DENARIUS METALS DEBENTUREHOLDERS APPROVE INDENTURE AMENDMENTS AT MEETINGS HELD TODAY
Rhea-AI Summary
Denarius Metals (OTCQX: DNRSF) reported that debentureholders approved amendments to the indentures governing its Series 1 convertible debentures due October 19, 2029 and Series 2 convertible debentures due May 30, 2030. According to Denarius Metals, 91.27% of outstanding Series 1 principal ($18.15 million) and 83.35% of Series 2 principal ($11.88 million) were represented by proxy.
Series 1 holders voted 88.575% in favor ($16.08 million) and 11.425% against ($2.07 million). Series 2 holders voted 100% in favor ($11.88 million). The amendments grant Denarius the right to redeem all outstanding Series 1 and Series 2 debentures into common shares on July 31, 2026 and provide for certain other payments and changes. The amendments remain subject to shareholder approval and Cboe Canada approval. A special shareholder meeting is scheduled for July 17, 2026, and, if approvals are obtained, Denarius expects to exercise the early redemption option and settle certain interest and gold premium payments in common shares on July 31, 2026.
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Positive
- $18.15M Series 1 principal represented, 91.27% of outstanding
- $11.88M Series 2 principal represented, 83.35% of outstanding
- Series 1 amendment approved with 88.575% of voted principal in favor
- Series 2 amendment approved with 100% of voted principal in favor
- Early redemption right into common shares effective July 31, 2026, if approved
Negative
- Amendments still require shareholder and Cboe Canada approvals before taking effect
- Planned settlement of interest and gold premium in shares implies potential equity dilution
In order to be effective, the resolutions required the affirmative vote of each of the Series 1 Debentureholders and Series 2 Debentureholders holding at least 66 2/
The detailed results of the votes for the matter presented at the meeting of the Series 1 Debentureholders are set out below:
Item | Description of Matter | Outcome | Voted | Voted (%) |
1. | Approval of an extraordinary resolution to supplement the trust indenture dated October 19, 2023 between Denarius and TSX Trust Company, as amended and supplemented on October 31, 2023, December 31, 2024 and June 18, 2025 governing the Series 1 Debentures to give Denarius the right to redeem into its common shares all, but not less than all of the then outstanding Series 1 Debentures on July 31, 2026 and to make certain other payments and amendments, the full text of which resolution is set out in Schedule "A" of the management information circular dated June 15, 2026. | Approved | For Against |
The detailed results of the votes for the matter presented at the meeting of Series 2 Debentureholders are set out below:
Item | Description of Matter | Outcome | Voted | Voted (%) |
1. | Approval of an extraordinary resolution to supplement the trust indenture dated May 30, 2024 between Denarius and TSX Trust Company, as amended and supplemented on June 25, 2024, December 31, 2024 and June 18, 2025 governing the Series 2 Debentures to give Denarius the right to redeem into its common shares all, but not less than all of the then outstanding Series 2 Debentures on July 31, 2026 and to make certain other payments and amendments, the full text of which resolution is set out in Schedule "A" of the management information circular dated June 15, 2026. | Approved | For Against | 100.00 % 0 % |
Full details of the amendments to the Series 1 Debentures and Series 2 Debentures are set out in each of the management information circulars of the Company dated June 15, 2026, in respect of each of the meetings, which are available under the Company's profile on SEDAR+ at www.sedarplus.ca and are posted on the Company's website at www.denariusmetals.com.
The amendments remain subject to the approval of the shareholders of the Company and the approval of Cboe Canada. A special meeting of shareholders will be held by the Company on July 17, 2026, at 10:00 a.m. (Toronto Time). If the Company receives the necessary approvals, it expects to immediately exercise its early redemption option and settle certain interest and gold premium payments in common shares on July 31, 2026 for each of the Series 1 Debentures and Series 2 Debentures.
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
In Spain, Denarius Metals has interests in three projects focused on in-demand critical minerals. The Company owns a
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 statements with respect to potential transactions and related meetings of shareholders. 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. Such risks and uncertainties include, but are not limited to, the risk that Denarius does not receive the necessary shareholder approval or approval of Cboe Canada. 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.
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SOURCE Denarius Metals Corp.