Toronto, Ontario--(Newsfile Corp. - March 20, 2025) - Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) ("Denarius Metals" or the "Company") announced today that it has closed its previously announced non-brokered private placement (the "Offering"), issuing a total of 13,138,000 Units at CA$0.50 per Unit for gross proceeds of CA$6,569,000. Each Unit consisted of one common share and one common share purchase warrant. Each warrant entitles 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 March 20, 2028. This brings the Company's issued and outstanding common shares as of the current date to 106,975,066 common shares.
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.
In connection with the Offering, Mr. Serafino Iacono (Executive Chairman), an insider of the Company, acquired 3,452,000 Units. As a result of closing the Offering, Mr. Iacono beneficially owns and controls 22,078,355 common shares (which represents approximately 20.64% of the Company's issued and outstanding common shares), 900,000 stock options, 7,784,650 unlisted warrants, CA$1,901,280 senior unsecured convertible debentures due 2029 and CA$6,426,000 unsecured convertible debentures due 2030. Prior to closing the Offering, Mr. Iacono beneficially owned and controlled 18,626,355 common shares, representing approximately 19.85% of the Company's issued and outstanding common shares. Assuming full exercise of his stock options, unlisted warrants and senior unsecured convertible debentures, Mr. Iacono would have control and direction over 45,698,071 common shares, representing 34.99% of the then outstanding common shares on a partially diluted basis.
In addition, Aton Ventures Fund Ltd. ("Aton Ventures"), a European-based investment fund, acquired 6,500,000 Units through the Offering. As a result, Aton Ventures beneficially owns and controls 13,041,385 common shares (which represents approximately 12.19% of the Company's issued and outstanding common shares), 13,919,092 unlisted warrants and CA$500,000 senior unsecured convertible debentures due 2029. Prior to closing the Offering, Aton Ventures beneficially owned and controlled 6,541,385 common shares, representing approximately 6.97% of the Company's issued and outstanding common shares. Assuming full exercise of unlisted warrants and senior unsecured convertible debentures, Aton Ventures would have control and direction over 28,071,588 common shares, representing 23.01% of the then outstanding common shares on a partially diluted basis. Aton Ventures has acquired the securities for investment purposes only, and depending on market and other conditions, may from time to time in the future increase or decrease its ownership, control or direction over securities the Company, through market transactions, private agreements, or otherwise. In satisfaction of the requirements of National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104") and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Aton Ventures will be filing an early warning report respecting the acquisition of securities, containing additional information omitted from this news release, under Denarius Metals' SEDAR+ profile at www.sedarplus.ca. A copy of the report filed by Aton Ventures may be obtained from Amanda Fullerton, General Counsel and Secretary, telephone number (416) 360-4653, or via e-mail at investors@denariusmetals.com.
Participation of insiders in the Offering constitutes a "related party transaction" as defined under National Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("NI 61-101"). The Offering is exempt from the formal valuation and minority shareholder approval requirements of NI 61-101 as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders exceeds or will exceed 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of insiders had not been confirmed at that time. Further to the Company's press release dated March 11, 2025, the Company has satisfied Cboe Canada's shareholder approval requirement and obtained written consent of at least 50% of the holders entitled to vote.
The common shares and warrants issued in the Offering are subject to a hold period in Canada ending June 21, 2025. In conjunction with the Offering, the Company paid a total of CA$41,400 of fees in cash to certain arm's length agents and brokers who acted as finders.
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 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.
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 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.
