Denarius Metals Closes First Tranche of Non-Brokered Private Placement of Common Shares for Gross Proceeds of CA$3.3 Million

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Toronto, Ontario--(Newsfile Corp. - August 13, 2024) - Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) ("Denarius Metals" or the "Company") announced today that it has closed the first tranche of its previously announced non-brokered private placement (the "First Tranche") resulting in the issuance of 7,362,221 common shares at CA$0.45 per share for gross proceeds of CA$3,312,999.45. This brings the Company's issued and outstanding common shares as of the current date to 73,553,973 common shares. The First Tranche forms part of a larger private placement of up to 22,222,222 common shares for total gross proceeds of up to CA$10,000,000 (the "Offering"). The Company expects to complete the Offering in one or more additional tranches on or before September 5, 2024.

In connection with the First Tranche, Mr. Serafino Iacono (Executive Chairman and Chief Executive Officer), an insider of the Company, acquired 5,555,555 common shares. As a result of closing the First Tranche, Mr. Iacono beneficially owns and controls 12,899,083 common shares (which represents approximately 17.5% of the Company's issued and outstanding common shares), 900,000 stock options, 5,969,014 unlisted warrants, CA$1,864,000 senior unsecured convertible debentures due 2028 and CA$6,300,000 unsecured convertible debentures due 2029. Prior to closing the First 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. Assuming full exercise of his stock options, unlisted warrants and senior unsecured convertible debentures, Mr. Iacono would have control and direction over 34,410,319 common shares, representing 36.2% 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 did not file a material change report 21 days prior to the closing of the First Tranche as the details of the participation of insiders had not been confirmed at that time. Further to the Company's press release dated August 1, 2024, the Company has satisfied Cboe Canada's shareholder approval requirement and obtained written consent of at least 50% of the holders entitled to vote.