Toronto, Ontario--(Newsfile Corp. - April 29, 2024) - Denarius Metals Corp. (Cboe CA: DMET) (OTCQX: DNRSF) ("Denarius Metals" or the "Company") announced today that it has entered into an agreement with Red Cloud Securities Inc. to act as lead agent and bookrunner on behalf of a syndicate of agents (collectively, the "Agents") in connection with a best efforts private placement (the "Offering") for gross proceeds of up to CA$20,000,000 from the sale of up to 20,000 convertible debenture units (each, a "Unit") of the Company at a price of CA$1,000 per Unit. Each Unit shall consist of the following:
-
1,000 12% per annum gold-linked senior unsecured convertible debentures (each, a "Debenture") of the Company; and
-
500 common share purchase warrants (each, a "Warrant") of the Company, with each Warrant entitling the holder to purchase one common share (each, a "Common Share") of the Company at a price of CA$0.70 per Common Share at any time on or before that date which is 36 months after the Closing Date (as defined herein).
The Agents will have an option, exercisable in full or in part, up to 48 hours prior to the closing of the Offering, to sell up to an additional 3,000 Units for additional gross proceeds of up to CA$3,000,000 (the "Agents' Option").
The Company intends to use the net proceeds from the Offering for its Aguablanca Project in Spain and general corporate purposes. A portion of the proceeds will be set aside in escrow to fund the monthly interest payments during the first 12 months after the Closing Date.
The key terms of the Debentures include:
-
The Debentures will be issued at a price of CA$1.00 per Debenture (the "Principal Amount").
-
The Debentures are non-callable and will mature and become payable on the date which is five years from the date of issuance of the Debentures (the "Maturity Date"), unless otherwise converted, prepaid or accelerated in accordance with their terms.
-
The Debentures bear interest at 12% per annum, paid monthly in equal installments in cash. The first interest payment will be made on June 30, 2024 and will include accrued interest from the date of issuance of the Debentures. A portion of the gross proceeds will be set aside in escrow to fund the monthly interest payments during the first 12 months.
-
Commencing June 30, 2025, and each quarter thereafter and at Maturity, the Company will pay a Gold Premium on the Principal Amount of the Debentures in cash. The Gold Premium will be calculated as a percentage equal to 25% of (i) the amount, if any, by which the London P.M. Fix on the quarterly measurement date exceeds US$2,000 (the "Floor Price") divided by (ii) the Floor Price.
-
At any time prior to the Maturity Date, the Debentures will be convertible at the holder's option into Common Shares of the Company at a conversion price of CA$0.70 per Common Share plus any accrued and unpaid interest.
-
The Debentures will represent senior unsecured obligations of the Company, ranking pari passu in right of payment with all other current and future unsecured debt of the Company and subordinated in right of payment, to all current and future secured debt and other liabilities of the Company, and senior in right of payment to any future debt and other liabilities of the Company that are expressly subordinated to the Debentures.
The Company will apply to list the Debentures for trading on Cboe Canada; however, there can be no assurance that the listing of the Debentures will be successful and the Company has not received conditional approval from Cboe Canada with regards to such listing.
The Offering is scheduled to close on or about May 23, 2024 (the "Closing Date") and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of Cboe Canada. The Units, Debentures, Warrants and Common Shares issuable from the conversion or exercise of the Debentures and Warrants, as applicable, will be subject to a hold period in Canada ending on the date that is four months plus one day following the Closing Date.
No U.S. Offering or Registration