Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) announced that it has entered into an agreement with Stifel Nicolaus Canada Inc. to act as lead agent and bookrunner on behalf of a syndicate of agents in connection with a “best efforts” agency basis private placement for the sale of up to 18,182,000 Units of the Company at a price of C$0.55 per Unit for gross proceeds to the Company of up to C$10,000,100. Each Unit will consist of one common share in the capital of the Company and one common share purchase warrant. Each Warrant will entitle the holder to purchase one common share of the Company at a price of CA$0.66 per common share at any time on or before that date which is 60 months after the closing date. It is anticipated that the closing of the Offering will occur on or prior to June 19, 2025.

The Units will be offered to purchasers by way of the “listed issuer financing” exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions in all the provinces of Canada other than Québec. Upon closing of the Offering, the Units are expected to be immediately freely tradeable under applicable Canadian securities legislation.

The Company will grant to the Agents an option, exercisable up to three business days prior to the closing date, to purchase for resale up to an additional 15% of Units at the Offering Price for additional gross proceeds of up to C$1,500,015.

The Company intends to use the net proceeds of the Offering to fund its projects in Spain, including the advancement of scoping and other studies, and site administration costs at its Lomero and Toral Projects, capital contributions related to certain restart activities and site administration costs at the Aguablanca Project, to fund certain exploration and development expenditures at its Zancudo Project in Colombia and for general corporate purposes and working capital of the Company.

Completion of the Offering is subject to shareholder and regulatory approvals, as applicable, including Cboe Canada. As the number of securities issuable in the Offering (calculated on a fully diluted basis) is more than 25% of the total number of the current total number of issued and outstanding common shares (the “Outstanding Shares”) and the Offering Price is less than the closing price of the common shares on the day preceding the Company’s price reservation, to proceed with the Offering the Company requires approval from shareholders representing a majority of the Outstanding Shares held by disinterested shareholders. The Company intends to satisfy Cboe Canada’s shareholder approval requirement by obtaining a written resolution approving the Offering from the holders of at least 50% of the Outstanding Shares entitled to vote thereon.

There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at the Company’s website at www.denariusmetals.com. Prospective investors should read this offering document before making an investment decision.

No U.S. Offering or Registration

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

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 recently commenced mining operations at its 100%-owned Zancudo Project, a high-grade gold-silver deposit, which includes the historic producing Independencia mine, 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 21% interest in Rio Narcea Recursos, S.L. and is the operator of its Aguablanca Project, which has recently 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.