Closing of Fundraising, Admission, and VCP Awards

TORONTO, ONTARIO - 23 February 2024 – Amaroq Minerals Ltd. (AIM, TSX-V, NASDAQ Iceland: AMRQ), an independent mining company with a substantial land package of gold and strategic energy transition mineral assets in Southern Greenland, today announces further to its announcements on 12 and 13 February 2024, the closing of its fundraising pursuant to which it raised net proceeds of approximately £44 million (C$75 million, ISK 7.6 billion) through a placing of 9,955,686 common shares of the Company pursuant to the UK Placing, 49,531,472 common shares of the Company pursuant to the Icelandic Placing, and 3,237,600 common shares of the Company pursuant to the Canadian Subscription, which today have been issued and will be admitted today to trading on AIM, Nasdaq Iceland’s main market, and the TSX-V. A total of 62,724,758 new common shares have been placed as part of the Fundraising.

Following admission, Amaroq’s total issued share capital will consist of 326,455,446 common shares of no par value. Given the Company does not hold any common shares in Treasury, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules and the Icelandic Act No 20/2021 on Disclosure Obligations of Issuers and Notifications on Major Holdings.

All Canadian Subscription Shares are subject to a four-month hold period, which will expire 24 June, 2024.

Net proceeds from the Fundraising will be used to accelerate mining of the Target Block at the Company’s cornerstone Nalunaq gold project and other associated works to enable a smoother transition to nameplate capacity of 300 tonnes per day to the processing plant, installation of a flotation circuit and dry-stack tailings facility to increase recoveries, as well as provide funding to accelerate exploration during 2024 across the Company’s Vagar, Nanoq and Gardaq JV licences, further advance exploration at the Company’s Vagar and Nanoq licenses and to fund an additional capital injection into its Gardaq joint venture.

Amaroq director, Sigurbjorn Thorkelsson, participated in the Canadian Subscription for an aggregate of 2,700,000 Canadian Subscription Shares for gross proceeds of £2.0 million (equivalent to approx. C$3.4 million or ISK 343 million) via Klettar LP (in which he is a sole beneficiary). As such, the Canadian Subscription will constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and within the meaning of Policy 5.9 of the TSX-V rules.

Related party transactions require the Company to obtain a formal valuation and minority shareholder approval unless exemptions from these requirements are available under applicable Canadian securities laws. With respect to the Canadian Subscription, the Company is relying on the exemption from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as the fair market value of the securities distributed to, and the consideration received from, interested parties does not exceed 25% of the Company’s market capitalization. The Company did not file a material change report at least 21 days prior to the closing of the Canadian Subscription as participation of the insiders had not been confirmed at that time and the Company wished to close on an expedited basis for business reasons.

Stifel acted as sole bookrunner and broker on the UK Placing. Stifel is also acting as the Company’s nominated adviser. Landsbankinn and Fossar acted as joint bookrunners on the Icelandic Placing and Landsbankinn acted as underwriter. In consideration for their services, Stifel, Landsbankinn and Fossar received a cash commission equal to C$2,492,180.48, consisting of (i) C$286,145.31 (£168,360.39) to Stifel, representing a corporate finance fee of C$118,972 (£70,000), a 4.0% base commission, 1.0% discretionary commission and a 0.5% settlement commission for the UK Placing and (ii) a total of C$2,206,035.16 to Landsbankinn and Fossar, representing a total of 2.75% commission payable to Landsbankinn and Fossar for the Icelandic Placing and a C$509,880 underwriting fee payable to Landsbankinn.

The Fundraising is subject to final acceptance of the TSX-V.

Awards under Restricted Share Unit Plan (the “RSU”)

On 23 February 2024, in alignment with the Company’s RSU plan dated 15 June 2023, the Company granted an award (the “Award”) to directors and employees of the Company as listed below.

The RSU plan, communicated to the market following the Company’s Admission to AIM in 2020, was developed with input from PwC. The RSU plan was initially approved by the Company's shareholders at the AGM held on 16 June 2022 and further amended and approved by the AGM resolution on 15 June 2023.

Conditional awards were granted to participants on 30 December 2022 and 13 October 2023. The performance period runs from 1 January 2022 to 31 December 2025 with measurement dates at 31 December 2023, 31 December 2024 and 31 December 2025.

The details of the Award are as follows:

Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Company’s Fundraising announcement dated 12 February 2024.

Amaroq Minerals Ltd.

Eldur Olafsson, Executive Director and CEO

Eddie Wyvill, Corporate Development

Stifel Nicolaus Europe Limited (Joint Bookrunner, Nominated Adviser and Joint Broker)

Callum Stewart

Varun Talwar

Simon Mensley

Ashton Clanfield

Landsbankinn hf. (Joint Bookrunner and Underwriter)

Ellert Arnarson

Fossar Investment Bank hf. (Joint Bookrunner)

Þórður Ágúst Hlynsson

Þórunn Ólafsdóttir

Camarco (Financial PR)

Billy Clegg

Elfie Kent

Charlie Dingwall

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