Amendments and Conversion of Convertible Notes

TORONTO, ONTARIO – 4 October 2024 - Amaroq Minerals Ltd. (AIM, TSXV, NASDAQ Iceland: AMRQ), an independent mine development company with a substantial land package of gold and strategic mineral assets in Southern Greenland, announces that the Company has entered into an agreement with the holders of its US$22.4m convertible notes due 2027 to convert the notes into new common shares, in order to simplify the Company’s capital structure, reduce cash interest costs and permit future financial flexibility.

The Convertible Notes were issued and previously disclosed on September 1, 2023. The Company has amended the Convertible Notes to permit the payment of the outstanding interest and commitment fees in common shares of the Company (“Common Shares”) at a conversion price equal to closing price of the Common Shares on the TSX Venture Exchange (“TSXV”) on the trading day immediately prior to such conversion. The amendments to the Convertible Notes are subject to final TSXV approval.

The Company further announces that the holders of the Convertible Notes have elected to convert all of the outstanding principal of the Convertible Notes into 33,629,068 Common Shares (the “Principal Conversion Shares”) at a conversion price of C$0.90 (£0.525) per Principal Conversion Share and all of the outstanding interest of the Convertible Notes into 1,293,356 Common Shares (the “Interest Conversion Shares”) at a conversion price of C$1.3 (£0.73) per Interest Conversion Shares (the “Interest Conversion”).

The Company and the holders of the Convertible Notes also agreed to make 70% of the total amount of the outstanding commitment fee immediately payable. The holders of the Convertible Notes have elected to convert such commitment fee payable into 3,307,502 Common Shares (the “Commitment Fee Conversion Shares”) in aggregate, at a conversion price of C$1.3 (£0.73) per Commitment Fee Conversion Share (the “Commitment Fee Conversion”).

Subject to the consent of the TSXV, the Company expects to issue the Principal Conversion Shares, Interest Conversion Shares and Commitment Fee Conversion Shares in October 2024.

The Interest Conversion and Commitment Fee Conversion are treated as a “Shares for Debt” transaction under Policy 4.3 of the TSXV, and the interest and commitment fees payable shall be settled in consideration for the Interest Conversion Shares and Commitment Fee Conversion Shares. Completion of the Interest Conversion and Commitment Fee Conversion are subject to the approval of the TSXV.

Related Party Transactions

The “related party transaction” requirements under Policy 5.9 of the TSXV and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") do not apply as the Interest Conversion and Commitment Fee Exemption meets the exemption set forth under Section 5.1(h)(iii) of MI 61-101.

For the purposes of the AIM Rules for Companies, ECAM LP is a related party of Amaroq. ECAM LP is an affiliate of GCAM LP, which owns a 49% interest in Gardaq A/S, an Amaroq subsidiary, and has appointed two directors to the subsidiary company board.

As such, the elements of the Interest Conversion and Commitment Fee Conversion (US$ 3,118,728) constitute Related Party Transactions in accordance with AIM Rule 13.

The Directors consider, having consulted with the Company's Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Amaroq Minerals Ltd.

Eldur Olafsson, Executive Director and CEO

Eddie Wyvill, Corporate Development

Stifel Nicolaus Europe Limited (Nominated Adviser and Joint Broker)

Callum Stewart

Varun Talwar

Simon Mensley

Ashton Clanfield

Panmure Liberum (UK) Limited (Joint Broker)

Scott Mathieson

Kieron Hodgson

Camarco (Financial PR)

Billy Clegg

Elfie Kent

Fergus Young

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