Closing of Fundraising and Admission

TORONTO, ONTARIO – 17 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, today announces further to its announcements on 3 and 4 December 2024, the closing of its fundraising pursuant to which it raised gross proceeds of approximately £27.5 million (C$49.0 million, ISK 4.8 billion) through a placing of 9,150,927 common shares of the Company pursuant to the UK Placing, 20,100,648 common shares of the Company pursuant to the Icelandic Placing, and 2,783,089 common shares of the Company pursuant to the Canadian Subscription, which have been issued and will be admitted to trading on AIM, Nasdaq Iceland’s main market, and the TSX-V. A total of 32,034,664 new common shares have been placed as part of the Fundraising.

Following admission, 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 and the Icelandic Act No 20/2021 on Disclosure Obligations of Issuers and Notifications on Major Holdings.

The Fundraising Shares will be subject to statutory resale (hold) restrictions for a period of four months and one day in Canada under the applicable Canadian securities laws, which will expire on 18 April 2025. Such restrictions shall not apply to any Fundraising Shares acquired outside of Canada.

Net proceeds from the Fundraising will be used to strengthen the Company’s working capital position whilst Nalunaq is in commissioning phase and accelerate growth opportunities within the Company’s portfolio of assets in Greenland in Greenland. More specifically, the net proceeds from the Fundraising will be to fund further resource drilling at Nalunaq to expand resource and provide mining flexibility, further exploration drilling at Nanoq to define resource potential and the development opportunity, investments in mining equipment, other facilities and green energy production to further optimise operations in Nalunaq, and advancement of the Company’s strategic portfolio, alongside JV partners with further target exploration, and to provide additional working capital.

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.. 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.. 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. Following Admission, David Neuhauser will be interested in a total of 14,738,462 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 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.

Panmure Liberum acted as nominated adviser, joint bookrunner and joint broker, alongside Canaccord, who also acted as joint bookrunner and joint broker on the UK Placing. Landsbankinn, Acro and Fossar acted as joint bookrunners on the Icelandic Placing and Landsbankinn acted as underwriter. In consideration for their services, Panmure Liberum, Canaccord, Landsbankinn, Acro and Fossar received a cash commission equal to C$1,857,555.23, consisting of (i) a total of C$274,003.23 (£154,098.88) to Panmure Liberum and Canaccord representing a 4.0% base commission, 1.0% discretionary commission and a 0.25% settlement commission for the UK placing, including a corporate finance fee of C$124,467.00 (£70,000.00) payable to Panmure Liberum and (ii) a total of C$1,049,841.00 to Landsbankinn, Acro and Fossar, representing a total of 3.4% commission for the Icelandic Placing, in addition to a C$533,711.00 underwriting fee payable to Landsbankinn.

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

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.

Amaroq Minerals Ltd.

Eldur Olafsson, Executive Director and CEO

Eddie Wyvill, Corporate Development

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