The Voice of Emerita Shareholders Has Been Heard

PM Super Fund Calls on the Emerita Board to Give Effect to the Shareholder Vote and to Accept the Three Resignations Tendered Under Its Own Majority Voting Policy

PM Super Fund thanks its fellow shareholders of Emerita Resources Corp. for their support in the WITHHOLD campaign, and calls on Joaquin Merino, Agne Ahlenius and Joseph Belan the three directors who received the support of a majority of the shares votedto accept the resignations tendered by Marilia Bento, Catherine Stretch and David Patterson and to announce that decision immediately.

• Emerita disclosed on August 25, 2026 that, in respect of Marilia Bento, Catherine Stretch and David Patterson, the votes WITHHELD exceeded the votes cast FOR each of them; that the Corporation's Majority Voting Policy is engaged in respect of each of them; and that each has tendered a resignation for the Board's consideration.

• Four resolutions were put to shareholders. Two were defeated: the special resolution to fix the number of directors, and the annual re-approval of the rolling stock option plan. On a third, the election of directors, half the slate failed to obtain the support of a majority of the shares voted. Only the appointment of the auditor carried without qualification.

• The Majority Voting Policy was adopted by Emerita and shareholders are entitled to rely on it.

• As disclosed, the resignations take effect only on acceptance by the Board. Unless and until the Board acts, three directors who did not receive the support of a majority of the shares voted continue to hold office with full voting rights, for a period the policy does not appear to limit.

Toronto, Ontario--(Newsfile Corp. - September 2, 2026) - PM Super Fund ("PMSF"), a shareholder of Emerita Resources Corp. ("Emerita" or the "Corporation") (TSXV: EMO) (OTCQX: EMOTF) (FSE: LLJA), today thanked its fellow shareholders for their support at the annual general and special meeting held on August 25, 2026 (the "Meeting"), and called on the Emerita Board of Directors to give effect to the result of that Meeting by accepting the three resignations tendered under the Corporation's Majority Voting Policy.

Shareholders delivered a clear message

Shareholders engaged with the issues, formed their own view and expressed it through their votes. On the Corporation's own disclosure, in respect of three of the six nominees, more shares were withheld than were voted in favour.

PMSF reads that result as an affirmation that Emerita shareholders expect a board that is independent, accountable and focused on advancing the best interests of the Corporation and all of its shareholders. The level of participation is the more striking given the particularly short interval between the date of the circular, July 24, 2026, and the date of the Meeting, and the practical difficulty many beneficial holders faced in ensuring their instructions were given effect. Shareholders engaged nonetheless: on the scrutineer's report read at the Meeting, 149,884,870 shares were voted, or approximately half of all issued shares.

The decision now rests with the three directors who received shareholder support

Six nominees were named in the management information circular dated July 24, 2026. All six were elected as a matter of corporate law, and PMSF accepts that. A withheld vote in an uncontested election is not a vote against a nominee. That is precisely why the Corporation adopted a Majority Voting Policy: it is the only means by which shareholders can express a view on an individual director.

On the Corporation's own disclosure, three of the sixMs. Bento, Ms. Stretch and Mr. Patterson, the last of whom chairs the Boarddid not receive the support of a majority of the shares voted. Three did: Joaquin Merino, Agne Ahlenius and Joseph Belan.

In PMSF's view, a director whose own resignation is before the Board should have no part in deciding whether it is accepted. It follows that the decision properly belongs to Messrs. Merino, Ahlenius and Belan. PMSF addresses this release to them.

What PMSF is asking the Board to do

Each of the following requests is directed to the operation of the Corporation's own policy and to nothing else.

1. Accept the three resignations. A majority of the shares voted declined to support each of Ms. Bento, Ms. Stretch and Mr. Patterson. PMSF recognises that the decision is the Board's, and that the policy provides only that the Board "will consider" the advisory committee's recommendation. In PMSF's view, there are no circumstances in which the Board could properly refuse to accept these resignations, and PMSF asks that the outcome of the vote be given effect.

2. Decide immediately and announce the decision. The policy, as summarised in the circular, prescribes no period within which the Board must decide and imposes no obligation to disclose the decision. If the full policy provides for a period, a period of that kind sets an outer limit. It does not require the Board to use it, and nothing prevents the Board from deciding now. Delay is not neutral: for as long as the decision is outstanding, three directors who did not receive the support of a majority of the shares voted remain in office with full voting rights, including on the committees of the Board. PMSF asks the Board to decide immediately, and in any event without further meeting of the Board, and to disclose its decision, and its reasons, by news release. Uncertainty and delay are not in the interests of the market or of shareholders.

3. Publish the full Majority Voting Policy. The circular contains a summary only, and the policy does not appear among the Corporation's public filings. Shareholders voted in reliance on the policy and should be able to read it, particularly if the Board intends to rely on a term of it in deciding. PMSF asks that the full text be made available to shareholders. A board that relies on a period for deciding should accept the prompt public disclosure that goes with it.

4. Confirm publicly who is conducting the process. The policy provides that the Board shall establish an advisory committee and refer the resignations to it. PMSF understands that the process is being conducted by directors other than the three whose resignations are pending, and welcomes that. The circular, however, discloses Mr. Patterson as Chair of the Corporate Governance and Nominating Committee and Ms. Bento as a member, so shareholders cannot tell from the public record who is now deciding. PMSF asks the Board to put it on the record: to identify the directors conducting the process, to state the date on which the advisory committee was constituted, and to confirm that none of the three directors concerned sits on it or takes part in the decision.

5. Ensure the three directors abstain while their resignations are pending. Because the resignations take effect only on acceptance, each of the three remains in office with full voting rights. PMSF asks that each abstain from the Board's consideration of the resignations and from decisions on matters presently before the Special Committee until the resignations are resolved. The circular discloses the Special Committee as comprising Ms. Bento (Chair), Ms. Stretch and Mr. Belantwo of its three members, including its Chair, are directors whose resignations are pending.

6. Publish the tabulated voting results. The Corporation announced the outcome of each resolution but not the number or percentage of votes cast for, against or withheld. The scrutineer's report read at the Meeting gave the aggregate number of shares voted. It did not give shareholders the breakdown. PMSF asks that the report of voting results required under National Instrument 51-102 be filed and, in addition, that the Corporation disclose by news release the votes for, against and withheld on each resolution and in respect of each nominee, so that shareholders can see the margins for themselves. This was among the meeting protocols PMSF proposed to Emerita in advance of the Meeting, which were not adopted.

7. Enter into no compensatory arrangements on departure. PMSF asks the Board to undertake publicly that, if the resignations are accepted, the Corporation will not enter into any consulting, advisory, severance or other compensatory arrangement with any of the three directors, and will not accelerate, extend or amend any existing entitlement in their favour. A resignation given effect under the Majority Voting Policy should not be accompanied by an arrangement that returns the individual to the Corporation on other terms.

Replacement directors are a separate question

PMSF does not ask the Board to resolve the composition of the Board in the same breath as the resignations. The two are distinct and should be taken in sequence. Accepting the resignations requires nothing to be decided about who replaces the three directors, and should not be delayed by that question.

PMSF asks only that, in the meantime, the Board make no appointment to any seat vacated under the Majority Voting Policy before shareholders have had an opportunity to be heard on who should fill it. On the information disclosed in the circular, the Corporation would continue to have a functioning board in the interim, so nothing compels an immediate appointment. Seats left vacant can be filled at any time. A seat filled by appointment cannot be unfilled.

Why this matters

A majority voting policy is a promise. Its whole purpose is to convert a withheld vote, which has no legal effect, into a consequence. Shareholders were told in the circular that the policy exists "to provide a meaningful way for the Corporation's shareholders to hold individual directors accountable". Shareholders then used it, in numbers, in respect of three directors.

If the policy can be engaged and then produce no outcome, or an outcome deferred without limit, the assurance given to shareholders in the circular is worth nothing. In PMSF's view, that would be a materially worse governance position than if the Corporation had never adopted the policy at all, because shareholders voted in reliance on it.

Nor is there any structural impediment to acceptance. On the information disclosed in the circular, accepting all three resignations would leave the Corporation with three directors, two of whom are not officers or employees. PMSF is advised that this is consistent with the minimum requirements applicable to an offering corporation under the Business Corporations Act (Ontario) and with the Corporation's by-law, and that a quorum of the Board would remain in office and able to act.

Statement of Wayne Peters, director of the trustee of PM Super Fund

"I thank my fellow shareholders for their strong support in our WITHHOLD campaign.

Shareholders were given a policy and told it would let them hold individual directors accountable. They used it. In respect of three directors, including the Chairman, more shares were withheld than were voted in favour. Three resignations are now sitting on the table. The Board's responsibility to consider those resignations and its responsibility to reconstitute itself over time are distinct. In other words, the Board should accept the resignations now and deal with replacement directors separately.

What happens next is a test of whether the policy means anything. Accepting those resignations is not a punishment and it is not a criticism of anyone's good faith. It is simply what the Corporation told its own shareholders would happen.

The three directors who did receive shareholder supportMr. Merino, Mr. Ahlenius and Mr. Belannow hold this decision. We are asking them to take it now, to say publicly what they have decided and why, and then to let shareholders, not the Board, choose who sits in those seats. We are asking for the vote to be honoured."

About PMSF

PMSF is an Australia-based private superannuation fund with a focus on long-term ownership of businesses. PMSF's address is L18, 333 Ann Street, Brisbane, 4000, Australia. PMSF currently holds 11,620,000 common shares of Emerita, representing approximately 3.9% of the outstanding common shares.

Advisors

PMSF has engaged Goodmans LLP as special situations counsel, Ross Nasseri LLP as litigation counsel and Advisense Partners as a strategic advisor.

IMPORTANT DISCLOSURES

Scope of this release. This news release concerns the application of Emerita's Majority Voting Policy following the meeting of shareholders held on August 25, 2026, and nothing else. It makes no statement about, and should not be read as referring to, any matter in issue in any court or regulatory proceeding, or about the conduct of any person. No allegation referred to in any such proceeding has been proven, and every person named as a defendant or respondent in any such proceeding is entitled to the presumption of innocence and to defend the allegations against them on the merits.

No solicitation of proxies. This news release is not a solicitation of a proxy. No meeting of shareholders of Emerita has been called as at the date of this release. If a meeting is called, PMSF will comply with the requirements applicable to any solicitation it may then undertake, including the requirements of section 9.2 of National Instrument 51-102 - Continuous Disclosure Obligations should it rely on the public broadcast exemption. PMSF is not seeking, and will not accept, proxies from any shareholder in connection with this release.

Sources. The statements in this release concerning the results of the Meeting, the tendering of the three resignations, the engagement of the Majority Voting Policy, the terms of that policy, the composition of the Board's committees and the outcome of the resolutions on the number of directors and the stock option plan are taken from Emerita's news release dated August 25, 2026 and its management information circular dated July 24, 2026. Readers are encouraged to review those documents, which are available on Emerita's profile on SEDAR+ at www.sedarplus.ca.

Forward-Looking Information. Certain statements in this news release are prospective in nature and constitute forward-looking information within the meaning of applicable securities laws, including statements regarding the Board's consideration and determination of the resignations tendered under the Majority Voting Policy, the filling of any vacancy on the Board, the future composition and size of the Board, and PMSF's intentions, beliefs, views, opinions and expectations. Forward-looking information reflects PMSF's current beliefs and assumptions and is based on information currently available to PMSF. It is subject to known and unknown risks and uncertainties that could cause actual results to differ materially, including decisions taken by the Board and by other shareholders. Readers are cautioned not to place undue reliance on forward-looking information. Unless otherwise indicated, the forward-looking information contained in this news release is made as of the date of this news release and, except as required by applicable law, PMSF does not undertake any obligation to publicly update or revise it.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/312598

You May Also Be Interested In

• F4 Mobile MT Strengthens Geophysical Targeting at Wales Lake
• T-Mobile Supports Indiana Communities Following Severe Weather and Prolonged Power Outages
• Packaging Corp. (PKG) Declares $1.50 Quarterly Dividend; 2.6% Yield