DENARIUS METALS ANNOUNCES FORMATION OF FIRST TWO COMPANIES, PROGROWTH NOMINEE TO BOARD AND PROPOSED INITIAL EQUITY INVESTMENT PURSUANT TO SAUDI STRATEGIC COLLABORATION

The most recent release, dated May 7, 2026, details a definitive follow‑through on the non‑binding collaboration announced with Saudi‑based ProGrowth Ltd. on February 19, 2026. Two joint venture companies have now been formed: Al Sahra Minerals (downstream processing infrastructure including a roaster, CIL plant, and gold refinery, supported by Italian partners) and Najd Minerals (acquisition and development of gold, nickel, and other strategic mineral concessions within Saudi Arabia and the GCC). Denarius Metals holds a 75% equity stake in both entities. ProGrowth has declared its intent to make an initial equity investment of up to 10% in Denarius Metals via a private placement, to be completed by June 3, 2026, coinciding with the company’s Annual General and Special Meeting where ProGrowth’s CEO, Omar Alramah, will be nominated to the Denarius board. This news arrives one day after Denarius rescinded its bid for Emerita Resources, removing that M&A overhang.

The May 7 announcement transforms a preliminary memorandum into hard corporate structures and, critically, a near‑term strategic equity injection. While the initial ProGrowth pact was positive, it lacked concreteness—the February release only said the collaboration “could ultimately lead to a strategic equity investment.” Now, ProGrowth is committing to take a direct ownership stake of up to 10%, which is a first‑time investment by this Saudi partner. In a company with a market capitalization of roughly C$184 million and a fully diluted count approaching 337 million shares, a 10% placement could bring in approximately C$18–20 million, significantly strengthening the balance sheet at a time when Denarius is funding the Zancudo plant build (Q3 2026 target) and the Aguablanca restart. The board seat gives ProGrowth formal oversight and deepens the strategic tie‑in. Furthermore, the JV structure—with 75% Denarius ownership—keeps majority control while sharing capital requirements and accessing Saudi Vision 2030 incentives. The timing is impeccable: just after walking away from the dilutive Emerita proposal, management has delivered a non‑dilutive (in terms of control) partnership with a sovereign‑backed entity, opening a new front for growth in a mining jurisdiction that is actively courting foreign investment. This combination exceeds typical incremental progress and qualifies as a game changer for a junior miner of this size.

Denarius Metals Corp. is a precious and base metals company with three core operating pillars: - Zancudo Gold‑Silver Project (Colombia) – 100% owned: Currently in early production (shipping crushed ore to Trafigura). A 1,000 tpd flotation plant is under construction with commissioning expected in Q3 2026. An updated PEA (March 2026) projects an 11‑year mine life, US$2.0 billion in net revenue, after‑tax IRR of 558%, and one‑year payback. Indicated resources stand at 217 k oz Au and 2.7 M oz Ag; Inferred at 832 k oz Au and 12.5 M oz Ag. - Spanish Assets: 22% interest in Rio Narcea Recursos (operator of the fully permitted Aguablanca Ni‑Cu mine; restart targeted late 2026/early 2027); 100% ownership of the Lomero polymetallic project (Iberian Pyrite Belt) and Toral zinc‑lead‑silver project. - Saudi Arabia Ventures (new): 75% interests in Al Sahra Minerals (downstream processing) and Najd Minerals (mineral concessions), created under the partnership with ProGrowth.