Mr. Eldur Olafsson reports

PROPOSED FUNDRAISING TO ACCELERATE GROWTH

Amaroq Minerals Ltd. intends to conduct a placing and subscription of new common shares to raise gross proceeds of approximately 20.0 million pounds sterling (equivalent to approximately $35.6-million or 3.5 billion Icelandic kronur) at a price of 86 pence ($1.53 or 151 Icelandic kronur) per new common share, with the net proceeds being used to further strengthen the company's working capital position whilst Nalunaq is in the commissioning phase and accelerate growth opportunities across the company's portfolio of assets in Greenland.

Highlights:

• The approximately 20.0-million-pound-sterling fundraising will consist of:
  • A proposed placing of new common shares with new and existing institutional investors at the placing price;
  • A proposed placing of new depositary receipts representing new common shares with new and existing qualified investors as defined in article 2(e) of the European Union Prospectus Regulation at the placing price; Landsbankinn hf has agreed to underwrite up to 10 million pounds sterling (equivalent to 1.8 billion Icelandic kronur and $17.8-million) as part of the fundraising;
  • A proposed private placement of new common shares with certain institutional investors and directors at the placing price; those directors have indicated their intention to subscribe for, in aggregate, approximately 2.1 million pounds sterling (equivalent to $3.7-million or 369.6 million Icelandic kronur) in the Canadian subscription.

The fundraising will be affected pursuant to the company's existing authorities to allot equity securities, and therefore, no general meeting will be required.

• Net proceeds from the fundraising will be used for:
  • Working capital flexibility to progress growth investment opportunities while Nalunaq goes through ramp-up;
  • Further resource drilling at Nalunaq with the intention to expand the 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 optimize operations at Nalunaq;
  • Advancing the company's strategic mineral business, alongside joint venture partners, with further targeted exploration;
  • Additional working capital.

Details of the fundraising:

• Panmure Liberum Ltd. is acting as nominated adviser, joint bookrunner and joint broker, alongside Canaccord Genuity Ltd., which is also acting as joint bookrunner and joint broker, on the United Kingdom placing.
• Landsbankinn, Acro vertbref hf and Fossar fjarfestingarbanki hf are acting as joint bookrunners on the Icelandic placing, and Landsbankinn is acting as underwriter.
• In relation to the U.K. placing:
  • The U.K. placing will be conducted through an accelerated bookbuild process to be conducted by the U.K. joint bookrunners, which will launch immediately following the release of this announcement and will be made available to eligible institutional investors subject to certain terms and conditions. The bookbuild is expected to close no later than 7 a.m. on Dec. 4, 2024; however, the U.K. joint bookrunners and the company reserve the right to close the bookbuild earlier or later, without further notice.
  • The U.K. placing is subject to certain terms and conditions.
  • The U.K. placing is conditional, amongst other things, upon the Icelandic placing not having been terminated prior to admission of the fundraising shares to trading on the Alternative Investment Market of the London Stock Exchange and the receipt of conditional approval from the TSX Venture Exchange for the listing of the fundraising shares.
• In relation to the Icelandic placing:
  • Landsbankinn has agreed to underwrite the fundraising by up to 10 million pounds sterling, guaranteeing to the company participation in the fundraising in the maximum amount of 20 million pounds sterling, with the commitment to procure subscribers or itself subscribe for new common shares to be delivered as depositary receipts amounting to an amount equal to the difference between 10 million pounds sterling and 20 million pounds sterling, or its equivalent in Icelandic kronur.
  • The Icelandic placing shares were offered to a limited number of specifically invited persons only, all of them being EEA qualified investors, and were not offered in such a way as to require any prospectus or other offering document (to be published pursuant to the EU Prospectus Regulation). The company published a supplementary prospectus on Feb. 21, 2024, consisting of a supplement to the registration document dated Sept. 12, 2023, and a securities note, along with a summary. Application will be made to Nasdaq Iceland hf for admission to trading of the company's depositary receipts representing the fundraising shares. Pursuant to article 1(5)(a) of the EU Prospectus Regulation, the admission to trading of the depository receipts by Nasdaq Iceland does not require publication of a prospectus or a supplementary prospectus.
  • Placees' commitments were made solely on the basis of publicly available information and any exchange information previously published by or on behalf of the company simultaneously with or prior to the date of this announcement and subject to any further terms set forth in the contract note sent to individual placees.
• Allocations in the United Kingdom placing are at the absolute discretion of the U.K. joint bookrunners in consultation with the company. The number of fundraising shares will be determined following completion of the bookbuild by agreement between the company and the U.K. joint bookrunners. Allocations in the Icelandic placing are at the absolute discretion of the company. Details of the number of fundraising shares will be announced as soon as practicable after the close of the bookbuild.

Eldur Olafsson, chief executive officer of Amaroq, commented: "This fundraising will enable us to accelerate our growth plans across our exciting gold and strategic minerals targets, alongside progressing the ramp-up at Nalunaq to commercial production. Following first gold pour at Nalunaq and with key offtake agreements in place, we look to 2025 with optimism. Across the wider portfolio, we plan to complete further drilling at the Nanoq gold target following recent assay results, which demonstrated exceptional gold potential, alongside evaluating the results from our recent copper and nickel exploration campaign.

"We are also considering a potential step-up to listing on the main market of the London Stock Exchange and will provide an update in due course. Amaroq remains well positioned to unlock the significant resource potential of our portfolio in South Greenland, delivering long-term value for all stakeholders."

We seek Safe Harbor.