Denarius Metals — Proxy Solicitation & Information Statement 2024

Dec 3, 2024

DENARIUS
METALS

LETTER TO DEBENTUREHOLDERS

December 2, 2024

You are receiving this package as you are, as of the date of this letter, a holder of outstanding convertible unsecured debentures issued under Denarius Metals Corp.'s (“Denarius” or the “Company”) trust indenture dated May 30, 2024, as amended and supplemented on June 25, 2024 (together, the “Indenture”).

We are seeking your consent to certain amendments to the Indenture. The proposed amendments, if approved and implemented include: (i) delaying the commencement of the Gold Premium Payment (as defined in the Indenture) from June 30, 2025 to June 30, 2026 and (ii) extending the Maturity Date (as defined in the Indenture) of the debentures from May 30, 2029 to May 30, 2030 (collectively, the “Amendments”). The Amendments are designed to:

• respond to the significant adverse impact of the extended delay to receive approval of the Zancudo Project’s environmental impact study on the timing for the start up of mining operations;
• to align funding for the Gold Premium Payments with the operating cash flow to be generated by production from the Zancudo Project following its initial ramp up period;
• maintain the Company’s financial stability during the ramp up period for the Zancudo Project, including its ability to meet its financial obligations as they come due; and
• continue to provide the holders with the potential for superior returns through the monthly interest payments, the quarterly gold premiums and convertibility into shares of the Company.

To make these changes, we require the written consent of the holders of at least 66 2/3% of the total outstanding principal amount of debentures issued under the Indenture. Follow the instructions in this package to make sure your consent is counted before the deadline of December 18, 2024.

If you respond to this solicitation and consent to the Amendments, the Company will pay you a consent fee equal to two percent (2%) of the number of debentures you hold. Debentureholders who do not respond to this solicitation or approve the Amendments will not receive payment of such fee from the Company even though the supplemental indenture will be binding on them if the Amendments become effective.

Your consent is important to us. We encourage you to review this package and follow the instructions in it to make sure your consent is submitted before the deadline of 4:00 p.m. (Eastern time) on December 18, 2024. Should you require assistance completing the consent document or have any questions please contact our information agent Morrow Sodali by calling North American Toll free number 1-888-444-0561, outside North America and collect calls 1-289-695-3075 or by email at assistance@morrowssodali.com.

Thank you in advance for your consideration of and support for these changes to support our business.

Sincerely,

“Serafino Iacono”

Serafino Iacono
Chief Executive Officer