Denarius Metals Announces Consent from Holders to Amend Terms of Its Convertible Unsecured Debentures

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Toronto, Ontario--(Newsfile Corp. - December 20, 2024) - Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) ("Denarius Metals" or the "Company") announced today that it has received the required consents from holders to approve certain amendments (the "Amendments") to the trust indentures for its convertible unsecured debentures. The Company has an aggregate principal amount of CA$19,252,000 of convertible unsecured debentures (the "2023 Debentures") issued and outstanding under a trust indenture dated October 19, 2023, as amended and supplemented on October 31, 2023 (together, the "2023 Indenture") and an aggregate principal amount of CA$13,758,000 of convertible unsecured debentures (the "2024 Debentures") issued and outstanding under a trust indenture dated May 30, 2024, as amended and supplemented on June 25, 2024 (together, the " 2024 Indenture").

Holders representing 78.95% and 99.02% of the total outstanding principal amount of 2023 Debentures and 2024 Debentures, respectively, consented to the Amendments to the 2023 Indenture and the 2024 Indenture which include:

2023 Indenture:

  • delaying the commencement of the Gold Premium Payment (as defined in the 2023 Indenture) from January 31, 2025 to January 31, 2026; and

  • extending the Maturity Date (as defined in the 2023 Indenture) of the 2023 Debentures from October 19, 2028 to October 19, 2029.

2024 Indenture:

  • delaying the commencement of the Gold Premium Payment (as defined in the 2024 Indenture) from June 30, 2025 to June 30, 2026; and

  • extending the Maturity Date (as defined in the 2024 Indenture) of the 2024 Debentures from May 30, 2029 to May 30, 2030.

To make the Amendments, the Company required the written consent of the holders of at least 66 2/3% of the total outstanding principal amount of each of the 2023 Debentures and the 2024 Debentures. The Amendments are subject to the final approval of Cboe Canada and are expected to become effective on or about December 31, 2024.

Holders of the debentures who responded to the solicitation and consented to the Amendments will receive a consent fee on or about December 31, 2024 equal to two percent (2%) of the number of debentures they hold. Consent fees will be satisfied through the issuance of additional debentures, denominated in a principal amount of CA$1.00 per debenture, to the consenting holders and will not be paid in cash. Based on the consents received, the Company will issue a total of 304,000 consent fee debentures to holders of the 2023 Debentures and 272,460 consent fee debentures to holders of the 2024 Debentures. Pursuant to the consent solicitation process, Mr. Serafino Iacono (Executive Chairman and CEO), Mr. Michael Davies (Chief Financial Officer), Mr. Federico Restrepo-Solano (Director and COO) and Ms. Amanda Fullerton (General Counsel and Secretary) will receive an aggregate of 168,160 consent fee debentures. All debentures issued as a consent fee will be subject to a statutory four month hold period.