Results of Fundraising

TORONTO, ONTARIO – 4 December 2024 – Amaroq Minerals Ltd. (AIM, TSX-V, NASDAQ Iceland: AMRQ), an independent mining company with a substantial land package of gold and strategic mineral assets in Southern Greenland, is pleased to announce the successful completion of its significantly oversubscribed Fundraising as announced on 3 December 2024.

A total of 32,034,664 new common shares (the “Fundraising Shares”) have been conditionally placed with new and existing institutional investors at a price of 86 pence (C$1.53, ISK 151 at the closing exchange rate on 2 December 2024) per new common share (the “Placing Price”), raising gross proceeds of approximately £27.5 million (C$48.9 million, ISK 4.8 billion). The net proceeds raised in excess of the initially targeted £20 million will be used to accelerate growth opportunities across the Company’s portfolio of assets in Greenland and further bolster the Company’s working capital position.

The total Fundraising Shares represent approximately 8.1 per cent. of the Company’s enlarged share capital after the completion of the Fundraising. It is currently expected that Admission will become effective, and that dealings in the Fundraising Shares will commence on AIM, at 8.00 a.m. GMT on 16 December 2024, on the Icelandic Exchange at 9.30 a.m. UTC on 16 December 2024 and on the TSX-V at 9:30 a.m. ET on 16 December 2024.

Panmure Liberum Limited (“Panmure Liberum”) acted as nominated adviser, joint bookrunner and joint broker, alongside Canaccord Genuity Limited (“Canaccord”) who also acted as joint bookrunner and joint broker (together the “UK Joint Bookrunners”), on the UK Placing.

Landsbankinn hf. (“Landsbankinn”), Acro verðbréf hf (“Acro”) and Fossar fjárfestingarbanki hf. (“Fossar”) (together the “Icelandic Banks”) acted as joint bookrunners on the Icelandic Placing and Landsbankinn acted as underwriter.

Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Company's Fundraising announcement dated 3 December 2024.

Eldur Olafsson, CEO of Amaroq, commented:

“I would like to thank all investors, both existing and new, for their strong support in this significantly oversubscribed Fundraising. With a number of exciting catalysts ahead of us, including the expected optimisation and ramp-up to commercial production at Nalunaq and advancement of our wider exploration programme, we look forward to providing further updates on key operational workstreams in due course.”

Amaroq Minerals Ltd.

Eldur Olafsson, Executive Director and CEO

Eddie Wyvill, Investor Relations

Panmure Liberum Limited (Nominated Adviser, Joint Bookrunner and Corporate Broker)

Scott Mathieson

Nikhil Varghese

Kieron Hodgson

Josh Moss

Canaccord Genuity Limited (Joint Bookrunner and Corporate Broker)

James Asensio

Harry Rees

George Grainger

Landsbankinn hf. (Joint Bookrunner and Underwriter)

Björn Hákonarson

Sigurður Kári Tryggvason

Acro verðbréf hf. (Joint Bookrunner)

Hannes Árdal

Þorbjörn Atli Sveinsson

Fossar Investment Bank hf. (Joint Bookrunner)

Steingrímur Arnar Finnsson

Kristín Alexandra Gísladóttir

Camarco (Financial PR)

Billy Clegg

Elfie Kent

Fergus Young

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Application for Admission

Applications will be made for admission of the Fundraising Shares to trading on (a) AIM; (b) Icelandic Exchange; and (c) the TSX-V, with listing subject to the conditional approval of the TSX-V and the Company satisfying all of the requirements of the TSX-V. It is currently expected that admission will become effective, and that dealings in the Fundraising Shares will commence on AIM, at 8.00 a.m. GMT on 16 December 2024, on the Icelandic Exchange at 9.30 a.m. UTC on 16 December 2024 and on the TSX-V at 9:30 a.m. ET on 16 December 2024 (or in each case such other date as may be agreed between the Company and the UK Joint Bookrunners).

The Fundraising Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing common shares of the Company, including the right to receive all dividends and other distributions thereafter declared, made or paid on the enlarged share capital from admission.

Total Voting Rights

Following the admission of the Icelandic Placing Shares, the UK Placing Shares and the Canadian Subscription Shares, Amaroq’s total issued share capital will consist of 397,694,407 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 or the Icelandic Act No 20/2021 on Disclosure Obligations of Issuers and Notifications on Major Holdings.

Director Participation and Related Party Transaction

Amaroq director, Eldur Olafsson, has participated in the Canadian Subscription, acquiring a total of 582,690 new common shares representing gross proceeds of approximately £0.50 million (C$0.89 million, ISK 88.2 million) via Vatnar hf.. The notification set out below is made in accordance with the requirements of the UK Market Abuse Regulation. Following Admission Eldur Olafsson will be interested in a total of 10,084,863 common shares in the capital of the Company, representing approximately 2.5 per cent. of the Company’s enlarged issued share capital.

Amaroq director, Sigurbjorn Thorkelsson, has also participated in the Canadian Subscription, acquiring a total of 1,165,382 new common shares representing gross proceeds of approximately £1.00 million (C$1.78 million, ISK 176.4 million) via Klettar fjarfestingar ehf.. The notification set out below is made in accordance with the requirements of the UK Market Abuse Regulation. Following Admission Sigurbjorn Thorkelsson will be interested in a total of 12,037,640 common shares in the capital of the Company, representing approximately 3.0 per cent. of the Company’s enlarged issued share capital.

Amaroq director, David Neuhauser, has also participated in the Canadian Subscription, acquiring a total of 116,538 new common shares representing gross proceeds of approximately £0.10 million (C$0.18 million, ISK 17.6 million) via Livermore Strategic Opportunities LP. The notification set out below is made in accordance with the requirements of the UK Market Abuse Regulation. Following Admission David Neuhauser will be interested in a total of 14,726,362 common shares in the capital of the Company, representing approximately 3.7 per cent. of the Company’s enlarged issued share capital.

As such, the Canadian Subscriptions 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 requirements 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 expected closing of the Canadian Subscription as participation of the insiders had not been confirmed at that time and the Company wishes to close on an expedited basis for business reasons.

Eldur, Sigurbjorn and David’s participation by virtue of their respective positions as directors in the Company, are classified as related parties of the Company and their participation in the Fundraising is considered a 'related party transaction' under Rule 13 of the AIM Rules.

The independent directors consider, having consulted with Panmure Liberum, the Company's nominated adviser, that the terms of the participation by Eldur, Sigurbjorn and David are fair and reasonable insofar as shareholders are concerned.

Persons Discharging Managerial Responsibilities (“PDMR”) Disclosures

End Note: Conversions based on FX rates of GBP:ISK of 176.00 and GBP:C$ of 1.7781 as at 2 December 2024.