Denarius Metals Announces Further Update on Its Previously Announced Private Placement

Rhea-AI Summary

Denarius Metals (OTCQX: DNRSF) has announced the termination of its previously announced best efforts brokered private placement due to volatile market conditions. The company will instead proceed with a non-brokered private placement of up to 13,000,000 Units at CA$0.50 per Unit, targeting gross proceeds of up to CA$6.5 million.

Each Unit includes one common share and one warrant, with warrants exercisable at CA$0.60 per share within 36 months after closing. The offering is expected to close by March 20, 2025. Insiders have indicated interest to participate for approximately CA$1.5 million.

The proceeds will fund projects in Spain, including:

• Scoping studies and site administration at Lomero and Toral Projects
• Capital contributions for restart activities at Aguablanca Project
• General corporate and administrative costs

Positive

• Secured CA$6.5 million potential funding through private placement
• Strong insider support with CA$1.5 million commitment indication
• Proceeds to advance multiple Spanish mining projects

Negative

• Termination of previously announced brokered placement due to volatile markets
• Significant insider participation requiring additional shareholder approval
• 4-month hold period on new shares may affect liquidity

Toronto, Ontario--(Newsfile Corp. - March 11, 2025) - Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) ("Denarius Metals" or the "Company") announced today that, in light of current volatile market conditions, it has terminated the previously announced best efforts brokered private placement. The Company will proceed with a non-brokered private placement of up to 13,000,000 Units of the Company at a price of CA$0.50 per Unit for gross proceeds of up to CA$6,500,000 (the "Offering"). Each Unit will consist of one common share and one common share purchase warrant ("Warrant"). Each Warrant will entitle the holder to purchase one common share of the Company at a price of CA$0.60 per common share at any time on or before that date which is 36 months after the closing date. It is anticipated that the closing of the Offering will occur on or prior to March 20, 2025.

The Company intends to use the net proceeds of the Offering to fund its projects in Spain, including the advancement of scoping and other studies and site administration costs at its Lomero and Toral Projects, capital contributions related to certain restart activities and site administration costs at the Aguablanca Project, and for general corporate and administrative costs of the Company.

At this time, certain insiders of the Company have indicated their interest to participate in the Offering for approximately CA$1.5 million of gross proceeds. As the number of securities issuable to Related Persons (as defined under Cboe Canada's policies) of the Company in the Offering is more than 10% of the current total number of issued and outstanding common shares (the "Outstanding Shares"), calculated on a non-diluted basis, to proceed with the Offering the Company requires approval from shareholders representing a majority of the Outstanding Shares held by disinterested shareholders. The Company intends to satisfy Cboe Canada's shareholder approval requirement by obtaining a written resolution signed by holders of at least 50% of the holders entitled to vote thereon. Completion of the Offering is subject to regulatory approvals, including Cboe Canada.

The common shares and Warrants issuable in connection with this Offering will be subject to a hold period expiring four months and one day after the date of issuance.

No U.S. Offering or Registration

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About Denarius Metals

Denarius Metals is a Canadian junior company engaged in the acquisition, exploration, development and eventual operation of polymetallic mining projects in high-grade districts. Denarius Metals is commencing production from its Zancudo Project in Colombia in the first quarter of 2025 and expects to commence operations in the next 12 months at the Aguablanca Project in Spain.

In Spain, Denarius Metals owns a 100% interest in the Lomero Project, a polymetallic deposit located on the Spanish side of the prolific copper rich Iberian Pyrite Belt, and a 21% interest in Rio Narcea Recursos, S.L., which owns a 5,000 tonnes per day processing plant and has the rights to exploit the historic producing Aguablanca nickel-copper mine, located in Monesterio, Extremadura, Spain, approximately 88 km northeast of the Lomero Project. Denarius Metals also owns a 100% interest in the Toral Project, a high-grade zinc-lead-silver deposit located in the Leon Province, Northern Spain.

In Colombia, Denarius Metals is commencing operations at its 100%-owned Zancudo Project, a high-grade gold-silver deposit, which includes the historic producing Independencia mine, located in the Cauca Belt, about 30 km SW of Medellin.

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, including the Offering, shareholders, regulatory and Cboe Canada approvals of the Offering, and the use of proceeds of the Offering. 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 April 25, 2024 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.

For Further Information, Contact:

Michael Davies
Chief Financial Officer
(416) 360-4653
investors@denariusmetals.com

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/244143

FAQ

What are the terms of Denarius Metals' (DNRSF) new private placement offering?

The offering consists of 13M Units at CA$0.50/Unit, with each unit including one common share and one warrant exercisable at CA$0.60 within 36 months.

How much insider participation is expected in DNRSF's private placement?

Insiders have indicated interest to participate for approximately CA$1.5 million of the total CA$6.5 million offering.

What will Denarius Metals (DNRSF) use the private placement proceeds for?

Proceeds will fund Spanish projects including Lomero and Toral studies, Aguablanca restart activities, and general corporate costs.

When is the expected closing date for DNRSF's private placement?

The offering is expected to close on or before March 20, 2025.

What regulatory requirements must DNRSF meet for this private placement?

The company needs approval from majority disinterested shareholders and Cboe Canada due to >10% insider participation.