Denarius Metals wins shareholder approval of debenture amendments

DENARIUS METALS ANNOUNCES SHAREHOLDER APPROVAL OF DEBENTURE AMENDMENTS AT MEETING HELD TODAY PR Newswire TORONTO , July 17, 2026 /PRNewswire/ -- Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) ("Denarius Metals" or the "Company") is pleased to announce that, at a special meeting of the shareholders held today (the "Meeting"), shareholders approved the previously-announced resolution (the "Transaction Resolution") to approve, (a) pursuant to the policies of Cboe Canada Inc., the issuance of a number of common shares of the Company (the "Common Shares") in excess of 25% of the issued and outstanding Common Shares, and (b) the potential issuances of Common Shares in connection with certain amendments (the "Amendments") to the trust indentures for its convertible unsecured debentures maturing on October 19, 2029 (the "Series 1 Debentures") and convertible unsecured debentures maturing on May 30, 2030 (the "Series 2 Debentures" and, together with the Series 1 Debentures, the "Debentures"). Shareholders holding 116,910,789 Common Shares, being 54.78% of the outstanding Common Shares as at the record date, were represented by proxy at the Meeting. Full details of the Transaction Resolution are set out in the management information circular of the Company dated June 15, 2026 in respect of the Meeting, which is available under the Company's profile on SEDAR+ at www.sedarplus.ca  and is posted on the Company's website at www.denariusmetals.com .

In order to be effective, the Transaction Resolution required "minority approval" of the shareholders in accordance with Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions  and the rules of Cboe Canada. Approximately 97.47% of the votes eligible to be cast at the Meeting were voted in favour of the Transaction Resolution. For the purposes of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions , 71,925,740 common shares were excluded.

Accordingly, all shareholder approvals required in order to proceed with the Transaction Resolution have been obtained.   After the Meeting, the board of directors of the Company resolved to exercise the early redemption option and settle certain interest and gold premium payments in Common Shares on July 31, 2026 for each of the Series 1 Debentures and the Series 2 Debentures. In connection with the exercise of the early redemption option, the Company expects to issue approximately 225,488,319 common shares to holders of the Series 1 Debentures and Series 2 Debentures on July 31, 2026. The issuance of the Common Shares remains subject to the approval of Cboe Canada.

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 is producing gold and silver in an "early production" phase at its 100%-owned Zancudo Project while it completes construction of a 1,000 tonnes per day processing plant that is expected to start producing high-grade gold-silver concentrates by the third quarter of 2026. The Zancudo Project is a high-grade gold-silver deposit, which includes the historic producing Independencia mine, and is 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 21.8% interest in Rio Narcea Recursos, S.L. and is the operator of its Aguablanca Project, which has 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.

Additional information on Denarius Metals can be found on its website at www.denariusmetals.com  and by reviewing its profile on SEDAR+ at www.sedarplus.ca . Cautionary Statement on Forward-Looking Information This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to anticipated business plans or strategies, including statements with respect to potential transactions. 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 Metals to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, but not are limited to, the issuance of common shares to holders of the Series 1 Debentures and Series 2 Debentures, the number of common shares to be issued and the approval of Cboe Canada. 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 March 31, 2026 which is available for view on SEDAR+ at www.sedarplus.ca .

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.

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