Mr. Eldur Olafsson reports

CLOSING OF FUNDRAISING, ADMISSION, AND VCP AWARDS

Further to its announcements on Feb. 12, 2024, and Feb. 13, 2024, Amaroq Minerals Ltd. has closed its fundraising, pursuant to which it raised net proceeds of approximately 44 million British pounds ($75-million, 7.6 billion Icelandic kronur) through a placing of 9,955,686 common shares of the company pursuant to the United Kingdom 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 have been issued and will be admitted today to trading on AIM (Alternative Investment Market), Nasdaq Iceland's main market and the TSX Venture Exchange. 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 June 24, 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 financing to accelerate exploration during 2024 across the company's Vagar, Nanoq and Gardaq joint venture licences, further advance exploration at the company's Vagar and Nanoq licences, and to finance an additional capital injection into its Gardaq joint venture.

Amaroq director Sigurbjorn Thorkelsson participated in the Canadian subscription for an aggregate of 2.7 million Canadian subscription shares for gross proceeds of two million British pounds (equivalent to approximately $3.4-million or 343 million Icelandic kronur) through 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, 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 per cent 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 United Kingdom 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 $2,492,180.48, consisting of: (i) $286,145.31 (168,360.39 British pounds) to Stifel, representing a corporate finance fee of $118,972 (70,000 British pounds), a 4.0-per-cent base commission, 1.0-per-cent discretionary commission and a 0.5-per-cent settlement commission for the United Kingdom placing; and (ii) a total of $2,206,035.16 to Landsbankinn and Fossar, representing a total of 2.75-per-cent commission payable to Landsbankinn and Fossar for the Icelandic placing and a $509,880 underwriting fee payable to Landsbankinn.

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

Awards under restricted share unit (RSU) plan

On Feb. 23, 2024, in alignment with the company's RSU plan dated June 15, 2023, the company granted an award to directors and employees of the company as listed as follows.

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 annual general meeting held on June 16, 2022, and further amended and approved by the AGM resolution on June 15, 2023.

Full details of the RSU plan are available on the company's website.

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

The details of the award are as shown in the attached table.

We seek Safe Harbor.