NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, CANADA, January 16, 2023 – Denarius Metals Corp. (“Denarius Metals” or “the Company”) (TSXV: DSLV; OTCQB: DNRSF) announced today that it will be making a rights offering (the “Rights Offering”) to eligible holders of its common shares (the “Eligible Holders”) of record at the close of business on January 24, 2023. Pursuant to the Rights Offering, each Eligible Holder will receive one right (a “Right”) for each common share held to purchase one unit (a “Unit”) of the Company at a price of CA$0.40. Each Unit will consist of one common share and one transferrable common share purchase warrant (“Warrant”). Each Warrant will entitle the holder to purchase one common share at a price of CA$0.60 per share for a period of three years from the date of issuance.
The Rights Offering includes an additional subscription privilege under which Eligible Holders who fully exercise their Rights will be entitled to subscribe for additional Units, if available, that are not otherwise subscribed for in the Rights Offering. The Rights and the Warrants will not be listed for trading.
The Rights Offering is not subject to any minimum subscription level. If the Rights Offering is fully subscribed, the Company will issue up to 20,762,188 common shares and Warrants to purchase up to an additional 20,762,188 common shares, for total gross proceeds of approximately CA$8,304,875. The Company intends to use the net proceeds raised from the Rights Offering (i) to complete the second phase of its exploration drilling campaign at its flagship Lomero Project followed by an updated Mineral Resource estimate, scoping study and a preliminary economic assessment, (ii) to meet its obligations under the Definitive Option Agreement executed on November 22, 2022 related to the Toral Project in Northern Spain, (iii) to prepare a Mineral Resource estimate and metallurgical testing at its Zancudo Project in Colombia and (iv) for working capital and general corporate purposes.
The Company believes its directors and senior officers who own common shares intend to exercise all of their Rights to purchase Units. However, the Company can give no assurance that any insiders will participate in the Rights Offering other than Mr. Serafino Iacono (Executive Chairman and Chief Executive Officer), Mr. Michael Davies (Chief Financial Officer), Mr. Federico Restrepo-Solano (Director) and Mr. Hernan Juan Jose Martinez Torres (Director), all of whom have entered into standby commitment agreements with the Company to purchase up to a total of 9,922,414 Units, in addition to Units available pursuant to the Rights associated with their common share holdings.
A Notice of Rights Offering and a Rights certificate will be mailed to each Eligible Holder of the Company resident in Canada as at the record date, January 24, 2023. Eligible Holders who wish to exercise their Rights must complete the Rights certificate and deliver the certificate, together with the applicable purchase funds, to the rights agent, TSX Trust Company, before 4:30 p.m. (Toronto time) on February 24, 2023. Eligible Holders who own their shares of the Company through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
The terms of the Rights Offering and the procedures for exercising Rights will be explained in the Rights Offering Circular. The Rights Offering Circular will be available under the Company’s profile on the SEDAR website at www.sedar.com on January 16, 2023.
The Rights Offering will be made only in applicable jurisdictions in Canada, and is not, and under no circumstances is to be construed as, an offering of any securities for sale in, or to a resident of any jurisdiction, other than Canada, or a solicitation therein or an offer to buy or sell securities. However, certain holders of common shares of the Company in jurisdictions outside of Canada may be able to participate in the Rights Offering where they can establish that the transaction is exempt under applicable laws. If you are a holder of shares of the Company and reside outside of Canada, please review the Notice of Rights Offering and Rights Offering Circular to determine your eligibility and the process and timing requirements to receive or exercise your Rights. The Company requests any ineligible holder interested in exercising their Rights to contact the Company at their earliest convenience.
The Rights Offering is subject to regulatory approval, including the approval of the TSX Venture Exchange. The Company has obtained conditional approval from the TSX Venture Exchange.
Standby Guarantees
On January 13, 2023, the Company entered into standby commitment agreements with certain persons to act as standby guarantors (“Standby Guarantors”) to purchase up to a total of 15,871,539 Units that may be available as a result of any unexercised Rights under the Rights Offering. The standby guarantees, when combined with the exercise of the Rights associated with the common shares held by the Standby Guarantors, ensures the Company will receive, at a minimum, total gross proceeds of CA$6,679,650 pursuant to the Rights Offering.
Mr. Serafino Iacono (Executive Chairman and Chief Executive Officer), Mr. Michael Davies (Chief Financial Officer), Mr. Federico Restrepo-Solano (Director) and Mr. Hernan Juan Jose Martinez Torres (Director) have all indicated that they will exercise their Rights and have agreed to act as standby guarantors to purchase up to an additional 7,180,986 Units, 230,000 Units, 2,132,075 Units and 379,353 Units, respectively. In addition, four arm’s length third parties have agreed to act as standby guarantors to purchase up to a total of 5,949,125 Units. As consideration for their standby commitments, the Company will issue non-transferable bonus warrants entitling them to purchase up to a total of 3,967,883 Common Shares, being 25% of the total number of Units the Standby Guarantors have committed to purchase, at a price of CA$0.60 per Common Share for three years after the date on which performance under the guarantees could be required. Standby Guarantors who receive Rights as a shareholder on the Record Date will not receive bonus warrants for exercising their Basic Subscription Privilege or, if applicable, Additional Subscription Privilege. If a standby guarantor exercises none of their Rights or exercises only a portion of their Rights, then the number of bonus warrants that will issued to the Standby Guarantor will be reduced in accordance with the TSX Venture Exchange’s policy.
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 offered under the Rights Offering will not be or have not been 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.
Toral Project, Spain
As previously disclosed, the Company entered into a definitive option agreement with Europa Metals Ltd. (“Europa”) (AIM: EUZ) dated November 22, 2022 (the “Definitive Agreement”), pursuant to which the Company has been granted options to acquire, in two stages, up to an 80% ownership interest in Europa Metals Iberia S.L. (“EMI”), a wholly owned Spanish subsidiary of Europa which holds the Toral Zn-Pb-Ag Project (the “Toral Project”), Leon Province, Northern Spain. On December 30, 2022, shareholders of Europa approved the transaction and on January 6, 2023, the Company made its initial US$100,000 payment to EMI pursuant to the Definitive Agreement.
The Company also agreed to pay a finder’s fee (the “Finder’s Fee”) to Querlec Gestion S.L. (“Querlec Gestion”) with regards to services provided in connection with its acquisition of an interest in the Toral Project. Querlec Gestion is arm’s length to the Company. The Finder’s Fee, which has been revised to US$215,000, will be satisfied by the issuance of 457,165 common shares by the Company (the “Finder’s Fee Shares”) at an issue price of CA$0.63 per share, being the closing price of the shares on the TSX Venture Exchange (the “TSXV”) on November 22, 2022. The Finder’s Fee Shares, the issuance of which has been approved by the TSXV, will be issued in stages as the Company reaches certain milestones in connection with the Definitive Agreement and shall be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws. The Company also granted Querlec Gestion a 1% NSR on any future production of minerals from the Toral Project.
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, with its principal focus on the Lomero Project in Spain. The Company signed a definitive option agreement with Europa Metals Ltd. in November 2022 pursuant to which Europa has granted Denarius Metals two options to acquire up to an 80% ownership interest in the Toral Zn-Pb-Ag Project, Leon Province, Northern Spain. The Company also owns the Zancudo and Guia Antigua Projects in Colombia.
Additional information on Denarius can be found on its website at www.denariusmetals.com and by reviewing its profile on SEDAR at www.sedar.com.
Cautionary Statement on Forward-Looking Information
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains “forward-looking information”, which may include, but is not limited to, statements with respect to the Rights Offering, the ability to obtain TSX Venture Exchange approval of the Rights Offering and the successful closing of the Rights Offering and insider participation. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Denarius to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Company’s Annual Information Form dated November 23, 2022 which is available for view on SEDAR at www.sedar.com. Forward-looking statements contained herein are made as of the date of this press release and Denarius disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
For Further Information, Contact:
Michael Davies
Chief Financial Officer
(416) 360-4653
