Denarius Metals Closes Final Tranche of Private Placement of Gold-Linked Convertible Debenture Units, Increasing Total Gross Proceeds to CA$13.8 Million
Toronto, 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:
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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
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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.
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 intends to use the net proceeds from the Offering for its Aguablanca Project in Spain and general corporate purposes.
The Company will apply to list the Debentures for trading on Cboe Canada; however, there can be no assurance that the listing of the Debentures will be successful and the Company has not received conditional approval from Cboe Canada with regard to such listing.
The Debentures, Warrants and Common Shares issuable from the conversion or exercise of the Debentures and Warrants, as applicable, are subject to a hold period in Canada ending on the date that is four months plus one day following the issuance date.
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.
In Spain, the Company 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 50% interest in Rio Narcea Recursos, S.L., which has the rights to exploit the historic producing Aguablanca nickel-copper mine, including a 5,000 tpd processing plant, located in Monesterio, Extremadura, Spain, approximately 88 km NW from the Lomero Project. The Company is also carrying out an exploration campaign on the Toral Zn-Pb-Ag Project located in the Leon Province, Northern Spain pursuant to an option and joint-venture arrangement with Europa Metals Ltd. pursuant to which it can acquire up to an 80% ownership interest in Europa Metals Iberia S.L., a wholly-owned Spanish subsidiary of Europa which holds the Toral Project.
In Colombia, Denarius Metals is carrying out construction activities at its 100%-owned Zancudo Project, which includes the historic producing Independencia mine, to develop production and cash flow commencing in 2024 through local contract mining and commencing a drilling program on the Zancudo deposit which remains open in all directions.
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 Offering, regulatory and Cboe Canada approvals and 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.
For Further Information, Contact:
Michael Davies
Chief Financial Officer
(416) 360-4653
investors@denariusmetals.com
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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