Denarius Metals — Capital/Financing Update 2024

Dec 3, 2024

EXTRAORDINARY RESOLUTIONS OF THE HOLDERS OF DEBENTURES OF DENARIUS METALS CORP.

TO: DENARIUS METALS CORP. (the “Corporation”)

AND TO: TSX TRUST COMPANY (the “Trustee”)

DATE: DECEMBER 2, 2024

Reference is hereby made to the Indenture dated October 19, 2023, as amended and supplemented on October 31, 2023 (the “Indenture”), entered into between the Corporation and the Trustee, as trustee for the Debentureholders (as such term is defined in the Indenture). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms as set forth in the Indenture.

WHEREAS:

Extension of Maturity Date and Gold Premium Payment Commencement Date and Consent Fee Amendments

A. Pursuant to the Indenture, the Debentures shall mature on October 19, 2028 (the “Maturity Date”) and shall bear interest from October 19, 2023 at the rate of 12.0% per annum, payable in cash in equal monthly installments on the last day of each month, commencing on November 30, 2023;

B. Pursuant to the Indenture, the Corporation shall pay each Debentureholder in cash an amount equal to the Gold Premium multiplied by the principal amount of C$1.00 per Debenture (the “Gold Premium Payments”) on January 31, April 30, July 31 and October 31, with the Gold Premium Payments commencing as of January 31, 2025 (the “Gold Premium Payment Commencement Date”);

C. The Corporation proposes to extend the Maturity Date for the Debentures until October 19, 2029 (the “Maturity Date Extension”);

D. The Corporation proposes to extend and postpone the Gold Premium Payment Commencement Date until January 31, 2026 (the “Gold Premium Payment Commencement Extension”);

E. The Corporation proposes to grant to each Debentureholder who consents to the Maturity Date Extension and the Gold Premium Payment Commencement Extension by December 18, 2024, or such date as determined by the Corporation, a one-time consent fee equal to 2% of the aggregate principal Debentures held by the consenting Debentureholder payable in Debentures (the “Consent Fee”). The Debentures comprising the Consent Fee (the “Consent Fee Debentures”) shall be issued on December 31, 2024, or such other date as determined by the Corporation, and shall begin to accrue interest as of the date of issuance. The Consent Fee Debentures shall be governed by the terms and conditions set forth in the Indenture, as may be amended from time to time;

F. The Corporation proposes to amend the Indenture to allow for the issuance of the Consent Fee Debentures (the “Consent Fee Amendments”);

G. Pursuant to the Indenture, the Corporation may issue up to C$25,000,000 aggregate principal amount of Debentures, of which, C$20,632,000 principal amount of Debentures has been issued and currently there is C$19,272,000 principal amount of Debentures outstanding;

---

H. Section 11.11(a) of the Indenture provides the Debentureholders the power, by Extraordinary Resolution, to authorize the Trustee to grant extension of time for payment of any principal or interest on the Debentures, whether or not the principal or interest, the payment of which is extended, is at the time due or overdue;

I. Section 11.11(b) of the Indenture provides the Debentureholders the power, by Extraordinary Resolution, to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Debentureholders or the Trustee (subject to its prior consent) against the Corporation, or against its property, whether such rights arise under the Indenture or the Debentures or otherwise;

J. Section 11.11(c) of the Indenture provides the Debentureholders the power, by Extraordinary Resolution, to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or any Debenture which shall be agreed to by the Corporation and to authorize the Trustee to concur in and execute any indenture supplemental hereto embodying any modification, change, addition or omission;

K. Section 14.1(d) of the Indenture provides that the Corporation may execute, acknowledge and deliver indentures supplemental to the Indenture for the purpose of giving effect to any Extraordinary Resolution;

L. it is in the best interests of the holders of Debentures to: (i) approve the Maturity Date Extension; (ii) approve the Gold Premium Payment Commencement Extension; (iii) approve the Consent Fee Amendments; and (iv) approve the Corporation entering into a second supplemental indenture with the Trustee to give evidence to the Maturity Date Extension, the Gold Premium Payment Commencement Extension and the Consent Fee Amendments (the “Second Supplemental Indenture”);

General

M. Section 11.15 of the Indenture provides that all actions which may be taken and all powers that may be exercised by the Debentureholders at a meeting held pursuant to Article 11 of the Indenture may also be taken and exercised by the holders of 66⅔% of the principal amount of all the outstanding Debentures by an instrument in writing signed in one or more counterparts, and the expression “Extraordinary Resolution” when used in the Indenture shall include an instrument so signed; and

N. in order for this Extraordinary Resolution to be effective, this Extraordinary Resolution must be duly executed by Debentureholders holding in the aggregate not less than 66⅔% of the principal amount of Debentures outstanding.

NOW THEREFORE BE IT RESOLVED THAT:

Extension of the Maturity Date and Gold Premium Payment Commencement Date and the Consent Fee Amendments

1. The holders of Debentures hereby unconditionally and irrevocably approve the Maturity Date Extension and the amendment to the Debentures and the Indenture to reflect the Maturity Date Extension.

2. The holders of the Debentures hereby unconditionally and irrevocably approve the Gold Premium Payment Commencement Extension and the amendment to the Debentures and the Indenture to reflect the Gold Premium Payment Commencement Extension.

---

1. The holders of the Debentures hereby unconditionally and irrevocably approve the Consent Fee Amendments and the amendment to the Debentures and the Indenture to reflect the Consent Fee Amendments.

2. The holders of Debentures hereby unconditionally and irrevocably approve the Corporation entering into the Second Supplemental Indenture.

3. The holders of Debentures hereby unconditionally and irrevocably authorize the Trustee to concur in and execute the Second Supplemental Indenture.

General

1. Any one officer or director of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver, or cause to be executed and delivered, any and all documents, agreements and instruments and to perform, or cause to be performed, such acts and things, as in such officer’s or director’s opinion may be necessary or desirable to give full effect to this Extraordinary Resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such documents or other instruments or the doing of any such act or thing.

2. This Extraordinary Resolution, once executed by Debentureholders holding not less than 66 2/3% of the principal amount outstanding under all of the Debentures, shall be deemed to be an "Extraordinary Resolution" pursuant to section 11.15 of the Indenture, and accordingly binding upon all of the Debentureholders, whether or not this Extraordinary Resolution has been executed by every Debentureholder.

3. Each of the Company and the Trustee is hereby directed to execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions of this Extraordinary Resolution and to give effect to the amendments contemplated hereby.

4. All prior acts and deeds of any of the officers or directors of the Corporation taken to carry out the intent and accomplish the purposes of the foregoing Extraordinary Resolution are hereby approved, adopted, ratified and confirmed in all respects as the acts and deeds of the Corporation.

5. This Extraordinary Resolution may be executed by DocuSign or similar technology and delivered in any number of separate counterparts and all counterparts, when executed and delivered, will together constitute one and the same instrument and executed copies of the signature pages of this resolution may be delivered by electronic transmission in Portable Document Format (PDF) or any other commonly used and readily readable format, and such copies will be treated as originals, with full legal force and effect, and the Debentureholders waive any rights they may have to object to such treatment.

[Signature Page Follows]

---

IN WITNESS WHEREOF the Debentureholders have caused this Extraordinary Resolution to be executed and delivered effective the _ day of __, 2024.

[if Company]

If Debentureholder is a corporation, please insert name of company and name and title of signing authority

DEBENTUREHOLDER NAME:

Amount of Principal Amount of Debenture held (Insert below):

Name:
Title:
I have authority to bind the Corporation

[if individual]

If Debentureholder is an individual, please insert name of individual below signature.

Amount of Principal Amount of Debenture held (Insert Below):

Name:

---

5

PLEASE RETURN YOUR EXECUTED SIGNATURE PAGE TO THE CORPORATION AT THE FOLLOWING EMAIL ADDRESSES:

holders@denariusmetals.com
tmxestaff-corporatetrust@tmx.com