NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, CANADA, March 2, 2023 – Denarius Metals Corp. (“Denarius Metals” or the “Company”) (TSXV: DSLV; OTCQB: DNRSF) is pleased to announce the completion of its rights offering (the “Rights Offering”), which expired at 4:30pm (Eastern Standard Time) on February 24, 2023. The Rights Offering resulted in the issuance of 20,762,188 units of the Company (“Units”) for total gross proceeds of approximately CA$8,304,875. Each Unit consists of one common share (a “Common Share”) and one transferrable common share purchase warrant (“Warrant”). Each Warrant entitles the holder to purchase one common share at a price of CA$0.60 per share until March 2, 2026.
Pursuant to the Rights Offering, the Company issued 6,551,935 Units under the basic subscription privilege and 1,575,328 Units under the additional subscription privilege. A total of 881,768 Units under the basic subscription privilege were issued to insiders of the Company who also agreed to act as standby guarantors, including 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) (collectively, the “Insiders”). A total of 12,634,925 Units were issued to standby guarantors, including a total of 7,890,870 Units to the Insiders. As consideration for their standby commitments, the Company issued 3,158,728 non-transferable bonus warrants, including a total of 1,972,716 bonus warrants to the Insiders, exercisable at a price of CA$0.60 per share until March 2, 2026. No bonus warrants were issued in connection with the exercise of any basic subscription privilege or additional subscription privilege to standby guarantors in accordance with the TSX Venture Exchange’s policy.
In connection with the Rights Offering, the Company issued to Mr. Serafino Iacono (Executive Chairman and Chief Executive Officer) and companies to which he provides investment advice or in which he has a beneficial interest, a total of 6,045,399 Units and 1,431,596 bonus warrants, of which 319,014 Units resulted from the exercise of Mr. Iacono’s basic subscription privilege and 5,726,385 Units were issued as a result of Mr. Iacono’s standby guarantee for an aggregate subscription price of CA$2,418,160. As a result of the Rights Offering, Mr. Iacono beneficially owns and controls 6,391,913 Common Shares, which represents approximately 15.39% of the Company’s issued and outstanding Common Shares, 150,000 stock options, 6,045,399 Warrants and 1,431,596 bonus warrants. Prior to the completion of the Rights Offering, Mr. Iacono beneficially owned and controlled 346,514 Common Shares, representing approximately 1.67% of the Company’s issued and outstanding Common Shares. The warrants issued to Mr. Iacono will bear a legend stating that until Denarius Metals’ disinterested shareholder approval is received, he will be prohibited from exercising any warrants if at the time of such exercise he owns 19.9% or greater of the shares of the Company, on a non-diluted basis. Mr. Iacono acquired the securities under the Rights Offering for investment purposes.
In addition, Aris Mining Corporation (“Aris Mining”) exercised 3,750,000 of its basic subscription rights for an aggregate subscription price of CA$1,500,000, resulting in Aris Mining beneficially owning and controlling 10,351,889 Common Shares, which represents approximately 24.92% of the Company’s issued and outstanding Common Shares and 25,972,223 warrants (exercisable into 5,972,222 common shares). Prior to the completion of the Rights Offering, Aris Mining beneficially owned and controlled 6,601,889 Common Shares, representing approximately 31.77% of the Company’s issued and outstanding Common Shares and 22,222,223 warrants (exercisable into 2,222,222 common shares). Aris Mining acquired the securities under the Rights Offering for investment purposes.
A copy of Mr. Iacono’s and Aris Mining’s early warning reports will be available under the Company’s profile on SEDAR at www.sedar.com or by contacting Amanda Fullerton, General Counsel and Secretary at (416) 360-4653 or investors@denariusmetals.com.
Following completion of the Rights Offering, the Company has 41,545,639 Common Shares outstanding.
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.
Details of the Rights Offering were set out in a Notice and Circular, which are available under the Company’s profile on SEDAR at www.sedar.com.
The Rights Offering remains subject to final approval of the TSX Venture Exchange.
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.
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’s 100%-owned Zancudo Project in Colombia provides an opportunity to develop near-term production and cash flow through local contract miners and long-term growth through exploration.
Additional information on Denarius Metals 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 and the use of proceeds of the Rights Offering. 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 Metals 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
