SIERRA ALTA

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 and is confident that it will receive a renewal in the coming months. The concessions period can be renewed for another three-year period, subject to certain conditions being satisfied. EMERITA RESOURCES CORP. Management’s Discussion and Analysis For the three months ended December 31, 2020 and 2019 (in Canadian dollars, unless otherwise noted) 6 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 submitted a new work plan prior to July 31, 2020 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 private 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: • Pay $50,000 in cash or in kind to the Company (paid); • Issue 500,000 shares of Western to the Company upon the renewal of the license for the Sierra Alta project; • Spend $500,000 on mineral exploration of the project within 24 months; and • Enter into a binding joint venture agreement with the Company. 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