Denarius Metals Closes Final Tranche of Private Placement of Gold-Linked Convertible Debenture Units, Increasing Total Gross Proceeds to CA$13.8 Million

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Toronto, Ontario--(Newsfile Corp. - June 25, 2024) - Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) ("Denarius Metals" or the "Company") announced today that it has closed the final tranche of its previously announced best efforts private placement (the "Final Tranche") of convertible debenture units (each, a "Unit") for additional gross proceeds of CA$3,783,000. In total, the Company issued 13,808 Units at a price of CA$1,000 per Unit for aggregate gross proceeds of CA$13,808,000 (the "Offering") resulting in the issuance of:

  1. 13,808,000 12% per annum gold-linked senior unsecured convertible debentures (each, a "Debenture") of the Company which mature on May 30, 2029; and

  2. 6,904,000 common share purchase warrants (each, a "Warrant") of the Company, with each Warrant entitling the holder to purchase one common share (each, a "Common Share") of the Company at a price of CA$0.60 per Common Share at any time on or before May 30, 2027.

The first interest payment of CA$0.01066 per CA$1.00 principal amount of Debentures, including interest accrued from May 30, 2024 for all Debentures, will be made on June 30, 2024. No finder's fees were paid by the Company in connection with the Final Tranche. The Company has set aside a total of CA$1,656,960 in escrow from the gross proceeds of the Offering to fund the interest payments during the first year of the term of the Debentures.

In connection with the Final Tranche, Mr. Serafino Iacono (Executive Chairman and Chief Executive Officer), an insider of the Company, acquired an additional CA$1,300,000 of Units. As a result of closing the Final Tranche and recent purchases of common shares in the open market, Mr. Iacono beneficially owns and controls 7,343,528 Common Shares, which represents approximately 11.1% of the Company's issued and outstanding Common Shares, 900,000 stock options, 2,819,014 unlisted warrants, CA$2,864,000 senior unsecured convertible debentures due 2028, CA$6,300,000 Debentures and 3,150,000 Warrants. Prior to closing the Final Tranche, Mr. Iacono beneficially owned and controlled 7,343,528 Common Shares, representing approximately 11.1% of the Company's issued and outstanding common shares. If Mr. Iacono converts the principal amount of his Debentures in full at the conversion price of CA$0.60 per Common Share and exercises his Warrants, Mr. Iacono would acquire ownership and control of an additional 13,650,000 Common Shares, representing approximately 17.1% of the issued and outstanding Common Shares on a partially-diluted basis, and would have control and direction over a combined total of 20,993,528 Common Shares, representing approximately 26.3% of the issued and outstanding Common Shares on a partially-diluted basis. In addition, assuming full exercise of his stock options, unlisted warrants and senior unsecured convertible debentures due 2028, Mr. Iacono would have control and direction over 31,076,986 Common Shares, representing 34.6% of the then outstanding Common Shares on a partially-diluted basis.