DENARIUS METALS ANNOUNCES CLOSING OF TRANSACTION TO RETIRE ITS CONVERTIBLE DEBENTURES

Rhea-AI Summary

Denarius Metals (OTCQX: DNRSF) closed its previously announced transaction to retire all outstanding Series 1 debentures due October 19, 2029 and Series 2 debentures due May 30, 2030 via early redemption settled in equity. The company issued a total of 223,648,136 common shares to debentureholders, including 67,944,862 shares for debenture conversions, 146,456,832 shares for make-whole payments, 1,249,046 shares for consent fees, 416,356 shares for July 31, 2026 interest, and 7,581,040 shares for July 31, 2026 gold premium payments.

Denarius Metals now has 437,082,353 common shares outstanding and, including 54,915,698 warrants and 13,727,500 stock options, 505,725,551 shares on a fully diluted basis. Executive chairman Serafino Iacono now beneficially owns 80,742,573 shares (18.47% basic), and Aris Mining holds 59,607,235 shares (13.64% basic). Both will file early warning reports under Canadian securities rules.

Positive

• All Series 1 and Series 2 convertible debentures retired through early redemption in shares
• 223,648,136-share issuance eliminates future interest and gold premium obligations tied to the debentures
• Capital structure disclosure clarified with 437,082,353 basic and 505,725,551 fully diluted shares outstanding

Negative

• 223,648,136 new common shares issued, materially increasing the number of shares outstanding
• Executive chairman ownership at 18.47% basic and 20.50% on a partially diluted basis
• Aris Mining ownership at 13.64% basic and 14.03% on a partially diluted basis

News Explained

After closing, Serafino Iacono’s partially diluted ownership was 20.50%, versus 28.61% in his latest early warning report, while Aris Mining’s was 14.03%, versus 16.16% immediately before closing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

TORONTO, July 31, 2026 /PRNewswire/ -- Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) ("Denarius Metals" or the "Company") announced today the closing of the previously announced transaction (the "Transaction") to retire its convertible unsecured debentures due October 19, 2029 (the "Series 1 Debentures") and its convertible unsecured debentures due May 30, 2030 (the "Series 2 Debentures", and together with the Series 1 Debentures, the "Debentures") through an early redemption completed today. Pursuant to the Transaction, the Company issued a total of 223,648,136 common shares to debentureholders, including:

• a total of 67,944,862 common shares to effect the conversions of the Debentures;
• a total of 146,456,832 common shares for the make whole payments and a total of 1,249,046 common shares for the consent fees, both associated with the early redemption of the Debentures;
• a total of 416,356 common shares to settle the monthly interest payments on the Debentures due on July 31, 2026; and
• a total of 7,581,040 common shares to settle the quarterly gold premium payments on the Series 1 Debentures due on July 31, 2026.

As of today, the Company has a total of 437,082,353 common shares issued and outstanding. In addition, a total of 54,915,698 warrants and 13,727,500 stock options are issued and outstanding, resulting in a total of 505,725,551 common shares issued and outstanding on a fully diluted basis.

Early Warning Reports

In connection with the Transaction, Mr. Serafino Iacono (Executive Chairman), an insider of the Company, acquired 53,168,965 common shares in connection with the Transaction. As reported in his latest early warning report dated November 19, 2025, Mr. Iacono beneficially owned and controlled 24,699,451 common shares, representing approximately 16.44% of the Company's then issued and outstanding common shares. Since that report, Mr. Iacono acquired a total of 499,000 common shares in the open market and received a total of 2,375,157 common shares in settlement of monthly interest and quarterly gold premiums on his Debentures from November 2025 to May 2026.

Immediately prior to closing the Transaction, Mr. Iacono beneficially owned and controlled 27,573,608 common shares, representing approximately 12.92% of the Company's then issued and outstanding shares, together with 2,440,000 stock options, 8,709,650 unlisted warrants and a total of CA$8,493,826 Debentures convertible into 15,233,768 common shares. Assuming the exercise of those stock options, warrants and conversion of the Debentures, Mr. Iacono would have beneficially owned and controlled 53,957,026 common shares, representing approximately 22.50% of the shares on a partially diluted basis. As a result of closing the Transaction, Mr. Iacono beneficially owns and controls 80,742,573 common shares, representing approximately 18.47% of the Company's issued and outstanding common shares, 2,440,000 stock options and 8,709,650 unlisted warrants. Assuming full exercise of his stock options and unlisted warrants, Mr. Iacono would have control and direction over 91,892,223 common shares, representing approximately 20.50% of the then outstanding common shares on a partially diluted basis, compared to approximately 28.61% on a partially diluted basis as reported in his latest early warning report.

In addition, Aris Mining Corporation ("Aris Mining") acquired 36,478,221 common shares in connection with the Transaction. As reported in its latest early warning report dated November 20, 2025, Aris Mining beneficially owned and controlled 14,824,140 common shares, representing approximately 9.87% of the Company's then issued and outstanding shares. Since that report, Aris Mining acquired 3,750,000 common shares on the exercise of warrants in February 2026 and received a total of 4,554,874 common shares in settlement of monthly interest and quarterly gold premiums on its Series 1 Debentures from November 2025 to May 2026.

Immediately prior to closing the Transaction, Aris Mining beneficially owned and controlled 23,129,014 common shares, representing approximately 10.84% of the Company's then issued and outstanding common shares, together with 2,000,000 unlisted warrants and CA$5,202,000 Series 1 Debentures convertible into 11,560,000 common shares. Assuming the exercise of those warrants and conversion of the Series 1 Debentures, Aris Mining would have beneficially owned and controlled 36,689,014 common shares, representing approximately 16.16% of the shares on a partially diluted basis. As a result of closing the Transaction, Aris Mining beneficially owns and controls 59,607,235 common shares, representing approximately 13.64% of the Company's issued and outstanding common shares, and 2,000,000 unlisted warrants. Assuming full exercise of its unlisted warrants, Aris Mining would have beneficial ownership and control of 61,607,235 common shares, representing approximately 14.03% of the outstanding shares on a partially diluted basis. Aris Mining's principal business is the acquisition, exploration, development and operation of gold mining properties in South America and is a company existing under the laws of the Province of British Columbia. Its registered office is located at 550 Burrard Street, Suite 2900, Vancouver, British Columbia, V6C 0A3.

Denarius Metals has been informed that Mr. Iacono and Aris Mining continue to hold the securities for investment purposes only, and depending on market and other conditions, may from time to time in the future increase or decrease their respective ownership, control or direction over securities of the Company, through market transactions, private agreements, or otherwise. In satisfaction of the requirements of National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104") and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Mr. Iacono and Aris Mining will be filing early warning reports respecting the acquisition of securities, containing additional information omitted from this news release, under Denarius Metals' SEDAR+ profile at www.sedarplus.ca. A copy of the reports filed by Mr. Iacono and Aris Mining may be obtained from Amanda Fullerton, General Counsel and Secretary, telephone number (416) 360-4653, or via e-mail at investors@denariusmetals.com.

About Denarius Metals

Denarius Metals is a Canadian junior company engaged in the acquisition, exploration, development and eventual operation of precious metals and polymetallic mining projects in high-grade districts in Colombia and Spain. Denarius Metals is listed on Cboe Canada where it trades under the symbol "DMET". The Company also trades on the OTCQX Market in the United States under the symbol "DNRSF".

In Colombia, Denarius Metals is producing gold and silver in an "early production" phase at its 100%-owned Zancudo Project while it completes construction of a 1,000 tonnes per day processing plant that is expected to start producing high-grade gold-silver concentrates in the fourth quarter of 2026. The Zancudo Project is a high-grade gold-silver deposit, which includes the historic producing Independencia mine, and is located in the Cauca Belt, about 30 km southwest of Medellin.

In Spain, Denarius Metals has interests in three projects focused on in-demand critical minerals. The Company owns a 21.8% interest in Rio Narcea Recursos, S.L. and is the operator of its Aguablanca Project, which has been recognized by the EU as a Strategic Project. The Aguablanca Project comprises a turnkey 5,000 tonnes per day processing plant and the rights to exploit the historic producing Aguablanca nickel-copper mine, located in Monesterio, Extremadura. Denarius Metals also owns a 100% interest in the Lomero Project, a polymetallic deposit located on the Spanish side of the prolific copper rich Iberian Pyrite Belt, approximately 88 km southwest of the Aguablanca Project, and a 100% interest in the Toral Project, a high-grade zinc-lead-silver deposit located in the Leon Province, Northern Spain.

Denarius Metals entered into a strategic collaboration in early 2026 as JV partners with ProGrowth Ltd. Company, a Saudi-based diversified group of companies with long-standing experience across construction and infrastructure, oil & gas, petrochemicals, mining, trading and technology-enabled services in the Kingdom of Saudi Arabia ("KSA"). This strategic collaboration will focus on a mandate to establish arrangements in the KSA for the processing, smelting and commercialization of material sourced from the Company's projects and to identify, acquire, develop and operate gold and nickel mining concessions within the KSA.

Additional information on Denarius Metals can be found on its website at www.denariusmetals.com and by reviewing its profile on SEDAR+ at www.sedarplus.ca.

Cautionary Statement on Forward-Looking Information

This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to anticipated business plans or strategies. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Denarius Metals to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption "Risk Factors" in the Company's Annual Information Form dated March 31, 2026 which is available for view on SEDAR+ at www.sedarplus.ca. Forward-looking statements contained herein are made as of the date of this press release and Denarius Metals disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

View original content to download multimedia:https://www.prnewswire.com/news-releases/denarius-metals-announces-closing-of-transaction-to-retire-its-convertible-debentures-302840408.html

SOURCE Denarius Metals Corp.

FAQ

What did Denarius Metals (OTCQX: DNRSF) announce on July 31, 2026 about its convertible debentures?

Denarius Metals announced it has completed an early redemption to retire all outstanding Series 1 and Series 2 convertible unsecured debentures. According to Denarius Metals, the repayment was settled entirely in equity through issuing 223,648,136 common shares for conversions, make-whole, consent fees, interest and gold premiums.

How many new shares did Denarius Metals issue to retire its debentures, and for what purposes?

Denarius Metals issued 223,648,136 new common shares to debentureholders as part of the early redemption. According to Denarius Metals, 67,944,862 shares covered conversions, 146,456,832 shares make-whole payments, 1,249,046 shares consent fees, 416,356 shares July 2026 interest and 7,581,040 shares July 2026 gold premiums.

What is Denarius Metals' new share count after the July 2026 debenture retirement transaction?

After the transaction, Denarius Metals has 437,082,353 common shares issued and outstanding. According to Denarius Metals, there are also 54,915,698 warrants and 13,727,500 stock options outstanding, bringing the total to 505,725,551 common shares on a fully diluted basis following the early redemption.

How did the July 2026 transaction affect Serafino Iacono’s ownership in Denarius Metals (DNRSF)?

Following the transaction, Executive Chairman Serafino Iacono beneficially owns and controls 80,742,573 common shares, or 18.47% of outstanding shares. According to Denarius Metals, including 2,440,000 options and 8,709,650 warrants, he could control 91,892,223 shares, representing about 20.50% on a partially diluted basis.

What is Aris Mining’s stake in Denarius Metals after the debenture redemption?

Aris Mining now beneficially owns and controls 59,607,235 Denarius Metals common shares, representing 13.64% of outstanding shares. According to Denarius Metals, Aris Mining also holds 2,000,000 unlisted warrants and could own 61,607,235 shares, or approximately 14.03%, on a partially diluted basis.

Why are early warning reports being filed in connection with Denarius Metals’ July 2026 transaction?

Early warning reports are required because insider and significant shareholder positions changed due to the share issuance. According to Denarius Metals, Serafino Iacono and Aris Mining will each file early warning reports under NI 62-104 and NI 62-103, with additional information available on SEDAR+.

Does Denarius Metals indicate future buying or selling intentions by major holders after this transaction?

Denarius Metals reports that Serafino Iacono and Aris Mining currently hold their securities for investment purposes. According to Denarius Metals, each may increase or decrease holdings over time, depending on market conditions, through market transactions, private agreements or other methods, without specific future commitments disclosed.