Emerita Resources : Offering Document

Offering Document under the Listed Issuer Financing ExemptionJune 2, 2023

Emerita Resources Corp. (the "Company" or "Emerita")

SUMMARY OF OFFERING

What are we offering?

Offering:	A "best efforts" private placement of units ("Units") of the Company, with each Unit being
	comprised of one common share of the Company (a "Common Share") andone-half of one
	common share purchase warrant (each whole warrant, a "Warrant").
	Each Warrant will be exercisable to acquire an additional Common Share at an exercise
	price of $0.60 per Common Share for a period of 36 months following the Closing Date (as
	defined herein).
	Each Common Share carries one vote at all meetings of shareholders, is entitled to receive
	dividends as and when declared by the board of directors of the Company and is entitled to
	participate in the remaining property and assets of the Company upon dissolution or winding-
	up. The Common Shares do not carry any pre-emptive, subscription, redemption or
	conversion rights.
Offering Price:	$0.40 per Unit (the "Issue Price").
Offering Amount:	Up to 20,000,000 Units for gross proceeds of up to $8,000,000 (the "Offering").
Closing Date:	On or about June 13, 2023 (the "Closing Date").
Exchange:	The Common Shares are listed on the TSX Venture Exchange (the "TSXV") underthe trading
	symbol "EMO" and on the OTCQB ("OTCQB") under the trading symbol "EMOTF".
Last Closing	The last closing price of the Common Shares on the TSXV and on the OTCQB onJune 1,
Price:	2023 was $0.465, and US$0.35, respectively.

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This offering may not besuitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

The Company is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 - Prospectus Exemptions. In connection with this offering, the issuer represents the followingis true:

• The issuer has active operations and its principal asset is not cash, cash equivalents or itsexchange listing.
• The issuer has filed all periodic and timely disclosure documents that it is required to havefiled.
• The total dollar amount of this offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this offering document, will not exceed $9,640,425.
• The issuer will not close this offering unless the issuer reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12months following the distribution.
• The issuer will not allocate the available funds from this offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the issuer seeks security holder approval.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This offering document contains "forward-looking information" within the meaning of applicable Canadian securities laws, which is based upon the Company's current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this offering document is made only as of the date of this offering document. Such forward-looking statements and forward-looking information include, but are not limited to: statements concerning future exploration plans at the Company's mineral projects, including exploration timelines and anticipated costs; the Company's expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering; the future expansion of mineral resources; the completion of the Offering; and the expected Closing Date. Forward- looking statements or forward-looking informationrelate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as "plans", "expects", "potential", "is expected", "anticipated", "is targeted", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negatives thereof or variations of suchwords and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in such forward- looking statements and forward-looking information, including, without limitation, risks with respect to: potential economic problems in Spain; risks related to corruption; locallegal and regulatory systems; political instability in Spain; unpredictable tax rates, the Company's negative operating cash flows; foreign mining operations; additional financing requirements; volatility of the capital markets; exploration; early stage of development; attracting and retaining qualified personnel; environmental risks; burden of government regulation and permitting; local and international groups; competition risks; insurance risks; operating hazards and risks; potential conflicts of interest; political instability and hyperinflation; coronavirus; Russia's military action in Ukraine; base metal and precious metal price fluctuation; uncertainty of calculation of reserves and sources and metal recoveries; uncertainty of title to assets; environmental risks; litigation risks; volatility in the price of the Common Shares; potential dilution of present and prospective shareholdings; currency risks; financial reporting standards; and climate change. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements or forward-looking information. Forward-looking information includes statements about the future and are inherently uncertain, and the Company's actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in this Company's annual information form and other filings available at www.sedar.com.

The Company provides no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and information. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, changing circumstances, or otherwise.

Scientific and Technical Information

The scientific and technical information contained in this offering document has been reviewed and approved by Joaquin Merino, President of the Company and a Qualified Person within the meaningof National Instrument 43-101 - Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators ("NI 43-101").

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SUMMARY DESCRIPTION OF BUSINESS

What is our business?

Emerita is a Canadian mineral resources exploration company dedicated to the acquisition, exploration, research and development of prospective mining properties in the Iberian Pyrite Belt (Spain) with a focus on traditional base metals (zinc and copper) and precious metals (silver and gold). The Company is advancing its 100%-owned Iberian Belt West Project in Andalusia, Spain (the "IBW Project"), which has a current Indicated Mineral Resource (within the meaning of NI 43-101) of 14.07 Mt grading 3.29% Zn, 1.66% Pb, 0.46% Cu, 75.2 g/t Ag and 1.39 g/t Au (7.63% ZnEq) and an 4.71 MT Inferred Resource (within the meaning of NI 43-101) at 4.70% Zn, 2.14% Pb, 0.54% Cu, 72.4 g/t Ag, 0.90 g/t Au (9.29% ZnEq)1. In addition, the Company owns other earlier stage projects in Spain, including the Nuevo Tintillo project (the "NT Project").

Recent developments

On May 23, 2023, the Company announced is maiden mineral resource estimate at the IBW Project containing an Indicated Mineral Resource (within the meaning of NI 43-101) of 14.07 Mt grading 3.29% Zn, 1.66% Pb, 0.46% Cu, 75.2 g/t Ag and 1.39 g/t Au (7.63% ZnEq) and an 4.71 MT Inferred Resource at 4.70% Zn, 2.14% Pb, 0.54% Cu, 72.4 g/t Ag, 0.90 g/t Au (9.29% ZnEq). For additional information, please refer to the Company's press release dated May 23, 2023.2

On May 15, 2023, the Company announced assay results from the exploration program at the IBW Project.

On May 4, 2023, the Company announced assay results from the exploration program at the IBW Project.

On May 1, 2023, the Company announced assay results from the exploration program at the IBW Project.

On May 1, 2023, the Company announced that it had applied to the TSXV to extend the term of 7,847,150 common share purchase warrants of the Company, previously set to expire on July 15, 2023, to January 15, 2024. Each such common share purchase warrant is exercisable into one Common Share at a price of $1.50 per Common Share.

On April 4, 2023, the Company announced assay results from the exploration program at the IBW Project.

On March 20, 2023, the Company announced assay results from the exploration program at the IBW Project.

On March 2, 2023, the Company announced assay results from the exploration program at the IBW Project.

On February 23, 2023, the Company announced assay results from the exploration program at the IBW Project.

On February 16, 2023, the Company announced it has submitted applications to expand its land package for the Nuevo Tintillo project.

1. Please refer to the Company's press release dated May 23, 2023 available under the Company's profile on www.sedar.com.
2. Mineral resources are not mineral reserves and have not demonstrated economic viability. The Mineral Resource Estimate has been categorized in accordance with CIM Definition Standards (CIM, 2014). The Mineral Resource Estimate will be supported by a NI 43-101 independent technical report which will be published and filed on the Company's website and SEDAR profile within 45 days of the date of the press release.

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On February 2, 2023, the Company announced assay results from the exploration program at the IBW Project.

On January 20, 2023, the Company announced assay results from the exploration program at the IBW Project.

On January 17, 2023, the Company announced the appointment of Ian Parkinson as Executive Vice President, Corporate Development and Capital Markets.

On December 20, 2022, the Company announced assay results from the exploration program at the IBW Project and the appointment of Wardell Armstrong International to prepare the mineral resource estimate and corresponding technical report for the IBW Project.

On December 7, 2022, the Company announced assay results from the exploration program at the IBW Project.

On November 25, 2022, the Company announced that the Third Section of the Provincial Court of Seville has set March 3, 2025 as the initial court date for the criminal trial on the alleged crimes committed during the process of awarding the Aznalcollar tender. The Company has been engaged in a lengthy litigation process since 2015 relating to the public tender for the Aznalcollar project to a competing bidder. The Company believes it was the only qualified bidder and should have been awarded the Aznalcollar project.

On November 3, 2022, the Company announced assay results from the exploration program at the IBW Project.

On October 13, 2022, the Company announced assay results from the exploration program at the IBW Project.

Material facts

There are no material facts about the securities being distributed that have not been disclosed in this offering document or in any other document filed by the Company in the 12 months preceding the date of this offering document.

What are the business objectives that we expect to accomplish using the available funds?

The Company intends to use the net funds from the Offering for additional exploration and advancement of the Company's IBW Project and the NT Project. With the anticipated maximum funding, the Company's priorities are to:

• Complete approximately 28,000 meters of drilling on the Spanish Properties as follows: 18,000 meters at the ongoing expansion drill campaign at the Romanera Deposit, 5,000 meters at the El Cura Deposit at the IBW Project, 2500 meters at regional drill targets at the IBW Project and 2,500 meters for the initial drill testing of targets on the NT Project. The cost to complete this drilling is estimated to be approximately $6,450,000.
• Complete metallurgical testing at the IBW Project with, 3 samples from the large Romanera Deposit and one from the Infanta Deposit at an estimated cost of approximately $600,000.
• Progress environmental permitting and preliminary mine design to facilitate conversion to an Exploitation License at the IBW Project. The estimated cost is $500,000.

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USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the Offering?

Based on the Company's existing working capital of $3,800,000, the expected availability of funds is $11,090,000 in the case of the maximum offering. See the "Fees and Commissions" section below.

		Assuming Maximum Offering
A	Amount to be raised by this offering	$8,000,000
B	Selling commissions and fees	$560,000
C	Estimated offering costs (e.g., legal,accounting,	$150,000
	audit)
D	Net proceeds of offering: D = A - (B+C)	$7,290,000
E	Working capital as at most recent month end	$3,800,000
	(deficiency)
F	Additional sources of funding	$0
G	Total available funds: G = D+E+F	$11,090,000
How will we use the available funds?
Description of intended use of available funds listed in order	Assuming 100% of offering
of priority
Continue drilling program to expand resources at IBW Project	$5,750,000
(Romanera and El Cura Deposits and potential extensions)
Complete metallurgical testing at IBW	$600,000
Commence and complete initial drill program at Nuevo Tintillo	$700,000
Project
Environmental permitting and Exploitation License and preliminary	$500,000
mine layout, IBW
Working Capital General and Admin, Contingency	$3,540,000
Total		$11,090,000

The above noted allocation of capital and anticipated timing represents the Company's current intentions based upon its present plans and business condition, which could change in the future as its plans and business conditions evolve. Although the Company intends to expend the proceeds from the Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company's ability to execute on its business plan. See the "Cautionary Statement Regarding Forward-Looking Information" section above.