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Denarius Metals — Governance Information 2025
Mar 13, 2025
44279_rns_2025-03-13_f69408e8-f266-4875-bfc0-1844373a2389.pdf
Governance Information
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ALEXA
TRANSLATIONS
CERTIFICATE OF TRANSLATION
I, Lorena Pozo, certified translator duly appointed by OTTIAQ (license number 7538), do hereby certify that I am fluent in both the Spanish and the English languages and that I have revised and finalised the translation from Spanish into English of the documents:
- CONTRATO DE COMPRAVENTA DE ACCIONES DE LA MERCANTIL “RIO NARCEA RECURSOS, S.A.” SUSCRITO POR LAS MERCANTIL “ALTO MINERALS, S.L.”, COMO PARTE VENDEDORA, Y LAS MERCANTILES “GEOLOGICA MONESTERIENSE, S.L.”, “CLAUDENIA PARTICIPACIONES EMPRESARIALES, S.L.”, Y MINERIA CUNI, S.L.”, COMO PARTE COMPRADORA.
- PACTO DE SOCIOS.
I hereby further certify that the English version of the document is, to the best of my ability, a true and accurate translation of the original Spanish version.
Signed at Notre-Dame-des-Prairies (QC) on this 10th day of January 2025.
(signed) "Lorena Pozo"
Lorena Pozo
For ALEXA Translations
2001 Sheppard Avenue E, Suite 801
Toronto, ON M2J 4Z8
Tel: 1.877.452.5224
2001 Sheppard Avenue East, Suite 801, Toronto, ON, M2J 4Z8
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TO MTL NYC
SHAREHOLDER'S AGREEMENT
Madrid, December 27, 2024
BY AND BETWEEN
ON THE ONE PART,
Mr. José Enrique Miguel-Sin Bolea, of legal age, with National Identification Card (D.N.I.) number [redacted], acting on behalf and in representation, and in his capacity as Joint Managing Director of the company "ALTO MINERALS, S.L.U.," a Spanish company with registered office at Avda. Eduardo Dato N° 69, Edificio Galia Nervión, planta 6ª, Oficina 3B, Seville, 41005, Spain, with Tax Identification Number (N.I.F.) [redacted] (hereinafter referred to as "ALTO"), which is a subsidiary of "DENARIUS METALS CORP," a corporation incorporated and organized under the laws of the Province of British Columbia, registered in Vancouver, with registered office at 401 Bay Street, Suite 2400, PO Box 15, Toronto, ON M5H 2Y4, Canada, with BC corporate identity number 13397 and whose shares are traded on Canada's NEO EXCHANGE (hereinafter referred to as "DENARIUS").
AND ON THE OTHER PART,
MR. ALEJANDRO FRANCISCO AYALA FERNÁNDEZ PRIDA, of legal age, of Spanish nationality, with D.N.I. number [redacted], acting on behalf and in representation, in his capacity as Sole Administrator of the company GEOLOGICA MONESTERIENSE, S.L., (hereinafter referred to as "GEOLOGICA MONESTERIENSE") a corporation with registered office at 18005 Granada, calle de la Acera del Darro número 74, 1º, Spain, with N.I.F. [redacted] incorporated for an indefinite period by means of a deed executed by the Notary Public of Madrid, Mr. Francisco Calderón Álvarez, under notarial record number 743 on February 25, 2021, and recorded in the Commercial Register of Granada in volume 1755, folio 91, page GR-55949, Entry 1.
MR. IÑIGO RESUSTA COVARRUBIAS, of legal age, of Spanish nationality, with an address in Madrid, at [redacted], and D.N.I. number [redacted], acting on behalf and in representation of the company CLAUDENIA PARTICIPACIONES EMPRESARIALES, S.L.U., (hereinafter referred to as "CLAUDENIA"), a corporation with its registered office in Madrid, calle de Jerez, número 4, portal 5, 4º B, Spain, with N.I.F. [redacted], incorporated for an indefinite period by means of a deed executed by the Notary Public of Madrid, Mr. José Blanco Losada, under notarial record number 3,492 on August 2, 2021, and recorded in the Commercial Register of Madrid in volume 30524, folio 17, page M-549363, Entry 1.
MR. MIGUEL ÁNGEL AGUADO GAVILAN of legal age, of Spanish nationality, with an address at [redacted], and with D.N.I. number [redacted], acting on behalf and in representation of the company MINERIA CUNI, S.L.U. (hereinafter referred to as "MINERIA CUNI"), a corporation with its registered office in Madrid, calle de Sopelana, número 9, chalet 10, Aravaca, Spain, with N.I.F. [redacted], incorporated for an indefinite period by means of a deed executed by the Notary Public of Madrid, Mr. Francisco Calderón Álvarez, under notarial record number 2,032 on May 19, 2021, and recorded in the Commercial Register of Madrid in volume 41983, folio 170, page M-743415, Entry 1. And who will be, hereinafter referred to individually as Party or Partner, or jointly, as Parties or Partners.
All Parties acknowledge that they possess sufficient legal capacity to enter into this Agreement and
DECLARE
I. That the Parties are partners of the Company RÍO NARCEA RECURSOS S.A. (hereinafter referred to as "RNR" or "The Company"), with Tax Identification Code (C.I.F.) [redacted], collectively owning 100% of the share capital. The distribution of the share capital among each of the partners is as follows:
| RNR | Capital Social | 349.120 |
|---|---|---|
| Capital | Acciones | % |
| CLAUDENIA PARTICIPACIONES EMPRESARIALES, S.L. | 124.112 | 35,55% |
| GEOLOGICA MONESTERIENSE, S.L. | 124.112 | 35,55% |
| MINERIA CUNI S.L. | 27.581 | 7,90% |
| ALTO MINERALS SLU | 73.315 | 21,00% |
| 349.120 | 100,00% |
II. That the Parties, on November 29, 2023, entered into a Shareholders' Agreement, which was amended by an Addendum on December 22, 2023, which was notarized in a public deed on November 29, 2023, executed by the Notary Public of Madrid,
Mr. Francisco Calderón Álvarez, under notarial record 5,958 (hereinafter referred to as the "Original Agreement").
The Parties hereby agree that said Original Agreement is null and void as of today's date, and the Parties declare that they have no claims against each other pursuant to said agreement.
III. RNR holds the rights to exploit the mineral resources of the State Reserve "Aguablanca," located within the municipal boundaries of Monesterio (Badajoz).
IV. That ALTO holds the rights to the mining exploration projects called (i) "Lomero-Poyatos," located within the municipal boundaries of El Cerro de Andévalo and Cortegana (Huelva), (ii) "Palomarejo," located within the municipal boundary of Cortegana (Huelva), and (iii) "Toral," located within the municipal boundaries of Carucedo, Borrenes, Carracedelo, Toral de los Vados and Sobrado in the province of León.
V. That this Shareholders' Agreement (hereinafter referred to as the "Agreement") is a private contract whose purpose, firstly, as indicated above, is to terminate the Original Agreement, rendering it fully null and void, and, subsequently, to establish new binding agreements and conditions for the Shareholders in relation to the company, RNR.
VI. That the Parties declare that this Agreement is and shall remain the sole valid Shareholders' Agreement they have entered into, and that it replaces any other agreements, covenants, contracts, negotiations or understandings, whether oral or written, expressly including the Original Agreement, that aim to govern their relationship as Partners.
VII. That in view of the foregoing, the Parties have agreed to enter into this Agreement, which shall be governed by the following:
CLAUSES
ONE. TERMINATION OF THE SHAREHOLDERS' AGREEMENT DATED DECEMBER 29, 2023
The Parties hereby agree to terminate and render the Original Agreement null and void. By virtue of this Agreement, the previous agreement shall be null and void as of the date of this new Shareholders' Agreement, with the Parties expressly stating that they have no claims against each other pursuant to said agreement.
TWO. PURPOSE OF THE SHAREHOLDERS' AGREEMENT
The purpose of this Agreement is to establish certain binding agreements and conditions among the RNR partners, particularly regarding the internal operations of RNR, its financing, potential obligations and rights of and for the Partners, and the Business Project.
THREE. FINANCING OF THE COMPANY
The Partners acknowledge that the development of the Business Project requires investment and financing.
Additionally, according to the information provided by the representatives of the Partner ALTO and its parent company DENARIUS, the investment and financing needs for the resumption and start-up of the Aguablanca Mine and its plant owned by RNR are estimated at TWELVE MILLION EUROS (€12,000,000.00), according to the Restoration Plan and Financial Plan, which the Parties commit to signing within two months from the signing of this document. The Financial Plan must be approved by a majority vote of the Shareholders (62% of the share capital in favour); however, the approval of ALTO shall always be required.
This financing obligation shall have a maximum limit of FIFTEEN MILLION EUROS (€15,000,000). Any additional financing required for the resumption and start-up of the Aguablanca Mine and its plant must be provided by third parties, and if not possible, by the Partners in proportion to their shareholding.
The Partner ALTO hereby undertakes to secure the necessary financing for RNR, either from third parties (off-takers) or directly, to undertake these investments, and to cover RNR's operational expenses and working capital, according to the schedule established in the Financial Plan for the project's development and until the reactivation of the Aguablanca Mine and its plant. In the event that such financing is provided directly by ALTO or DENARIUS, the Parties agree that this financing will be repaid by RNR to ALTO/DENARIUS from a percentage of the estimated revenues from RNR production, ensuring that the financing is repaid within a maximum period of five (5) years after the operation of the Aguablanca Mine and its plant begins. In this case, the Parties agree that this financing will accrue interest in favour of ALTO or DENARIUS at a rate equivalent to the quarterly Euribor + 2.5%, starting from the date on which the contributions begin to be made.
In the event that financing is provided by a third party (e.g., an off-taker), the terms of the financing shall be as agreed between RNR and said third party.
The aforementioned financing must commence upon the signing of this Agreement, with ALTO assuming the obligation to finance the Company's monthly operating expenses from this point forward. Notwithstanding the foregoing, the financing necessary to undertake the capital investments for the development of the project, and until the reactivation of the Aguablanca Mine and its plant, must begin to be
provided within TWELVE (12) months from the date that all necessary permits for the reactivation and start-up of the Aguablanca Mine and its plant are obtained, including but not limited to a Public Water Use Permit from the Guadalquivir River Basin Authority.
In the event that ALTO or DENARIUS fails to fulfill their obligation and does not begin the agreed financing at the aforementioned time, ALTO shall pay GEOLOGICA MONESTERIENSE, CLAUDENIA, and MINERIA CUNI, a one-time penalty of TWO MILLION EUROS (€2,000,000.00), proportionally distributed. From that point forward, ALTO shall be obligated, by virtue of this Agreement, to grant the other Partners a proportional purchase option for the entirety of ALTO's shares at a company valuation of €50,000,000.00. These shareholders will have a period of sixty (60) days from the date ALTO acknowledges the non-compliance or from the date such non-compliance is recognized by a final court ruling to exercise said option. The parties shall be obligated to execute any public or private documents necessary to ensure the full effectiveness of the aforementioned purchase option and its exercise.
FOUR. COMMITMENT TO CAPITALIZE THE SHAREHOLDERS' CREDITOR POSITIONS
The Parties declare that, as of November 30, 2024, the Partners of RNR hold different credit positions against the Company, the exact determination of which will be finalized within thirty days from the signing of this Agreement, and the schedule of such balances is attached hereto as an Annex.
The Partners, under this Agreement, commit and undertake, with respect to the creditor positions they hold against the Company RNR, to adopt the necessary and appropriate resolutions within the Company for the effective capitalization of these credits within three (3) months from the signing of this Shareholders' Agreement. This capitalization will be carried out by adopting the appropriate resolutions for a capital increase by offsetting credits, based on a company valuation of €50,000,000.00 and taking into account the amounts contributed before the entry into ALTO's capital on November 29, 2023, as well as those contributed after that date.
Thus, and in accordance with the agreements contained in this stipulation, by the end of the aforementioned three (3) month period, all credits will have been capitalized.
FIVE. ORGANIZATION AND OPERATIONS OF THE COMPANY
5.1. Administration and Management
5.1.1. As long as ALTO maintains at least a 20% stake in RNR, the Parties agree that the Partner ALTO, through its duly authorized representatives, shall act as the operator of RNR's ordinary activities. The Parties commit to signing an administration protocol within thirty (30) days from the signing of this Agreement, detailing the scope of powers and responsibilities that ALTO shall assume for this purpose in the most efficient and beneficial manner for the operational interests of the company. It is understood that operational decisions will be undertaken by ALTO, while non-operational decisions must always include all the Partners.
Additionally, in the event that ALTO secures a third party or off-taker (a buyer for the Aguablanca Mine's products) to finance the capital investments required to develop the project, and until the reactivation of the Aguablanca Mine, the corresponding contract, as well as the processing contracts of the Lomero-Poyatos, Palomarejo and Toral mines, and the approval of the necessary investment plan for processing, must receive majority approval from all Partners (with a favourable vote of 62% of the share capital); however, the approval of ALTO shall always be required.
5.1.2. The Parties agree that the governance system of the company shall be a Board of Directors, consisting of six (6) directors.
In the event that the company's governing body differs from the one described above prior to the signing of this Agreement, the Parties agree to take the necessary steps to adapt it to the management system outlined in this clause.
Furthermore, each Partner agrees to vote to elect the directors appointed by each Party in the manner described in this Agreement. Exemption from the obligation contained in this clause shall only be granted in the event that the Board member in question has been declared, by a final judgment, criminally liable for any type of offence or, as the case may be, civilly liable in the performance of their duties as an Administrator.
ALTO shall have the right to appoint two (2) of the six (6) directors, one of whom, as determined by this partner, shall be appointed Vice Chair of the Board.
The other four (4) directors shall be appointed by agreement among the remaining Partners, namely GEOLOGICA MONESTERIENSE, CLAUDENIA and MINERIA CUNI. The position of President shall be elected by these Partners from among the directors they appoint. The position of Secretary shall, likewise, be appointed by these Partners.
Partners may appoint, remove and change the individual who will hold the position of director on their behalf at any time, such that the failure to appoint or a resignation from the appointment at a given time shall not constitute a waiver of the right to appointment, which may occur at a later date.
Individuals who may be appointed as director or corporate officer by any Party must be aware of and expressly accept the restrictions contained in this Agreement.
5.1.3. Appointment of Positions
The Board positions shall consist of Chair, Vice Chair and Secretary, and the latter may be held by a non-director.
The Chair shall be Mr. Alejandro Francisco Ayala Fernández Prida, and the Secretary (whether a director or not) shall be appointed by agreement of the Partners "GEOLOGICA MONESTERIENSE, CLAUDENIA, and MINERIA CUNI." The Vice Chair shall be appointed by the Partner ALTO.
The positions of Chair, Vice Chair, Secretary of the Board shall be elected by the Partners according to the system established in this Agreement.
Each appointed director undertakes to vote for the appointment of positions as described in this Agreement.
5.1.4. Directors shall be appointed through the legally established procedure.
5.1.5. The position of director may be remunerated if approved in a General Meeting. The director's remuneration shall be separate from any compensation they may receive for services provided to the Company, if applicable.
5.1.6. The Parties have agreed that ALTO will be responsible for the daily operations of RNR, making decisions related to ordinary activities. For this purpose, the administrative protocol mentioned in point 5.1.1. shall be signed by the end of January 2025.
Pursuant to the above, the following appointments are hereby agreed upon:
(i) The Managing Director (CEO) of RNR shall be appointed as proposed by the Partner ALTO;
(ii) The Director of Operations (DO) of RNR shall be appointed as proposed by the Partner ALTO;
(iii) The Chief Financial Officer (CFO) of RNR shall be appointed as proposed by the Partners GEOLOGICA MONESTERIENSE, CLAUDENIA and MINERIA CUNI; and
(iv) The Deputy Chief Financial Officer (DCFO) of RNR shall be appointed as proposed by the Partner ALTO.
In all the aforementioned cases, the Parties agree that the appointed individual must, at all times, have the confidence of the Board.
SIX. AGREEMENTS REGARDING THE MINERAL RESERVES OF LOMERO-POYATOS, PALOMAREJO AND TORAL
The Parties consider that the future processing of mineral resources from the integration of the reserves of Lomero-Poyatos, Palomarejo and Toral at the RNR processing plant is an objective that could optimize RNR's profitability, and to this end, they commit to making their best efforts to manage, with the relevant authorities and agencies, the permits and authorizations that are necessary and appropriate to enable RNR to process the mineral from these mining properties under the conditions to be agreed upon at the appropriate time and at the prices to be negotiated in good faith between the Parties, within the following general parameters:
a. The necessary investments for adapting the plant to process these minerals, if necessary, will also be financed by ALTO;
b. This financing will also be repaid by RNR from a percentage of the revenues generated from processing these minerals, ensuring repayment within a maximum period of five (5) years from the start of mineral processing;
c. The Parties agree that this financing will accrue interest in favour of ALTO or DENARIUS, as the case may be, equivalent to the quarterly Euribor + 2.5%, starting on the date the contributions begin.
d. The fee charged by RNR for processing these minerals from said mining properties (or others) under a long-term contract will be based on RNR's processing cost on an open-book basis, plus (i) a mark-up to be negotiated between the Parties, or (ii) a percentage of the sales of said minerals not exceeding 5%.
Notwithstanding the foregoing, it is expressly understood and agreed that, just as the approval of any contract with an off-taker for financing capital investments for project development and until the reactivation of the Aguablanca Mine, (i) any contract for processing material from the Lomero-Poyatos, Palomarejo and Toral mines, and (ii) the approval of the investment plan required for such processing, must both be approved by the majority of all Partners (a favourable vote of 62% of share capital); however, the approval of ALTO shall always be required.
SEVEN. OTHER AGREEMENTS – MAJORITIES/UNANIMITY
The Parties agree that the following decisions will require either (i) a qualified majority of 85% of the Partners or (ii) the unanimous approval of the Board members, as applicable:
(i) Dissolution of the company
(ii) Sale of the company's assets, including the Aguablanca Mine and its plant
(iii) Amendments to the bylaws
(iv) Increases and reductions in share capital
(v) Distribution of dividends
(vi) Changes to the company's governing body
(vii) Incurring financial obligations, borrowing or lending money or entering into any type of contract outside the company's ordinary course of business when the amount exceeds the equivalent of €500,000, individually, at the time of the transaction
(viii) Making the Company a guarantor, co-debtor or endorser of third-party obligations
(ix) Encumbering the real estate or assets of RNR with easements, pledges or mortgages, or in any other manner
(x) Acquiring or disposing of real estate or fixed assets of the Company for amounts exceeding the individual equivalent of €500,000 at the time of the transaction
(xi) Acquiring branches or commercial establishments
(xii) Establishing branches and agencies within or outside the country, appointing and defining the responsibilities of those who will manage them, complying with the formalities required by law, or modifying, dissolving and/or liquidating existing ones, if applicable
(xiii) Entering into agreements in which the company participates as a partner or Shareholder, as well as to acquire shares, interests or holdings in existing companies, or entering into agreements of any nature with the Partners or their affiliates
(xiv) Opening, chequing or bank accounts or trust agreements. For the opening, transactions and closure of deposits, trusts and chequing accounts, the company must always agree with the respective financial institution to require two joint signatures.
EIGHT. RIGHT OF FIRST REFUSAL FOR THE ACQUISITION OF SHARES
No Partner may transfer their shares in the Company without first offering them for sale to the other Partners. Likewise, the Partners will have a preemptive right to subscribe to shares in RNR's capital increases.
A Partner interested in selling their shares shall (i) notify one of the members of the Board in writing of their offer to sell, indicating the price of their shares and the potential buyer so that (ii) the Board member can forward the offer to the other
Partners, (iii) who will have a period of thirty (30) business days from receipt of the offer to (iv) decide whether to purchase the shares or not.
If this period expires without a decision from the other Partners, the Partner interested in selling may proceed with the sale of the shares, but only at the price specified in the prior offer made to the other Partners and to the buyer specified in the offer.
Should the right of first refusal be exercised, the Partners will have the right to purchase these shares and/or any shares issued through a capital increase, maintaining the proportion of their shareholding.
Any new Partner must acknowledge the terms of this Agreement and be bound by them.
Transfers of shares made in violation of the right of first refusal shall be null and void and therefore have no legal effect.
NINE. EXIT MECHANISMS – TAG-ALONG
Right to Join the Sale (Tag-Along) Every Partner of RNR shall have the right to join ("tag-along right") the sale offer of shares made by any selling Partner or group of Partners intending to sell a share package exceeding nine percent (9%).
To exercise this right, the interested Partner(s) must notify the Board of Directors of the Company in writing of their intention to exercise the right within thirty (30) business days of the notification mentioned in point 3.2 of this Agreement.
Once the Company has been informed, the tag-along Partners shall be irrevocably obligated to offer all of their shares under the same terms and conditions, and at the same price as those offered for sale by the selling Partner.
The exercise of the tag-along right by at least one tag-along Partner will extend the period for the other Partners to acquire or reject the shares offered by the selling Partner and the tag-along Partners, as established in Section 3 of this Agreement, by an additional ten (10) calendar days.
In the event that the buyer of the shares does not wish to acquire all of the shares offered by the selling Partner and the tag-along Partner(s), the number of shares will be proportionally reduced on a pro rata basis according to the Partners' ownership percentages in the Company.
NINE. RELEASE FROM LIABILITY ARISING FROM CLAIMS FILED BY V4 FINANCIAL PARTNERS AND INGENIERÍA Y CONSULTORÍA EN RECURSOS DEL SUBSUELO, S.L.
To date, according to the statements of the Parties, a company named V4 FINANCIAL PARTNERS, S.L., has initiated an arbitration claim before the Arbitration Commission of the Chamber of Commerce of Madrid against RNR, asserting various claims, which the Parties acknowledge and consider reproduced herein.
Similarly, a company named INGENIERÍA Y CONSULTORÍA EN RECURSOS DEL SUBSUELO, S.L., has initiated an extrajudicial claim, asserting various demands, which the Parties acknowledge and consider reproduced herein.
Notwithstanding the fact that as of the date of this Agreement, there is no provision or resolution determining the existence of any type of liability or obligation of RNR (or its Partners) in favour of the aforementioned companies, it is the intention of the signatories of this Agreement to agree to release ALTO and RNR from any liability in the event that the resolution of the aforementioned claims ultimately determines any type of liability against the same.
For the purpose of complying with this Agreement, the Partners GEOLOGICA MONESTERIENSE, CLAUDENIA PARTICIPACIONES and MINERIA CUNI hereby commit and undertake to execute all necessary and relevant documents to release, and if applicable, compensate ALTO and RNR for any obligation or harm incurred as a result of the aforementioned claims.
TEN. RELEASE OF GUARANTEES FOR THE FINANCING POLICY IN THE AMOUNT OF €3,000,000.00 SIGNED WITH BANCO SANTANDER
As of today's date, the company RNR has signed a financing policy with Banco Santander in the amount of €3,000,000.00, which is currently guaranteed by ALTO.
The Parties agree that during the next refinancing of the aforementioned policy, negotiations will be held with the bank, and agreements deemed necessary and sufficient by the financial institution will be adopted to secure the release of the Partner ALTO from its position as guarantor of the operation.
In the event that the bank does not agree to such a release, the remaining Partners, namely GEOLOGICA MONESTERIENSE, CLAUDENIA and MINERIA CUNI, assume the obligation to execute all necessary and relevant documents to counter-guarantee the obligations assumed by ALTO in this financing operation.
ELEVEN. ESSENTIAL NATURE OF THE OBLIGATIONS ASSUMED BY THE PARTIES
All obligations assumed under this Agreement are essential to all Parties and constitute the bases for their participation as Partners in the Company.
The Parties shall, in all cases, avoid obstructive or merely passive behaviour, either by themselves or by their representatives in the governing body, which may cause unnecessary delays in the Company's decision-making processes.
The Parties agree to comply, at all times, with all applicable laws and regulations related to the operations covered in this Agreement.
TWELVE. The Parties agree to incorporate the agreements reached in this Agreement, to the extent possible, into the bylaws of the Company by attending the meetings of the Company's governing bodies and voting at these meetings in favour of approving the necessary resolutions for this purpose, both in the Administrative Body and in the General Meeting.
THIRTEEN. The Parties agree to require any third party, as a precondition for acquiring the status of partner, to provide a written commitment whereby they fully and unreservedly adhere to this Agreement.
Therefore, any person who acquires the status of partner in the future shall also be bound by the provisions set forth in this Agreement.
FOURTEEN. CONFIDENTIALITY OF INFORMATION AND COMMUNICATION
Both parties acknowledge the sensitivity of the commitments undertaken in this Agreement and agree to maintain absolute confidentiality regarding its contents.
This commitment shall be enforceable on all employees and advisers of the Parties, as well as on RNR itself.
Furthermore, the Parties are aware that DENARIUS, as a publicly traded company, is obligated to disclose certain decisions related to affiliated companies. Therefore, the Partners agree not to disclose any information about the company RNR without the consent of DENARIUS/ALTO, particularly when providing information to regional authorities and the Administration.
FIFTEEN. TERMINATION OF THE AGREEMENT
This Agreement shall be deemed terminated by mutual agreement of the Parties.
The Agreement shall also be deemed terminated in the event of the dissolution and liquidation of the companies subject to the Agreement.
SIXTEEN. NOTIFICATIONS
All communication between the Parties regarding this Agreement shall be made in writing, either by regular mail or email. Communications and/or notifications sent via regular mail or email shall be deemed duly delivered and received as long as their
receipt is confirmed and they have been sent to the respective addresses of the Parties, as specified.
Alternatively, communications and/or notifications sent to the respective addresses of the Parties indicated below shall be deemed delivered and received if sent by registered letter with proof of receipt.
For purposes of communications and/or notifications, the Parties designate the addresses provided at the top of this document:
Any change of address or email for notification purposes must be communicated to the other Party in writing at least 5 days in advance, to the address or email of the Party receiving such notification.
SEVENTEEN. FORCE OF LAW DISCREPANCY WITH THE BYLAWS
15.1. The Parties declare that the covenants and agreements contained herein have the force of law applied to them, and commit to faithfully comply with them.
15.2. In the event of any discrepancy between the clauses agreed upon in this Shareholders’ Agreement and the Company’s Bylaws, this Shareholders’ Agreement shall prevail between the Parties over the provisions of the Bylaws.
15.3. The Parties hereby waive, fully and irrevocably, any rights and holdings that may correspond to them under the provisions of the aforementioned bylaws that conflict with this Shareholders’ Agreement.
EIGHTEEN. SAFEGUARD CLAUSE
Each clause of this Agreement must be interpreted separately and independently from the others. If any clause becomes invalid, is declared illegal or is unenforceable under any applicable legal provision by a court or administrative authority, the nullity or ineffectiveness of that clause shall not affect the other stipulations, which shall retain their full validity and effect. The contracting Parties agree to replace the affected clause or clauses with one(s) that have the intended effects sought by the Parties in this Agreement.
NINETEEN. APPLICABLE LAW AND JURISDICTION
19.1. This Agreement is of a commercial nature and must be interpreted and complied with on its own terms. All matters not provided for herein shall be governed by common Spanish law, excluding any regional laws.
19.2. To resolve any disputes arising from the validity, interpretation, compliance or execution of this document, the Parties, waiving any other jurisdiction that may
correspond to them, expressly submit to the jurisdiction and competence of the Courts and Tribunals of the city of Madrid.
TWENTY. EXECUTION OF PUBLIC DEED AND NOTARIZATION OF THIS AGREEMENT
For the sake of simplicity, the Parties sign this "Shareholders' Agreement" in four (4) copies, agreeing to notarize it within thirty (30) days from its signing, before the Notary Public of Madrid, Mr. Francisco Calderón Álvarez, for notarization. The Parties to this "Shareholders' Agreement" shall have the right to request a copy of the notarized deed.
In witness whereof, the Parties sign this Shareholders' Agreement at the place and on the date indicated at the top of this document.
ALTO MINERALS, S.L.U.
Signed: Mr. José Enrique Miguel-Sin Bolea
GEOLOGICA MONESTERIENSE, S.L.
Signed: Mr. Alejandro Ayala Fernández Prida.
CLAUDENIA PARTICIPACIONES
Signed: Mr. Iñigo Resusta Covarrubias
MINERIA CUNI, S.L.
Signed: Mr. Miguel Ángel Aguado Gavilán