Closing of Fundraising, Admission, and VCP Awards

TORONTO, ONTARIO, Feb. 23, 2024 (GLOBE NEWSWIRE) — THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES SECTION WITHIN THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF AMAROQ MINERALS LTD.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION NO 596/2014, WHICH IS PART OF ICELANDIC LAW BY VIRTUE OF THE ACT NO 60/2021 ON MEASURES AGAINST MARKET ABUSE AND THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014, WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Amaroq Minerals Ltd.

(“Amaroq” or the “Company”)

Closing of Fundraising, Admission, and VCP Awards

TORONTO, ONTARIO – 23 February 2024 – Amaroq Minerals Ltd. (AIM, TSX-V, NASDAQ Iceland: AMRQ), an independent mining company with a substantial land package of gold and strategic energy transition mineral assets in Southern Greenland, today announces further to its announcements on 12 and 13 February 2024, the closing of its fundraising pursuant to which it raised net proceeds of approximately £44 million (C$75 million, ISK 7.6 billion) through a placing of 9,955,686 common shares of the Company pursuant to the UK 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 today have been issued and will be admitted today to trading on AIM, Nasdaq Iceland’s main market, and the TSX-V. 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 24 June, 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 funding to accelerate exploration during 2024 across the Company’s Vagar, Nanoq and Gardaq JV licences, further advance exploration at the Company’s Vagar and Nanoq licenses and to fund an additional capital injection into its Gardaq joint venture.

Amaroq director, Sigurbjorn Thorkelsson, participated in the Canadian Subscription for an aggregate of 2,700,000 Canadian Subscription Shares for gross proceeds of £2.0 million (equivalent to approx. C$3.4 million or ISK 343 million) via 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 (“MI 61-101”) 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% 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 UK 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 C$2,492,180.48, consisting of (i) C$286,145.31 (£168,360.39) to Stifel, representing a corporate finance fee of C$118,972 (£70,000), a 4.0% base commission, 1.0% discretionary commission and a 0.5% settlement commission for the UK Placing and (ii) a total of C$2,206,035.16 to Landsbankinn and Fossar, representing a total of 2.75% commission payable to Landsbankinn and Fossar for the Icelandic Placing and a C$509,880 underwriting fee payable to Landsbankinn.

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

Awards under Restricted Share Unit Plan (the “RSU”)

On 23 February 2024, in alignment with the Company’s RSU plan dated 15 June 2023, the Company granted an award (the “Award”) to directors and employees of the Company as listed below.

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

Full details of the RSU Plan are available on the Company’s website at https://www.amaroqminerals.com/about/corporate-governance/.

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

The details of the Award are as follows:

Award Date 23 February 2024
Initial Price CAD 0.552
Hurdle Rate 10% p.a. above the Initial Price
Total Pool 10% of the growth in value above the Hurdle rate, not exceeding 10% of the Company’s share capital
The number of shares is determined at the Measurement Dates
Participant proportions and Number of shares
subject to RSU
Eldur Olafsson, CEO                        40%        3,805,377 shares
Jaco Crouse, CFO                        20%        1,902,688 shares
Joan Plant, Executive VP                10%        951,344 shares
James Gilbertson, VP Exploration        10%        951,344 shares
Edward Wyvill, Corporate Development        10%        951,344 shares

First Measurement Date: 31 December 2023
50% of the Shares will vest on the first anniversary of grant, with the remaining 50% vesting on the third anniversary of grant.

Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Company’s Fundraising announcement dated 12 February 2024.

Enquiries:

Amaroq Minerals Ltd.

Eldur Olafsson, Executive Director and CEO
[email protected]

Eddie Wyvill, Corporate Development
+44 (0)7713 126727
[email protected]

Stifel Nicolaus Europe Limited (Joint Bookrunner, Nominated Adviser and Joint Broker)

Callum Stewart
Varun Talwar
Simon Mensley
Ashton Clanfield
+44 (0) 20 7710 7600

Landsbankinn hf. (Joint Bookrunner and Underwriter)

Ellert Arnarson
+354 410 4000

Fossar Investment Bank hf. (Joint Bookrunner)

Þórður Ágúst Hlynsson
Þórunn Ólafsdóttir
+354 522 4000

Camarco (Financial PR)

Billy Clegg
Elfie Kent
Charlie Dingwall
+44 (0) 20 3757 4980

For Company updates:
Follow @Amaroq_minerals on X (Formerly known as Twitter)

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IMPORTANT NOTICES

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain an invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America, Australia, The Republic of South Africa (“South Africa”), Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (collectively, the “United States”)), Iceland, Australia, Canada, South Africa, Japan or any other jurisdiction in which such offer or solicitation would be unlawful or to any person to whom it is unlawful to make such offer or solicitation.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, or under the securities laws of Iceland, Australia, Canada, South Africa, Japan, or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Iceland, Australia, Canada, South Africa or Japan (as the case may be). No public offering of securities is being made in the United States, Iceland, Australia, Canada, South Africa, Japan or elsewhere.

No action has been taken by the Company, Stifel, Landsbankinn, Fossar, or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, consultants, advisers and/or agents (collectively, “Representatives”) that would permit an offer of the Fundraising Shares or possession or distribution of this Announcement or any other publicity material relating to such Fundraising Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

This Announcement, as it relates to the UK placing, is directed at and is only being distributed to: (a) if in a member state of the EEA, persons who are qualified investors (“EEA Qualified Investors”), being persons falling within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”); or (b) if in the United Kingdom, persons who are qualified investors (“UK Qualified Investors”), being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), and who are (i) persons falling within the definition of “investment professional” in Article 19(5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) persons who fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (c) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (a), (b) and (c) together being referred to as “Relevant Persons”).

The Fundraising Shares have not been qualified for distribution by prospectus in Canada and may not be offered or sold in Canada except in reliance on exemptions from the requirements to provide the relevant purchaser with a prospectus and, as a consequence of acquiring securities pursuant to this exemption or exemptions, certain protections, rights and remedies provided by the applicable Canadian securities laws will not be available to the relevant purchaser. 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 and any resale of the Common Shares must be made in accordance with such resale restrictions or in reliance on an available exemption therefore. Such restrictions shall not apply to any Fundraising Shares acquired outside of Canada.

No other person should act on or rely on this Announcement, as it relates to the UK placing, and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Fundraising relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the UK Placing or the Fundraising, other than in relation to admission to trading in Iceland, and no such prospectus is required (in accordance with either the EU Prospectus Regulation for the purpose of the offer or sale of the Fundraising Shares, the UK Prospectus Regulation or Canadian securities laws) to be published. The offering as it relates to the Icelandic Placing is subject to the exemptions from the obligation to publish a prospectus provided for in Articles 1(4)(a) and 1(4)(b) of the EU Prospectus Regulation, which has been transposed into Icelandic law by virtue of the Act No 14/2020. In relation to admission to trading in Iceland a Supplementary Prospectus (consisting of a Supplement to a Registration Document from 12 September 2023, a Securities Note and a Summary) was approved by the Financial Supervisory Authority of the Central Bank of Iceland and published in the public domain on 21 February 2024.

Stifel, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company and for no one else in connection with the UK Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the UK Placing and will not be responsible to anyone other than the Company in connection with the UK Placing or for providing the protections afforded to their clients or for giving advice in relation to the UK Placing, the Fundraising or any other matter referred to in this Announcement. The responsibilities of Stifel, as nominated adviser, are owed solely to the London Stock Exchange and are not owed to the Company or to any director or any other person and accordingly no duty of care is accepted in relation to them. No representation or warranty, express or implied, is made by Stifel as to, and no liability whatsoever is accepted by Stifel in respect of, any of the contents of this Announcement (without limiting the statutory rights of any person to whom this Announcement is issued).

Landsbankinn, which is authorised and regulated by the Financial Supervisory Authority of the Central Bank of Iceland, is acting exclusively for the Company and for no one else in connection with the Icelandic Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Icelandic Placing and will not be responsible to anyone other than the Company in connection with the Icelandic Placing or for providing the protections afforded to their clients or for giving advice in relation to the Icelandic Placing, the Fundraising or any other matter referred to in this Announcement. Some Icelandic Placees may, however, be customers of Landsbankinn.

Fossar, which is authorised and regulated by the Financial Supervisory Authority of the Central Bank of Iceland, is acting exclusively for the Company and for no one else in connection with the Icelandic Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Icelandic Placing and will not be responsible to anyone other than the Company in connection with the Icelandic Placing or for providing the protections afforded to their clients or for giving advice in relation to the Icelandic Placing, the Fundraising or any other matter referred to in this Announcement. Some Icelandic Placees may however be customers of Fossar.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Stifel, Landsbankinn and/or Fossar (apart from in the case of Stifel the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended (“FSMA”) or the regulatory regime established thereunder) and/or by any of their respective affiliates and/or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of Stifel, Landsbankinn and/or Fossar and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the UK Placing Shares, the UK Placing, the Common Shares or any part of the Fundraising and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Stifel, Landsbankinn and/or Fossar and/or any of their respective affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute a recommendation concerning any investor’s options with respect to the UK Placing or any part of the Fundraising. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the UK Placing Shares or the Common Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Any indication in this Announcement of the price at which the Company’s shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

All offers of the Fundraising Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

The Fundraising Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than AIM, the TSX-V and Nasdaq Iceland’s main market.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This Announcement includes statements that are, or may be deemed to be, “forward-looking statements”. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “aims”, “anticipates”, “believes”, “could”, “envisages”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “should”, “targets” or “will” or, in each case, their negative or other variations or comparable terminology. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and factors which are beyond the Company’s control. The actual results, performance or achievements of the Company or developments in the industry in which the Company operates may differ materially from the future results, performance or achievements or industry developments expressed or implied by the forward-looking statements contained in this Announcement. The forward-looking statements contained in this Announcement speak only as at the date of this Announcement. The Company undertakes no obligation to update or revise publicly the forward-looking statements contained in this Announcement, except as required in order to comply with its legal and regulatory obligations.

Attachment

  • Amaroq – Closing of Fundraising, Admission, and VCP Awards

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