Denarius Metals Encourages Shareholders and Debentureholders to Vote on Transaction

TORONTO, July 7, 2026 /PRNewswire/ - Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) ("Denarius Metals" or the "Company") announced today that, further to its press releases dated June 3, 2026 and June 25, 2026, Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co., have recommended that shareholders vote FOR the 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"). The Amendments will give the Company the right to carry out an early redemption of the Debentures on July 31, 2026, settled in common shares of the Company, and also to settle the interest and gold premium payments due on July 31, 2026 pursuant to the Debentures with common shares of the Company (the "Transaction").

The Company encourages all shareholders and holders of Debentures ("Debentureholders") to carefully review the meeting materials prepared for shareholders and Debentureholders, respectively, and vote well in advance of the applicable proxy voting deadlines. The meeting materials, including the forms of proxy and management information circulars, are available under the Company's profile on SEDAR+ at www.sedarplus.ca and are posted on the Company's website at www.denariusmetals.com.

The special meetings of holders of the Debentures are scheduled to be held on July 16, 2026 and the special meeting of shareholders is scheduled to be held on July 17, 2026.

The Company's board of directors (the "Board") has concluded that the Transaction is in the best interests of the Company and recommends that shareholders vote FOR the Transaction Resolution.

Background to the Transaction

In its report, ISS noted a number of substantive factors that the Board had considered in approving the Transaction, including, among others, the need to preserve cash, the avoidance of additional financing risk and the evaluation of possible strategic alternatives to the Transaction. The Company is providing further background information on the Transaction to assist Debentureholders and shareholders in evaluating the Transaction and to supplement the information previously disclosed in the Company's press releases, management information circulars and related materials.

The Debentures were an important contribution to the early-stage financing of the Company as it embarked on its plan to build the Zancudo Project and to fund the acquisition of its position in the Aguablanca Project. The Debentures were structured to provide investors with an upside (the "Gold Premium") to their investment return when gold prices exceeded the floor prices established for each of the Debentures (US$1,800 per ounce for the Series 1 Debentures and US$2,000 per ounce for the Series 2 Debentures) at a time when gold prices hovered in the US$2,000 per ounce range. With the steady, and unexpected, rise in gold prices, reaching US$3,000 per ounce by March 2025, the concern regarding the impact of the payment obligations of the Debentures on the Company's balance sheet and financial resources, including the Company's ability to continue as a going concern, began to take on greater importance. This concern also impacted the view of current and potential new investors as the Company sought financing to advance the development and ramp-up of its mining operations.

As a result, management of the Company began considering various alternatives to the Debentures in early 2025, exploring alternative refinancings intended to replace or restructure the Debentures with more traditional debt instruments, including new convertible debentures. In light of the enhanced value of the Debentures due to the increased gold price environment, it became apparent to the Company through this process that each of the potential alternatives would have significantly increased the level of debt directly on the Company's balance sheet in order to buy back or exchange for the Debentures. As a result, such alternatives were not pursued further.

In June 2025, the Company, recognizing the need to preserve cash in order to maintain its financial stability during the ramp-up period for the Zancudo Project, commenced consent solicitation processes with its Debentureholders to cap the gold price used in the Gold Premium calculations at US$4,000 per ounce, and to allow the Company to issue common shares rather than use cash to pay monthly interest and quarterly Gold Premiums during the 12-month period ended May 31, 2026. Both solicitation processes were successful and provided temporary relief to the cash demands associated with the Debentures as the Company settled payments to the holders of the Debentures during this period totaling CA$16.2 million through the issuance of a total of approximately 21.9 million shares.

By October 2025, the price of gold rose to, and remained, above US$4,000 per ounce, ultimately resulting in the Gold Premiums on the Series 1 Debentures reaching their full value of $6.1 million per quarter, the first two of which were settled by the Company with shares on January 31, 2026 and April 30, 2026. On June 30, 2026, the Company paid $3.6 million in cash to settle the first quarterly Gold Premiums on the Series 2 Debentures. Based on current long-term gold price forecasts, Debentureholders have come to a reasonable expectation that they will continue to be paid the maximum Gold Premiums in the future. This was echoed in discussions the Company had as it sought to identify workable alternatives to replace or refinance the Debentures. As a result of this sentiment, the need for some form of a make whole payment to compensate the Debentureholders in order to replace or redeem the Debentures prior to maturity became evident.

Throughout the period referred to above, management of the Company was in constant communication with the Company's shareholders and other stakeholders, including Debentureholders, as part of its normal course investor relations activities. During these discussions, a recurring theme emerged from investors regarding the need to address the Debentures and the future cash obligations associated with them.

These factors ultimately led to the consideration of the Transaction and the Amendments which, among other things, provide for payment of an amount equal to the net present value of the sum of all monthly interest payments and quarterly Gold Premium payments that would otherwise be payable on the Debentures for the period after July 31, 2026 through to and including the Debentures' maturity date, calculated using a discount rate of 12.0% per annum (the "Make Whole Payment"). Given that the purpose of the early redemption of the Debentures was to enhance the ability of the Company to preserve cash for the development of its operations, the Company also determined that the Make Whole Payment needed to be paid in common shares of the Company.

Role of the Board and Board Process

Although the formulation of the Amendments was led by management, the Board was aware of the concerns related to the Debentures going back to 2025 and had long been aware of the importance of refinancing or restructuring the Debentures. The Board worked with management of the Company in determining and approving the Amendments in conjunction with the June 2025 consent solicitation process. At a meeting of the Board held on June 2, 2026, management reviewed the Company's financial position, financing alternatives and the potential merits of proceeding with the proposed Amendments.

As a result of the Company being consistently advised by Debentureholders (and, in particular, non-management Debentureholders) that they would require meaningful consideration in exchange for relinquishing their existing rights under the Debentures and agreeing to the proposed early redemption, the Company proposed the Make Whole Payment and consent fee components of the Transaction. The Board determined that the Make Whole Payment was necessary to provide Debentureholders with fair and reasonable compensation, and appropriate incentive, to consent to the Amendments and support the Transaction. The Board also noted that a consent fee was customary and standard in consent solicitations like the Transaction, and the Company had previously paid a consent fee of 2% in its prior consent solicitation processes in relation to the Debentures. The Board determined that a consent fee of 3% would be appropriate given the significance of the Transaction and to help ensure its success. The Board also determined that the consent fee should be paid to all Debentureholders regardless of whether they voted in favour of the Amendments.

On June 18, 2026, management of the Company met with the Board to consider, among other things, the Transaction. The materials related to each Debentureholders meeting, the shareholders meeting, the valuation report and related presentation materials were provided to the Board well in advance of the Board meeting in order to provide the Board adequate time to consider the Transaction.

Management of the Company contacted Blair Franklin Capital Partners Inc. ("Blair Franklin") to prepare an independent valuation in connection with the Transaction. Blair Franklin then conducted its work independently but with the input of management of the Company, as and when requested by Blair Franklin. Blair Franklin delivered its valuation report to the Board at the Board meeting held on June 18, 2026. In addition to being provided with the valuation report and related presentation materials, the Board was given the opportunity to question representatives of Blair Franklin regarding its methodology, assumptions and conclusions. The Board reviewed the valuation as part of its overall assessment of the Transaction.

Serafino Iacono and Federico Restrepo-Solano, each of whom is a director and officer of the Company and a Debentureholder, as well as a shareholder, having declared their respective interests in the Transaction, abstained from voting on the Transaction.

Messrs. Iacono and Restrepo-Solano participated in relevant Board discussions concerning the Transaction, as they were most familiar with the challenges that the Debentures' structure presented to the future of the Company and were in direct contact with many shareholders and Debentureholders. Their input was a necessary part of the review process for the Transaction; however, neither Mr. Iacono nor Mr. Restrepo-Solano specifically proposed the Transaction to the Company. The Transaction evolved largely from feedback and input of non-management shareholders and Debentureholders.

The independent directors, which make up a majority of the Board, were provided with opportunities to meet separately, deliberate independently and consider the Transaction without participation from interested parties. The independent directors also had the opportunity to meet with management and Blair Franklin, ask questions and receive additional information regarding the Transaction. Having regard to the fact that a majority of the Board was composed of experienced independent directors, and such independent directors were provided the opportunity to meet with management and receive counsel from experts in the absence of Messrs. Iacono and Restrepo-Solano, a special committee of independent directors was not established in connection with the approval of the proposed Transaction.

As detailed in the management information circular for the shareholders' meeting, after considering a number of factors, including the benefits to the Company, the Debentureholders and shareholders, and the fairness of the consideration and process, the Board, with Mr. Iacono and Mr. Restrepo-Solano recused, determined the Transaction is in the best interest of the Company and unanimously recommended that shareholders vote for the applicable resolutions in connection with the Transaction.

Further details regarding the background to the Transaction, the proposed Amendments, the proposed issuance of common shares, the reasons for the Transaction, the benefits to the Company and its shareholders, the fairness of the consideration and process and considerations under MI 61-101 are set out in the management information circular for the shareholders' meeting.

If you have any questions about the Transaction, please contact Sodali & Co, the Company's consent solicitation and proxy solicitation agent (i) by telephone at 1-888-444-0561 (North American toll free) or 1-289-695-3075 (collect) or (ii) by email at [email protected].

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 matters related to the Debentures' consent solicitation process, the anticipated benefits of the Transaction, ISS' and Glass Lewis' recommendations, the proposed timing of the Transaction and related meetings of debentureholders and shareholders, and receipt of regulatory, Cboe Canada, debentureholders' and shareholders' approvals. 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. 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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