Mr. Eldur Olafsson reports

AMENDMENTS AND CONVERSION OF CONVERTIBLE NOTES

Amaroq Minerals Ltd. has entered into an agreement with the holders of its $22.4-million (U.S.) of 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 Sept. 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 at a conversion price equal to closing price of the common shares on the TSX Venture Exchange on the trading day immediately prior to such conversion. The amendments to the convertible notes are subject to final TSX-V 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 at a conversion price of 90 cents (52.5 pence) per principal conversion share and all of the outstanding interest of the convertible notes into 1,293,356 common shares at a conversion price of $1.30 (73 pence) per interest conversion shares.

The company and the holders of the convertible notes also agreed to make 70 per cent 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 in aggregate, at a conversion price of $1.30 (73 pence) per commitment fee conversion share.

Subject to the consent of the TSX-V, 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 TSX-V, 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 TSX-V.

Related party transactions

The related party transaction requirements under Policy 5.9 of the TSX-V and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, 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 (Alternative Investment Market) rules for companies, ECAM LP is a related party of Amaroq. ECAM is an affiliate of GCAM LP, which owns a 49-per-cent interest in Gardaq AS, 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 ($3,118,728 (U.S.)) 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.

About Amaroq Minerals Ltd.

Amaroq Minerals' principal business objectives are the identification, acquisition, exploration and development of gold and strategic metal properties in southern Greenland. The company's principal asset is a 100-per-cent interest in the past-producing Nalunaq gold mine, which is due to go into production toward the end of 2024. The company has a portfolio of gold and strategic metal assets in southern Greenland covering the two known gold belts in the region as well as advanced exploration projects at Stendalen and the Sava copper belt exploring for strategic metals such as copper, nickel, rare earths and other minerals. Amaroq Minerals is continued under the Business Corporations Act (Ontario) and wholly owns Nalunaq AS, incorporated under the Greenland Public Companies Act.