0.1	1.3	3.2	1.34	51.4
lincl.				145.1	147.9	2.8	0.1	2.3	5.9	2.51	79.5
LR035	204	-65	231.65	186.4	207.4	21.1	0.4	0.3	0.5	0.41	14.0
lincl.				191.2	193.2	2.0	0.4	0.9	2.2	2.06	27.5
LR038	182	$-70$	397	340.6	360.3	19.7	0.2	1.7	10.9	0.58	74.6
lincl.				349.4	356.3	6.9	0.2	1.9	18.2	0.88	68.3
LR038				362.3	371.2	8.8	0.8	1.8	9.9	0.10	66.4
incl.				367.3	370.5	3.2	1.8	1.4	9.9	0.10	111.4

On December 7, 2022, the Company announced La Romanera drill results as follows:

On December 20, 2022, the Company announced La Romanera drill results as follows:

DDH	azimuth	dip	depth (m)	FROM	то	Width (m)	Cu_%	$Pb_{}$ %	Zn_%	Au_g/t	$Ag_g/t$
LR016	181	-74	337	260.7	264.5	3.8	0.2	3.2	0.6	1.08	123.7
LR016				288.0	328.2	40.2	0.3	1.5	4.3	1.36	75.5
incl.				288.0	295.0	7.0	0.3	2.6	5.9	2.78	110.5
LR040	200	-53	512.55	485.4	506.0	20.6	0.3	1.0	0.6	1.54	62.3
LR044	196	-53	356.4	288.3	292.7	4.4	0.7	6.1	9.2	2.14	207.3
LR046	196	$-60$	386	308.2	315.7	7.5	0.7	0.5	0.4	2.24	132.0
LR046				319.4	341.6	22.2	1.0	0.1	0.0	0.45	72.0
LR046				359.8	362.0	2.2	1.4	0.5	1.6	0.82	37.9
LR047	198	-59	360.45	307.0	338.5	31.6	0.2	0.7	3.9	0.39	46.0
LR052	198	-65	412.7	360.2	366.5	6.3	0.6	0.1	0.1	0.51	28.6
LR052				374.6	378.8	4.2	0.9	0.1	0.0	0.32	8.5
LR057	199	-65	371.95	301.4	327.4	26.0	0.3	2.2	0.4	1.71	204.8
incl.				319.0	326.6	7.6	0.2	4.7	1.0	1.84	277.1
LR057				328.8	353.8	25.1	0.3	1.5	6.0	0.74	82.0
incl.				343.9	350.5	6.6	0.3	2.6	9.7	0.89	125.1

The Company has currently completed 106 drill holes at La Romanera, with another 14 in progress. At La Infanta, 77 drill holes have been completed to date and 1 hole is in progress. The Company is planning to complete the maiden NI 43-101 compliant mineral estimate for IBW by Q2-2023, having awarded the contract to complete the independent estimate to Wardell Armstrong International. The Company expects to complete the databases for both La Romanera and La Infanta deposits for this estimate in mid-February 2023 so the resource modeling can proceed. The Company plans to complete approximately 35 more holes by that time, and it is expected that both deposits will remain open for further expansion.

Nuevo Tintillo Property - Description

The Company applied for the group of concessions of El Tintillo on September 12, 2014. The definitive admission of the application was announced on June 8, 2021, which constituted the awarding of the concessions to the Company. The awarding was published in the BOJA, Regional Gazette of Andalucia Region, and in the BOE, the National Spanish Gazette, most recently on August 17, 2021. Emerita España is registered on the Junta de Andalusia official website as the owner of the mineral rights to the Nuevo Tintillo Project. On June 20, 2022, the Company received a final granted resolution, extending the exploration permit until June 20, 2025.

The Nuevo Tintillo project, located in Seville province, covers approximately 25km of important stratigraphy in the western part of the Iberian Pyrite Belt. The project is easily accessible by road from Seville

approximately 40km away. The giant Rio Tinto mine occurs along strike to the northwest, as does the Aguas Tendias mine and the Aznacollar Project and the Cobre Las Cruces Mine of First Quantum occur to the southeast of the Nuevo Tintillo property. There are seven known mineral occurrences and small past producers within the Nuevo Tintillo project area, and the area has not been explored systematically in decades.

In July 2022, the Company completed high-resolution airborne geophysical surveys, constituting the first mineral exploration activity in the area since the late 1980's.

In total, 15 target areas characterized by strong conductors have been prioritized within the Nuevo Tintillo property. On the west side, the extensive, strong conductors occur in the area of the small, past producing Santa Flora and Nazaret mines. These mines date to the early part of the last century before any modern exploration technology existed, yet this underexplored area is within sight of the giant Rio Tinto deposit further west. The mineralization is characterised by strong conductors, in the order of 50-80 ohm-m, and a dip to the North, very similar to what has been observed in the Tintillo deposit on the east side of the survey area.

Further details of the airborne survey can be found in the Company's press release dated July 20, 2022.

Nuevo Tintillo Property - Outlook

The Company plans to map the geology in detail and will complete detailed ground gravity surveys where appropriate to augment the regional gravimetry to search for anomalies of denser bodies in order to help prioritize the conductors. Massive sulphide masses are conductive and dense, and the two properties together with a favourable geology will determine the priority areas for further exploration. The Company plans to commence drill testing the best targets in Q1 of 2023.

Sierra Alta Property - Description

The Sierra Alta property is comprised of one exploration permit which consists of 90 mining claims comprising 2,700 hectares in the "Navelgas Gold Belt" in the Asturias region of northwestern Spain. The Company applied for the permit on November 18, 2013 and received notice that the permit for the property had been granted on July 26, 2015. The concession is valid for a three-year term and is renewable for equal and successive periods of three years. The Sierra Alta project is in a comparable geological environment to the El Valle-Boinas and Carles gold mines which operate 35 kilometres to the east of the project. Gold mineralization in the area typically occurs in high grade epithermal veins, skarns, and as intrusive related gold deposits. High grade gold samples in bedrock were identified by the Company during the initial property assessment, with grades of up to 10.65 g/t gold.

The area is characterized by extensive ancient Roman gold mine workings that align for over 10 kilometres along a NNE-SSW striking structure, of which the two largest historical excavations occur within the property boundary.

In July 2017, the restoration and investigation plan submitted to the local authorities was approved. This document initiated a three-year period of concessions and established the expiry date of the permit of July 31, 2020. The Company initiated the renewal process prior to July 31, 2020. The concessions period can be renewed for another three-year period, subject to certain conditions being satisfied. On July 5, 2021, the Asturias Regional Government accepted the submission of the Company. During deliberations, the company was entitled to continue with its exploration work.

On December 13, 2021, the Company received a resolution from the Asturian Mining Administration that authorized the extension of the research permit for gold, silver and copper, named "Sierra Alta" No. 30,840, until October 19, 2022.

At the request of the Directorate of Mines of Asturias, a new drilling, environmental and cultural heritage project was submitted on February 28, 2022. On October 31, 2022, favourable resolutions were obtained from the Department of Mines and Cultural Heritage. The Company also received a favourable resolution authorizing drilling in Sierra Alta.

On June 13, 2022, favourable resolutions were obtained from the Environment, Mines and Cultural Heritage.

On August 17, 2022, an extension of the Exploration Permit was requested. In liaison with the extension, the company submitted the environmental restoration plan for drilling, the environmental impact assessment, the exploration project and the archaeological project.

On October 19 2022, the extension of the Exploration Permit was granted to the company "Emerita Resources España SLU" until October 19, 2023.

Sierra Alta Property - Exploration

In July 2016, the Company commenced exploration on the Sierra Alta property. The initial exploration program consisted of detailed geological mapping, bedrock sampling and trenching, where required. The program was designed to identify and evaluate areas with high grade gold mineralization along more than four kilometers of strike length and prioritize the target areas for diamond drilling in a subsequent program. The initial area of focus is characterized by a high density of ancient Roman mining excavations which are distributed along a geological structure that appears to control the distribution of the mineralization.

There are two main gold geochemical anomalies within the Sierra Alta property. The anomaly in the North is approximately 3.0 kilometres long by 300 metres wide, and the one in the South is approximately 1.5 kilometres long by 200 metres wide. Recent exploration has been focused on the Northern anomaly where there is a high concentration of ancient mining excavations.

On November 3, 2017, a formal work plan was submitted by the Company to regional mining authorities. The Company received approval of the work plan which expired July 31, 2020. The Company has submitted a new work plan and is confident that it will receive approval from authorities in the coming months.

The Company has signed a binding letter agreement with Western Metallica Corp. ("Western"), a publicly traded company, pursuant to which Western may earn a 55% interest in the Sierra Alta project (the "Sierra Transaction"). Sierra Alta is a legacy project of the Company, and not presently a focus.

To earn its 55% interest, Western shall:

• 1. Pay \$50,000 in cash to the Company (paid).
• Issue 786,632 shares of Western to the Company (completed on September 27, 2022); 2.
• 1. Spend \$500,000 on mineral exploration of the project prior to December 31, 2022 (completed subsequent to September 30, 2022), and;
• Enter into a binding joint venture agreement with the Company (in process). 4.

Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), entering into the letter agreement with Western is a "related party transaction" as Joaquin Merino, Emerita's President and a member of Emerita's board, is a significant shareholder of Western and is Western's Chief Executive Officer. The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the transactions contemplated by the PPA by virtue of sections 5.5(b) and 5.7(e), respectively, of MI 61-101. The letter agreement with Western was considered and unanimously approved by the board of directors of the Company. Mr. Merino abstained from voting on this matter. The alternative for the Company to not pursuing this transaction with Western would be to divest itself of the Sierra Alta project for no consideration.

Plaza Norte Property - Description

On October 26, 2017, the Company, along with, inter alia, its Spanish joint venture partner, was awarded exploration concessions for 120 claims comprising 3,600 hectares in the Santillana Syncline (the "Plaza Norte Project"), through the public tender organized by the government of Cantabria.

The Company participated in the tender process through a joint venture company, Cantabrica del Zinc, of which the Company owns a 50% interest. The remaining ownership interest is majority held by the Aldesa Group of Companies ("Aldesa"). Aldesa is a specialized infrastructure construction group with over 40 years experience in the construction industry in Spain and internationally. Emerita and Aldesa formed a joint venture for the purpose of participating in the exploration and development of the Plaza Norte Project.

On January 28, 2022, the Company announced that Aldesa had restructured its business and that ownership of the Plaza Norte Project was no longer a strategic fit for their business. The Company has reviewed the data from the drilling conducted by the joint venture and evaluated the remaining potential. The targets are deep, between 550-750 meters, and the intercepts from the drilling to date are subeconomic at those depths. Therefore, the joint venture partners have agreed to dissolve the joint venture and the project is expected to be sold or relinquished.

Aznalcóllar Tender

On December 16, 2014, the Company submitted a detailed technical proposal, which was the final requirement for the final stage of the public tender process for the Aznalcóllar Project.

The Aznalcóllar Project is a past producing property within the Iberian Pyrite Belt that hosted the Aznalcóllar and Los Frailes open pit zinc-lead-silver mines. The focus of the project is the re-development of the Los Frailes deposit which was developed in the mid-1990s. The historical open pit mineral resource as calculated by the previous operator of the mine was estimated to be 71 million tonnes grading 3.86% zinc. 2.18% lead, 0.34% copper and 60 ppm silver. Reports by the operation's mine department and a review of the diamond drilling data for the mine indicate the existence of a higher-grade portion of the resource that was estimated by the previous mine operator to contain 20 million tonnes grading 6.66% zinc, 3.87% lead, 0.20% copper and 84 ppm silver.

On February 23, 2015, the panel evaluating the bids for the Aznalcóllar Project on behalf of the Junta of Andalusia (the "Panel") recommended that the tender be granted to one of the Company's competitors in the bidding process. On February 26, 2015, the Head of the Mine Department of the Junta Andalusia

confirmed that the tender process had been concluded and formally granted the tender to the Company's competitor, Minera Los Frailes SL ("Los Frailes"). Given the strength of its proposal, the Company initiated an appeal to the tender process on February 27,

2015 and was accepted by a Seville court judge on March 2, 2015.

The Company has been engaged in a lengthy litigation process relating to corruption and prevarication charges against officials of the outgoing Junta in Andalusia related to the public tender for the Aznalcóllar Project. In October 2019, five judges of the Appellate Court of Seville unanimously ruled in favour of Emerita's appeal of a lower court's decision to dismiss a criminal case against the Andalusian government panel responsible for awarding the Aznalcóllar Project and the former Director of Mines of the Government of Andalusia. The criminal case was re-opened, and the scope of criminal charges expanded. All testimony relating to this phase of the proceedings has now been completed.

On July 9, 2021, the Company announced that the presiding judge of Court No. 3 of Seville, Judge Patricia Fernandez, had issued new indictments for the irregularities committed in the awarding of the Aznalcollar public tender, abiding by the mandate of the Superior Court's ruling (Please see the Company's June 24, 2021 press release). This was an important development in that this was the court that initially heard the charges and until then was not fully aligned with the Superior Court's (Provincial) rulings. Upon final review of the body of evidence, the presiding judge of Court No. 3 has reconsidered the Court's position relative to earlier rulings and has increased the number of people charged with crimes as well as added an additional serious charge. The Company is now awaiting the presiding judge's resolution of the case.

According to Spanish legal counsel, laws relating to public tenders in Spain stipulate that if there is commission of a crime in the awarding of a public tender, the bid shall be disqualified, and the tender awarded to the next qualified bidder. In the case of the Aznalcóllar Project. Emerita is the only other qualified bidder. The exact timing of the legal process cannot be determined at this time and whether or not this process will result in the Company ultimately winning the rights to Aznalcóllar project remains uncertain. Emerita remains committed to working with the community of Aznalcóllar to develop the Project in an environmentally responsible manner to benefit all stakeholders.

With a successful acquisition. Emerita would commence work immediately upon receiving appropriate permits to carry out drilling on the property and complete an NI 43-101 compliant mineral resource estimate required for the completion of a feasibility study in support of development of a mining operation at the site. For a summary of the legal proceedings and summary of the Aznalcóllar Project, please refer to the news releases of October 4 and October 29, 2019, May 4, 2020, and February 10, 2021.

On October 17, 2021 the Company announced that the Administrative Court of Andalucia (the "Administrative Court") had notified the Company that it would be making a ruling in the administrative case initiated by the Company in 2015. The application to the Administrative Court was filed by Emerita in 2015 because Emerita considered the awarding of the Aznalcóllar project pursuant to the public tender process to be unfair, arbitrary and inconsistent with the well-defined rules and laws of the tender process and Spanish law.

The Company perceives the Administrative Court's notice as a very positive development as Emerita's external Spanish legal counsel ("Counsel") has advised the Company that the Administrative Court has the authority to make a determination to award the Aznalcóllar project to Emerita.

This administrative process is separate from the ongoing criminal proceedings (see the Company's press release dated October 6, 2021) regarding the alleged crimes committed in the awarding of the Aznalcóllar tender and this gives Emerita another path forward to obtaining the rights to the Aznalcóllar project. The Administrative Superior Court of Andalucia agreed to the Company's request to withhold its resolution with respect to the Aznalcóllar administrative case until the Criminal Court trial is resolved. This is viewed by the Company's external Spanish legal counsel as an important ruling as it ensures that the criminal process,

where most of the evidence has been collected, will be sufficiently advanced so that the evidence of the criminal trial can be used in the administrative case (see the Company's press release dated May 2, 2022). On November 25, 2022, the Company announced that the Third Section of the Provincial Court of Seville has set March 3, 2025 as the date for the criminal trial on the alleged crimes committed during the process of awarding the Aznalcóllar tender. The trial is an oral hearing that is expected to be completed on July 15. 2025. It was a surprise to the Company that the court date was set so far in the future. The Company is consulting with its Spanish legal counsel to explore whether anything can be done to accelerate the process.

The Court has reserved up to 40 sessions including days in March, April, May, June and July 2025. The oral trial has been scheduled at 10:00 AM (local Seville time) on the following days:

• a) March 3 and 4, 2025 (pre-trial matters) and March 31, 2025.
• b) On April 1, 2, 7, 8, 9, 21, 22 and 23, 2025.
• c) On May 12, 13, 14, 19, 20, 21, 26, 27 and 28, 2025.
• d) On June 2, 3, 4, 9, 10, 11, 16, 17, 18, 23, 24, 25 and 30, 2025.
• e) On July 1, 2, 7, 8, 9, 14 and 15, 2025.

The 16 defendants face sentences totaling up to 348 years in prison for the alleged rigging of the Aznalcóllar mining tender, including accusations of influence peddling, fraud, embezzlement and bribery.

Liquidity and Capital Resources

As at September 30, 2022, the Company had working capital of \$20,138,706 (September 30, 2021 -\$26,113,366), which included a cash and equivalents balance of \$20,109,507 (September 30, 2021 -\$26,777,430), amounts receivable of \$1,562,650 (September 30, 2021 - \$391,325), marketable securities of \$74,730 (September 30, 2021 - \$nil) and prepaid expenses and advances of \$232,198 (September 30, 2021 - \$149.858), offset by accounts payable and accrued liabilities of \$1.840.379 (September 30, 2021 - $$1,205,247$ ).

During the year ended September 30, 2022, 21, 132, 795 of the Company's warrants and 1, 200, 000 of the Company's options were exercised, generating aggregate net proceeds of \$6,179,456.

Subsequent to September 30, 2022, an additional 3,278,636 of the Company's warrants were exercised, generating additional proceeds of \$610,491.

Results of Operations

During the year ended September 30, 2022, the Company recorded a loss of \$20,705,766, or \$0.11 per share, compared with a loss of \$17,231,030, or \$0.13 per share, during the year ended September 30. 2021. The Company saw a significant increase in activity in 2022 related to its IBW Project and incurred significantly higher share-based compensation due to the appreciation in price of the Company's common shares.

Expenses incurred during the year ended September 30, 2022 included \$1,432,574 in consulting and management fees; \$472,704 in shareholder communications, filing fees, and promotional expenses; \$104,964 in travel expenses related to the Company's exploration properties; \$149,004 in office expenses for office administration services; \$128,471 in professional fees related to legal expenses and the preparation and audit of the Company's financial statements; and \$9,092,406 in share-based

compensation. During the year ended September 30, 2022, project evaluation expenses of \$9,596,329 were incurred relating to the evaluation of mineral properties in Spain.

Expenses incurred during the year ended September 30, 2021 included \$1,900,406 in consulting and management fees; \$306,449 in shareholders communications, filing fees, and promotional expenses; \$97,373 in office expenses for office administration services; \$63,355 in professional fees related to the preparation and audit of the Company's financial statements; and \$13,208,973 in share-based compensation. In addition, project evaluation expenses of \$1,783,550 were incurred, relating to the evaluation of mineral properties in Spain.

Cash flows

Year ended September 30, 2022

During the year ended September 30, 2022, the Company used cash of \$12,291,952 on operating activities. Cash used in operating activities consisted primarily of project evaluation expenses incurred on the Company's properties in Spain, share-based compensation, and corporate general and administrative expenses.

During the year ended September 30, 2022, the Company used cash of \$555,427 on investing activities, related to investments in property, plant and equipment and reclamation deposits paid in connection with the Company's exploration properties.

During the year ended September 30, 2022, financing activities generated \$6,179,456 from proceeds received from the exercise of some of the Company's outstanding warrants and stock options.

Year ended September 30, 2021

During the year ended September 30, 2021, the Company used cash of \$4,281,836 on operating activities. Cash used in operating activities consisted primarily of new project evaluation expenses incurred on the Company's properties in Spain, share-based compensation, and corporate general and administrative expenses.

During the year ended September 30, 2021, the Company used cash of \$79,225 on investing activities, related to reclamation deposits paid in connection with the Company's exploration properties and investments in property, plant and equipment.

During the year ended September 30, 2021, financing activities generated \$30,360,426 consisting of proceeds from three private placement financings and proceeds from the exercise of some of the Company's outstanding options and warrants, offset by loan repayments.

Select Annual Information

Select annual financial information for the years ended September 30, 2022, 2021 and 2020 is presented in the table below:

	2022	2021	2020
Revenues
Loss and comprehensive loss	(20, 705, 766)	(17, 231, 030)	(1, 236, 298)
Loss per share, basic	(0.11)	(0.13)	(0.02)
Total assets	22,620,023	27,418,795	1,105,001
Working capital ('000s)	20,139	26,113	(491)

Select Quarterly Information

Select quarterly financial information for the most recent eight quarters is presented in the table below:

		Operating		Gain/(loss) per
Period	Revenue (1)	costs	Gain/(loss)	share	Total assets
Q4- September 2022		5,712,669	(5,313,399)	(0.03)	22,620,023
Q3- June 2022	$\overline{\phantom{0}}$	2,721,532	(3,003,255)	(0.02)	25,646,247
Q2- March 2022		10,467,003	(10, 265, 902)	(0.05)	28,544,775
Q1- December 2021		2,075,248	(2, 123, 210)	(0.01)	28,805,215
Q4-September 2021		13,749,202	(13, 775, 717)	(0.10)	27,418,795
Q3- June 2021	-	1,386,795	(1,224,908)	(0.01)	8,526,237
Q2- March 2021		1,586,273	(1,568,270)	(0.01)	6,625,759
Q1- December 2020		637,836	(662, 135)	(0.01)	5,048,142

Explanatory Notes:

1) The Company has no sales revenues.

Financial Instruments

Financial instruments recorded at fair value on the statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

• a) Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
• b) Level 2 Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and
• c) Level 3 Inputs for assets and liabilities that are not based on observable market data.

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

The Company's financial instruments include cash and cash equivalents, amounts receivable, marketable securities, and accounts payable and accrued liabilities. The carrying values of these financial instruments reported in the statement of financial position approximate their respective fair values due to the relatively short-term nature of these instruments. As at September 30, 2022, the Company's financial instruments that are carried at fair value, being cash equivalents and marketable securities, are classified as Level 2 and Level 1, respectively, within the fair value hierarchy.

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

(a) Credit risk

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to the counterparty by the Company where a legal right of set-off exists and also includes the fair values of contracts with individual counterparties which are recorded in the financial statements.

Trade credit risk a.

As at September 30, 2022, the Company has recorded \$1,341,724 in sales tax receivable from the Canadian and Spanish tax authorities. Any potential reassessment subsequent to the financial statement reporting date could have a material effect on the Compnay's financial condition and results of operations.

b. Cash and cash equivalents

In order to manage credit and liquidity risk the Company's policy is to invest only in highly rated, investment grade instruments. Limits are also established based on the type of investment, the counterparty and the credit rating.

(b) Currency risk

Currency risk is the risk that the fair value of, or future cash flows from, the Company's financial instruments will fluctuate because of changes in foreign exchange rates. The Company's foreign currency risk arises primarily with respect to the Euro from its property interests in Spain, and US dollars from operations. Fluctuations in the exchange rates between these currencies and the Canadian dollar could have a material effect on the Company's business, financial condition and results of operations. The Company does not engage in any hedging activity to mitigate this risk.

As at September 30, 2022 and 2021, the Company had the following financial instruments denominated in foreign currency (expressed in Canadian dollars):

	Euro	US dollars
Cash	2.924.145 \$	6.660
Accounts payable and accrued liabilities	(1.639.132)	(16.011)
	1.285.013	(9.351)

September 30, 2022

September 30, 2021

	Euro		US dollars
Cash	460.166	\$.	13.231
Accounts payable and accrued liabilities	(458.801)		2
	1.365		13.229

A 10% strengthening (weakening) of the Canadian dollar against the Euro would decrease (increase) net loss by approximately \$128,500 (September 30, 2021 - \$140).

A 10% strengthening (weakening) of the Canadian dollar against the US dollar would decrease (increase) net loss by approximately \$(900) (September 30, 2021 - \$1,300).

(c) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. At September 30, 2022, the Company had a cash and cash equivalents balance of \$20,109,507 (September 30, 2021 - \$26,777,430) to settle current liabilities of \$1,840,379 (September 30, 2021 - \$1,205,247). The Company's trade payables have contractual maturities of less than 30 days and are subject to normal trade terms.

(d) Commodity / equity price risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, as they relate to gold, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. Commodity price risk is remote as the Company is not a producing entity.

e) Price risk of marketable securities

The Company is exposed to market risk in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favourable prices.

Critical Accounting Policies

The Company's significant accounting policies are described in Note 3 to the audited consolidated financial statements for the year ended September 30, 2022. The preparation of statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The following is a list of the accounting policies that management believes are critical, due to the degree of uncertainty regarding the estimates and assumptions involved and the magnitude of the asset, liability or expense being reported:

• Foreign currencies
• Exploration and evaluation properties $\bullet$

Foreign currencies

The Foreign currency translation presentation and functional currency of the Company and its subsidiary is the Canadian dollar.

Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date of the statement of financial position. Exchange differences are recognized in operations in the period in which they arise.

The Company makes expenditures and incurs costs in Euros ("EUR"), and United States Dollars ("US\$"). At September 30, 2022, one Canadian dollar was worth US\$0.7296 (September 30, 2021– US\$0.7849): and EUR 0.7472 (September 30, 2021 - EUR 0.6756). During the year ended September 30, 2022, the average value of one Canadian dollar was US\$0.7830 (September 30, 2021 - US\$0.7909); and EUR 0.7226 (September 30, 2021 - EUR 0.6616).

Project evaluation expenses

		IBW Project		Nuevo Tintillo Project		Sierra Alta Project		Total
Land management fees, taxes and permits	S	208,941	\$	8,658	\$	25,673	\$	243,272
Labour		1,385,124		394,927		142,174		1,922,225
Drilling and geophysics		4,052,867		266,408		۰		4,319,275
Travel, meals and accomodations		28,896		2,064		۰		30,960
Legal fees		535,277		101,825		116,372		753,474
Field supplies		1,543,164		171,463		$\blacksquare$		1,714,627
Project overhead costs		558.404		125,637		3.185		687,226
Sale of option on properties						(74,730)		(74, 730)
Year ended September 30, 2022	S	8,312,673	S	1.070.982	S	212.674	S	9,596,329

	IBW	Nuevo Tintillo		Sierra Alta
	Project	Project		Project		Other		Total
Land management fees, taxes and permits	\$ 43.962 \$	$\overline{\phantom{0}}$	S	3.837	-S	$\overline{\phantom{a}}$	S	47,799
Labour	374,221			41.580		$\overline{\phantom{a}}$		415,801
Drilling and geophysics	336,722			-		$\overline{\phantom{a}}$		336,722
Travel, meals and accomodations	24.285	۰		-		۰		24,285
Legal fees	197.772			20.540		-		218,312
Field supplies	413,092			-		$\overline{\phantom{0}}$		413,092
Project overhead costs	201.679			860		125.000		327,539
Year ended September 30, 2021	1,591,733 \$	۰	\$	66.817	S	125,000	S	1.783.550

Commitments and Contingencies

The Company's exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company expects to make expenditures to comply with such laws and regulations.

The Company is party to certain management contracts. These contracts contain minimum commitments of approximately \$530,500 (2021 - \$592,000) and additional contingent payments of up to approximately \$1,890,000 (2021 - \$2,130,000). As a triggering event has not taken place, the contingent payments have not been reflected in the consolidated financial statements.

Certain officers of the Company will receive aggregate bonus payments totaling \$400,000 upon the award of the Aznalcóllar Project in Spain and the completion of a subsequent financing. As a triggering event has not yet taken place, these contingent payments have not been reflected in the consolidated financial statements.

The Company is subject to various claims, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable, and the amounts are estimable. Although the outcome of such matters cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material adverse effect on the Company's financial condition, operations or liquidity.

The Company's joint venture agreement with the Aldesa Group requires the Company to invest an additional €1,250,000 in the development of the Plaza Norte project should the project advance to later phases. It is not currently not probable that the Plaza Norte project will advance to a stage where this investment is required, therefore the expenditure has not been reflected in these consolidated financial statements.

Transactions with Related Parties

As at September 30, 2022, an amount of \$14,432, included in accounts payable and accrued liabilities, was owed to directors and officers of the Company (September 30, 2021 - \$199,617). The amounts outstanding on fees are unsecured, non-interest bearing, with no fixed terms of repayment.

As at September 30, 2022, an amount of \$78,851, included in amounts receivable, was owed to the Company by Western (September 30, 2021: \$nil). The Company has common directors and officers with Western.

As at September 30, 2022, an amount of \$134,864, included in amounts receivable, was owed to the Company by an officer and director of the Company (September 30, 2021; \$23,541). The amounts outstanding are unsecured, non-interest bearing, with no fixed terms of repayment.

On April 20, 2020, the Company signed a binding letter agreement with Western, pursuant to which Western would earn a 55% interest in the Sierra Alta project. A director and officer of Western is also a director and officer of the Company.

Compensation of key management personnel of the Company

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. During the years ended September 30, 2022 and 2021, the remuneration of directors and other key management personnel are as follows:

	Year ended September 30,
		2022		2021
Management fees		1,003,446 \$		1,366,691
Share-based compensation		7.741.717		12.261.818
Total	\$.	8,745,163	-S	13,628,509

In connection with the July 15, 2021 private placement, a director of the Company subscribed for 6,800 units of the offering, for gross proceeds of \$7,480.

The disclosure of warrants and options exercised by directors and officers of the Company can be found in Note 10 of the Company's consolidated financial statements.

Risk Factors

Mining exploration inherently contains a high degree of risk and uncertainty, which even a combination of careful evaluation, experience and knowledge may not eliminate. The following are certain factors relating to the business of the Company, which investors should carefully consider when making an investment decision concerning the Company's shares. These risks and uncertainties are not the only ones facing the Company. Additional risks and uncertainties not presently known that the Company currently deems immaterial, may also impair the operations of the Company. If any such risks occur, the financial condition, liquidity and results of operations of the Company could be materially adversely affected and the ability of the Company to implement its growth plans could be adversely affected. An investment in the Company is

speculative. An investment in the Company will be subject to certain material risks and investors should not invest in securities of the Company unless they can afford to lose their entire investment. The following is a description of certain risks and uncertainties that may affect the Company.

Exploration and Mining Risks

The Company is engaged in mineral exploration and development activities. Mineral exploration and development involves a high degree of risk and few properties, which are explored and ultimately developed into producing mines. The long-term profitability of the Company's operations will be in part directly related to the cost and success of the Company's exploration programs, which may be affected by a number of factors beyond the Company's control. Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of mineral resources, any of which could result in work stoppages, damage to property, and possible environmental damage. Hazards such as unusual or unexpected formations and other conditions such as formation pressures, fire, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable machinery, equipment or labour are involved in mineral exploration, development and operation. The Company may become subject to liability for pollution, cave-ins or hazards against which it cannot insure or against which it may elect not to insure. The payment of such liabilities may have a material, adverse effect on the Company's financial position. The Company relies upon consultants and others for exploration and development expertise. Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.

Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing mineral properties is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, allowable production, importing and exporting of minerals and environmental protection.

Novel Coronavirus ("COVID-19")

The Company's operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company's operations and ability to finance its operations.

Substantial Capital Requirements and Liquidity

Substantial additional funds for the establishment of the Company's current and planned operations will be required. No assurances can be given that the Company will be able to raise the additional funding that may be required for such activities, should such funding not be fully generated from operations. Mineral prices, environmental rehabilitation or restitution, current financial conditions, revenues, taxes, capital expenditures, operating expenses and geological results are all factors which will have an impact on the amount of additional capital that may be required. To meet such funding requirements, the Company may be required to undertake additional equity financing, which would be dilutive to shareholders. Debt financing, if available, may also involve restrictions on financing and operating activities. There is no

assurance that additional financing will be available on terms acceptable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and pursue only those projects that can be funded through cash flows generated from its existing operations, if any.

Financing Risks and Dilution to Shareholders

The Company will have limited financial resources, no operations and no revenues. Even if the Company's exploration program on one or more of the properties is successful, additional funds will be required for the purposes of further exploration and development. There can be no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be available on favourable terms or at all. It is likely such additional capital will be raised through the issuance of additional equity which would result in dilution to the Company's shareholders.

Stage of Development

The Company is in the business of exploring for mineral exploration, with the ultimate goal of producing mineral resources from, its properties. None of the Company's properties have commenced commercial production and it has no history of earnings or cash flow from its operations. As a result of the foregoing, there can be no assurance that the Company will be able to develop any of its properties profitably or that its activities will generate positive cash flow. The Company's operating expenses and capital expenditures may increase in subsequent years in relation to the engagement of consultants and personnel, and the purchase of equipment associated with advancing exploration, development and commercial production of the Company's properties. The Company expects to continue to incur losses for the foreseeable future. There can be no assurance that the Company will generate any revenues or achieve profitability. A prospective investor in the Company must be prepared to rely solely upon the ability, expertise, judgment, discretion, integrity and good faith of management in all aspects of the development and implementation of the Company's business activities.

No Mineral Resources or Mineral Reserves

Resource exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are bevond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital.

The Company's properties are in the exploration stage only and, to date, no mineral resources or mineral reserves have been identified. Development of the Company's properties will follow only if favourable exploration results are obtained. The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. There is no assurance that any mineral resources or mineral reserves will be identified or developed. The long-term profitability of the Company's operations will in part be directly related to the costs and success of its exploration programs, which may be affected by a number of factors.

Substantial expenditures are required to establish mineral resources and mineral reserves and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that

minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

Fluctuating Mineral Prices

The economics of mineral exploration are affected by many factors beyond the Company's control, including commodity prices, the cost of operations, variations in the grade of minerals explored and fluctuations in the market price of minerals. Depending on the price of minerals, the Company may determine that it is impractical to continue a mineral exploration operation.

Mineral prices are prone to fluctuations and the marketability of minerals is affected by government regulation relating to price, royalties, allowable production and the importing and exporting of minerals, the effect of which cannot be accurately predicted. There is no assurance that a profitable market will exist for the sale of any minerals that may be found on the Properties.

Regulatory, Permit and License Requirements

The current or future operations of the Company require permits from various governmental authorities, and such operations are and will be governed by laws and regulations that may concern, among other things, exploration, development, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, site safety and other matters. Companies engaged in the exploration and development of mineral properties generally experience increased costs and delays in development and other schedules because of the need to comply with applicable laws, requlations and permits. There can be no assurance that all permits which the Company may require for facilities and the conduct of exploration and development operations on its properties will be obtainable on reasonable terms. or that such laws and regulations will not have an adverse effect on any exploration or development project which the Company might undertake.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in exploration and development operations may be required to compensate those suffering loss or damage by reason of the exploration and development activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of mineral companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or exploration and development costs, or require abandonment or delays in the development of new or existing properties.

With respect to the Aznalcóllar tender appeal process, there can be no certainty with respect to further developments of the appeal or the results of any recourse initiated by the applicable governmental entities in Spain with respect to the tender processes. In addition, there can be no certainty with respect to the timing regarding any potential resolution of the tender review process, the ability of the Company to be successful with its appeal or the potential for the Company to be awarded the project.

Title to Properties

Acquisition of title to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed. The Company cannot give an assurance that title to some or all the Company's interest in its properties will not be challenged or impugned. Mineral properties sometimes contain claims or transfer histories that examiners cannot verify. A successful claim that the Company does not have the interest it understands it has in its properties could cause the Company to lose any rights to explore, develop and mine any minerals on such properties without compensation for its prior expenditures relating thereto.

Competition

The mineral exploration and development industry is highly competitive. The Company will have to compete with other companies, many of which have greater financial, technical and other resources than the Company, for, among other things, the acquisition of minerals claims, leases and other mineral interests, as well as for the recruitment and retention of qualified employees and other personnel. Failure to compete successfully against other companies could have a material adverse effect on the Company and its prospects.

Reliance on Management and Dependence on Key Personnel

The success of the Company will be largely dependent upon the performance of its directors and officers and the ability to attract and retain key personnel. The loss of the services of these persons may have a material adverse effect on the Company's business and prospects. The Company will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that the Company can maintain the service of its directors and officers, or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.

Environmental Risks

The Company's exploration and appraisal programs will, in general, be subject to approval by regulatory bodies. Additionally, all phases of the exploration, development and mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and national and local laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with exploration, development and mining operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.

Local Resident Concerns

Apart from ordinary environmental issues, the exploration, development and mining of the Company's properties could be subject to resistance from local residents that could either prevent or delay exploration and development of the properties.

Conflicts of Interest

Certain of the directors and officers of the Company will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including mineral resource companies) and, as a result of these and other activities, such directors and officers may become subject to conflicts of interest. The Business Corporations Act (Ontario) ("OBCA") provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to a Company, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the OBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the OBCA.

Foreign Operations

The Company's properties are located in Spain. As such, the Company's proposed activities with respect to its properties will be subject to governmental, political, economic and other uncertainties, including but not limited to expropriation of property without fair compensation, repatriation of earnings, nationalization, currency fluctuations and devaluations, exchange controls and increases in government fees, renegotiation or nullification of existing concessions and contracts, changes in taxation policies, economic sanctions and the other risks arising out of foreign governmental sovereignty over the areas in which the Company's operations will be conducted, as well as risks including loss due to civil strife, acts of war, insurrections and the actions of national labour unions. Future government actions concerning the economy, taxation, or the operation and regulation of nationally important facilities such as mines, could have a significant effect on the Company. No assurances can be given that the Company's plans and operations will not be adversely affected by future developments in Spain. Any changes in regulations or shifts in political attitudes will be beyond the Company's control and may adversely affect the Company's business.

Current Global Financial Conditions

Financial markets have been subject to increased volatility and numerous financial institutions have either gone into bankruptcy or have had to be rescued by governmental authorities. Government debt and deficits are at an all-time high. Access to financing has been negatively impacted by liquidity crises and the state of government finances throughout the world. If these increased levels of volatility and market turmoil continue, the Company may not be able to secure appropriate debt or equity financing, and any of which could affect the trading price of the Company's securities in an adverse manner.

Uninsurable Risks

Exploration, development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences, any of which could result in damage to, or destruction of, equipment and mines, damage to life or property, environmental damage and possible legal liability. Although precautions to minimize risk will be taken, operations are subject to hazards that may result in environmental pollution and consequent liability that could have a material adverse impact on the business, operations and financial performance of the Company. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks as a result of high premiums or other reasons. Should such liabilities arise, they could have an adverse impact on the Company's results of operations and financial condition and could cause a decline in the value of the Company securities.

Litigation

Legal proceedings may arise from time to time in the course of the Company's business. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. The process of defending such claims could take away from management time and effort and the resolution of any particular legal proceeding, to which the Company or one or more of its subsidiaries may become subject could have a material effect on the Company's financial position and results of operations.

Foreign Mining Tax Regimes

Mining tax regimes in foreign jurisdictions are subject to differing interpretations and are subject to constant change. The Company's interpretation of taxation law as applied to its transactions and activities may not coincide with that of the tax authorities. As a result, transactions may be challenged by tax authorities and the Company's operations may be assessed, which could result in significant additional taxes, penalties and interest. In addition, future changes to mining tax regimes in foreign jurisdictions could result in significant additional taxes payable by the Company, which would have a negative impact on the financial results of the Company.

Outstanding Share Data

As at the date of this MD&A, the Company has:

• 1) 207,320,968 common shares outstanding;
• 2) 8,803,100 warrants outstanding, with expiry dates ranging from February 23, 2023 to July 15, 2023. If all of the warrants were exercised, 8,803,100 shares would be issued for gross proceeds of \$12,822,270.
• 3) 18,845,000 stock options outstanding with expiry dates ranging between November 7, 2024 and April 14, 2027. If all of the options are exercised, 18,845,000 shares would be issued for gross proceeds of \$25,123,250.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

This MD&A contains forward-looking information under Canadian securities legislation. Forward-looking information includes, but is not limited to, dispositions and strategy, development potential and timetable of the Company's exploration properties; the Company's ability to raise required funds; future mineral prices; mineralization projections; conclusions of economic evaluation; the timing and amount of estimated future exploration and development; costs of development; capital expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental risks. 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 statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is based on the opinions and estimates of management as of the date such statements are made. Estimates regarding the anticipated timing, amount and cost of exploration are based on previous industry experience and regional political and economic stability. Capital and operating cost estimates are based on extensive research of the Company. recent estimates of costs and other factors that are set out herein. 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 the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: unexpected events and delays during exploration and development; acquisition risks; regulatory risks; revocation of government approvals; timing and availability of external financing on acceptable terms; actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of minerals; accidents, labour disputes and other risks of the mining industry. Although management of the Company 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 statements 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. The Company does not undertake to update its forward-looking information, except in accordance with applicable securities laws.

Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2022 and 2021

(Expressed in Canadian Dollars)

(Unaudited)

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the interim consolidated financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company's management.

The Company's independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada (CPA Canada) for a review of interim financial statements by an entity's auditor.

Emerita Resources Corp.
Consolidated Interim Consolidated Statements of Financial Position

Expressed in Canadian Dollars- Unaudited

As at:	Note	December 31, 2022 \$	September 30, 2022 \$
ASSETS
Current
Cash and cash equivalents	3	13,791,467	20,109,507
Amounts receivable	4	2,471,864	1,562,650
Marketable securities Prepaid expenses	5,11	55,064 433,939	74,730 232,198
Total current assets		16,752,334	21,979,085
Long-term
Reclamation deposits	7	350,252	324,209
Equipment	6	308,866	316,729
Total assets		17,411,452	22,620,023
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	11,12	636,058	1,840,379
Total liabilities		636,058	1,840,379
SHAREHOLDERS' EQUITY Common shares	8	49,591,109	48,725,152
Warrant reserve	9	4,581,987	4,837,453
Option reserve	9	22,271,610	22,271,610
Deficit		(59,669,312)	(55,054,571)
Total shareholders' equity		16,775,394	20,779,644
Total liabilities and shareholders' equity		17,411,452	22,620,023
Nature of operations and going concern	1
Commitments and contingencies	14

Approved on behalf of the Board of Directors on February 24, 2023:

Signed: "Catherine Stretch" , Director

Signed: "David Gower", Director

Emerita Resources Corp.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
Expressed in Canadian Dollars- Unaudited

		Three months ended December 31,
		2022		2021
	Note	\$		\$
Expenses
Project evaluation expenses	7	4,070,797		1,525,161
Consulting and management fees	12	384,361		342,860
Professional fees		22,500		20,000
Shareholder communication and filing fees		62.991		49,292
Promotion expenses		124,825		62,996
Travel expenses		63,817		43,508
Office expenses		31,907		31,431
(Loss) for the period before other items		(4,761,198)		(2,075,248)
Other items
Interest income		41,779		2,119
Interest expense
Unrealized (loss) on investments	5	(19,666)
Foreign exchange gain/(loss)		124,344		(50,081)
(Loss) and comprehensive (loss) for the period		(4,614,741)		(2, 123, 210)
(Loss) per share
Basic and diluted		\$ (0.02)	\$	(0.01)
Weighted average number of
common shares outstanding
Basic and diluted		205,259,570		188,186,619

Emerita Resources Corp.
Condensed Interim Consolidated Statements of Changes in Shareholders' Equity
Expressed in Canadian Dollars- Unaudited

	Note	Number of shares	Common shares	Warrant reserve	Option reserve	Deficit	Shareholders' equity
		#	\$	s	\$	\$	\$
Balance, September 30, 2022		204,042,332	48,725,152	4,837,453	22,271,610	(55,054,571)	20,779,644
Warrants exercised	9	3.278.636	865,957	(255.466)			610.491
Loss and comprehensive loss for the period			۰		$\overline{\phantom{a}}$	(4,614,741)	(4,614,741)
Balance, December 31, 2022		207,320,968	49,591,109	4,581,987	22,271,610	(59,669,312)	16,775,394
Balance, September 30, 2021		181,709,537	40,425,848	6,836,167	13,307,624	(34, 356, 091)	26,213,548
Warrants exercised	9	12,038,683	5,171,901	(1, 323, 313)			3,848,588
Options exercised	9	650,000	122,972	$\overline{\phantom{a}}$	(57,972)	$\overline{\phantom{a}}$	65.000
Loss and comprehensive loss for the period		$\sim$	٠	٠		(2, 123, 210)	(2, 123, 210)
Balance, December 31, 2021		194,398,220	45,720,721	5,512,854	13,249,652	(36, 479, 301)	28,003,926

Emerita Resources Corp.
Condensed Interim Consolidated Statements of Cash Flows
Expressed in Canadian Dollars- Unaudited

		Three months ended December 31,
		2022	2021
	Note	\$	\$
Cash (used in)/provided by:
Operating activities
(Loss) for the period		(4,614,741)	(2, 123, 210)
Items not involving cash:
Loss on marketable securities	5	19,666
Amortization	6	7.863	742
Working capital adjustments:		(2,315,276)	(733, 533)
Net cash (used in) operating activities		(6,902,488)	(2,856,001)
Investing activities
Additions to equipment	6		(169, 044)
Increase (decrease) in reclamation deposits		(26, 043)	2,558
Net cash (used in) investing activities		(26, 043)	(166, 486)
Financing activities
Options exercised	9		65,000
Warrants exercised	9	610,491	3,848,588
Net cash provided by financing activities		610,491	3,913,588
Change in cash and cash equivalents, during the period		(6,318,040)	891,101
Cash and cash equivalents, beginning of period		20,109,507	26,777,430
Cash and cash equivalents, end of period		13,791,467	27,668,531

Expressed in Canadian Dollars- Unaudited

1. NATURE OF OPERATIONS AND GOING CONCERN

Emerita Resources Corp. (the "Company", or "Emerita") was incorporated on October 30, 2009 as 0865140 BC Ltd. pursuant to the Business Corporations Act of British Columbia. On January 8, 2013, the Company completed its Qualifying Transaction and ceased to be a Capital Pool Company. The Company changed its name to Emerita Resources Corp. and commenced trading as a Tier 2 Mining Issuer on the TSX Venture Exchange ("TSXV") on January 11, 2013 under the new trading symbol "EMO". The Company also trades on the OTCQB Venture Market in the United States under the trading symbol "EMOTF". The Company owns the following subsidiary:

A 100% interest in Emerita Resources Espana SL ("Emerita Espana"), a company incorporated on May 30, 2012 in Spain.

The Company is currently engaged in the acquisition, exploration and development of mineral properties. The head office and principal address of the Company is 36 Lombard Street, Floor 4, Toronto, Ontario, M5C 2X3.

The business of exploring for minerals involves a high degree of risk and there can be no assurance that the current exploration programs will result in profitable operations.

The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain mineral reserves that are economically recoverable. The recoverability of exploration and evaluation expenditures is dependent upon the establishment of a sufficient quantity of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development and upon future profitable production or proceeds from the disposition of these interests.

Although the Company has taken steps to verify title to the properties on which it is conducting its exploration activities, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, social licensing requirements, unregistered prior agreements, unregistered claims and non-compliance with regulatory and environmental requirements. The Company's property interests may also be subject to increases in taxes and royalties, renegotiation of contracts, currency exchange fluctuations and restrictions, and political uncertainty.

As at December 31, 2022, the Company has working capital of \$16,116,276 (September 30, 2022: \$20,138,706), and an accumulated deficit of \$59,669,312 (September 30, 2022: \$55,054,571). The Company has a need for equity financing for working capital and exploration and development of its properties. Because of continuing operating losses, the Company's continuance as a going concern is dependent upon its ability to obtain adequate financing and to reach profitable levels of operation. It is not possible to predict whether financing efforts will be successful or if the Company will attain profitable levels of operation. At December 31, 2022, the Company has sufficient working capital to support planned operations for the next twelve months.

These condensed interim consolidated financial statements have been prepared using accounting policies applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of operations. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying condensed interim consolidated financial statements. Such adjustments could be material.

Expressed in Canadian Dollars- Unaudited

1. NATURE OF OPERATIONS AND GOING CONCERN (continued)

Novel Coronavirus ("COVID-19")

The Company's operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company's operations and ability to finance its operations. Despite the severity of the COVID-19 pandemic, there were no material impacts on the Company's operations and finances for the three months ended December 31, 2022.

$2.$ BASIS OF PRESENTATION

Statement of compliance

These condensed interim consolidated financial statements are in compliance with IAS 34, Interim Financial Reporting. Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"), have been omitted or condensed. These condensed interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements for the year ended September 30, 2022.

Basis of presentation

These condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information, and have been prepared using the historical cost basis. Furthermore, these condensed interim consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiary. All values are rounded to the nearest dollar.

These condensed interim consolidated financial statements include the accounts of the Company and its subsidiary. All material intercompany transactions and balances between subsidiaries have been eliminated on consolidation.

Approval of the consolidated financial statements

These condensed interim consolidated financial statements of the Company for the three months ended December 31, 2022 were reviewed, approved and authorized for issue by the Board of Directors of the Company on February 24, 2023.

Critical judgements and estimation uncertainties

The preparation of financial statements in conformity with IFRS requires the Company's management to make judgments, estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes to the financial statements. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may differ from those estimates.

Expressed in Canadian Dollars- Unaudited

$2.$ BASIS OF PRESENTATION (continued)

Critical judgements and estimation uncertainties (continued)

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

Fair value of financial instruments

Marketable securities are measured at fair value. The estimated fair value of financial instruments, by their very nature, are subject to measurement uncertainty. The Company estimates fair value using valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

Estimation of decommissioning and restoration costs and the timing of expenditure

The cost estimates are updated annually during the life of a mine to reflect known developments (e.g. revisions to cost estimates and to the estimated lives of operations) and are subject to review at regular intervals. Decommissioning, restoration, and similar liabilities are estimated based on the Company's interpretation of current regulatory requirements, constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration, or similar liabilities that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities.

Income, value added, withholding and other taxes

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

Share-based payments

Management determines costs for share-based payments using market-based valuation techniques. The fair value of the market-based share awards is determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviors and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

Contingencies

Refer to Notes 1 and 14.

Expressed in Canadian Dollars- Unaudited

3. CASH AND CASH EQUIVALENTS

	December 31, September 30, 2022 (\$)	2022 $($ \$)
Cash	5,791,467	8,109,507
Guaranteed investment certificate ("GIC"), bearing interest at 3.45%
per annum, redeemable anytime and maturing September 26, 2023	8,000,000	8.000.000
Guaranteed investment certificate ("GIC"), bearing interest at 3.45%
per annum, redeemable anytime and maturing September 26, 2023		4,000,000
Cash and cash equivalents	13.791.467	20.109.507

4. AMOUNTS RECEIVABLE

	December 31, 2022	September 30, 2022
Sales taxes receivable- Spain	2.226.566	1,284,506
Sales taxes receivable Canada	49.044	57.218
Other receivables	196.254	220,926
	2,471,864	1,562,650

5. MARKETABLE SECURITIES

The Company's marketable securities consist of 786,632 common shares (September 30, 2022: 786,632 common shares) of Western Metallica Resource Corp. ("Western") (TSXV: WMS.V). The carrying value is calculated based on the estimated fair value determined using the quoted market price of \$0.07 per share at December 31, 2022 (September 30, 2022: \$0.095 per share). The cost of the common shares was \$74,730, and the shares are classified in Level 1 of the fair value hierarchy. An unrealized loss of \$19,666 was recorded in the Company's statements of loss for the three months ended December 31, 2022. See Notes 7 and 11.

6. EQUIPMENT

		Equipment		Furniture		Software		Vehicles		Total
Cost as at September 30, 2021	Ś	27,635	S	20,424	Ś	1,881	Ŝ.	$\overline{a}$	Ś.	49,940
Additions, 2022		2,634		94.618		37.247		188.956		323,455
Cost as at September 30, 2022	Ś	30,269	Ś.	115,042	Ś	39,128	S	188,956	S	373,395
Additions, 2023
Cost as at December 31, 2022	\$	30,269		\$115,042	S	39,128	S	188,956	S	373,395
Accumulated amortization as at September 30, 2021	Ś	22,572	S	17,543	S	1,881	Ŝ.		Ŝ.	41,996
Charge for the year, 2022		(2,026)		883				15,813		14,670
Accumulated amortization as at September 30, 2022	Ś	20,546	S	18,426	Ś	1,881	Ś.	15,813	S	56,666
Charge for the year, 2023		(108)		7,971		٠				7,863
Accumulated amortization as at December 31, 2022	\$	20,438	S	26,397	S	1,881	S	15,813	S	64,529
Net book value as at September 30, 2022	Ś	9.723	Ŝ	96,616	S	37.247	Ś.	173,143	S	316,729
Net book value as at December 31, 2022	\$	9,831	Ŝ	88,645	S	37.247	S.	173,143	S	308,866

As at December 31, 2022, the carrying value of equipment is comprised of \$nil in Canada (September 30, 2022: nil) and \$308,866 in Spain (September 30, 2022: \$316,729).

$7.$ EXPLORATION AND EVALUATION EXPENDITURES

	For the three months ended December 31,
		2022		2021
Land management fees, taxes and permits	\$	5,072	- \$	8,205
Labour		238,037
Drilling and geophysics		2,813,940		493,594
Travel, meals and accomodations				32,354
Legal fees		101,189		309,370
Project overhead costs		622,267		443,601
Total project evaluation expenses	S	4,070,797	S	1,525,161

As at December 31, 2022, the Company has valid permits for three zinc and gold exploration properties in Spain. The gold properties are comprised of exploration permits that were issued by the Asturias regulatory authorities in Spain. The zinc property is comprised of exploration permits that were issued by the Andalusian regulatory authorities in Spain.

As at December 31, 2022, the Company has paid reclamation deposits totalling \$350,252, detailed as follows:

Project	Deposit paid (\$)
Iberia Belt West	217,882
Nuevo Tintillo	63.694
Sierra Alta	52,049
Other	16,627
	350,252

7. EXPLORATION AND EVALUATION EXPENDITURES (continued)

a) Iberia Belt West Property (formerly called the Paymogo Project)

• The Iberia Belt West Project ("IBW Project") consists of one exploration permit and certain mineral claims in southwestern Spain.
• On September 1, 2020, Emerita was officially notified through a resolution that it was the winning bidder of the IBW Project mining rights in Huelva. The Tender resolution has been issued by the Provincial Secretary of the Regional Ministry of Industry in Huelva. The resolution declares that Emerita Espana is the winning bidder of the tender. Emerita Espana is registered on the Junta de Andalusia official website as the owner of the mining rights to the IBW Project. On July 12, 2021, the Company received the final granted resolution. The initial rights are for a period of 26 months expiring September 12, 2023, and has the right to apply to have this period extended for a further 36 months.

b) Nuevo Tintillo

• The Nievo Tintillo Project consists of one exploration permit in Seville province, in the western part of the Iberian Pyrite Belt.
• The initial research permit was granted on September 12, 2014, and the expiry date of the permit was extended pending approval from the environmental authorities. On June 20, 2022, the Company received a final granted resolution, extending the exploration permit until June 20, 2025.

c) Sierra Alta Property

• The Sierra Alta Property is comprised of one exploration permit which consists of certain mining claims in the Asturias region in northwestern Spain. The Company applied for the permit on November 18, 2013 and received notice that the property had been granted on July 8, 2015. The concession was valid for a three-year term and was renewable for equal and successive periods of three years. Permit renewals were submitted in 2020, and a one-year extension was granted on October 19, 2022.
• On April 20, 2020, the Company signed a binding letter agreement with Western, pursuant to which Western may earn a 55% interest in the Sierra Alta project (the "Sierra Transaction"). The Company entered into an amending agreement with Western in June 2022. A director and officer of Western is also a director and officer of the Company. Refer to Note 12.
• To earn its 55% interest. Western shall:
• Pay \$50,000 in cash to the Company (paid); $1.$
• Issue 786,632 shares of Western to the Company (completed on September 27, 2022- see 2. Note $5$ :
• Spend \$500,000 on mineral exploration of the project within 24 months of the signing of the 3. definitive agreement (completed);
• 1. Enter into a binding joint venture agreement with the Company (in process).

8. COMMON SHARES

Authorized

The authorized share capital of the Company consists of an unlimited number of common shares without par value.

Common Shares Issued

	Number of shares
	outstanding	Amount (\$)
Balance, September 30, 2021	181,709,537	40,425,848
Warrant exercises (ii)	21.132.795	6.035.456
Valuation allocation of exercise of warrants		1,991,428
Option exercise (iii)	1.200.000	144,000
Valuation allocation of exercise of options		128,420
Balance, September 30, 2022	204,042,332	48,725,152
Warrant exercises (i)	3.278.636	610.491
Valuation allocation of exercise of warrants		255,466
Balance, December 31, 2022	207,320,968	49,591,109

• During the three months ended December 31, 2022, 2,665,000 of the Company's warrants were $(i)$ exercised at a weighted-average price of \$0.16 per common share, and 613,636 of the Company's finder warrants were exercised at a weighted-average price of \$0.30 per common share, generating gross proceeds of \$610,491.
• During the year ended September 30, 2022, 18,882,794 of the Company's warrants were $(ii)$ exercised at a weighted-average price of \$0.29 per common share, and 2,250,001 of the Company's finder warrants were exercised at a weighted-average price of \$0.21 per common share, generating gross proceeds of \$6,035,456. Directors and officers of the Company exercised 2,583,558 warrants at a weighted-average price of \$0.15 per share, generating proceeds of \$387,534.
• During the year ended September 30, 2022, 1,200,000 of the Company's stock options were $(iii)$ exercised at a weighted-average price of \$0.12 per common share, generating gross proceeds of \$144,000. Directors and officers of the Company exercised 900,000 options at a price of \$0.10 per common share, generating gross proceeds of \$90,000.

Emerita Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended December 31, 2022 and 2021 Expressed in Canadian Dollars- Unaudited

9. EQUITY RESERVES

Warrants

The changes in warrants issued during the year ended September 30, 2022 and three months ended December 31, 2022 are as follows:

		Weighted	Value
	Number of	average	Οf
	warrants	exercise price	warrants
Balance, September 30, 2021	33,314,534	\$ 0.58	6,836,167 S
Exercised, October 2021	(1,088,927)	0.59	(223,360)
Exercised, November 2021	(10, 332, 256)	0.29	(1,048,955)
Exercised, December 2021	(617,500)	0.32	(50, 998)
Exercised, January 2022	(660, 318)	0.29	(60,098)
Exercised, February 2022	(951, 700)	0.83	(264,583)
Exercised, March 2022	(561, 428)	0.27	(52,272)
Exercised. May 2022	(650,000)	0.15	(13,260)
Exercised, June 2022	(1, 138, 300)	0.15	(40, 700)
Exercised, July 2022	(3,904,554)	0.15	(147, 835)
Exercised, August 2022	(1.150.312)	0.15	(83, 815)
Expired, August 2022	(100,003)	0.15	(7,286)
Exercised, September 2022	(77,500)	0.16	(5, 552)
Balance, September 30, 2022	12,081,736	1.11 S	4,837,453 S
Exercised, November 2022	(1,435,000)	0.16	(102, 799)
Exercised, December 2022	(1,843,636)	0.21	(152,667)
Balance, December 31, 2022	8,803,100	\$ 1.46	4,581,987 \$

The following summarizes the warrants outstanding as of December 31, 2022:

					Estimated
Number	Number			Exercise	grant date		Risk-free	Expected Expected
outstanding	exercisable	Grant	Expiry	price	fair value	Volatility	interest	life (Yrs)	dividend
#	#	date	date				rate	#	vield
7,847,150	7.847.150	15-Jul-21	$15 -$ Jul-23	\$1.50	4,048,300	147%	0.44%	2.00	0%
955.950	955.950	15-Jul-21	15-Jul-23	\$1.10	533.688	147%	0.44%	2.00	0%
8,803,100	8,803,100				4,581,987

The weighted-average remaining contractual life of the warrants as of December 31, 2022 is 0.54 years (September 30, 2022: 0.64 years).

Expressed in Canadian Dollars- Unaudited

9. EQUITY RESERVES (continued)

Share-based payments

The changes in stock options issued during the year ended September 30, 2022 and three months ended December 31, 2022 are as follows:

		Weighted
	Number of	average	grant date
	options	exercise price	fair value
Balance, September 30, 2021	16,275,000	0.92 s	\$13,307,624
Exercised, December, 2021	(650,000)	0.10	(57,972)
Exercised, January 2022	(200,000)	0.18	(32, 100)
Granted, February 2022	3,670,000	2.75	8,878,782
Exercised, March 2022	(100,000)	0.18	(16,050)
Granted, April 2022	100,000	2.43	213,624
Exercised, June 2022	(250.000)	0.10	(22, 298)
Balance, September 30 and December 31, 2022	18.845.000	1.33 S	\$22,271,610

On February 4, 2022, the Company granted a total of 3,670,000 stock options to directors, officers and consultants of the Company pursuant to its stock option plan. The options vested immediately and may be exercised at a price of \$2.75 per option for a period of 5 years from the date of grant. The fair value of the stock options was estimated at \$8,878,782 using the Black-Scholes pricing model, with the following weighted average assumptions: expected dividend yield 0%, stock price \$2.75, expected annual volatility 137%, riskfree interest rate 1.71% and expected average life 5 years. Directors and officers were granted 3,200,000 options, with a fair value of \$7,741,717.

On April 14, 2022, the Company granted a total of 100,000 stock options to a consultant of the Company pursuant to its stock option plan. The options vested immediately and may be exercised at a price of \$2.43 per option for a period of 5 years from the date of grant. The fair value of the stock options was estimated at \$213,624 using the Black-Scholes pricing model, with the following weighted average assumptions: expected dividend yield 0%, stock price \$2.43, expected annual volatility 136%, risk-free interest rate 2.61% and expected average life 5 years.

During the year ended September 30, 2022, 1,200,000 of the Company's options were exercised at a weighted-average exercise price of \$0.12, generating proceeds of \$144,000 (year ended September 30, 2022: 2.320,000 options exercised generating proceeds of \$638,000). Directors and officers of the Company exercised 900,000 options, generating proceeds of \$90,000. The Company's share price at the time of option exercise was as follows:

		Weighted-average
	Options Exercised	Share Price
Year ended September 30, 2022	1.200.000	\$2.69

Expressed in Canadian Dollars- Unaudited

9. EQUITY RESERVES (continued)

Share-based payments (continued)

Options outstanding as of December 31, 2022 are as follows:

	Number			Exercise	grant date		Risk-free		Expected Expected
	ercisable	Grant	Expiry	price	fair value	Volatility	interest	life (Yrs)	dividend
	#	date	date	\$	\$		rate	#	yield
2,050,000	2.050.000	07-Nov-19	07-Nov-24	\$0.10	182,835	167%	1.54%	5.00	$0\%$
500.000	500.000	27-Mav-20	27-Mav-25	\$0.05	24.450	140%	0.40%	5.00	0%
4.800.000	4.800.000	05-Feb-21	05-Feb-26	\$0.18	770.401	143%	0.48%	5.00	0%
25,000	25.000	03-Mar-21	03-Mar-26	\$0.27	6,400	173%	0.83%	5.00	0%
300,000	300.000	14-Apr-21	14-Apr-26	\$0.25	63.870	174%	0.95%	5.00	$0\%$
200,000	200.000	25-Jun-21	25-Jun-26	\$1.10	228.623	171%	1.00%	5.00	0%
7.200.000	7.200.000	29-Jul-21	29-Jul-26	\$1.86	11.902.626	142%	0.81%	5.00	0%
3.670.000	3.670.000	04-Feb-22	04-Feb-27	\$2.75	8.878.781	137%	1.71%	5.00	0%
100.000	100.000	14-Apr-22	14-Apr-27	\$2.43	213.624	136%	2.61%	5.00	0%
18,845,000	18,845,000				22.271.610

The weighted average remaining contractual life of the options as at December 31, 2022 is 3.34 years (September 30, 2022: 3.59 years).

$10.$ CAPITAL MANAGEMENT

The Company manages and adjusts its capital structure based on available funds in order to support the acquisition, exploration and development of mineral properties. The Board does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company considers its capital to consist of common shares, warrants and options.

The properties in which the Company currently has an interest are in the exploration and evaluation stage; as such, the Company is dependent on external financing to fund its activities. In order to carry out planned exploration and evaluation and pay for administrative costs, the Company must raise additional amounts.

The Company may continue to assess new properties and may seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no significant changes in the Company's approach to capital management during the three months ended December 31, 2022 and 2021.

The Company and its subsidiaries are not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSX Venture Exchange ("TSXV") which requires adequate working capital or financial resources of the greater of (i) \$50,000 and (ii) an amount required to maintain operations and cover general and administrative expenses for a period of 6 months.

Expressed in Canadian Dollars- Unaudited

11. FINANCIAL INSTRUMENTS

Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

• a) Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
• b) Level 2 Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and
• c) Level 3 Inputs for assets and liabilities that are not based on observable market data.

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

The Company's financial instruments include cash and cash equivalents, amounts receivable, marketable securities, and accounts payable and accrued liabilities. The carrying values of these financial instruments reported in the statement of financial position approximate their respective fair values due to the relatively short-term nature of these instruments. As at December 31, 2022, the Company's financial instruments that are carried at fair value, being cash equivalents and marketable securities, are classified as Level 2 and Level 1, respectively, within the fair value hierarchy.

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

(a) Credit risk

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to the counterparty by the Company where a legal right of set-off exists and also includes the fair values of contracts with individual counterparties which are recorded in the financial statements.

a. Trade credit risk

As at December 31, 2022, the Company has recorded \$2,275,610 in sales tax receivable from the Canadian and Spanish tax authorities (September 30, 2022: \$1,341,724). Any potential reassessment subsequent to the financial statement reporting date could have a material effect on the Company's financial condition and results of operations.

b. Cash and cash equivalents

In order to manage credit and liquidity risk, the Company's policy is to invest only in highly rated, investment grade instruments Limits are also established based on the type of investment, the counterparty and the credit rating.

(b) Currency risk

Currency risk is the risk that the fair value of, or future cash flows from, the Company's financial instruments will fluctuate because of changes in foreign exchange rates. The Company's foreign currency risk arises primarily with respect to the Euro from its property interests in Spain, and US dollars from operations. Fluctuations in the exchange rates between these currencies and the Canadian dollar could have a material effect on the Company's business, financial condition and results of operations. The Company does not engage in any hedging activity to mitigate this risk.

Expressed in Canadian Dollars- Unaudited

$11.$ FINANCIAL INSTRUMENTS (continued)

As at December 31 and September 30, 2022, the Company had the following financial instruments denominated in foreign currency (expressed in Canadian dollars):

December 31, 2022

	Euro	US dollars
Cash	2.140.145	547
Accounts payable and accrued liabilities	(447.896)	(30.862)
	1.692.249	(30.315)

September 30, 2022

	Euro	US dollars
Cash	2.924.145 \$	6.660
Accounts payable and accrued liabilities	(1.639.132)	(16.011)
	1,285,013 \$	(9.351)

A 10% strengthening (weakening) of the Canadian dollar against the Euro would decrease (increase) net loss by approximately \$169,200 (September 30, 2022- \$128,500).

A 10% strengthening (weakening) of the Canadian dollar against the US dollar would decrease (increase) net loss by approximately $$(3,000)$ (September 30, 2022- $$(900)$ ).

(c) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company's approach to managing liguidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. At December 31, 2022, the Company had a cash and cash equivalents balance of \$13,791,467 (September 30, 2022 - \$20,109,507) to settle current liabilities of \$636,058 (September 30, 2022 - \$1,840,379). The Company's trade payables have contractual maturities of less than 30 days and are subject to normal trade terms.

(d) Commodity / Equity price risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, as they relate to gold, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. Commodity price risk is remote as the Company is not a producing entity.

(e) Price risk of marketable securities

The Company is exposed to market risk in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favourable prices.

Expressed in Canadian Dollars- Unaudited

12. RELATED PARTY TRANSACTIONS

As at December 31, 2022, an amount of \$16,458, included in accounts payable and accrued liabilities, was owed to directors and officers of the Company (September 30, 2022: \$14,432). The amounts outstanding on fees are unsecured, non-interest bearing, with no fixed terms of repayment.

As at December 31, 2022, an amount of \$85,184, included in amounts receivable, was owed to the Company by Western (September 30, 2022: \$78,851). The Company has common directors and officers with Western.

As at December 31, 2022, an amount of \$111,069, included in amounts receivable, was owed to the Company by directors and officers of the Company (September 30, 2022: \$134,864). The amounts outstanding are unsecured, non-interest bearing, with no fixed terms of repayment.

On April 20, 2020, the Company signed a binding letter agreement with Western, pursuant to which Western would earn a 55% interest in the Sierra Alta project. A director and officer of Western is also a director and officer of the Company. See Notes 5 and 7.

Compensation of key management personnel of the Company

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. During the three months ended December 31, 2022 and 2021, the remuneration of directors and other key management personnel are as follows:

	Three months ended December 31.
		2022		2021
Management fees		256,748 \$		253,303

See Note 9 for disclosure of warrants and options exercised by directors and officers of the Company.

$13.$ SEGMENT INFORMATION

The Company conducts its business as a single operating segment, being mineral exploration and evaluation in Spain. The following tables summarize the total assets and liabilities by geographic segment as at December 31 and September 30, 2022:

December 31, 2022		Spain		Canada		Total
Cash and cash equivalents	S	2.140.145	S	11,651,322	\$	13,791,467
Other current assets		2.720.609		240,258		2.960,867
Reclamation deposits		350.252				350.252
Equipment		308,866				308,866
Total Assets	\$	5,519,872	\$	11,891,580	s	17,411,452
Accounts payable and accrued liabilities	\$	447,896	S	188,162	\$	636,058
Total liabilities	\$	447,896	\$	188,162	s	636,058
September 30, 2022		Spain		Canada		Total
Cash	\$	2,924,145	\$.	17,185,362	S	20,109,507
Other current assets		1,590,675		278,903		1,869,578
Reclamation deposit		324,209				324,209
Equipment		316,729				316,729
Total Assets	\$	5,155,758	s	17,464,265	s	22,620,023
Accounts payable and accrued liabilities	\$	1,639,132	S	201.247	S	1,840,379
Total liabilities	\$	1.639.132	s	201.247	s	1,840,379

Expressed in Canadian Dollars- Unaudited

$13.$ SEGMENT INFORMATION (continued)

The following tables summarize the loss by geographic segment for the three months ended December 31. 2022 and 2021:

December 31, 2022	Spain	Canada	Total
Other income	\$	\$ $(41,779)$ \$	(41, 779)
Project evaluation expenses	4.070.797		4.070.797
General and administrative expenses		690,401	690,401
Unrelaized loss on investments		19,666	19,666
Foreign exchange (gain)		(124, 344)	(124, 344)
Loss	\$ 4,070,797	\$ 543,944	4,614,741
December 31, 2021 Other income	\$ Spain	\$ Canada	Total
Project evaluation expenses	1,525,161	$(2, 119)$ \$	(2, 119) 1,525,161
General and administrative expenses		550,087	550,087
Foreign exchange (gain)		50,081	50,081

$14.$ COMMITMENTS AND CONTINGENCIES

The Company's exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company expects to make expenditures to comply with such laws and regulations.

The Company is party to certain management contracts. These contracts contain minimum commitments of approximately \$530,000 (September 30, 2022- \$530,000) and additional contingent payments of up to approximately \$1,890,000 (September 30, 2022- \$1,890,000). As a triggering event has not taken place, the contingent payments have not been reflected in these condensed interim consolidated financial statements.

Officers of the Company will receive aggregate bonus payments totaling \$400,000 upon the award of the Aznalcóllar Project in Spain and the completion of a subsequent financing. As a triggering event has not yet taken place, these contingent payments have not been reflected in these condensed interim consolidated financial statements.

The Company is subject to various claims, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable, and the amounts are estimable. Although the outcome of such matters cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material adverse effect on the Company's financial condition, operations or liquidity.

Date: February 24, 2023

This Management's Discussion and Analysis ("MD&A") provides a discussion and analysis of the financial condition and results of the operations of Emerita Resources Corp. (individually or collectively with its subsidiaries, as applicable, "Emerita" or the "Company"), to enable a reader to assess material changes in the financial condition and results of operations as at and for the three months ended December 31, 2022 and 2021. The MD&A should be read in conjunction with the audited consolidated financial statements as at and for the years ended September 30, 2022 and 2021. All amounts included in the MD&A are expressed in Canadian dollars, unless otherwise specified.

The Company's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as published by the International Accounting Standards Board. Please refer to Note 3 of the annual audited consolidated financial statements as at and for the years ended September 30, 2022 and 2021 for disclosure of the Company's significant accounting policies.

Additional information about the Company may be found on SEDAR at www.sedar.com.

The scientific and technical contents of this MD&A have been reviewed and approved by Mr. Joaquin Merino-Marquez, P.Geo., President of the Company and a Qualified Person under National Instrument 43-101 ("NI 43-101"). As the President of the Company, Mr. Merino-Marquez is not considered independent.

The audit committee of the Company has reviewed this MD&A and the consolidated financial statements for the three months ended December 31, 2022 and 2021, and the Company's Board of Directors approved these documents prior to their release.

Overview and Strategy

Emerita is a publicly traded Canadian exploration and development company listed on the TSX Venture Exchange ("TSXV") and OTCQB Venture Market. The Company is engaged in the acquisition, exploration and development of mineral properties with a primary focus on exploring in Spain. Exploration is conducted through the Company's wholly owned Spanish subsidiary, Emerita Resources Espana S.L. ("Emerita Espana").

The Company currently has four exploration properties in Spain, which are described in detail below under the sections entitled, "Mineral Exploration Properties - Spain". Presently the primary focus of the Company's activities is on its projects in the Iberian Pyrite Belt in southern Spain. The Company continues to review project submissions and data from various sources with a view to identifying opportunities that could create value for its shareholders.

Summary of Properties and Projects

Mineral Exploration Properties - Spain

The Company has interests in four exploration properties; (i) Iberia Belt West, located in Huelva Province in southwestern Spain; (ii) Nuevo Tintillo located in Seville Province adjacent to the past producing Aznalcollar Mine property and presently producing Rio Tinto Mine; (iii) Sierra Alta, located in the Asturias region in northwestern Spain, and (iv) Plaza Norte, located in the Reocin mining camp in Cantabria, northern Spain. Each of the properties is comprised of exploration permits that were issued by the Andalusian, Asturian, and Cantabrian authorities, respectively.

Iberia Belt West ("the IBW Project")

On September 1, 2020, Emerita was officially notified through a resolution that it was the winning bidder of the IBW mineral rights in Huelva. The Tender resolution has been issued by the Provincial Secretary of the Regional Ministry of Industry in Huelva. The resolution declares that Emerita España is the winning bidder of the tender. Emerita España is registered on the Junta de Andalusia official website as the owner of the mineral rights to the IBW Project.

The IBW Project is hosted within the renowned Iberian Pyrite Belt, one of the most productive volcanogenic massive sulfide (VMS) terranes in the world. The IBW Project encompasses three polymetallic deposits. From east to west: La Infanta, El Cura, and Romanera. The area has a long history of mining activity that dates back as far as Roman times. Previous exploration of the deposits was conducted by major companies including Asturiana, RTZ and Phelps Dodge in the 1970's and 1980's. The IBW Project is located in the western part of the belt, adjacent to the border with Portugal, approximately 170km west of Seville and 50km from the port city of Huelva. The Project extends along a strike length of approximately 12km. Access to the IBW Project is excellent via paved and all-weather gravel roads.

The Romanera deposit was drilled primarily by Minera Rio Tinto in the 1990's and is reported to contain 34 million tonnes grading 0.42% copper, 2.20% lead, 2.3% zinc, 44.4g/t silver and 0.8g/t gold, within which there is a higher-grade resource of 11.21 million tonnes grading 0.40% copper, 2.47% lead, 5.50% zinc, 64.0 g/t silver and 1.0 g/t gold (The Volcanic Hosted Massive Sulphide Deposits of the Iberian Pyrite Belt, Garcia-Cortes ed., 2011). A qualified person, as defined by NI 43-101, has not done sufficient work on behalf of Emerita to classify the historical estimate reported above as current mineral resources or mineral reserves, and Emerita is not treating the historical estimate as such. The historical estimate should not be relied upon. The deposit extends from surface to approximately 350 metres depth on historical drilling. The mineralization remains open for further expansion down dip beyond the limits of the existing drilling.

The La Infanta mineralized zone has been drilled from surface where it outcrops to a depth of approximately 100 metres. Numerous high-grade intercepts occur within the zone, and it remains open for expansion at shallow depths. La Infanta is located approximately 8km to the east of the Romanera deposit.

The Company has completed the compilation of a comprehensive digital database from the historical work which was well preserved in hard copy. For the Romanera and Infanta deposits at the IBW Project there were 51 and 48 historical drill holes available, respectively, including survey data and assays. A complete list of the drill hole results for both the Infanta and Romanera deposits can be found in the Company's press releases dated September 9, 2020 and October 15, 2020, respectively.

With the digital databases in place, three-dimensional models of the mineralized zones were developed and used for target generation in the ongoing diamond drill program.

The three selected areas are aligned along an approximate east-west direction and are separated from each other by approximately 4km. The three mineralized zones occur within a discrete rhyolitic to dacitic unit. It is possible that there are other non-outcropping lenses besides those already known.

The Company has outlined the mineralized zone related to the Infanta deposit for at least 1,200 meters along strike and has confirmed the extent of the high-grade zone identified by previous drilling. Drilling continues on the Infanta deposit with one drill. The Company is engaged in a diamond drill program focused primarily on the Romanera deposit, which is the largest deposit on the Property based on historical work. Emerita is fully financed to complete this program. Currently, fourteen drills are active on that program with a target of completing the delineation in Q1 - 2023.

IBW Project- Outlook

The initial drill program at Infanta has been designed to test the full 1.2 km strike length of the mineralization and test the depth extent to approximately 400 meters down dip. There are 48 historical holes drilled delineating the deposit to date, and the program will move from the known mineralization and step out systematically along strike and down dip to establish a NI 43-101 compliant resource estimate for the deposit. The Company has completed protocols with respect to safe work practices relating to managing the present pandemic situation as an important part of project implementation.

On February 4, 2021, the Company received approval of the restoration plan for the planned drill program. Historical drilling on this zone intersected very high-grade mineralization and drilling only extended to approximately 110 metres depth. The mineralized zone at Infanta remains open down dip and along strike.

On July 14, 2021 the Company initiated the first drill campaign in La Infanta. The drill program was aimed to test the historical results and extend the mineralized lenses along strike and at depth. In order to expedite the drill program at La Infanta, the Company added a second drill rig on July 20, 2021. The first results were announced on August 13 and August 20, 2021, as presented in the following table. The drilling to date indicates good correlation with the historical drilling in grades and widths.

DDH	azimuth	dip	depth (m)	FROM	TO	Width (m)				Cu_% Pb_% Zn_% Au_g/t Ag_g/t
IN001			172 - 50.00 113.2		24.3 28.3	4.0	0.1	1.7	3.4	0.05	11.5
IN001					32.3 35.1	2.8	0.0	3.8	7.5	0.04	12.9
IN004		172 - 50.00	162.4		62.6 70.0	7.5	1.7	6.0	11.5	0.49	90.1
incl.				64.6	67.2	2.7	3.8	15.3 28.8		1.08	206.4
IN003		172 -50.00	112.8		86.2 102.4	16.2	1.2	5.1	10	0.42	120
incl.				86.2	91.2	5.0	3.8		15.6 30.5	1.22	372.8

On August 13 and August 20, 2021, the Company announced initial La Infanta drill results as follows:

	DDH azimuth dip $\frac{depth}{(m)}$ FROM TO $\frac{Width}{(m)}$ Cu_% Pb_% Zn_% Au_g/t Ag_g/t
IN002	172			-50 54.6 31.5 34.5			3.0 0.6 2.4 4.1			0.22	40.3
IN005	172			$-50$ 92.5 57.4	60.0	2.6		2.3 13.8	22.3	0.21	98.2
IN006	172			-50 84.6 49.3 52.5			$3.2$ $2.2$	7.9	9.1	0.44	150.8
IN007	172	-50	63		26.1 29.4		$3.3\qquad 1.7$	4.2	7.9	0.36	110.2
incl.	172	-50	63	33.4	35.4	2.0	0.6	1.4	2.9	0.05	27.5
IN008	172			-50 126.6 64.5 75.6		11.1		$3.6$ 15.1	27.8	0.80	319.3

On September 8, 2021, the Company announced La Infanta drill results as follows:

On October 4, 2021, the Company announced La Infanta drill results as follows:

DDH	azimuth	dip	depth (m)	FROM	то	Width (m)				Cu_% Pb_% Zn_% Au_g/t $Ag_g/t$
IN009	172	-50	170.3	104.2	114.7	10.5	0.9	1.9	3.4	0.36	55.3
incl.				104.2 108.4		4.1	0.8	3.1	5.5	0.56	104.0
incl.					110.3 111.2	0.9	4.4	0.3	0.7	0.76	72.0
IN010	172		$-50$ 128.7		99.2 103.7	4.5	2.4	11.2	21.1	0.54	153.2
IN011	172	-50	57.2	25.8	32.8	7.1	0.3	1.6	3.2	0.23	32.8
incl.				26.8	27.6	0.8	1.2	3.8	7.3	0.70	90.0
incl.				30.2	30.8	0.6	1.9	9.4	17.4	0.46	188.0
IN012	172	-50	155.1	93.8	94.6	0.8	0.9	3.6	6.5	0.46	110.0
					127.6 128.4	0.8	0.2	6.2	6.6	0.11	48.0
IN013	172		$-50$ 189.3	135.6	137.8	2.2	2.6	4.6	7.1	0.28	196.2
				139.5	141.2	1.7	1.0	4.3	7.4	0.31	95.0

On October 22, 2021, the Company announced La Infanta drill results as follows:

DDH	azimuth dip $\sqrt[n-r]{(m)}$			depth FROM TO $(m)$		Width				Cu_% Pb_% Zn_% Au_g/t Ag_g/t
IN014	172		$-52$ 108.5	84.7	90.4	5.7	2.4	7.3	13.4	0.60	225.0
IN015	172		$-52$ 56.2		26.1 30.1	4.0	0.5	2.2	4.3	0.30	50.5
incl.				27.1	29.1	2.0	0.9	4.3	8.1	0.40	87.0
IN016	172		-50 103.8	65.8	70.3	4.5	1.3	3.5	6.7	0.40	172.3
IN018	171	-50	122	59.4	67.6	8.2	2.5	8.7	17.3	0.50	223.5
incl.				62.7	67.6	4.9	3.6	12.7	25.9	0.70	331.9

	DDH azimuth	dip	depth (m)	FROM	то	Width (m)	$Cu$ %				Pb % Zn_% Au_g/t Ag_g/t
IN017	174	-49	153.45	92.55	103.85	11.3	0.5	2.5	4.9	0.29	53.9
incl.				100.75	102.85	2.1	1.3	7.9	14.6	0.59	171.5
IN017				136.75	137.75	1.0	0.2	1.3	2.4	0.18	22.0
IN021	173		$-49$ 174.20	70.80	77.95	7.2	0.5	1.9	4.0	0.10	21.9
IN021				79.95	83.30	3.3	0.4	1.5	2.4	0.34	75.7
IN021				151.70	157.20	5.5	0.8	2.8	5.7	0.28	62.5
IN023	173		$-53$ 138.40	72.40	77.55	5.1	1.4	4.4	8.6	0.52	124.1
IN023				125.00	132.90	7.9	0.1	1.8	2.2	0.05	13.5

On November 12, 2021, the Company announced La Infanta drill results as follows:

On January 28, 2022, the Company announced La Infanta drill results as follows:

	DDH azimuth	dip	depth (m)	FROM	TO	Width (m)	Cu 2 %	$Pb_{8}$	Zn_%	Au_g/t	Ag_g/t
IN019	172	$-50$	104.10	72.90	74.50	1.6	0.6	3.4	2.0	0.16	48.0
IN019				79.10	80.50	1.4	1.5	24.0	7.2	0.56	123.0
IN020	174	-50	126.70	29.75	31.80	2.1	$0.5\,$	2.4	4.5	0.13	29.9
IN020				100.90	103.90	3.0	0.2	1.1	1.9	0.34	40.3
IN022	172	-54	117.40	81.00	84.50	3.5	0.3	1.1	2.0	0.65	42.4
IN024	172	$-49$	209	96.90	100.70	3.8	0.2	3.9	5.5	0.16	14.0
incl.				96.90	98.10	1.2	0.4	8.5	7.5	0.19	28.0
IN024				175.80	179.30	3.5	1.0	2.2	3.8	0.22	76.4
IN025	174	$-52$	159.3	79.80	85.00	5.2	0.3	1.8	3.5	0.56	85.9
incl.				79.80	81.30	1.5	0.9	4.5	8.0	0.57	95.0
IN025				140.30	146.10	5.8	0.3	0.9	1.7	0.21	38.6
incl.				141.30	142.10	0.8	1.1	2.3	4.9	0.66	192.0
IN026	176	$-41$	156.8	139.80	142.00	2.2	0.2	0.8	1.2	0.24	22.7
IN027	175	-47	245.7	141.50	145.90	4.4	1.6	3.5	7.0	0.26	181.8
incl.				144.20	145.90	1.7	3.6	8.0	16.2	0.12	433.4
IN028	172	-52	203.2	109.70	111.50	1.8	0.3	1.3	2.0	0.23	26.5
IN028				165.00	168.60	3.6	0.5	3.0	3.7	0.17	22.3
incl.				165.00	167.60	2.6	0.6	3.9	4.6	0.18	29.3
IN029	175	-52	343.1	146.85	149.35	2.5	0.3	1.2	$2.2\,$	0.39	16.0
IN030	180	-47	302.10	40.4	41.4	1.0	0.0	0.0	0.1	1.62	9.0
IN031	171	-50	177	81.8	90.0	8.2	0.4	1.0	1.7	0.18	17.8
incl.				81.8	83.3	1.5	1.2	3.6	6.6	0.20	78.3
IN031				140.1	141.1	1.0	0.5	1.0	0.8	0.21	66.0

DDH.	azimuth	dip	FROM	то	Width (m)	Cu_%	Pb %	Zn %	Au g/t	Ag g/t
IN032	170	-63	257.8	259.8	2.0	1.0	4.0	5.6	0.61	150.0
IN033	174		$-52$ 197.1	200.1	3.0	0.2	1.1	3.0	0.17	14.3
IN034	172	-50	193.5	195.5	2.1	0.3	1.2	1.4	1.09	161.6
IN035	205		$-65$ 71.9	77.4	5.5	1.2	3.3	5.9	0.41	93.9
IN036	177	-49	180.6	181.4	0.8	1.0	0.6	0.3	3.05	18.0
IN037	171		$-52$ 162.5	164.5	2.0	1.3	0.1	0.2	0.14	239.5
IN038	172	-46	104.3	105.8	1.5	1.2	4.5	7.1	0.44	145.3
IN040	173		$-66$ 309.7	311.2	1.5	0.1	6.4	9.4	0.09	25.0
IN041	179	-46	405.9	408.9	3.0	0.7	2.7	5.6	0.04	28.3
IN043	175	-48	120.6	121.9	1.4	2.6	11.7	21.6	0.16	304.4

On April 22, 2022, the Company announced La Infanta drill results as follows:

On August 4, 2022, the Company announced La Infanta drill results as follows:

	DDH azimuth dip		depth (m)	FROM	TO	Width (m)	Cu_%	$Pb_{0}$	Zn_%	Au_g/t	Ag_g/t
IN039	176	$-62$	378.5	375.0	378.5	3.5	0.9	5.2	3.0	0.46	184.3
incl.				376.0	377.2	1.2	2.6	14.5	8.7	1.31	526.0
IN042	171	$-50$	141.5	117.5	119.5	2.0	0.0	0.1	0.0	1.54	67.0
incl.				117.5	118.5	1.0	0.0	0.1	0.0	2.33	112.0
IN045	177	$-51$	351.9	262.2	271.3	9.1	0.5	1.6	2.8	0.42	62.4
incl.				266.2	267.2	0.9	2.7	5.6	10.7	1.31	400.0
incl.				270.5	271.3	0.8	0.6	6.5	11.1	0.10	13.0
IN046	181	$-48$	373.5	136.4	137.7	1.3	0.1	0.9	1.7	0.09	16.5
IN046				206.7	213.2	6.5	0.1	1.7	2.1	0.14	17.2
incl.				208.7	209.7	1.0	0.2	4.1	3.3	0.24	39.0
IN047	180	$-61$	423.6	397.0	398.9	1.9	0.1	0.7	0.5	1.60	67.9
IN047				406.9	408.8	1.9	0.1	1.5	3.3	0.18	3.5
IN048	174	$-49$	279.5	154.2	156.2	2.0	0.0	0.2	0.3	0.0	2.5
IN049	177	$-56$	351.4	296.9	297.4	0.5	0.0	0.0	0.0	3.2	10.0
IN050	173	$-50$	188.3	81.2	84.0	2.8	0.2	1.1	2.4	0.3	19.1
IN051	179	$-47$	500.9	455.4	456.9	1.5	0.2	1.0	2.8	0.2	11.7
IN052	173	$-49$	142.4	62.8	69.0	6.2	2.1	8.3	14.3	0.63	198.3
incl.				66.2	68.2	2.0	2.9	12.5	22.2	0.60	300.5
IN053	176	$-46$	204.8	104.3	110.6	6.3	0.7	2.2	4.5	0.18	84.6
IN054	172	$-49$	248.5	220.2	223.4	3.2	1.9	9.2	17.1	0.55	226.3
incl.				222.0	223.4	1.3	3.9	20.0	36.8	0.53	401.4
IN056	168	$-50$	249.5	152.4	154.0	1.6	0.1	6.5	8.9	0.11	20.6
IN057	175	$-62$	316,0	289.9	302.7	12.8	0.2	0.8	1.4	0.23	23.2
incl.				291.9	294.0	2.1	0.6	1.6	2.9	0.56	73.8
IN059	171	$-64$	213.7	81.4	82.1	0.7	0.1	1.4	2.9	0.09	8.9

DDH	azimuth	dip	depth (m)	FROM	TO					windii Cu_% Pb_% Zn_% Au_g/t Ag_g/t
IN060	172	-50	166	96.3 97.9		1.6 1.7		3.5	7.3	0.95	71.3
IIN061	172	-50		237.1 120.5 122.5 2.1			0.4	1.5	2.2	0.35	40.2
IN061				191.7	196.0	4.3	0.9	1.8	5.4	0.18	55.4

On September 8, 2022, the Company announced La Infanta drill results as follows:

In Spain, there are different classifications of land with respect to environmental sensitivity as it pertains to exploration and development. The portion of the IBW Project that hosts the Infanta deposit falls within the classification where there are minimal environmental restrictions for exploration and activities. The Company has been provided with a copy of a letter from the Environment Department to the Mines Department confirming this is the case and as such there was no requirement for an environmental study for this area of the Project for the purposes of mineral exploration. In order to commence drilling, the Mines Department's regulations require that the reclamation plan filed by the Company for the diamond drill program be published for 30 working days on the government website for comment. The 30-day consultation period was completed in April 2021 and the Company proceeded with the planned diamond drill program.

The El Cura and Romanera areas of the property fall within a more restrictive category of environmental classification in terms of environmental protection to permit a drill program. Both areas require the Autorizacion Ambiental Unificada ("AAU") which was completed with the assistance of FRASA Ingenieros Consultores. The Company completed all studies required by the process including archaeological, flora and fauna studies and has documented support from the two municipalities, Puebla de Guzman and Paymogo, that encompass the project included in the filing documents.

On May 6, 2022, the Andalusian Environment Department in Huelya Province issued and published the Autorizacion Ambiental Unificada -AAU- (environmental authorization) in the official gazette approving the Company's diamond drill plan for the El Cura and Romanera areas which correspond to the west side of the Iberia Belt West. Once issued, the permits are valid for the duration of the license.

On May 10, 2022 the Company initiated the first drill campaign in Romanera.

The drilling campaign initiated at Romanera will cover the area known from the historical drilling and the area around it. The target zone is 1,000 m along strike by at least 400 m deep and the objective is the delineation of the deposit, including potential expansions at depth and along strike. The drilling pattern will be modified according to the results obtained. In order to complete the program, the Company employed as many as 14 drill rigs, for which the services of 6 drilling companies are contracted.

	DDH azimuth dip		depth FROM	TO	(m)				Width cu_% Pb_% Zn_% Au_g/t Ag_g/t
LR002 224		-54	160.3 134.2 148.5		14.3	0.4	2.9		$3.0$ $7.61$ $311.1$
incl. incl.			136.2	144.0	7.8	0.6	2.7	0.7		9.74 372.9
			144.0	148.5	4.6	$0.2^{\circ}$	3.8	8.0		4.56 235.9

On June 23, 2022, the Company announced La Romanera drill results as follows:

DDH	azimuth	dip	depth (m)	FROM	то	Width (m)	Cu %	$Pb \%$	Zn $\%$	Au_g/t	Ag_g/t
LR001	214.38	$-40$	530.6	452.7	461.0	8.3	0.3	0.9	0.2	0.54	140.7
LR001				493.8	502.3	8.6	0.3	0.7	1.2	1.11	43.1
LR003	183.69	$-70$	231.7	126.1	139.5	13.4	0.3	1.8	3.5	1.68	89.8
incl.				129.2	134.2	5.0	0.3	2.2	5.1	2.64	86.6
LR003				174.8	214.7	39.9	0.5	3.0	6.2	2.13	83.1
incl.				174.8	179.1	4.3	0.3	1.2	1.2	4.00	126.9
LR004	191.13	-38	351.6	244.3	255.3	11.0	0.4	1.6	4.5	2.19	42.0
incl.				247.6	250.2	2.6	0.2	4.1	8.9	4.32	70.4
LR004				280.5	304.7	24.3	0.5	3.2	8.2	2.77	65.9
incl.				287.9	293.9	6.0	0.6	3.6	11.5	2.46	59.3

On July 7, 2022, the Company announced La Romanera drill results as follows:

On August 7, 2022, the Company announced La Romanera drill results as follows:

DDH	azimuth	dip	depth (m)	FROM	то	Width (m)	Cu 96			Pb % Zn % Aug/t Agg/t
LR005	224	-66	224.4	117.7	124.7	7.0	0.2	3.9	4.4	2.44	143.1
LR005				168.5	185.4	16.9	0.4	1.0	2.2	2.90	145.2
incl.				173.0	177.0	4.0	0.3	1.5	1.4	4.45	178.8
LR007	188	-57	673.4	547.0	554.0	7.0	0.8	0.7	2.9	0.15	14.7
incl.				547.0	548.0	1.0	3.7	0.2	1.3	0.30	15.5
incl.				551.5	554.0	2.5	0.6	1.5	6.9	0.24	30.5

On September 8, 2022, the Company announced La Romanera drill results as follows:

DDH	azimuth	dip	depth (m)	FROM	TO	Width (m)	$Cu_{26}$	Pb %	Zn_%	Au_g/t	$Ag_g/t$
LR009	204	$-57$	624.8	560.7	567.4	6.7	0.3	1.4	4.2	0.84	102.4
lincl.				566.2	567.4	1.2	0.2	3.8	6.3	2.54	150.8
LR009				581.3	597.8	16.5	0.2	3.1	3.6	2.29	254.7
lincl.				581.3	584.0	2.7	0.5	5.1	0.4	6.02	776.2
lincl.				590.7	593.0	2.4	0.1	4.2	10.5	1.01	140.4
LRO13	206	$-68$	313.3	223.0	227.2	4.2	0.1	1.5	1.1	0.94	43.5
incl.				223.9	225.2	1.3	0.1	4.1	3.3	2.72	98.0
LR013				267.0	287.6	20.6	0.9	0.5	0.8	0.53	46.9
lincl.				268.0	270.0	2.0	0.3	2.0	2.9	2.41	125.0
lincl.				285.6	287.6	2.1	2.6	0.2	1.1	0.27	27.0
LR015	208	-73	244.8	249.4	250.4	1.0	0.4	0.1	0.4	0.92	8.0
LR015				267.4	268.5	1.1	2.2	0.0	0.1	0.19	6.3

DDH	azimuth	dip	depth (m)	FROM	то	Width (m)	Cu %	Pb %	Zn %	Aug/t Agg/t
LR012	210	-67	405.2	332.2	348.8	16.6	0.3	1.4	1.7	2.31	96.8
incl.				332.2	334.4	2.1	0.8	6.6	9.4	4.47	396.7
LR012				389.6	396.1	6.5	0.3	0.1	0.1	1.66	65.0
LR014	198	-61	643	595.1	610.2	15.1	0.3	1.3	6.6	0.13	61.1
LR014				610.7	616.8	6.1	0.3	2.1	10.1	0.68	98.4
LR017	190	-65	653	612.7	614.9	2.2	0.3	3.5	8.3	0.13	27.5
LR017				617.6	619.3	1.8	6.4	0.2	1.0	0.06	18.7

On September 15, 2022, the Company announced La Romanera drill results as follows:

On September 30, 2022, the Company announced La Romanera drill results as follows:

DDH	azimuth	dip	depth (m)	FROM	то	Width (m)	Cu_%	Pb_%		$Zn_{\sim}$ % Au_g/t Ag_g/t
LR019	203	-47	384.6	302.0	333.0	31.0	0.2	0.5	0.6	1.70	37.4
lincl.				317.2	326.8	9.7	0.3	0.5	0.7	3.37	32.1
LR019				345.7	372.5	26.8	2.6	0.5	1.1	0.28	28.6
incl.				357.0	371.0	14.0	4.3	0.8	1.7	0.33	41.7
LR023	190	-54	348.5	281.7	294.3	12.6	0.4	0.3	0.2	1.07	22.3
LR023				317.7	322.9	5.3	0.9	1.2	1.9	0.98	65.7

				On October 13, 2022, the Company announced La Romanera drill results as follows:
--	--	--	--	----------------------------------------------------------------------------------	--	--	--	--	--

DDH	azimuth	dip	depth (m)	FROM	то	Width (m)	Cu %	Pb %	Zn %	Au_g/t	Ag_g/t
LR018	174	$-57$	494	462.3	462.9	0.6	0.4	0.0	0.1	0.06	3.0
LR018				481.0	483.6	2.6	0.1	0.0	0.1	0.21	4.8
LR020	181	-60	354.1	281.7	298.2	16.6	0.3	0.5	0.9	1.24	58.6
incl.				286.5	288.6	2.1	0.1	0.6	2.5	2.40	105.6
LR024	182	$-52$	369.5	285.2	295.8	10.7	0.9	3.8	6.6	1.21	129.7
LR024				318.2	348.2	30.0	0.5	0.6	0.5	3.03	67.6
incl.				319.8	327.3	7.5	0.3	0.9	0.1	7.24	41.6
LR028	202	$-57$	341.4	299.3	303.7	4.4	0.3	2.0	7.3	1.06	94.9
LRO28				315.8	318.6	2.8	0.5	0.1	0.1	0.32	6.9

On November 3, 2022, the Company announced La Romanera drill results as follows:

DDH	azimuth	dip	depth (m)	FROM	то	Width (m)	Cu_%	Pb %	Zn %	Au_g/t	$Ag_g/t$
LR006B	209	$-55$	537.3	472.7	473.2	0.5	0.4	1.4	2.2	1.28	92.0
LR006B				478.7	519.4	40.7	0.3	0.7	0.5	1.64	32.3
incl.				497.8	502.5	4.8	0.2	1.3	1.8	4.23	64.2
incl.				516.4	518.7	2.3	0.5	0.4	0.1	8.23	51.4
LR025	177	-56	207.5	184.2	195.4	11.2	0.4	1.5	4.2	0.79	60.8
incl.				184.2	187.0	2.8	0.3	3.8	12.2	1.72	131.9
LR026	197	-56	489.8	456.9	473.2	16.3	0.4	0.2	0.4	0.65	16.0
incl.				456.9	459.7	2.8	0.6	0.2	0.0	1.97	38.6
LR030	181	$-65$	384.5	325.4	330.7	5.3	0.1	0.6	10.2	0.44	54.5
LR030				356.8	363.1	6.3	1.1	0.4	0.7	1.13	21.4
LR032	182	$-58$	391.1	360.3	367.9	7.5	0.2	0.7	1.0	1.82	43.8
incl.				361.2	364.1	2.9	0.3	0.8	0.9	3.51	65.9
LR033	204	-64	359.7	326.2	328.8	2.6	0.4	1.2	1.0	0.97	65.7

DDH	azimuth	dip	depth (m)	FROM	то	Width (m)	Cu %	Pb %		Zn_% Au_g/t Ag_g/t
LR034	224	$-50$	212.3	142.1	147.9	5.8	0.1	1.3	3.2	1.34	51.4
incl.				145.1	147.9	2.8	0.1	2.3	5.9	2.51	79.5
LR035	204	-65	231.65	186.4	207.4	21.1	0.4	0.3	0.5	0.41	14.0
incl.				191.2	193.2	2.0	0.4	0.9	2.2	2.06	27.5
LR038	182	$-70$	397	340.6	360.3	19.7	0.2	1.7	10.9	0.58	74.6
incl.				349.4	356.3	6.9	0.2	1.9	18.2	0.88	68.3
LR038				362.3	371.2	8.8	0.8	1.8	9.9	0.10	66.4
incl.				367.3	370.5	3.2	1.8	1.4	9.9	0.10	111.4

On December 7, 2022, the Company announced La Romanera drill results as follows:

On December 20, 2022, the Company announced La Romanera drill results as follows:

DDH	azimuth	dip	depth (m)	FROM	то	Width (m)	$Cu_{-}\%$	$Pb_{}$ %	Zn %	Au_g/t	$Ag_g/t$
LR016	181	$-74$	337	260.7	264.5	3.8	0.2	3.2	0.6	1.08	123.7
LR016				288.0	328.2	40.2	0.3	1.5	4.3	1.36	75.5
incl.				288.0	295.0	7.0	0.3	2.6	5.9	2.78	110.5
LR040	200	$-53$	512.55	485.4	506.0	20.6	0.3	1.0	0.6	1.54	62.3
LR044	196	$-53$	356.4	288.3	292.7	4.4	0.7	6.1	9.2	2.14	207.3
LR046	196	-60	386	308.2	315.7	7.5	0.7	0.5	0.4	2.24	132.0
LR046				319.4	341.6	22.2	1.0	0.1	0.0	0.45	72.0
LR046				359.8	362.0	2.2	1.4	0.5	1.6	0.82	37.9
LR047	198	$-59$	360.45	307.0	338.5	31.6	0.2	0.7	3.9	0.39	46.0
LR052	198	$-65$	412.7	360.2	366.5	6.3	0.6	0.1	0.1	0.51	28.6
LR052				374.6	378.8	4.2	0.9	0.1	0.0	0.32	8.5
LR057	199	-65	371.95	301.4	327.4	26.0	0.3	2.2	0.4	1.71	204.8
incl.				319.0	326.6	7.6	0.2	4.7	1.0	1.84	277.1
LR057				328.8	353.8	25.1	0.3	1.5	6.0	0.74	82.0
incl.				343.9	350.5	6.6	0.3	2.6	9.7	0.89	125.1

On January 20, 2023, the Company announced La Romanera drill results as follows:

DDH	azimuth	dip	depth (m)	FROM	T O	Width (m)	Cu %	Pb_%	Zn %	Au_g/t	$Ag_g/t$
LR037	182	$-64$	432.9	355.7	369.3	13.6	1.4	0.2	0.0	0.29	21.8
incl.				358.2	361.9	3.7	3.5	0.3	0.0	0.45	47.4
LR037				374.7	384.0	9.3	0.4	0.5	0.3	0.72	97.9
incl.				376.7	379.8	3.1	0.9	0.6	0.1	0.64	223.0
LR043	224	-59	257.3	160.2	167.7	7.5	0.1	0.9	3.3	0.89	31.9
incl.				160.8	163.4	2.7	0.2	2.1	8.4	1.87	78.9
LR045	203	-60	423.8	380.4	412.2	31.8	0.3	0.3	0.1	0.51	32.5
incl.				397.5	412.2	14.6	0.4	0.7	0.1	0.94	66.4
LR054	180	$-69$	312.7	245.9	278.1	32.2	0.6	0.5	2.3	0.53	30.4
incl.				245.9	255.4	9.5	0.1	1.4	6.8	1.48	75.7
LR071	198	$-71$	325.9	182.7	195.5	12.8	0.3	1.9	5.2	1.45	99.1
LR071				195.5	208.5	13.0	0.3	0.5	1.6	0.53	44.9
LR074	184	-50	467.2				NO SIGNIFICANT INTERSECTS
LR084	184	$-62$	512.6	477.7	483.5	5.8	0.2	1.9	3.6	1.00	112.3
LR091	164	$-64$	384.2	327.0	334.4	7.4	0.4	1.9	8.5	1.29	153.3
LR091				364.1	366.9	2.8	0.2	0.8	3.2	0.76	43.0
LR098	164	-60	394.4	296.0	303.3	7.3	0.1	1.0	5.9	0.38	55.9
LR098				333.8	338.7	4.9	0.1	1.1	2.6	1.55	34.0
LR098				348.0	354.0	6.0	0.5	2.3	6.8	0.53	83.1

DDH	azimuth	dip	depth (m)	FROM	TO	Width (m)	Cu %	Pb %	Zn_%	Au $g/t$	$Ag_g/t$
LR036B	204	$-69$	386.2	337.3	340.3	3.1	0.1	0.2	0.2	1.15	14.8
LR042B	207	$-69$	413.3	352.6	360.6	8.0	0.2	2.8	4.5	1.30	72.4
incl.				354.1	357.9	3.8	0.2	5.8	8.7	2.51	139.3
LR042B				389.8	394.7	4.9	0.4	0.5	1.5	0.12	7.3
LR049	217	$-79$	312.3	286.8	289.5	2.8	0.4	0.6	1.2	0.54	24.0
LR049				296.2	299.6	3.5	0.1	1.2	2.1	1.08	51.6
LR051	201	-65	524.0	488.9	506.8	18.0	0.4	0.5	0.7	0.44	21.4
incl.				503.4	505.7	2.3	0.4	1.9	2.2	1.00	72.1
LR053	201	-56	533.0	473.7	510.2	36.5	0.3	0.6	0.5	0.47	36.3
LR058	210	$-73$	419.6	374.6	379.3	4.7	0.1	0.6	1.3	0.36	33.5
LR064	198	$-55$	559.5	507.2	531.5	24.3	0.2	2.0	5.1	1.16	100.5
incl.				507.2	514.3	7.1	0.2	3.1	12.4	0.80	67.7
LR065	237	-64	586.1				NO SIGNIFICANT INTERSECTS
LR066	221	-61	364.9	346.0	349.8	3.8	0.3	0.5	0.8	0.53	18.4
LR077	184	$-68$	378.7				NO SIGNIFICANT INTERSECTS
LR082	191	$-52$	514.0	445.3	456.5	11.2	1.6	0.1	0.0	0.58	18.3
LR082				461.5	466.0	4.5	2.3	0.1	0.0	0.56	45.3
LR082				474.0	478.2	4.2	0.1	2.8	4.1	1.42	76.3
LR086	191	-76	233.4	203.8	222.2	18.5	0.4	1.1	2.5	0.57	28.4

On February 2, 2023, the Company announced La Romanera drill results as follows:

The Company has currently completed 125 drill holes at La Romanera, with another 7 in progress. At La Infanta, 85 drill holes have been completed to date and 4 holes are in progress. The Company is planning to complete the maiden NI 43-101 Technical Report and Mineral Resource estimate for IBW during Q2-2023, having awarded the contract to complete the independent estimate to Wardell Armstrong International. The Company expects to complete the databases for both La Romanera and La Infanta deposits for this estimate in mid-March 2023 so the resource modeling can proceed. The Company plans to complete approximately 50 more holes by that time, and it is expected that both deposits will remain open for further expansion.

Nuevo Tintillo Property - Description

The Company applied for the group of concessions of El Tintillo on September 12, 2014. The definitive admission of the application was announced on June 8, 2021, which constituted the awarding of the concessions to the Company. The awarding was published in the BOJA, Regional Gazette of Andalucia Region, and in the BOE, the National Spanish Gazette, most recently on August 17, 2021. Emerita España is registered on the Junta de Andalusia official website as the owner of the mineral rights to the Nuevo Tintillo Project. On June 20, 2022, the Company received a final granted resolution, extending the exploration permit until June 20, 2025.

The Nuevo Tintillo project, located in Seville province, covers approximately 25km of important stratigraphy in the western part of the Iberian Pyrite Belt. The project is easily accessible by road from Seville for approximately 40km. The giant Rio Tinto mine occurs along strike to the northwest, as does the Aguas Tendias mine and the Aznacollar Project and the Cobre Las Cruces Mine of First Quantum occur to the southeast of the Nuevo Tintillo property. There are seven known mineral occurrences and small past producers within the Nuevo Tintillo project area, and the area has not been explored systematically in decades.

In July 2022, the Company completed high-resolution airborne geophysical surveys, constituting the first mineral exploration activity in the area since the late 1980's.

In total, 15 target areas characterized by strong conductors have been prioritized within the Nuevo Tintillo property. On the west side of the project, the strongest conductors are coincident with the location of the past-producing Santa Flora and Nazaret mines areas. The mineralization is characterised by strong

conductors, in the order of 50-80 ohm-m, and a dip to the North, very similar to what has been observed in the Tintillo deposit on the east side of the survey area.

On the west side, the extensive, strong conductors occur in the area of the small, past producing Santa Flora and Nazaret mines. These mines date to the early part of the last century before any modern exploration technology existed, yet this underexplored area is within sight of the giant Rio Tinto deposit further west. Further details of the airborne survey can be found in the Company's press release dated July 20, 2022.

On February 16, 2023, the Company submitted applications to expand the highly prospective Nuevo Tintillo property package in the Andalusia Region of Spain. The applications have been accepted by local authorities and posted to the government web site. Recent field mapping and sampling programs by Emerita geologists have confirmed Emerita's interpretation of the Nuevo Tintillo regional geologic environment and its stratigraphic similarity to adjacent properties hosting large base metal deposits. The additional land package under application is on trend with many of the recently identified target areas on the existing Nuevo Tintillo property and more than doubles the size of Emerita's mineral rights in the eastern part of the Iberian Pyrite Belt. When the land application process is finalized, Emerita's Nuevo Tintillo holdings will be approximately 14,500 hectares, which is an increase from the current 6,875 hectares. Nuevo Tintillo has seen little modern exploration despite its location in one of the oldest known mining districts on earth. Evidence of small-scale artisanal workings exist throughout the Nuevo Tintillo property but there is no record of modern exploration.

Nuevo Tintillo Property - Outlook

The Company continues with detailed geological mapping, and has initiated complete detailed ground gravity surveys where appropriate to augment the regional gravimetry to search for anomalies of denser bodies in order to help prioritize the conductors. Massive sulphide masses are conductive and dense, and the two properties together with a favourable geology will determine the priority areas for further exploration. The gravity survey is expected to be completed in early Q2-2023 and is centered in the Santa Flora Mine. where conductors anomalies were identified. The spatial analysis of TEM anomalies, gravimetric anomalies, detailed mapping and geochem sampling when appropriate will serve to identify prospective areas. The Company will select drilling targets based on these results, therefore the planned drill testing at Nuevo Tintillo has been moved to Q3-2023.

Sierra Alta Property - Description

The Sierra Alta property is comprised of one exploration permit which consists of 90 mining claims comprising 2,700 hectares in the "Navelgas Gold Belt" in the Asturias region of northwestern Spain. The

Company applied for the permit on November 18, 2013 and received notice that the permit for the property had been granted on July 26, 2015. The concession is valid for a three-year term and is renewable for equal and successive periods of three years.

The area is characterized by extensive ancient Roman gold mine workings that align for over 10 kilometres along a NNE-SSW striking structure, of which the two largest historical excavations occur within the property boundary.

On October 19 2022, the extension of the Exploration Permit was granted to the company "Emerita" Resources España SLU" until October 19, 2023.

On October 31, 2022, favourable resolutions were obtained from the Department of Mines and Cultural Heritage. The Company also received a favourable resolution authorizing drilling in Sierra Alta which will commence in the 2^nd quarter of 2023.

Sierra Alta Property - Exploration

In July 2016, the Company commenced exploration on the Sierra Alta property. The initial exploration program consisted of detailed geological mapping, bedrock sampling and trenching, where required. The program was designed to identify and evaluate areas with high grade gold mineralization along more than four kilometers of strike length and prioritize the target areas for diamond drilling in a subsequent program. The initial area of focus is characterized by a high density of ancient Roman mining excavations which are distributed along a geological structure that appears to control the distribution of the mineralization.

There are two main gold geochemical anomalies within the Sierra Alta property. The anomaly in the North is approximately 3.0 kilometres long by 300 metres wide, and the one in the South is approximately 1.5 kilometres long by 200 metres wide. Recent exploration has been focused on the Northern anomaly where there is a high concentration of ancient mining excavations.

The Company has signed a binding letter agreement with Western Metallica Corp. ("Western"), a publicly traded company, pursuant to which Western may earn a 55% interest in the Sierra Alta project (the "Sierra" Transaction"). Sierra Alta is a legacy project of the Company, and not presently a focus.

To earn its 55% interest, Western shall:

• 1. Pay \$50,000 in cash to the Company (paid).
• Issue 786,632 shares of Western to the Company (completed); $2.$
• Spend \$500,000 on mineral exploration of the project prior to December 31, 2022 3. (completed), and;
• 1. Enter into a binding joint venture agreement with the Company (in process).

Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), entering into the letter agreement with Western is a "related party transaction" as Joaquin Merino, Emerita's President and a member of Emerita's board, is a significant shareholder of Western and is Western's Chief Executive Officer. The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the transactions contemplated by the PPA by virtue of sections 5.5(b) and 5.7(e), respectively, of MI 61-101. The letter agreement with Western was considered and unanimously approved by the board of directors of the Company. Mr. Merino abstained from voting on this matter. The alternative for the Company to not pursuing this transaction with Western would be to divest itself of the Sierra Alta project for no consideration.

Plaza Norte Property - Description

On October 26, 2017, the Company, along with, inter alia, its Spanish joint venture partner, was awarded exploration concessions for 120 claims comprising 3,600 hectares in the Santillana Syncline (the "Plaza" Norte Project"), through the public tender organized by the government of Cantabria.

The Company participated in the tender process through a joint venture company, CDZ, of which the Company owns a 50% interest. The remaining ownership interest is majority held by the Aldesa Group of Companies ("Aldesa"). Aldesa is a specialized infrastructure construction group with over 40 years experience in the construction industry in Spain and internationally. Emerita and Aldesa formed a joint venture for the purpose of participating in the exploration and development of the Plaza Norte Project.

On January 28, 2022, the Company announced that Aldesa had restructured its business and that ownership of the Plaza Norte Project was no longer a strategic fit for their business. The Company has reviewed the data from the drilling conducted by the joint venture and evaluated the remaining potential. The targets are deep, between 550-750 meters, and the intercepts from the drilling to date are subeconomic at those depths. Therefore, the joint venture partners have agreed to dissolve the joint venture and the project is expected to be sold or relinquished.

The Plaza Norte Project is no longer relevant to the Company, so the Company has not completed exploration work of any kind in the area and does not intend to expend any resources on the property going forward.

Aznalcóllar Tender

On December 16, 2014, the Company submitted a detailed technical proposal, which was the final requirement for the final stage of the public tender process for the Aznalcóllar Project.

The Aznalcóllar Project is a past producing property within the Iberian Pyrite Belt that hosted the Aznalcóllar and Los Frailes open pit zinc-lead-silver mines. The focus of the project is the re-development of the Los Frailes deposit which was developed in the mid-1990s. The historical open pit mineral resource as calculated by the previous operator of the mine was estimated to be 71 million tonnes grading 3.86% zinc. 2.18% lead, 0.34% copper and 60 ppm silver. Reports by the operation's mine department and a review of the diamond drilling data for the mine indicate the existence of a higher-grade portion of the resource that was estimated by the previous mine operator to contain 20 million tonnes grading 6.66% zinc, 3.87% lead. 0.20% copper and 84 ppm silver.

On February 23, 2015, the panel evaluating the bids for the Aznalcóllar Project on behalf of the Junta of Andalusia (the "Panel") recommended that the tender be granted to one of the Company's competitors in the bidding process. On February 26, 2015, the Head of the Mine Department of the Junta Andalusia confirmed that the tender process had been concluded and formally granted the tender to the Company's competitor, Minera Los Frailes SL ("Los Frailes").

Given the strength of its proposal, the Company initiated an appeal to the tender process on February 27, 2015 and was accepted by a Seville court judge on March 2, 2015.

The Company has been engaged in a lengthy litigation process relating to corruption and prevarication charges against officials of the outgoing Junta in Andalusia related to the public tender for the Aznalcóllar Project. In October 2019, five judges of the Appellate Court of Seville unanimously ruled in favour of Emerita's appeal of a lower court's decision to dismiss a criminal case against the Andalusian government panel responsible for awarding the Aznalcóllar Project and the former Director of Mines of the Government of Andalusia. The criminal case was re-opened, and the scope of criminal charges expanded. All testimony relating to this phase of the proceedings has now been completed.

On July 9, 2021, the Company announced that the presiding judge of Court No. 3 of Seville, Judge Patricia Fernandez, had issued new indictments for the irregularities committed in the awarding of the Aznalcollar public tender, abiding by the mandate of the Superior Court's ruling (Please see the Company's June 24, 2021 press release). This was an important development in that this was the court that initially heard the charges and until then was not fully aligned with the Superior Court's (Provincial) rulings. Upon final review of the body of evidence, the presiding judge of Court No. 3 has reconsidered the Court's position relative to earlier rulings and has increased the number of people charged with crimes as well as added an additional serious charge. The Company is now awaiting the presiding judge's resolution of the case.

According to Spanish legal counsel, laws relating to public tenders in Spain stipulate that if there is commission of a crime in the awarding of a public tender, the bid shall be disqualified, and the tender awarded to the next qualified bidder. In the case of the Aznalcóllar Project, Emerita is the only other qualified bidder. The exact timing of the legal process cannot be determined at this time and whether or not this process will result in the Company ultimately winning the rights to Aznalcóllar project remains uncertain. Emerita remains committed to working with the community of Aznalcóllar to develop the Project in an environmentally responsible manner to benefit all stakeholders.

With a successful acquisition, Emerita would commence work immediately upon receiving appropriate permits to carry out drilling on the property and complete an NI 43-101 compliant mineral resource estimate required for the completion of a feasibility study in support of development of a mining operation at the site. For a summary of the legal proceedings and summary of the Aznalcóllar Project, please refer to the news releases of October 4 and October 29, 2019, May 4, 2020, and February 10, 2021.

On October 17, 2021 the Company announced that the Administrative Court of Andalucia (the "Administrative Court") had notified the Company that it would be making a ruling in the administrative case initiated by the Company in 2015. The application to the Administrative Court was filed by Emerita in 2015 because Emerita considered the awarding of the Aznalcóllar project pursuant to the public tender process to be unfair, arbitrary and inconsistent with the well-defined rules and laws of the tender process and Spanish law.

The Company perceives the Administrative Court's notice as a very positive development as Emerita's external Spanish legal counsel ("Counsel") has advised the Company that the Administrative Court has the authority to make a determination to award the Aznalcóllar project to Emerita.

This administrative process is separate from the ongoing criminal proceedings (see the Company's press release dated October 6, 2021) regarding the alleged crimes committed in the awarding of the Aznalcóllar tender and this gives Emerita another path forward to obtaining the rights to the Aznalcóllar project. The Administrative Superior Court of Andalucia agreed to the Company's request to withhold its resolution with respect to the Aznalcóllar administrative case until the Criminal Court trial is resolved. This is viewed by the Company's external Spanish legal counsel as an important ruling as it ensures that the criminal process, where most of the evidence has been collected, will be sufficiently advanced so that the evidence of the criminal trial can be used in the administrative case (see the Company's press release dated May 2, 2022).

On November 25, 2022, the Company announced that the Third Section of the Provincial Court of Seville has set March 3, 2025 as the date for the criminal trial on the alleged crimes committed during the process of awarding the Aznalcóllar tender. The trial is an oral hearing that is expected to be completed on July 15, 2025. It was a surprise to the Company that the court date was set so far in the future. The Company is consulting with its Spanish legal counsel to explore whether anything can be done to accelerate the process.

The Court has reserved up to 40 sessions including days in March, April, May, June and July 2025. The oral trial has been scheduled at 10:00 AM (local Seville time) on the following days:

1) March 3 and 4, 2025 (pre-trial matters) and March 31, 2025.

2) On April 1, 2, 7, 8, 9, 21, 22 and 23, 2025.

3) On May 12, 13, 14, 19, 20, 21, 26, 27 and 28, 2025.

4) On June 2, 3, 4, 9, 10, 11, 16, 17, 18, 23, 24, 25 and 30, 2025.

5) On July 1, 2, 7, 8, 9, 14 and 15, 2025.

The 16 defendants face sentences totaling up to 348 years in prison for the alleged rigging of the Aznalcóllar mining tender, including accusations of influence peddling, fraud, embezzlement and bribery.

Liquidity and Capital Resources

As at December 31, 2022, the Company had working capital of \$16,116,276 (September 30, 2022 – \$20,138,706), which included a cash and equivalents balance of \$13,791,467 (September 30, 2022 -\$20,109,507), amounts receivable of \$2,471,864 (September 30, 2022 - \$1,562,650), marketable securities of \$55,064 (September 30, 2022 - \$74,730) and prepaid expenses and advances of \$433,939 (September 30, 2022 - \$232,198), offset by accounts payable and accrued liabilities of \$636,058 (September 30, 2022 $-$ \$1,840,379).

During the three months ended December 31, 2022, 3,278,636 of the Company's warrants were exercised, generating aggregate net proceeds of \$610,491. (Three months ended December 31, 2021 - 12,038,683 warrants and 650,000 stock options generating \$3,913,588).

Results of Operations

During the three months ended December 31, 2022, the Company recorded a loss of \$4,614,741, or \$0.02 per share, compared with a loss of \$2,123,210, or \$0.01 per share, during the three months ended December 31, 2021. The Company saw a significant increase in exploration activity over the comparative period related to its IBW Project.

Expenses incurred during the three months ended December 31, 2022 included \$384,361 in consulting and management fees; \$187,816 in shareholder communications, filing fees, and promotional expenses; \$63,817 in travel expenses related to the Company's exploration properties; \$31,907 in office expenses for office administration services; and \$22,500 in professional fees related to legal expenses and the preparation and audit of the Company's financial statements. During the three months ended December 31, 2022, project evaluation expenses of \$4,070,797 were incurred relating to the evaluation of mineral properties in Spain.

Expenses incurred during the three months ended December 31, 2021 included \$342,860 in consulting and management fees; \$112,288 in shareholders communications, filing fees, and promotional expenses; \$43,508 in travel expenses related to the Company's exploration properties; \$31,431 in office expenses for office administration services; and \$20,000 in professional fees related to the preparation and audit of the Company's financial statements. In addition, project evaluation expenses of \$1,525,161 were incurred, relating to the evaluation of mineral properties in Spain.

Cash flows

Three months ended December 31, 2022

During the three months ended December 31, 2022, the Company used cash of \$6,902,488 on operating activities. Cash used in operating activities consisted primarily of project evaluation expenses incurred on the Company's properties in Spain, and corporate general and administrative expenses.

During the three months ended December 31, 2022, the Company used cash of \$26,043 on investing activities, related to reclamation deposits paid in connection with the Company's exploration properties.

During the three months ended December 31, 2022, financing activities generated \$610,491 from proceeds received from the exercise of some of the Company's outstanding warrants.

Three months ended December 31, 2021

During the three months ended December 31, 2021, the Company used cash of \$2,856,001 on operating activities. Cash used in operating activities consisted primarily of new project evaluation expenses incurred on the Company's properties in Spain, and corporate general and administrative expenses.

During the three months ended December 31, 2021, the Company used cash of \$166,486 on investing activities, related to reclamation deposits paid in connection with the Company's exploration properties and investments in property, plant and equipment.

During the three months ended December 31, 2021, financing activities generated \$3,913,588 consisting of proceeds from the exercise of some of the Company's outstanding options and warrants.

Select Annual Information

Select annual financial information for the years ended September 30, 2022, 2021 and 2020 is presented in the table below:

	2022	2021	2020
Revenues	۰
Loss and comprehensive loss	(20, 705, 766)	(17, 231, 030)	(1,236,298)
Loss per share, basic	(0.11)	(0.13)	(0.02)
Total assets	22,620,023	27,418,795	1,105,001
Working capital ('000s)	20,139	26,113	(491)

Select Quarterly Information

Select quarterly financial information for the most recent eight quarters is presented in the table below:

		Operating		Gain/(loss) per
Period	Revenue (1)	costs	Gain/(loss)	share	Total assets
Q1- December 2022		(4, 761, 198)	(4, 614, 741)	(0.02)	17,411,452
Q4- September 2022		5,712,669	(5,313,399)	(0.03)	22,620,023
Q3- June 2022	$\overline{\phantom{a}}$	2,721,532	(3,003,255)	(0.02)	25,646,247
Q2- March 2022		10,467,003	(10, 265, 902)	(0.05)	28,544,775
Q1- December 2021	$\blacksquare$	2,075,248	(2, 123, 210)	(0.01)	28,805,215
Q4-September 2021		13,749,202	(13, 775, 717)	(0.10)	27,418,795
Q3- June 2021	۰	1,386,795	(1,224,908)	(0.01)	8,526,237
Q2- March 2021		1,586,273	(1,568,270)	(0.01)	6,625,759

Explanatory Notes:

1) The Company has no sales revenues.

Financial Instruments

Financial instruments recorded at fair value on the statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

• a) Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
• b) Level 2 Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and
• c) Level 3 Inputs for assets and liabilities that are not based on observable market data.

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

The Company's financial instruments include cash and cash equivalents, amounts receivable, marketable securities, and accounts payable and accrued liabilities. The carrying values of these financial instruments reported in the statement of financial position approximate their respective fair values due to the relatively short-term nature of these instruments. As at December 31, 2022, the Company's financial instruments that are carried at fair value, being cash equivalents and marketable securities, are classified as Level 2 and Level 1, respectively, within the fair value hierarchy.

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

(a) Credit risk

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to the counterparty by the Company where a legal right of set-off exists and also includes the fair values of contracts with individual counterparties which are recorded in the financial statements.

a. Trade credit risk

As at December 31, 2022, the Company has recorded \$2,275,610 in sales tax receivable from the Canadian and Spanish tax authorities (September 30, 2022: \$1,341,724). Any potential reassessment subsequent to the financial statement reporting date could have a material effect on the Company's financial condition and results of operations.

b. Cash and cash equivalents

In order to manage credit and liquidity risk, the Company's policy is to invest only in highly rated, investment grade instruments. Limits are also established based on the type of investment, the counterparty and the credit rating.

(b) Currency risk

Currency risk is the risk that the fair value of, or future cash flows from, the Company's financial instruments will fluctuate because of changes in foreign exchange rates. The Company's foreign currency risk arises primarily with respect to the Euro from its property interests in Spain, and US dollars from operations. Fluctuations in the exchange rates between these currencies and the Canadian dollar could have a material effect on the Company's business, financial condition and results of operations. The Company does not engage in any hedging activity to mitigate this risk.

As at December 31 and September 30, 2022, the Company had the following financial instruments denominated in foreign currency (expressed in Canadian dollars):

POSCHINGT AT LATE
	Euro	US dollars
Cash	2.140.145 \$	547
Accounts payable and accrued liabilities	(447.896)	(30, 862)
	1.692.249	(30.315)

December 31, 2022

September 30, 2022
---------------------------	--

	Euro		US dollars
Cash		2.924.145 - \$	6.660
Accounts payable and accrued liabilities		(1,639,132)	(16, 011)
		1,285,013 \$	(9.351)

A 10% strengthening (weakening) of the Canadian dollar against the Euro would decrease (increase) net loss by approximately $$169,200$ (September 30, 2022 - $$128,500$ ).

A 10% strengthening (weakening) of the Canadian dollar against the US dollar would decrease (increase) net loss by approximately $$(3,000)$ (September 30, 2022 - $$(900)$ ).

(c) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. At December 31, 2022, the Company had a cash and cash equivalents balance of \$13,791,467 (September 30, 2022 - \$20,109,507) to settle current liabilities of \$636,058 (September 30, 2022 - \$1,840,379). The Company's trade payables have contractual maturities of less than 30 days and are subject to normal trade terms.

d) Commodity / Equity price risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, as they relate to gold, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. Commodity price risk is remote as the Company is not a producing entity.

e) Commodity / Equity price risk

The Company is exposed to market risk in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favourable prices.

Critical Accounting Policies

The Company's significant accounting policies are described in Note 3 to the audited consolidated financial statements for the year ended September 30, 2022. The preparation of statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The following is a list of the accounting policies that management believes are critical, due to the degree of uncertainty regarding the estimates and assumptions involved and the magnitude of the asset, liability or expense being reported:

• Foreign currencies $\bullet$
• Exploration and evaluation properties

Foreign currencies

The Foreign currency translation presentation and functional currency of the Company and its subsidiary is the Canadian dollar

Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date of the statement of financial position. Exchange differences are recognized in operations in the period in which they arise.

The Company makes expenditures and incurs costs in Euros ("EUR"), and United States Dollars ("US\$"). At September 30, 2022, one Canadian dollar was worth US\$0.7383 (September 30, 2022- US\$0.7296); and EUR 0.6917 (September 30, 2022 – EUR 0.7472). During the three months ended December 31, 2022, the average value of one Canadian dollar was US\$0.7364 (December 31, 2021 - US\$0.7937); and EUR 0.7213 (December 31, 2021 - EUR 0.6940).

Project evaluation expenses

	For the three months ended December 31.
		2022		2021
Land management fees, taxes and permits	\$	5,072	- \$	8,205
Labour		528,329		238,037
Drilling and geophysics		2,813,940		493,594
Travel, meals and accomodations				32,354
Legal fees		101,189		309,370
Project overhead costs		622,267		443,601
Total project evaluation expenses	S	4.070.797	S	1,525,161

Commitments and Contingencies

The Company's exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company expects to make expenditures to comply with such laws and regulations.

The Company is party to certain management contracts. These contracts contain minimum commitments of approximately \$530,500 (2021 - \$592,000) and additional contingent payments of up to approximately \$1,890,000 (2021 - \$2,130,000). As a triggering event has not taken place, the contingent payments have not been reflected in the consolidated financial statements.

Certain officers of the Company will receive aggregate bonus payments totaling \$400,000 upon the award of the Aznalcóllar Project in Spain and the completion of a subsequent financing. As a triggering event has not yet taken place, these contingent payments have not been reflected in the consolidated financial statements.

The Company is subject to various claims, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable, and the amounts are estimable. Although the outcome of such matters cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material adverse effect on the Company's financial condition, operations or liquidity.

Transactions with Related Parties

As at December 31, 2022, an amount of \$16,458, included in accounts payable and accrued liabilities, was owed to directors and officers of the Company (September 30, 2022 - \$14,432). The amounts outstanding on fees are unsecured, non-interest bearing, with no fixed terms of repayment.

As at December 31, 2022, an amount of \$85,184, included in amounts receivable, was owed to Western (September 30, 2022: \$78,851). The Company has common directors and officers with Western.

As at December 31, 2022, an amount of \$111,069, included in amounts receivable, was owed to the Company by directors and officers of the Company (September 30, 2022: \$134,864). The amounts outstanding are unsecured, non-interest bearing, with no fixed terms of repayment.

On April 20, 2020, the Company signed a binding letter agreement with Western, pursuant to which Western would earn a 55% interest in the Sierra Alta project. A director and officer of Western is also a director and officer of the Company.

Compensation of key management personnel of the Company

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. During the three months ended December 31, 2022 and 2021, the remuneration of directors and other key management personnel are as follows:

	Three months ended December 31.
		2022		2021
Management fees		256.748 \$		253.303

Risk Factors

Mining exploration inherently contains a high degree of risk and uncertainty, which even a combination of careful evaluation, experience and knowledge may not eliminate. The following are certain factors relating to the business of the Company, which investors should carefully consider when making an investment decision concerning the Company's shares. These risks and uncertainties are not the only ones facing the Company. Additional risks and uncertainties not presently known that the Company currently deems immaterial, may also impair the operations of the Company. If any such risks occur, the financial condition, liquidity and results of operations of the Company could be materially adversely affected and the ability of the Company to implement its growth plans could be adversely affected. An investment in the Company is speculative. An investment in the Company will be subject to certain material risks and investors should not invest in securities of the Company unless they can afford to lose their entire investment. The following is a description of certain risks and uncertainties that may affect the Company.

Exploration and Mining Risks

The Company is engaged in mineral exploration and development activities. Mineral exploration and development involves a high degree of risk and few properties, which are explored and ultimately developed into producing mines. The long-term profitability of the Company's operations will be in part directly related to the cost and success of the Company's exploration programs, which may be affected by a number of factors beyond the Company's control. Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of mineral resources, any of which could result in work stoppages, damage to property, and possible environmental damage. Hazards such as unusual or unexpected formations and other conditions such as formation pressures, fire, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable machinery, equipment or labour are involved in mineral exploration, development and operation. The Company may become subject to liability for pollution, cave-ins or hazards against which it cannot insure or against which it may elect not to insure. The payment of such liabilities may have a material, adverse effect on the Company's financial position. The Company relies upon consultants and others for exploration and development expertise. Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.

Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing mineral properties is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, allowable production, importing and exporting of minerals and environmental protection.

Novel Coronavirus ("COVID-19")

The Company's operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company's operations and ability to finance its operations.

Substantial Capital Requirements and Liquidity

Substantial additional funds for the establishment of the Company's current and planned operations will be required. No assurances can be given that the Company will be able to raise the additional funding that may be required for such activities, should such funding not be fully generated from operations. Mineral prices, environmental rehabilitation or restitution, current financial conditions, revenues, taxes, capital expenditures, operating expenses and geological results are all factors which will have an impact on the amount of additional capital that may be required. To meet such funding requirements, the Company may be required to undertake additional equity financing, which would be dilutive to shareholders. Debt financing, if available, may also involve restrictions on financing and operating activities. There is no assurance that additional financing will be available on terms acceptable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and pursue only those projects that can be funded through cash flows generated from its existing operations, if any.

Financing Risks and Dilution to Shareholders

The Company will have limited financial resources, no operations and no revenues. Even if the Company's exploration program on one or more of the properties is successful, additional funds will be required for the purposes of further exploration and development. There can be no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be available on favourable terms or at all. It is likely such additional capital will be raised through the issuance of additional equity which would result in dilution to the Company's shareholders.

Stage of Development

The Company is in the business of exploring for mineral exploration, with the ultimate goal of producing mineral resources from, its properties. None of the Company's properties have commenced commercial production and it has no history of earnings or cash flow from its operations. As a result of the foregoing, there can be no assurance that the Company will be able to develop any of its properties profitably or that its activities will generate positive cash flow. The Company's operating expenses and capital expenditures may increase in subsequent years in relation to the engagement of consultants and personnel, and the purchase of equipment associated with advancing exploration, development and commercial production of the Company's properties. The Company expects to continue to incur losses for the foreseeable future. There can be no assurance that the Company will generate any revenues or achieve profitability. A prospective investor in the Company must be prepared to rely solely upon the ability, expertise, judgment, discretion, integrity and good faith of management in all aspects of the development and implementation of the Company's business activities.

No Mineral Resources or Mineral Reserves

Resource exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital.

The Company's properties are in the exploration stage only and, to date, no mineral resources or mineral reserves have been identified. Development of the Company's properties will follow only if favourable exploration results are obtained. The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. There is no assurance that any mineral resources or mineral reserves will be identified or developed. The long-term profitability of the Company's operations will in part be directly related to the costs and success of its exploration programs, which may be affected by a number of factors.

Substantial expenditures are required to establish mineral resources and mineral reserves and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

Fluctuating Mineral Prices

The economics of mineral exploration are affected by many factors beyond the Company's control, including commodity prices, the cost of operations, variations in the grade of minerals explored and fluctuations in the market price of minerals. Depending on the price of minerals, the Company may determine that it is impractical to continue a mineral exploration operation.

Mineral prices are prone to fluctuations and the marketability of minerals is affected by government regulation relating to price, royalties, allowable production and the importing and exporting of minerals, the effect of which cannot be accurately predicted. There is no assurance that a profitable market will exist for the sale of any minerals that may be found on the Properties.

Regulatory, Permit and License Requirements

The current or future operations of the Company require permits from various governmental authorities, and such operations are and will be governed by laws and regulations that may concern, among other things, exploration, development, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, site safety and other matters. Companies engaged in the exploration and development of mineral properties generally experience increased costs and delays in development and other schedules because of the need to comply with applicable laws, regulations and permits. There can be no assurance that all permits which the Company may require for facilities and the conduct of exploration and development operations on its properties will be obtainable on reasonable terms, or that such laws and regulations will not have an adverse effect on any exploration or development project which the Company might undertake.

Failure to comply with applicable laws, regulations and permitting reguirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be

curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in exploration and development operations may be required to compensate those suffering loss or damage by reason of the exploration and development activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of mineral companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or exploration and development costs, or require abandonment or delays in the development of new or existing properties.

With respect to the Aznalcóllar tender appeal process, there can be no certainty with respect to further developments of the appeal or the results of any recourse initiated by the applicable governmental entities in Spain with respect to the tender processes. In addition, there can be no certainty with respect to the timing regarding any potential resolution of the tender review process, the ability of the Company to be successful with its appeal or the potential for the Company to be awarded the project.

Title to Properties

Acquisition of title to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed. The Company cannot give an assurance that title to some or all the Company's interest in its properties will not be challenged or impugned. Mineral properties sometimes contain claims or transfer histories that examiners cannot verify. A successful claim that the Company does not have the interest it understands it has in its properties could cause the Company to lose any rights to explore, develop and mine any minerals on such properties without compensation for its prior expenditures relating thereto.

Competition

The mineral exploration and development industry is highly competitive. The Company will have to compete with other companies, many of which have greater financial, technical and other resources than the Company, for, among other things, the acquisition of minerals claims, leases and other mineral interests, as well as for the recruitment and retention of qualified employees and other personnel. Failure to compete successfully against other companies could have a material adverse effect on the Company and its prospects.

Reliance on Management and Dependence on Key Personnel

The success of the Company will be largely dependent upon the performance of its directors and officers and the ability to attract and retain key personnel. The loss of the services of these persons may have a material adverse effect on the Company's business and prospects. The Company will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that the Company can maintain the service of its directors and officers, or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.

Environmental Risks

The Company's exploration and appraisal programs will, in general, be subject to approval by regulatory bodies. Additionally, all phases of the exploration, development and mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and national and local laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with exploration, development and mining operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach

may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.

Local Resident Concerns

Apart from ordinary environmental issues, the exploration, development and mining of the Company's properties could be subject to resistance from local residents that could either prevent or delay exploration and development of the properties.

Conflicts of Interest

Certain of the directors and officers of the Company will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including mineral resource companies) and, as a result of these and other activities, such directors and officers may become subject to conflicts of interest. The Business Corporations Act (Ontario) ("OBCA") provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to a Company, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the OBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the OBCA.

Foreign Operations

The Company's properties are located in Spain. As such, the Company's proposed activities with respect to its properties will be subject to governmental, political, economic and other uncertainties, including but not limited to expropriation of property without fair compensation, repatriation of earnings, nationalization, currency fluctuations and devaluations, exchange controls and increases in government fees, renegotiation or nullification of existing concessions and contracts, changes in taxation policies, economic sanctions and the other risks arising out of foreign governmental sovereignty over the areas in which the Company's operations will be conducted, as well as risks including loss due to civil strife, acts of war, insurrections and the actions of national labour unions. Future government actions concerning the economy, taxation, or the operation and regulation of nationally important facilities such as mines, could have a significant effect on the Company. No assurances can be given that the Company's plans and operations will not be adversely affected by future developments in Spain. Any changes in regulations or shifts in political attitudes will be beyond the Company's control and may adversely affect the Company's business.

Current Global Financial Conditions

Financial markets have been subject to increased volatility and numerous financial institutions have either gone into bankruptcy or have had to be rescued by governmental authorities. Government debt and deficits are at an all-time high. Access to financing has been negatively impacted by liquidity crises and the state of government finances throughout the world. If these increased levels of volatility and market turmoil continue, the Company may not be able to secure appropriate debt or equity financing, and any of which could affect the trading price of the Company's securities in an adverse manner.

Uninsurable Risks

Exploration, development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences, any of which could result in damage to, or destruction of, equipment and mines, damage to life or property, environmental damage and possible legal liability. Although precautions to minimize risk will be taken, operations are subject to hazards that may result in environmental pollution and consequent liability that could have a material adverse impact on the business.

operations and financial performance of the Company. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks as a result of high premiums or other reasons. Should such liabilities arise, they could have an adverse impact on the Company's results of operations and financial condition and could cause a decline in the value of the Company securities.

Litigation

Legal proceedings may arise from time to time in the course of the Company's business. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. The process of defending such claims could take away from management time and effort and the resolution of any particular legal proceeding, to which the Company or one or more of its subsidiaries may become subject could have a material effect on the Company's financial position and results of operations.

Foreign Mining Tax Regimes

Mining tax regimes in foreign jurisdictions are subject to differing interpretations and are subject to constant change. The Company's interpretation of taxation law as applied to its transactions and activities may not coincide with that of the tax authorities. As a result, transactions may be challenged by tax authorities and the Company's operations may be assessed, which could result in significant additional taxes, penalties and interest. In addition, future changes to mining tax regimes in foreign jurisdictions could result in significant additional taxes payable by the Company, which would have a negative impact on the financial results of the Company.

Outstanding Share Data

As at the date of this MD&A, the Company has:

• 1) 207,320,968 common shares outstanding:
• 2) 8,803,100 warrants outstanding, with expiring July 15, 2023. If all of the warrants were exercised, 8,803,100 shares would be issued for gross proceeds of \$12,822,270.
• 3) 18,845,000 stock options outstanding with expiry dates ranging between November 7, 2024 and April 14, 2027. If all of the options are exercised, 18,845,000 shares would be issued for gross proceeds of \$25,123,250.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

This MD&A contains forward-looking information under Canadian securities legislation. Forward-looking information includes, but is not limited to, dispositions and strategy, development potential and timetable of the Company's exploration properties; the Company's ability to raise required funds; future mineral prices; mineralization projections; conclusions of economic evaluation; the timing and amount of estimated future exploration and development; costs of development; capital expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental risks. 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 statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is based on the opinions and estimates of management as of the date such statements are made. Estimates regarding the anticipated timing, amount and cost of exploration are based on previous industry experience and regional political and economic stability. Capital and operating cost estimates are based on extensive research of the Company. recent estimates of costs and other factors that are set out herein. 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 the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: unexpected events and delays during exploration and development; acquisition risks; regulatory risks; revocation of government approvals; timing and availability of external financing on acceptable terms; actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of minerals; accidents, labour disputes and other risks of the mining industry. Although management of the Company 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 statements 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. The Company does not undertake to update its forward-looking information, except in accordance with applicable securities laws.