Denarius Metals Announces Non-Brokered Private Placement of up to CA$8.25 Million of Common Shares

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Toronto, Ontario--(Newsfile Corp. - October 21, 2024) - Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) ("Denarius Metals" or the "Company") announced today its plans to complete a non-brokered private placement of up to 15,000,000 common shares of the Company at a price of CA$0.55 per common share for gross proceeds of up to CA$8,250,000 (the "Offering"). It is anticipated that the closing of the Offering will occur in one or more tranches on or prior to October 31, 2024. Completion of the Offering is subject to shareholder and regulatory approvals, including Cboe Canada. The common shares issuable in connection with this Offering will be subject to a hold period expiring four months and one day after the date of issuance.

The Company intends to use the net proceeds of the Offering to fund its Zancudo Project in Colombia, its Aguablanca Project in Spain and for general corporate purposes.

Certain insiders of the Company have indicated their interest to participate in the Offering. As the number of securities issuable to Related Persons (as defined under Cboe Canada's policies) of the Company in the Offering, when added to the number of securities issued to Related Persons of the Company in the private placement of convertible debentures completed in October 2023, 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.

No U.S. Offering or Registration

This news release does not constitute an offer to sell, or the solicitation of an offer to buy securities in any jurisdiction, including the United States, other than the provinces and territories of Canada. The securities being offered pursuant to the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or the securities laws of any state of the United States. Such securities may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S of the US Securities Act) or person in the United States except in a transaction exempt from or not subject to the registration requirements of the US Securities Act and applicable state securities laws.