Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) announced today its plans to complete a non-brokered private placement of up to 15,000,000 common shares of the Company at a price of CA$0.55 per common share for gross proceeds of up to CA$8,250,000. It is anticipated that the closing of the Offering will occur in one or more tranches on or prior to October 31, 2024. Completion of the Offering is subject to shareholder and regulatory approvals, including Cboe Canada. The common shares issuable in connection with this Offering will be subject to a hold period expiring four months and one day after the date of issuance.

The Company intends to use the net proceeds of the Offering to fund its Zancudo Project in Colombia, its Aguablanca Project in Spain and for general corporate purposes.

Certain insiders of the Company have indicated their interest to participate in the Offering. As the number of securities issuable to Related Persons (as defined under Cboe Canada’s policies) of the Company in the Offering, when added to the number of securities issued to Related Persons of the Company in the private placement of convertible debentures completed in October 2023, is more than 10% of the current total number of issued and outstanding common shares, calculated on a non-diluted basis, 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 signed by holders of at least 50% of the holders entitled to vote thereon.

No U.S. Offering or Registration

This news release does not constitute an offer to sell, or the solicitation of an offer to buy securities in any jurisdiction, including the United States, other than the provinces and territories of Canada. The securities being offered pursuant to the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or the securities laws of any state of the United States. Such securities may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S of the US Securities Act) or person in the United States except in a transaction exempt from or not subject to the registration requirements of the US Securities Act and applicable state securities laws.

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 Metals Ltd.

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.