08:19:28 EDT Sat 12 Jul 2025
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Amaroq Minerals Ltd
Symbol AMRQ
Shares Issued 365,659,743
Close 2024-12-03 C$ 1.52
Market Cap C$ 555,802,809
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Amaroq raises 27.5 million British pounds in financing

2024-12-04 10:32 ET - News Release

Mr. Eldur Olafsson reports

RESULTS OF FUNDRAISING

Amaroq Minerals Ltd. has successfully completed its significantly oversubscribed fundraising as announced on Dec. 3, 2024. A total of 32,034,664 new common shares have been conditionally placed with new and existing institutional investors at a price of 86 pence ($1.53, 151 Icelandic kronur at the closing exchange rate on Dec. 2, 2024) per new common share (the placing price), raising gross proceeds of approximately 27.5 million British pounds ($48.9-million or 4.8 billion Icelandic kronur). The net proceeds raised in excess of the initially targeted 20 million British pounds will be used to accelerate growth opportunities across the company's portfolio of assets in Greenland and further bolster the company's working capital position.

The total fundraising shares represent approximately 8.1 per cent of the company's enlarged share capital after the completion of the fundraising. It is currently expected that admission will become effective and that dealings in the fundraising shares will commence on the Alternative Investment Market (AIM) at 8 a.m. GMT on Dec. 16, 2024, on the Icelandic exchange at 9:30 a.m. UTC on Dec. 16, 2024, and on the TSX Venture Exchange at 9:30 a.m. ET on Dec. 16, 2024.

Panmure Liberum Ltd. acted as nominated adviser, joint bookrunner and joint broker, alongside Canaccord Genuity Ltd., which also acted as joint bookrunner and joint broker on the United Kingdom placing.

Landsbankinn hf, Acro vertbref hf and Fossar fjarfestingarbanki hf acted as joint bookrunners on the Icelandic placing and Landsbankinn acted as underwriter.

Eldur Olafsson, chief executive officer of Amaroq, commented: "I would like to thank all investors, both existing and new, for their strong support in this significantly oversubscribed fundraising. With a number of exciting catalysts ahead of us, including the expected optimization and ramp-up to commercial production at Nalunaq and advancement of our wider exploration program, we look forward to providing further updates on key operational work streams in due course."

Application for admission

Applications will be made for admission of the fundraising shares to trading on: (a) the AIM; (b) Icelandic exchange; and (c) the TSX-V, with listing subject to the conditional approval of the TSX-V and the company satisfying all of the requirements of the TSX-V. It is currently expected that admission will become effective and that dealings in the fundraising shares will commence on the AIM at 8 a.m. GMT on Dec. 16, 2024, on the Icelandic exchange at 9:30 a.m. UTC on Dec. 16, 2024, and on the TSX-V at 9:30 a.m. ET on Dec. 16, 2024 (or in each case such other date as may be agreed between the company and the United Kingdom joint bookrunners).

The fundraising shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing common shares of the company, including the right to receive all dividends and other distributions thereafter declared, made or paid on the enlarged share capital from admission.

Total voting rights

Following the admission of the Icelandic placing shares, the United Kingdom placing shares and the Canadian subscription shares, 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 or the Icelandic Act No. 20/2021 on Disclosure Obligations of Issuers and Notifications on Major Holdings.

Director participation and related party transaction

Amaroq director Eldur Olafsson has participated in the Canadian subscription, acquiring a total of 582,690 new common shares representing gross proceeds of approximately 500,000 British pounds ($890,000; 88.2 million Icelandic kronur) through Vatnar hf. The notification set out below is made in accordance with the requirements of the United Kingdom Market Abuse Regulation. Following admission Mr. 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 one million British pounds ($1.78-million; 176.4 million Icelandic kronur) through Klettar fjarfestingar ehf. The notification set out below is made in accordance with the requirements of the United Kingdom Market Abuse Regulation. Following admission, Mr. 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 100,000 British pounds ($180,000; 17.6 million Icelandic kronur) through Livermore Strategic Opportunities LP. The notification set out below is made in accordance with the requirements of the United Kingdom Market Abuse Regulation. Following admission, Mr. Neuhauser will be interested in a total of 14,726,362 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, 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 per cent of the company's market capitalization. The company did not file a material change report at least 21 days prior to the expected 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.

Mr. Olafsson, Mr. Thorkelsson and Mr. Neuhauser, by virtue of their respective positions as directors in the company, are classified as related parties of the company; and their participation in the fundraising is considered a related party transaction under Rule 13 of the AIM rules.

The independent directors consider, having consulted with Panmure Liberum, the company's nominated adviser, that the terms of the participation by Mr. Olafsson, Mr. Thorkelsson and Mr. Neuhauser are fair and reasonable insofar as shareholders are concerned.

We seek Safe Harbor.

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