Mr. Eldur Olafsson
reports
CLOSING OF STRATEGIC ACQUISITIONS, TOTAL VOTING RIGHTS, AND NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
Amaroq Ltd. has closed the previously announced acquisitions of the entire issued share capital of Black Angel Mining AS from FBC Mining (BA) Ltd. and of the Kangerluarsuk licences from 80 Mile PLC, together creating the West Greenland Hub.
As consideration for the acquisitions, the company issued 7,654,222 common shares of the company to FBC Mining (the Black Angel closing shares") and 392,939 common shares of the company to 80 Mile (the Kangerluarsuk closing shares).
As previously announced, the acquisition of Black Angel represented a related party transaction for the purposes of AIM (Alternative Investment Market) Rule 13 of the AIM Rules for Companies and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and is also considered a transaction with a non-arm's-length party within the meaning of the TSX Venture Exchange, by virtue of the fact that the ultimate parent company of Black Angel, BAMAS ehf, is controlled by certain directors of Amaroq.
Pursuant to MI 61-101, related party transactions require a formal valuation and minority shareholder approval unless exemptions from these requirements are available. With respect to the Black Angel acquisition, 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 neither the fair market value of the subject matter of nor the fair market value of the consideration for the transaction, insofar as it involves interested parties, exceeds 25 per cent of the company's market capitalization.
Following the issuance of the closing shares, the beneficial ownership in Amaroq shares of the directors who also hold an interest in FBC Mining will be as follows.
Application has been made for the admission of the Black Angel closing shares and the Kangerluarsuk closing shares to trading on: (a) the AIM; and (b) the Icelandic Exchange. Admission is expected to take place on the AIM at 8 a.m. GMT on Dec. 30, 2025, and on the Icelandic Exchange at 9:30 a.m. UTC on Dec. 30, 2025. The listing of the Black Angel closing shares and the Kangerluarsuk closing shares on the TSX-V remains subject to the final approval of the TSX-V.
The Black Angel closing shares and the Kangerluarsuk closing shares were issued to persons outside of Canada pursuant to an exemption from the prospectus requirements in Canada available under OSC Rule 72-503, Distributions Outside Canada; and, accordingly, the Black Angel closing shares and the Kangerluarsuk closing shares are not subject to a four-month hold period in Canada.
The company also confirms that an additional 562,449 common shares of the company were issued under the company's share-based incentive plans. None of the shares issued under these plans were allocated to PDMRs (persons discharging managerial responsibilities).
Following the issue of common shares under the company's share-based incentive plans and the closing shares, the company's issued share capital will consist of 463,648,822 common shares of no par value, each carrying one voting right.
Given that 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 whether they are required to notify their interest in or a change in interest in the share capital of the company.
About Amaroq
Ltd.
Amaroq's 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 Nalunaq gold mine. 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 is continued under the Business Corporations Act (Ontario) and wholly owns Nalunaq AS, incorporated under the Greenland Companies Act.
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