Denarius Metals — Capital/Financing Update 2025

Jun 25, 2025

FORM 51-102F3
Material Change Report

Item 1
Name and Address of Company
Denarius Metals Corp. (the “Company”)
401 Bay Street, Suite 2400
PO Box 15
Toronto, Ontario
M5H 2Y4

Item 2
Date of Material Change
June 20, 2025

Item 3
News Release
On June 20, 2025, a press release was disseminated through the newswire services of Newsfile Corp. and subsequently filed on SEDAR+.

Item 4
Summary of Material Change
On June 20, 2025, the Company closed its brokered private placement offering led by Stifel Nicolaus Canada Inc. (the “Agent”) of 12,280,309 units in the capital of the Company (each, a “Unit”) at CA$0.55 per Unit for aggregate gross proceeds of CA$6,754,169.95.

Item 5
Full Description of Material Change
On June 20, 2025, the Company completed its brokered private placement for aggregate gross proceeds of CA$6,754,169.95 (the “Offering”) through the issuance of 12,280,309 Units, at a price of CA$0.55 per Unit. Each Unit consisted of one common share in the capital of the Company (a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one Common Share of the Company at a price of CA$0.66 per Common Share at any time on or before June 20, 2030. This brings the Company’s issued and outstanding Common Shares to 121,791,730 Common Shares.

The Units were offered to purchasers by way of the “listed issuer financing” exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions in all the provinces of Canada other than Québec. Upon closing of the Offering, the Units are immediately freely tradeable under applicable Canadian securities legislation. In conjunction with the Offering, the Company paid a cash fee of 7% of the gross proceeds of the Offering and issued 859,621 broker warrants, each to the Agent. Each broker warrant entitles the Agent to purchase one common share of the Company at a price of CA$0.66 per common share at any time on or before June 20, 2030.

The Company intends to use the net proceeds of the Offering to fund its projects in Spain, including the advancement of scoping and other studies, and site administration costs at its Lomero and Toral Projects, capital contributions related to certain restart activities and site administration costs at the Aguablanca Project, to fund certain exploration and development expenditures at its Zancudo Project in Colombia and for general corporate purposes and working capital of the Company.

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Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not Applicable

Item 7 Omitted Information

Not Applicable

Item 8 Executive Officer

Michael Davies, the Chief Financial Officer of the Company, is knowledgeable about the material change and this report. His business telephone number is 416-360-4653.

Item 9 Date of Report

June 25, 2025