Mr. Eldur Olafsson reports

CLOSING OF DEBT FINANCING

Amaroq Minerals Ltd. has successfully closed its previously announced $50.9-million (U.S.) senior secured package (see news releases dated March 28, 2023, and Aug. 11, 2023), consisting of:

1. $18.5-million (U.S.) of senior debt term loans pursuant to revolving credit facilities provided by Landsbankinn hf. and Fossar Investment Bank;
2. A total of $22.4-million (U.S.) of convertible notes, with $16-million (U.S.) of convertible notes issued to ECAM LP, $4-million (U.S.) of convertible notes issued to JLE Property Ltd. and $2.4-million (U.S.) of convertible notes issued to Livermore Partners LLC;
3. An overrun loan from JLE Property Ltd. of up to $10-million (U.S.) under a revolving credit facility.

Eldur Olafsson, chief executive officer of Amaroq, commented:

"I am pleased to announce the successful closing of our debt funding package. This marks a further milestone for Amaroq Minerals, enabling the transition to staged, full-scale production at the Nalunaq gold project. I would like to extend my thanks to our investors and debt funding partners.

"We are working with a highly qualified team of professionals as we accelerate our progression to trial mining activities. We now look forward to commencing the next stage of operations at Nalunaq as we enter this new chapter."

The convertible notes will bear interest at a rate of 5 per cent per annum and will mature on Sept. 1, 2027, being the date that is four years from the convertible note offering closing date. The principal amount of the convertible notes will be convertible, in whole or in part, at any time from one month after issuance into common shares of the company at a conversion price of 90 Canadian cents (0.525 pound sterling) per common share for a total of up to 33,629,068 common shares. The company may repay the convertible notes and accrued interest at any time, in cash, subject to providing 30 days of notice to the relevant noteholders, with such noteholders having the option to convert such convertible notes into common shares at the conversion price. If the company chooses to redeem some but not all of the outstanding convertible notes, the company shall redeem a pro rata share of each noteholder's holding of convertible notes. The company shall pay a commitment fee to the holders of the convertible notes of, in aggregate, $4,484,032 (U.S.), which shall be paid pro rata to each noteholder's holding of convertible notes. The commitment fee is payable on the earlier of: (a) the date falling 20 business days after all amounts outstanding under the senior debt term loans have been repaid in full, but no earlier than the date that is 24 months after the date of issuance of the notes; and (b) the date falling 30 months after the date of the subscription agreement in respect of the notes, irrespective of whether or not notes have converted at that date or been repaid.

The facilities have a two-year term and will bear interest at the CME term SOFRs (secured overnight financing rates) by CME Group Inc. and have a margin of 9.5 per cent per annum. The Landsbankinn hf. and Fossar revolving credit facilities under the senior debt term loans contain: (i) a commitment fee of 0.40 per cent per annum calculated on the undrawn facility amount; and (ii) an arrangement fee of 2.00 per cent on the facility amount, where 1.5 per cent is to be paid on or before the closing date of such facility, and 0.50 per cent is to be paid on or before the first drawdown. The overrun loan contains a standby fee of 2.5 per cent on the amount of committed funds. The facilities are not convertible into any securities of the company.

The facilities and convertible notes will be secured by: (i) bank account pledge agreements from the company and Nalunaq A/S; (ii) share pledges over all current and future acquired shares in Nalunaq A/S and Gardaq A/S held by the company pursuant to the terms of share pledge agreements; (iii) a proceeds loan assignment agreement; (iv) a pledge agreement in respect of owner's mortgage deeds; and (v) a licence transfer agreement.

The proceeds from the convertible notes and the facilities will be used to finance the transition of the company's Nalunaq mining licence from a bulk sample trial mining development plan to staged, full-scale production of gold dore on site by bringing forward construction of a processing plant and associated infrastructure.

Related party transactions

Livermore Partners LLC subscribed for $2.4-million (U.S.) in principal amount of convertible notes under the convertible note offering. The subscription by Livermore is considered to be a related party transaction for purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The insider participation is exempt from the formal valuation and minority shareholder requirements under MI 61-101 in reliance upon the exemptions contained in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. The company did not file a material change report more than 21 days before the expected closing date of the convertible note offering as the details of the convertible note offering and the insider participation were not settled until shortly prior to the closing of the convertible note offering, and the company wished to close the convertible note offering on an expedited basis for sound business reasons.

For the purposes of the AIM (Alternative Investment Market) rules for companies, Fossar, ECAM and Livermore are related parties of Amaroq. Fossar is a company in which Sigurbjorn Thorkelsson, non-executive director of the company, is chairman of the board and indirectly controls over 30 per cent of the capital. ECAM LP is an affiliate of GCAM LP, which owns a 49-per-cent interest in Gardaq A/S, an Amaroq subsidiary, and has appointed two directors to the subsidiary company board. Livermore is a company in which David Neuhauser, non-executive director of Amaroq Minerals, is managing director.

As such, the elements of the debt financing with Fossar ($1.0-million (U.S.) off the senior debt term loans), Livermore Partners LLC ($2.4-million (U.S.) of the convertible notes) and ECAM LP ($16.0-million (U.S.) of the convertible notes) constitute related party transactions in accordance with AIM Rule 13.

The independent directors, being the Amaroq directors other than Mr. Thorkelsson and Mr. Neuhauser, 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.

The convertible note offering is subject to final acceptance of the TSX Venture Exchange.

About Amaroq Minerals Ltd.

Amaroq's principal business objectives are the identification, acquisition, exploration and development of gold and strategic metal properties in Greenland. The company's principal asset is a 100-per-cent interest in the Nalunaq project, an advanced-exploration-stage property with an exploitation licence including the previously operating Nalunaq gold mine. The corporation has a portfolio of gold and strategic metal assets covering 7,866.85 square kilometres, the largest mineral portfolio in southern Greenland covering the two known gold belts in the region. Amaroq is incorporated under the Canada Business Corporations Act and wholly owns Nalunaq A/S, incorporated under the Greenland Public Companies Act.

We seek Safe Harbor.