Mr. Eldur Olafsson reports

CLOSING OF FUNDRAISING AND ADMISSION

Further to its announcements on Dec. 3 and Dec. 4, 2024, Amaroq Minerals Ltd. has closed its fundraising pursuant to which it raised gross proceeds of approximately 27.5 million British pounds ($49-million; 4.8 billion Icelandic kronur) through a placing of 9,150,927 common shares of the company pursuant to the United Kingdom placing, 20,100,648 common shares of the company pursuant to the Icelandic placing and 2,783,089 common shares of the company pursuant to the Canadian subscription, which have been issued and will be admitted to trading on the AIM (Alternative Investment Market), Nasdaq Iceland's main market and the TSX Venture Exchange. A total of 32,034,664 new common shares have been placed as part of the fundraising.

Following admission, 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 and the Icelandic Act No. 20/2021 on disclosure obligations of issuers and notifications on major holdings.

The fundraising shares will be subject to statutory resale (hold) restrictions for a period of four months and one day in Canada under the applicable Canadian securities laws, which will expire on April 18, 2025. Such restrictions shall not apply to any fundraising shares acquired outside of Canada.

Net proceeds from the fundraising will be used to strengthen the company's working capital position whilst Nalunaq is in commissioning phase and accelerate growth opportunities within the company's portfolio of assets in Greenland. More specifically, the net proceeds from the fundraising will be to finance further resource drilling at Nalunaq to expand 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 in Nalunaq and advancement of the company's strategic portfolio, alongside joint venture partners with further target exploration, and to provide additional working capital.

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. 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. 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. Following admission, Mr. Neuhauser will be interested in a total of 14,738,462 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 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.

Panmure Liberum acted as nominated adviser, joint bookrunner and joint broker, alongside Canaccord, which also acted as joint bookrunner and joint broker on the United Kingdom placing. Landsbankinn, Acro and Fossar acted as joint bookrunners on the Icelandic placing and Landsbankinn acted as underwriter. In consideration for their services, Panmure Liberum, Canaccord, Landsbankinn, Acro and Fossar received a cash commission equal to $1,857,555.23, consisting of: (i) a total of $274,003.23 (154,098.88 British pounds) to Panmure Liberum and Canaccord, representing a 4.0-per-cent base commission, 1.0-per-cent discretionary commission and a 0.25-per-cent settlement commission for the United Kingdom placing, including a corporate finance fee of $124,467.00 (70,000 British pounds) payable to Panmure Liberum; and (ii) a total of $1,049,841 to Landsbankinn, Acro and Fossar, representing a total of 3.4-per-cent commission for the Icelandic placing, in addition to a $533,711 underwriting fee payable to Landsbankinn.

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

We seek Safe Harbor.