#Canada #Toronto #Convertible Debentures #Denarius Metals #Gold Premium

Denarius Metals Advances Consent Solicitation Process for Debenture Amendments

Denarius Metals Corp. has announced its latest initiative aimed at enhancing its financial flexibility by engaging in a consent solicitation process to amend the terms of its convertible unsecured debentures. This is a strategic move to facilitate the early retirement of these debentures, which play a crucial role in the company's capital structure.

Overview of the Process

On June 25, 2026, the company commenced mailing relevant meeting materials to all holders of its convertible debentures, collectively referred to as "the Debentures," as well as to shareholders. The objective is to approve a series of amendments that will allow Denarius to redeem these Debentures early and to settle interest and gold premium payments through the issuance of common shares.

The company has scheduled special virtual meetings for different classes of debenture holders and shareholders on July 16 and 17, 2026. The meetings, hosted through live audio webcasts, will require a quorum of at least 25% of the principal amount of the Debentures to participate, with an extraordinary resolution requiring 66 2/3% approval from the respective debenture holders.

Proposed Amendments Details

The proposed amendments will significantly impact Denarius Metals' ability to manage its financial obligations. By securing approval, the company anticipates exercising its early redemption right, allowing it to handle certain payments due on July 31, 2026, by converting them into common shares. This transition is expected to deliver benefits such as mitigating additional financial risks and restructuring capital flows.

In total, approximately 225.5 million shares are projected to be issued if the amendments receive approval. Specific numbers include:

• - Series 1 Debentures: 44.2 million shares for principal redemption.
• - Series 2 Debentures: 23.8 million shares for principal redemption.
• - Additionally, shares will be allocated for interest and gold premium payments, reflecting a calculated approach based on the agreed conversion prices of CA$0.45 and CA$0.60 per share.

Importance of Approval

The board of directors has unanimously concluded that these amendments are in the best interest of the company and its stakeholders. They emphasize the importance of securing financial resources while minimizing risks associated with prolonged debenture management.

The decision to offer shares as settlement instead of cash is rooted in the company's commitment to enhance its financial sustainability amid fluctuating market conditions. This strategy, based on a valuation report from Blair Franklin Capital Partners, has been thoroughly evaluated and is seen as a viable alternative to traditional financing methods.

In addition to shareholder and debentureholder approval, the amendments are subject to the validation of Cboe Canada, underscoring the regulatory oversight tied to this transaction.

Next Steps and Future Outlook

As Denarius moves forward in the approval process, its leadership encourages active participation from debenture holders and shareholders. The necessity for majority backing will dictate the company's direction in repaying debts and providing shareholders with increased value through potential equity gains.

The future of Denarius Metals appears promising as it works diligently to optimize its operations within a competitive mining environment. The success of the upcoming meetings could pave the way for enhanced growth trajectories out of its various projects in Colombia and Spain, notably in high-grade mineral districts.

In conclusion, as Denarius Metals navigates this critical phase, stakeholder engagement will play a pivotal role in determining the outcome and sustainability of its financial strategy moving forward. Stakeholders are encouraged to review the management information circulars and attend the upcoming meetings to ensure their voices are heard during this important decision-making process.