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Denarius Announces Definitive Option Agreement with Europa Metals

Denarius Metals recently declared that, in addition to its news release on October 5th, 2022, it has entered into a definitive option agreement with Europa Metals Ltd. dated November 22nd, 2022.

In accordance with this, Denarius Metals has been granted options to obtain, in two stages, up to an 80% ownership interest in Europa Metals Iberia S.L, a 100% owned Spanish subsidiary of Europa holding the Toral Zn-Pb-Ag Project, Leon Province, Northern Spain. Elaborate information regarding the Toral Project was earlier offered in the Company’s news release dated October 5th, 2022.

We are very pleased to expand our scale in Spain through our partnership with Europa to develop an exciting high-grade polymetallic project located in a well-mineralized historic mining area and a proactive jurisdiction that also offers the potential for further exploration opportunities.

Serafino Iacono, Executive Chairman and CEO, Denarius Metal Corp

Iacono added, “The first year will see an application being made for a mining license at the Toral Project, thereby moving the project along the path towards potential future development. In subsequent years we will seek to expand the current footprint of the project to encompass the nearby historic third-party Antonina mine and delineate further high-grade mineral resources, following the success of Europa’s recent drillholes.”

In line with the Definitive Agreement, Denarius Metals has been given a First Option, exercisable until November 22nd, 2025 (subject to a 90-day extension in a few cases), to subscribe for a 51% equity interest in EMI by (i) spending, as an operator, US $4,000,000 on the Toral Project in the three-year period, (ii) finishing a preliminary economic valuation, and (iii) finishing and submitting a mining license application regarding the Toral Project to the local Junta by July 31st, 2023.

The suggested transaction has been subject to the receipt of approval from Europa’s shareholders. As soon as obtained, Denarius Metals will make an initial payment of US $100,000 to EMI tracked by a second aggregate sum of US $550,000 to be made in periodic payments at the discretion of Denarius Metals after completion of financing by the Company.

Denarius Metals’ expenditure commitment under the First Option is considered subject to a minimum of US $1,000,000 in each of the first two years of the First Option period.

A second option is given to Denarius Metals by the Definitive Agreement to obtain an extra 29% equity interest in EMI by providing a pre-feasibility study and thereby making a cash payment of US $2,000,000 to Europa.

This happens within the 12-month period after the closing of the First Option. Following the Second Option, the parties will make their way into a collective venture and a shareholders’ agreement that will control the development and ultimate operation of the Toral Project.

Also, the Company has agreed to pay a finder’s fee of US $300,000 to Querlec Gestion S.L., applying to services offered concerning the acquisition by Denarius Metals of interest in the Toral Project. Querlec Gestion is known to be the Company’s arm’s length.

The Finder’s Fee will be pleased by the issuance of 637,904 common shares by the Company at an issue price of C$0.63 per share. This was the closing price of the shares on the TSX Venture Exchange on November 22nd, 2022.

Issuance of the Finder’s Fee Shares is considered subject to the approval of the TSXV. The Finder’s Fee Shares shall be liable to a four-month-and-one-day statutory hold period per applicable securities laws. Additionally, the Company has approved granting Querlec Gestion a 1% NSR on any future production of minerals from the Toral Project.

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