Denarius Metals — Capital/Financing Update 2025

Jun 19, 2025

THIRD SUPPLEMENTAL INDENTURE

THIS THIRD SUPPLEMENTAL INDENTURE is made as of June 18, 2025 (the "Third Supplemental Indenture").

BETWEEN:

DENARIUS METALS CORP., a company existing under the laws of the Province of British Columbia (hereinafter called the "Corporation")

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TSX TRUST COMPANY, a trust company existing under the laws of Canada (hereinafter called the "Indenture Trustee").

WHEREAS the Corporation and the Indenture Trustee entered into a trust indenture dated as of October 19, 2023 (the "Indenture"), as amended and supplemented on October 31, 2023 (the "First Supplemental Indenture") and further amended and supplemented on December 31, 2024 (the "Second Supplemental Indenture", collectively with the Indenture, First Supplemental Indenture and Second Supplemental Indenture, the "Trust Indenture"), as may be supplemented or amended from time to time, pursuant to which the Corporation may issue senior unsecured convertible debentures in the aggregate principal amount of up to $25,000,000. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Trust Indenture;

AND WHEREAS pursuant to the Trust Indenture, 12% gold-linked senior unsecured convertible debentures due October 19, 2029 (the "Maturity Date") in the aggregate principal amount of $19,521,000 are outstanding as of the date of this Third Supplemental Indenture (the "Debentures");

AND WHEREAS in accordance with Sections 11.11(b), 11.11(c) and 11.15 of the Trust Indenture, an Extraordinary Resolution (as defined in the Trust Indenture) was passed effective as of June 13, 2025 (the "Resolution") by holders of Debentures representing in excess of 66 2/3% of the total principal amount of the Debentures outstanding, pursuant to which such Debentureholders executing the Resolution approved, among other things: (i) approve the settlement of 12% per annum interest payment, payable in cash in equal monthly installments on the last day of each month (the "Interest Payment") that commences on June 30, 2025 and those continuing through to, and including, May 31, 2026, with common shares of the Corporation instead of cash (the "Cash Interest Payment Amendment"); (ii) approve the settlement of the Gold Premium Payments on each of January 31, 2026 and April 30, 2026, with common shares of the Corporation instead of cash (the "Cash Gold Premium Payment Amendment"); (iii) implement a cap of US$4,000 per ounce on the maximum London P.M. Fix computation of the Gold Premium (the "Gold Premium Cap Computation Amendment"); (iv) the granting by the Corporation to each Debentureholder who consents to the Cash Interest Payment Amendment, the Cash Gold Premium Payment Amendment and the Gold Premium Cap Computation Amendment a one-time consent fee equal to two percent (2%) of the aggregate principal Debentures held by the consenting Debentureholder as at close of business on June 13, 2025, payable in Debentures (the "2025 Consent Fee"); and (v) the Indenture Trustee and the Corporation entering into this Third Supplemental Indenture to give evidence to the Cash Interest Payment Amendment, the Cash Gold Premium Payment Amendment, the Gold Premium Cap Computation Amendment and the granting of the 2025 Consent Fee;

AND WHEREAS in connection with the Resolution and the Consent Fee, the Corporation proposes to issue up to an additional 390,420 Debentures;

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AND WHEREAS it is desirable and in the interests of the Corporation and the Debentureholders to clarify the rights of Debentureholders in connection with the Resolution as described below;

AND WHEREAS this Third Supplemental Indenture has been executed and delivered by the Indenture Trustee and the Corporation by way of a supplemental indenture to modify and supplement the provisions of the Trust Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Indenture Trustee;

NOW THEREFORE, in consideration of the premises and the covenants of the parties it is hereby agreed and declared as follows:

ARTICLE I

INTERPRETATION

1.1 Definitions.

In this Third Supplemental Indenture, all terms contained herein which are defined in the Trust Indenture, as supplemented hereby, shall, for all purposes hereof, have the meanings given to such terms in the Trust Indenture, as supplemented hereby, unless the context otherwise specifies or requires.

1.2 Interpretation.

In this Third Supplemental Indenture, “this Third Supplemental Indenture”, “hereof”, “hereby” and similar expressions refer to this Third Supplemental Indenture and not to any particular Article, Section or other portion hereof, and include any and every instrument supplemental or ancillary hereto or in implementation hereof.

1.3 Gender and Number.

Unless herein otherwise expressly provided or unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

1.4 Interpretation not Affected by Headings, etc.

The division of this Third Supplemental Indenture into Articles, Sections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Third Supplemental Indenture.

1.5 Time of the Essence.

Time shall be of the essence in all respects in this Third Supplemental Indenture.

1.6 Severability.

In the event that any provision hereof shall be determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision hereof, all of which shall remain in full force and effect.

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1.7 Conflicts.

In the event of any conflict between the provisions of this Third Supplemental Indenture and the Trust Indenture or Debentures, the provisions of this Third Supplemental Indenture will govern.

1.8 Applicable Law.

This Third Supplemental Indenture shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as an Ontario contract.

1.9 Requirement of Writing.

This Third Supplemental Indenture may not be amended, modified or waived except by written instrument signed by the Corporation and the Indenture Trustee to this Third Supplemental Indenture.

1.10 Successors and Assigns.

This Third Supplemental Indenture shall ensure to the benefit of and be binding upon the Corporation and the Indenture Trustee hereto and their respective successors and assigns.

1.11 Counterparts and Electronic Copies.

This Third Supplemental Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and, notwithstanding their date of execution, they shall be deemed to be dated as of the date thereof.

Each of the parties hereto shall be entitled to rely on delivery of a PDF or other electronic copy of this Third Supplemental Indenture and acceptance by each such party of any such PDF or other electronic copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms thereof.

ARTICLE II

SUPPLEMENTAL INDENTURE

2.1 Supplemental Indenture.

This Third Supplemental Indenture is supplemental to the Trust Indenture and the Trust Indenture shall henceforth be read in conjunction with this Third Supplemental Indenture and the Trust Indenture and this Third Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Trust Indenture and this Third Supplemental Indenture were contained in the one instrument.

2.2 Amendments.

The Trust Indenture is further amended as follows:

(a) The following defined terms are hereby added to Section 1.1 in the corresponding alphabetical order:

“2025 Consent Debentures” means the Debentures issued on June 18, 2025;

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“Monthly Measurement Date” means the date that is 15 days prior to the applicable Interest Payment Date or Gold Premium Payment Date, as applicable, and, if such date is not a Business Day, means the Business Day immediately preceding such 15th day;”

(b) The definition of “Gold Premium” in Section 1.1(ii) is deleted in its entirety and replaced with the following:

“means a percentage equal to 25% of (i) the amount, if any, by which the London P.M. Fix, subject to a maximum of US$4,000 per ounce, on the Quarterly Measurement Date exceeds US$1,800 per ounce, (ii) divided by US$1,800”

(c) Section 2.2(a) of the Trust Indenture shall be deleted in its entirety and replaced with the following:

“The Debentures shall be dated as of the Issuance Date, shall mature on October 19, 2029, and shall bear interest (subject to the provisions of Section 2.9 and 2.15) at a rate of 12.0% per annum in cash or the delivery of Common Shares, as applicable, commencing from the Issuance Date and payable in equal monthly installments (except for the first Interest Payment Date (as defined herein)) on the last day of each month, and on the Maturity Date (each an “Interest Payment Date”). For greater certainty, except for the Consent Debentures and the 2025 Consent Debentures, the first Interest Payment Date shall be November 30, 2023 and will include interest accrued from the date hereof to but excluding November 30, 2023 which will be equal to $0.01427 for each $1.00 principal amount of Debentures, provided that interest in respect of any interest period that is less than a full calendar month shall be calculated based on a 365- or 366-day year, as applicable, and the number of days actually elapsed during such period. For the Consent Debentures, the first Interest Payment Date shall be January 31, 2025 and will include interest accrued from the date of issue to but excluding January 31, 2025 which will be equal to $0.01 for each $1.00 principal amount of Debentures, provided that interest in respect of any interest period that is less than a full calendar month shall be calculated based on a 365- or 366-day year, as applicable, and the number of days actually elapsed during such period. For the 2025 Consent Debentures, the first Interest Payment Date shall be June 30, 2025 and will include interest accrued from the date of issue to but excluding June 30, 2025 which will be equal to $0.00395 for each $1.00 principal amount of Debentures, provided that interest in respect of any interest period that is less than a full calendar month shall be calculated based on a 365- or 366-day year, as applicable, and the number of days actually elapsed during such period. Interest on the Debentures will be payable in accordance with Section 2.15.”

(d) Section 2.2(b) of the Trust Indenture shall be deleted in its entirety and replaced with the following:

“The Debentures shall be dated as of the Issuance Date and may be issued on the date hereof and as it relates to the Consent Debentures and 2025 Consent Debentures, on December 31st, 2024 and June 18, 2025, respectively. Irrespective of their Issuance Date, all Debentures issued hereunder shall accrue interest commencing from the date hereof other than the Consent Debentures and the 2025 Consent Debentures, which shall accrue interest commencing on December 31, 2024 and June 18, 2025, respectively. Upon the expiry of the hold period associated with the Consent Debentures, CUSIP 248233AA6 and CUSIP 248233AF5 shall be combined through the facilities of CDS and any registered holder of Consent Debentures held under CUSIP 248233AF5 may at such time the hold

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period expires, subject to any other restrictions on their Debentures, deposit their Debentures directly into CDS under CUSIP 248233AA6. Upon the expiry of the hold period associated with the 2025 Consent Debentures, CUSIP 248233AA6 and CUSIP 248233AH1 shall be combined through the facilities of CDS and any registered holder of 2025 Consent Debentures held under CUSIP 248233AH1 may at such time the hold period expires, subject to any other restrictions on their Debentures, deposit their Debentures directly into CDS under CUSIP 248233AA6.”

(e) The first sentence of the Section 2.3(a) of the Trust Indenture shall be deleted in its entirety and replaced with the following:

“Commencing January 31, 2026, the Corporation, either directly or through the Indenture Trustee or any agent of the Indenture Trustee, shall pay each holder of Debentures an amount, equal to the Gold Premium, if any, multiplied by the principal amount of $1.00 per Debenture (the “Gold Premium Payment”) on the Gold Premium Payment Date. The Gold Premium Payment due on each of January 31, 2026 and April 30, 2026 shall be payable by the Corporation via the issuance of Common Shares in accordance with Section 2.15(e) hereunder, and thereafter, shall be payable by cash.”

(f) Subsection 2.4(a)(ii) of the Trust Indenture is hereby deleted and replaced in its entirety as follows:

“shall be identified by a specific CUSIP/ISIN as requested by the Corporation from CDS to identify the Debentures and the Debentures shall be identified by CUSIP number 248233AA6, CUSIP 248233AF5 or CUSIP 248233AH1, as applicable.”

(g) Section 2.9(a) of the Trust Indenture shall be deleted in its entirety and replaced with the following:

“(a) All Debentures issued hereunder, whether originally or upon exchange or in substitution for previously issued Debentures, shall bear interest (i) from either the date hereof, the date of issuance of the Consent Debentures or the date of the 2025 Consent Debentures, as applicable, or (ii) from and including the last Interest Payment Date to which interest shall have been paid or made available for payment on the outstanding Debentures, whichever shall be later, in all cases, to and excluding the next Interest Payment Date.

(h) Section 2.15(e) of the Trust Indenture shall be deleted in its entirety and replaced with the following:

Notwithstanding the terms of Sections 2.15(a) and 2.15(c), subject to applicable regulatory approval (including the approval of such stock exchange(s) on which the Common Shares are listed, if applicable), the Corporation shall satisfy: (i) the payment of interest that commences on June 30, 2025 and those continuing through to, and including, May 31, 2026 and (ii) the Gold Premium Payments on each of January 31, 2026 and April 30, 2026 by issuing Common Shares (the “Share Settlement”) on the Interest Payment Date or Gold Premium Payment Date, as applicable. The Common Shares to be issued in satisfaction of the Share Settlement shall be issued at a price equal to the closing price of the Common Shares on Cboe Canada at the Monthly Measurement Date (“Share Settlement Market Price”). The number of Common Shares to be issued for each Share Settlement will be equal to the cash amount that would otherwise be payable, divided by the Share Settlement

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Market Price. To the extent the Share Settlement Market Price is lower than the price required by the policies of Cboe Canada, the Common Shares to be issued in satisfaction of the Share Settlement shall be issued at the lowest price permitted by Cboe Canada. The Corporation shall confirm to the Indenture Trustee three Business Days before the Interest Payment Date or Gold Premium Payment Date, as applicable, by Officer’s Certificate to confirm the Share Settlement Market Price and the number of Common Shares to be issued in connection with the Share Settlement on the Interest Payment Date or Gold Premium Payment Date, as applicable. The Officer’s Certificate will set out in reasonable detail the calculations involved in determining the number of Common Shares to be issued. No fractional Common Shares will be issued in relation to the Share Settlement. Any Common Shares shall be rounded down to the nearest whole number. The Corporation will issue a final treasury direction to its transfer agent for Common Shares no later than one Business Day before the Interest Payment Date or Gold Premium Payment Date, as applicable to issue the required Common Shares to the Debentureholders on the Interest Payment Date or Gold Premium Payment Date, as applicable. For greater certainty, any other payment of accrued or unpaid interest or the Gold Premium Payment, shall be paid in cash unless otherwise approved by CBOE Canada in accordance with its policies.

(i) Exhibit “A” to this Third Supplemental Indenture shall be added to the Trust Indenture as Schedule “B-2”, immediately following Schedule “B-1”.

(j) Sections 1.1(x)(i), 1.9 and 2.2(g) of the Trust Indenture shall be amended by replacing all references to “Schedule “B” with references to “Schedule “B”, Schedule “B-1” and “Schedule B-2”, as applicable”.

ARTICLE III

MISCELLANEOUS PROVISIONS

3.1 Confirmation of Trust Indenture

On the date hereof, the Trust Indenture shall be supplemented in accordance with this Third Supplemental Indenture, and this Third Supplemental Indenture shall form part of the Trust Indenture for all purposes, and the holder of every Debenture heretofore or hereafter authenticated and delivered under the Trust Indenture shall be bound thereby. The Trust Indenture, as supplemented by this Third Supplemental Indenture, shall remain in full force and effect as supplemented by this Third Supplemental Indenture and is in all respects ratified and confirmed. Except as specifically amended by this Third Supplemental Indenture, all other terms and conditions of the Trust Indenture shall remain in full force and unchanged.

3.2 Acceptance.

The Indenture Trustee hereby accepts this Third Supplemental Indenture declared and provided and agrees to perform the same upon the terms and conditions set forth herein and in the Trust Indenture, as supplemented and amended hereby.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF the parties hereto have executed this Third Supplemental Indenture as of the day and year first above written.

DENARIUS METALS CORP.

Per: (signed) “Michael Davies”
Name: Michael Davies
Title: Chief Financial Officer

TSX TRUST COMPANY

Per: (signed) “Authorized Signatory”
Authorized Signatory

Per: (signed) “Authorized Signatory”
Authorized Signatory

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EXHIBIT A

SCHEDULE “B-2”

FORM OF 2025 CONSENT DEBENTURE

(INSERT IF BEING ISSUED TO CDS) THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS DEBENTURE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR DEBENTURES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF THE 19th DAY OF OCTOBER, 2023, AS AMENDED AND SUPPLEMENTED BY THE FIRST SUPPLEMENTAL TRUST INDENTURE DATED AS OF THE 31ST DAY OF OCTOBER, 2023, AS AMENDED AND SUPPLEMENTED BY THE SECOND SUPPLEMENTAL TRUST INDENTURE DATED AS OF THE 31ST DAY OF DECEMBER, 2024, AS AMENDED AND SUPPLEMENTED BY THE THIRD SUPPLEMENTAL TRUST INDENTURE DATED AS OF THE 18TH DAY OF JUNE, 2025, BETWEEN DENARIUS METALS CORP. AND TSX TRUST COMPANY (THE “INDENTURE”). EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS DEBENTURE SHALL BE A GLOBAL DEBENTURE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO DENARIUS METALS CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 19, 2025.

(U.S. LEGEND – TO BE INCLUDED ON ALL INITIAL DEBENTURES ISSUED TO U.S. PURCHASERS EXCEPT QUALIFIED INSTITUTIONAL BUYERS WHO HAVE EXECUTED AND DELIVERED A QUALIFIED INSTITUTIONAL BUYER LETTER.)

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF DENARIUS METALS CORP. (THE “CORPORATION”), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S

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UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF (C)(i) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND THE TRUSTEE TO SUCH EFFECT.

CUSIP 248233AH1
ISIN CA248233AH15
No. [●]
$[●]

DENARIUS METALS CORP.

(a corporation incorporated under the laws of British Columbia)

12.00% CONVERTIBLE UNSECURED DEBENTURE

Due October 19, 2029

DENARIUS METALS CORP. (the "Corporation") for value received hereby acknowledges itself indebted and, subject to the provisions of the Trust Indenture (the "Indenture") dated as of October 19, 2023, as amended and supplemented by the first supplemental trust indenture dated as of October 31, 2023, as amended and supplemented by the second supplemental trust indenture dated as of December 31, 2024, as amended and supplemented by the third supplemental trust indenture dated as of June 18, 2025, between the Corporation and TSX Trust Company (the "Indenture Trustee"), promises to pay to [●], the registered holder thereof, on October 19, 2029 (the "Maturity Date") or on such earlier date as the principal amount thereof may become due in accordance with the provisions of the Indenture the principal sum of $[●] in lawful money of Canada on presentation and surrender of this Debenture at the main branch of the Indenture Trustee in Toronto, Ontario in accordance with the terms of the Indenture and to pay interest on the principal amount thereof from June 18, 2025 at the rate of 12.00% per annum, in like money or common shares of the Corporation, as applicable, in arrears in equal monthly installments (less any tax required by law to be deducted) on the last day of each month and on the Maturity Date (the "Interest Payment Date") and, should the Corporation at any time make default in the payment of any principal or interest, to pay interest on the amount in default at the same rate, in like money.

Interest hereon shall be payable by electronic funds transfer or by cheque mailed to the registered holder thereof and, subject to the provisions of the Indenture, the electronic funds transfer or mailing of such cheque shall, to the extent of the sum represented thereby (plus the amount of any tax withheld), satisfy and discharge all liability for interest on this Debenture.

A Gold Premium Payment (as defined in the Indenture) shall be payable to the holder in accordance with the terms and provisions of the Indenture.

This Debenture is one of the 12.00% convertible unsecured debentures due on the Maturity Date of the Corporation issued or issuable under the provisions of the Indenture (referred to herein as the "Debentures"). The Debentures are limited to an aggregate principal amount of $25,000,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and

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conditions upon which the Debentures are or are to be issued and held and the rights and remedies of the holders of the Debentures and of the Corporation and of the Indenture Trustee, all to the same effect as if the provisions of the Indenture were herein set forth, to all of which provisions the holder of this Debenture by acceptance hereof assents.

The Debentures will be issued in denominations of $1.00 and integral multiples in excess thereof. This Debenture is convertible, at the option of the holder thereof, upon surrender of this Debenture at the principal office of the Indenture Trustee in Toronto, Ontario, at any time prior to 5:00 pm (Toronto time) on the Business Day immediately preceding the Maturity Date, into common shares in the capital of the Corporation (“Common Shares”) (without adjustment for dividends or distributions on Common Shares issuable upon conversion or for interest accrued on Debentures surrendered for conversion) at a conversion price of $0.45 per Common Share (the “Conversion Price”), all subject to the terms and conditions and in the manner set forth in the Indenture. The holder of a Debenture so surrendered for conversion shall be entitled to receive in cash accrued and unpaid interest in respect thereof for the period from and including the last Interest Payment Date up to but excluding the Date of Conversion. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion or payment in lieu thereof. Debentureholders converting their Debentures will receive accrued and unpaid interest thereon.

Upon the occurrence of a Change of Control of the Corporation, the Debentureholders shall have the right, in their sole discretion, to require the Corporation to either: (i) purchase the Debentures, in whole or in part, at a price equal to 101% of the principal amount of such Debentures plus accrued and unpaid interest (if any) up to, but excluding, the date the Debentures are so repurchased; or (ii) if the Change of Control results in a new issuer, convert the Debenture into a replacement debenture of the new issuer in the aggregate principal amount of 101% of the aggregate principal amount of the Debenture; or (iii) convert the Debentures at the Conversion Price.

The indebtedness evidenced by this Debenture, and by all other Debentures now or hereafter certified and delivered under the Indenture, is an unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment of all Senior Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed.

The principal hereof may become or be declared due and payable before the stated Maturity Date in the events, in the manner, with the effect and at the times provided in the Indenture.

The Indenture contains provisions making binding upon all Debentureholders outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this Debenture or the Indenture.

The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares or the directors or officers of the Corporation in respect of any obligation or claim arising out of the Indenture or this Debenture.

This Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in the register to be kept at the principal offices of the Indenture Trustee in Toronto, Ontario and in such other place or places or by such other registrars (if any) as the Corporation with the approval of the Indenture Trustee may designate. No transfer of this Debenture shall be valid unless made to the register by the registered holder thereof or his, her or its executors or administrators or other legal representatives, or his, hers or its attorney duly appointed by an instrument in form and substance satisfactory to the Indenture

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Trustee or other registrar, and upon compliance with such reasonable requirements as the Indenture Trustee or other registrar may prescribe and upon surrender of this Debenture for cancellation.

This Debenture shall not become obligatory for any purpose until it shall have been certified by the Indenture Trustee under the Indenture.

This Debenture is governed by the Indenture. If any provisions of this Debenture are inconsistent with the provisions of the Indenture, the provisions of the Indenture shall take precedence and shall govern. Capitalized words or expressions used in this Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. This Debenture may be executed by electronic means and acceptable by the holder of such electronic Debenture (including, without limitation by facsimile) shall be deemed to be an original and legally effective between the holder, the Corporation and the Indenture Trustee pursuant to the terms of the Indenture.

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IN WITNESS WHEREOF the Corporation has caused this Debenture to be signed by its authorized representative as of the ___ day of ____, 20__.

DENARIUS METALS CORP.

By:
Name: Amanda Fullerton
Title: General Counsel and Secretary

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TRUSTEE'S CERTIFICATE

This Debenture is one of the 12.00% Convertible Unsecured Debentures due October 19, 2029 referred to in the Indenture within mentioned.

TSX TRUST COMPANY

Per:
Name:
Title:

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FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___, whose address and social insurance number, if applicable, are set forth below, this Debenture (or $__ principal amount hereof*) of DENARIUS METALS CORP. standing in the name(s) of the undersigned in the register maintained by TSX Trust Company with respect to such Debenture and does hereby irrevocably authorize and direct the Indenture Trustee to transfer such Debenture in such register, with full power of substitution in the premises.

Dated: _______

Address of Transferee:

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(Street Address, City, Province and Postal Code)

Social Insurance Number of Transferee, if applicable:

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*If less than the full principal amount of the within Debenture is to be transferred, indicate in the space provided the principal amount (which must be $1.00 or an integral multiple thereof) to be transferred.

The signature(s) to this assignment must correspond with the name(s) as written upon the face of this Debenture in every particular without alteration or any change whatsoever. The signature(s) must be guaranteed by a member of an acceptable Medallion Guarantee Program. Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: "SIGNATURE GUARANTEED".

The registered holder of this Debenture is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect of the transfer of this Debenture.

Signature of Guarantor:

Authorized Officer

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Signature of transferring registered holder

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Name of Institution

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CONVERSION NOTICE

TO: DENARIUS METALS CORP.
TSX TRUST COMPANY

Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture (as defined below), unless otherwise indicated.

The undersigned registered holder of this Debenture irrevocably elects to convert such Debentures (or $__ principal amount thereof*) in accordance with the terms of the Indenture referred to in such Debentures and tenders herewith the Debentures, and, if applicable, directs that the common shares of Denarius Metals Corp. (“Common Shares”) issuable upon a conversion be issued and delivered to the person indicated below. (If the Common Shares are to be issued in the name of a person other than the holder, all requisite transfer taxes must be tendered by the undersigned).

Dated: _____
(Signature of Registered Holder)

• If less than the full principal amount of the Debentures, indicate in the space provided the principal amount (which must be $1.00 or integral multiples thereof).

NOTE: If Common Shares are to be issued in the name of a person other than the holder, the signature must be guaranteed by a member of an acceptable Medallion Guarantee Program. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.

(Print name in which Common Shares are to be issued, delivered and registered)

Name: _____

(Address)

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(City, Province and Postal Code)

Name of guarantor: _____

Authorized signature: _____

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