Amendments and Conversion of Convertible Notes

Amaroq

04/10/2024 11:52

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Reykjavik, Oct. 04, 2024 (GLOBE NEWSWIRE) -- (“Amaroq” or the
“Corporation” or the “Company”)

Amendments and Conversion of Convertible Notes

TORONTO, ONTARIO – 4 October 2024 - Amaroq Minerals Ltd. (AIM, TSXV, NASDAQ
Iceland: AMRQ), an independent mine development company with a substantial
land package of gold and strategic mineral assets in Southern Greenland,
announces that the Company has entered into an agreement with the holders of
its US$22.4m convertible notes due 2027 to convert the notes into new common
shares, in order to simplify the Company’s capital structure, reduce cash
interest costs and permit future financial flexibility.

The Convertible Notes were issued and previously disclosed on September 1,
2023. The Company has amended the Convertible Notes to permit the payment of
the outstanding interest and commitment fees in common shares of the Company
(“Common Shares”) at a conversion price equal to closing price of the
Common Shares on the TSX Venture Exchange (“TSXV”) on the trading day
immediately prior to such conversion. The amendments to the Convertible Notes
are subject to final TSXV approval.

The Company further announces that the holders of the Convertible Notes have
elected to convert all of the outstanding principal of the Convertible Notes
into 33,629,068 Common Shares (the “Principal Conversion Shares”) at a
conversion price of C$0.90 (£0.525) per Principal Conversion Share and all of
the outstanding interest of the Convertible Notes into 1,293,356 Common Shares
(the “Interest Conversion Shares”) at a conversion price of C$1.3 (£0.73)
per Interest Conversion Shares (the “Interest Conversion”).

The Company and the holders of the Convertible Notes also agreed to make 70%
of the total amount of the outstanding commitment fee immediately payable. The
holders of the Convertible Notes have elected to convert such commitment fee
payable into 3,307,502 Common Shares (the “Commitment Fee Conversion
Shares”) in aggregate, at a conversion price of C$1.3 (£0.73) per
Commitment Fee Conversion Share (the “Commitment Fee Conversion”).

Subject to the consent of the TSXV, the Company expects to issue the Principal
Conversion Shares, Interest Conversion Shares and Commitment Fee Conversion
Shares in October 2024.

The Interest Conversion and Commitment Fee Conversion are treated as a
“Shares for Debt” transaction under Policy 4.3 of the TSXV, and the
interest and commitment fees payable shall be settled in consideration for the
Interest Conversion Shares and Commitment Fee Conversion Shares. Completion of
the Interest Conversion and Commitment Fee Conversion are subject to the
approval of the TSXV.

Related Party Transactions

The “related party transaction” requirements under Policy 5.9 of the TSXV
and Multilateral Instrument 61-101 – Protection of Minority Security Holders
in Special Transactions ("MI 61-101") do not apply as the Interest Conversion
and Commitment Fee Exemption meets the exemption set forth under Section
5.1(h)(iii) of MI 61-101.

For the purposes of the AIM Rules for Companies, ECAM LP is a related party of
Amaroq. ECAM LP is an affiliate of GCAM LP, which owns a 49% interest in
Gardaq A/S, an Amaroq subsidiary, and has appointed two directors to the
subsidiary company board.
As such, the elements of the Interest Conversion and Commitment Fee Conversion
(US$ 3,118,728) constitute Related Party Transactions in accordance with AIM
Rule 13.

The Directors consider, having consulted with the Company's Nominated Adviser,
that the terms of the transaction are fair and reasonable insofar as the
Company's shareholders are concerned.

Enquiries:

Amaroq Minerals Ltd. 
Eldur Olafsson, Executive Director and CEO
eo@amaroqminerals.com 

Eddie Wyvill, Corporate Development
+44 (0)7713 126727
ew@amaroqminerals.com

Stifel Nicolaus Europe Limited (Nominated Adviser and Joint Broker)
Callum Stewart
Varun Talwar
Simon Mensley
Ashton Clanfield
+44 (0) 20 7710 7600 

Panmure Liberum (UK) Limited (Joint Broker)
Scott Mathieson
Kieron Hodgson
+44 (0) 20 7886 2500

Camarco (Financial PR)
Billy Clegg
Elfie Kent
Fergus Young
+44 (0) 20 3757 4980 

For Company updates:
Follow @Amaroq_minerals on X (Formerly known as Twitter)
Follow Amaroq Minerals Inc. on LinkedIn

Further Information: 

About Amaroq Minerals 

Amaroq Minerals' principal business objectives are the identification,
acquisition, exploration, and development of gold and strategic metal
properties in South Greenland. The Company's principal asset is a 100%
interest in the past producing Nalunaq Gold mine which is due to go into
production towards the end of 2024. 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 Minerals is continued under the Business
Corporations Act (Ontario) and wholly owns Nalunaq A/S, incorporated under the
Greenland Public Companies Act.

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

Inside Information

This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No. 596/2014 on Market Abuse ("UK MAR"),
as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018, and Regulation (EU) No. 596/2014 on Market Abuse
("EU MAR")