Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) announced today that its 22.1%-owned joint venture, Rio Narcea Recursos S.A., owner of the Aguablanca Ni-Cu Project in Spain, has entered into an agreement with SCP Resource Finance LP and ECM Capital Advisors Ltd. in connection with a “best efforts” marketed offering of 12% secured notes of RNR for gross proceeds of up to US$20,000,000 from the sale of up to 20,000 RNR Notes at a price of US$1,000 per RNR Note. It is anticipated that the closing of the Offering will occur in one or more tranches on or prior to February 27, 2026.

Key terms of the RNR Notes include:

• The RNR Notes will be issued at a price of US$1,000 per RNR Note.
• The RNR Notes will mature and become payable on the date which is five years from the date of issuance of the RNR Notes.
• The RNR Notes bear interest at 12% per annum, paid quarterly in arrears at the end of March, June, September and December in each year, commencing March 31, 2026. The first interest payment will represent accrued interest for the period from the Closing Date to March 31, 2026. A portion of the gross proceeds will be set aside in escrow to fund the monthly interest payments during the first 12 months.
• No scheduled principal repayments shall be required within the first 12 months after the Closing Date.
• Holders of the RNR Notes may request repayment of up to a maximum of US$250 of the Principal Amount of each RNR Note without penalty on the second anniversary after the Closing Date.
• The RNR Notes may also be redeemed by RNR in part or in full without penalty on the third anniversary after the Closing Date. Any RNR Notes not redeemed by RNR on the third anniversary will then be repaid in full on the Maturity Date.
• The RNR Notes will be non-recourse to Denarius Metals and its joint venture partners and will be secured solely by a first ranking charge on the assets held within RNR, including, but not limited to, the processing plant, mining rights and offtake agreements held within RNR.

Denarius Metals owns a 22.1% equity interest in RNR and is the operator of the Aguablanca Project. As operator, Denarius Metals is assisting RNR to raise the funds required for the restart of operations at the Aguablanca Project. The Aguablanca Project, a historical producer of nickel-copper concentrates, is fully permitted and comprises a turnkey 5,000 tonnes per day processing plant and the rights to exploit the underground Aguablanca nickel-copper mine, located in Monesterio, Extremadura, Spain. RNR expects to have the Aguablanca underground mine back in production by the fourth quarter of 2026, subject to having the funds available to complete the planned restart activities.

RNR will use the net proceeds of the Offering to (i) fund the capital expenditures associated with certain startup activities at the Aguablanca Project, including dewatering to gain access to the underground mine and rehabilitation within the underground mine, and (ii) for working capital purposes, including the 12-month interest escrow as noted in the key terms.

In 2025, RNR signed an agreement with METSO Spain S.A. to carry out a Phase 1 detailed assessment of the condition of the existing 5,000 tpd processing facility to determine the extent of the required expenditures to be carried out in Phases 2 and 3 of the refurbishment program. The reconditioning services in Phase 2 and subsequent commissioning of the plant in Phase 3 are expected to be financed, subject to finalizing terms, by METSO and will be carried out by a Portuguese company with extensive experience in industrial maintenance, under the supervision of METSO. As the processing facility has been maintained in good condition, maintenance and commissioning activities to resume operation of the plant are expected to last no longer than eight months. Refurbishment work on all plant services will run in parallel with the dewatering activities.

Dewatering activities commenced in 2025 with the installation of forced evaporation systems to accelerate the evaporation of water from the tailings dam and freshwater reservoir during the hot summer months in Spain. The design and engineering of the open pit and underground dewatering system have been completed and will be carried out by a renowned Andalusian company specializing in providing dewatering solutions for the mining sector. Dewatering activities to resume operation of the underground mine will commence once the remaining project financing is arranged through the Offering and is expected to last no longer than six months.

RNR is also arranging with Endesa, one of the three largest electricity companies in Spain, for the installation and maintenance of underground electrical connections. Once dewatering is completed, the underground assessment of ventilation, ramp access and power in the mine will commence. Construction of a new escapeway system in the underground mine will commence after dewatering of the main ramp is completed.

In 2024, RNR arranged commercial terms with Boliden Commercial AB, a subsidiary of Boliden AB, for the sale at market prices of 100% of the concentrates to be produced at the Aguablanca Project. In addition to the nickel and copper contained in the concentrates, RNR will be paid for contained quantities of gold, silver, platinum, palladium and cobalt. The concentrates will be shipped from Aguablanca through the Huelva Port to Boliden’s state-of-the-art nickel flash smelting facilities located in Harjavalta, Finland, the only nickel sulphide smelter in the European Union.

At this time, Serafino Iacono, Executive Chairman of Denarius Metals, has indicated his interest to participate in the Offering for US$2.0 million of gross proceeds. Completion of the Offering is subject to third-party approvals, as applicable.

About Denarius Metals

Denarius Metals is a Canadian junior company engaged in the acquisition, exploration, development and eventual operation of precious metals and polymetallic mining projects in high-grade districts in Colombia and Spain. Denarius Metals is listed on Cboe Canada where it trades under the symbol “DMET”. The Company also trades on the OTCQX Market in the United States under the symbol “DNRSF”.

In Colombia, Denarius Metals is producing gold and silver in an “early production” phase at its 100%-owned Zancudo Project while it completes construction a 1,000 tonnes per day processing plant that is expected to start producing high-grade gold-silver concentrates by the third quarter of 2026. The Zancudo Project is a high-grade gold-silver deposit, which includes the historic producing Independencia mine, and is located in the Cauca Belt, about 30 km southwest of Medellin.

In Spain, Denarius Metals has interests in three projects focused on in-demand critical minerals. The Company owns a 22.1% interest in Rio Narcea Recursos, S.L. and is the operator of its Aguablanca Project, which has been recognized by the EU as a Strategic Project. The Aguablanca Project comprises a turnkey 5,000 tonnes per day processing plant and the rights to exploit the historic producing Aguablanca nickel-copper mine, located in Monesterio, Extremadura. Denarius Metals also owns a 100% interest in the Lomero Project, a polymetallic deposit located on the Spanish side of the prolific copper rich Iberian Pyrite Belt, approximately 88 km southwest of the Aguablanca Project, and a 100% interest in the Toral Project, a high-grade zinc-lead-silver deposit located in the Leon Province, Northern Spain.

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.