Denarius Metals seeks debenture holder votes to retire CA$34M in debt

Denarius Metals Corp. (Cboe CA: DMET, OTCQX: DNRSF) has begun mailing meeting materials to holders of its two series of convertible unsecured debentures and to shareholders, as part of a consent solicitation process to approve amendments that would allow the company to retire the debt through an early redemption settled in common shares.

The company is seeking approval to redeem approximately CA$19.9 million in Series 1 Debentures due October 2029 and CA$14.3 million in Series 2 Debentures due May 2030. If the amendments are approved and the early redemption option is exercised, Denarius Metals would issue approximately 225.5 million common shares in total to retire the debentures and settle interest and gold premium payments due July 31, 2026. The shares for interest, gold premium, make whole, and consent fee payments would be priced at CA$0.81 per share, based on the 20-day volume weighted average price on Cboe Canada as of June 1, 2026.

Special meetings are scheduled for July 16, 2026, for Series 1 and Series 2 debenture holders, and July 17, 2026, for shareholders, all held virtually. Approval requires at least 66⅔% of the principal amount of each debenture series, and a simple majority of eligible shareholders.

The transaction has been classified as a related party transaction under Multilateral Instrument 61-101, requiring a formal independent valuation, which was completed by Blair Franklin Capital Partners Inc., and minority shareholder approval. Certain board members with a material interest abstained from the board vote. The amendments also require approval from Cboe Canada.

The record date for voting eligibility was June 15, 2026. The board of directors unanimously recommended that debenture holders and shareholders vote in favor of the proposed resolutions, according to the press release.

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