Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) announced today that it has signed a binding letter of intent with Europa Metals Ltd. (AIM: EUZ) whereby the Company will acquire 100% of the issued and outstanding shares of Europa Metals Iberia S.L. a wholly owned Spanish subsidiary of Europa which holds the Toral Zn-Pb-Ag Project in the Leon Province, Northern Spain. The closing of the Transaction is expected to occur no later than October 31, 2024.

Serafino Iacono, Executive Chairman and CEO, commented, “The Transaction is in keeping with our vision of producing low-carbon metals within the European Union to support climate transition and the EU’s bid to secure the resources needed for technologies such as renewable energy and battery power. Our work to date provides us with confidence in the potential for the Toral Project to become a long-life underground mining operation which may supply material to the 5,000 tonnes per day processing plant at our Aguablanca Project in Spain. Completing the acquisition of 100% of the Toral Project through the Transaction strengthens our liquidity and improves our flexibility to manage the development schedule for our projects in Spain without having to meet the specific obligations mandated under the Option Agreement. Later this year, we will commence work on the preparation of an updated Mineral Resource estimate followed by a preliminary economic assessment for the Toral Project.”

The Company and Europa entered into a definitive option agreement dated November 22, 2022 (the “Option Agreement”) pursuant to which the Company was granted options to acquire, in two stages, up to an 80% ownership interest in EMI. In conjunction with its commitments under the First Option, the Company has been carrying out an exploration program at the Toral Project since the beginning of 2023 and, to date, the Company has funded approximately US$3.1 million through a loan agreement dated November 22, 2022 between the Company, Europa and EMI (the “Loan Agreement”). In 2023, the Company carried out a drilling campaign which comprised approximately 6,200 meters of validation and infill drilling in nine holes completed within the Toral Project’s known Indicated Mineral Resource area. All holes completed were successful in intersecting mineralization adjacent to selected, previously reported high grade intersections within the Toral Project’s Indicated Resource block. In addition, the formal application for a mining license was also filed with the local authority in 2023 as required under the Option Agreement.

The purchase price for the Company’s acquisition of a 100% equity interest in EMI will be the funds advanced under the Loan Agreement and an additional CA$3.5 million to be settled through the issuance of 7,000,000 common shares of the Company at a price of CA$0.50 per share. The common shares to be issued in the Transaction will be subject to a hold period ending on the date that is four months plus one day following the issuance date. As a condition to Closing, Europa will capitalize all amounts payable from EMI to Europa prior to Closing such that on Closing, EMI shall not owe any funds or have any outstanding liabilities to Europa. The Option Agreement and the Loan Agreement will also be terminated on Closing.

The Transaction is subject to each of the Company, Europa and EMI receiving all necessary board, shareholder and regulatory approvals including, but not limited to, approval by Cboe Canada Inc.

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 owns a 5,000 tpd processing plant and has the rights to exploit the historic producing Aguablanca nickel-copper mine, located in Monesterio, Extremadura, Spain, approximately 88 km northwest of the Lomero Project. The Company is also carrying out an exploration campaign on the Toral Project located in the Leon Province, Northern Spain pursuant to an option and joint-venture arrangement with Europa.

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 expected to commence in the fourth quarter of 2024 through local contract mining. The Company is currently carrying out a 10,000 meters drilling program on the Zancudo deposit which remains open in all directions.