REG-Closing of Strategic Acquisitions, Total Voting Rights, and Notification of Transactions of Persons Discharging Managerial Responsibilities
23/12/2025 07:00
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Reykjavík, Dec. 23, 2025 (GLOBE NEWSWIRE) --
Amaroq Ltd.
(“Amaroq” or the “Company”)
Closing of Strategic Acquisitions, Total Voting Rights, and Notification of
Transactions of Persons Discharging Managerial Responsibilities (PDMR)
TORONTO, ONTARIO – 23 December 2025 – Amaroq Ltd. (AIM, TSX-V, NASDAQ
Iceland: AMRQ, OTCQX: AMRQF), an independent mine development corporation
focused on unlocking Greenland’s mineral potential, is pleased to announce
the closing of the previously announced acquisitions of the entire issued
share capital of Black Angel Mining A/S (“Black Angel”) from FBC Mining
(BA) Limited (“FBC Mining”) and of the Kangerluarsuk licences from 80 Mile
plc, (the “Acquisitions”) 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 plc (the “Kangerluarsuk
Closing Shares”) (together the “Closing Shares”).
As previously announced, the acquisition of Black Angel represented a related
party transaction for the purposes of AIM Rule 13 of the AIM Rules for
Companies and Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101"), and is also considered
a transaction with a Non-Arm’s Length Party within the meaning of the TSX
Venture Exchange ("TSX-V"), by virtue of the fact that the ultimate parent
company of Black Angel, BAMAS ehf. (“BAMAS”), 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% of the Company’s market
capitalisation.
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:
Director Shares held (directly & indirectly) % of ISC
Eldur Olafsson 16,031,691 3.46
Sigurbjorn Thorkelsson 13,616,139 2.94
Graham Stewart 2,982,537 0.64
Application has been made for the admission (“Admission”) of the Black
Angel Closing Shares and the Kangerluarsuk Closing Shares to trading on (a)
AIM; and (b) Icelandic Exchange. Admission is expected to take place on AIM at
8.00 a.m. GMT on 30 December 2025, on the Icelandic Exchange at 9.30 a.m. UTC
on 30 December 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.
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.
Enquiries:
Amaroq Ltd.
Ed Westropp, Head of BD and Corporate Affairs
+44 (0)7385 755711
ewe@amaroqminerals.com
Eddie Wyvill, Corporate Development
+44 (0)7713 126727
ew@amaroqminerals.com
Panmure Liberum Limited (Nominated Adviser and Corporate Broker)
Scott Mathieson
Freddie Wooding
+44 (0) 20 7886 2500
Canaccord Genuity Limited (Corporate Broker)
James Asensio
Harry Rees
+44 (0) 20 7523 8000
Camarco (Financial PR)
Billy Clegg
Elfie Kent
Fergus Young
+44 (0) 20 3757 4980
Further Information:
About Amaroq
Amaroq’s 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 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 A/S, incorporated under the Greenland 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 does not contain inside information.
Notification of Transactions of Persons Discharging Managerial
Responsibilities (PDMR)
1. Details of the person discharging managerial responsibilities / person closely associated
a) Name Graham Stewart
2. Reason for the Notification
a) Position/status Non-Executive Chairman
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Amaroq Ltd.
b) LEI 213800Q21S5JQ6WKCE70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Common shares of no par value in Amaroq Ltd.
Identification code ISIN: CA02311U1030
b) Nature of the transaction Increase in indirect beneficial interest arising from the issuance of Black Angel Closing Shares to FBC Mining (BA) Ltd., an entity ultimately controlled in part by the PDMR.
c) Price(s) and volume(s) Price(s) Volume(s) N/A 653,181
d) Aggregated information: ·Aggregated volume ·Price 653,181 N/A
e) Date of the transaction 22/12/2025
f) Place of the transaction XOFF
1. Details of the person discharging managerial responsibilities / person closely associated
a) Name Eldur Olafsson
2. Reason for the Notification
a) Position/status Chief Executive Officer
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Amaroq Ltd.
b) LEI 213800Q21S5JQ6WKCE70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Common shares of no par value in Amaroq Ltd.
Identification code ISIN: CA02311U1030
b) Nature of the transaction Increase in indirect beneficial interest arising from the issuance of Black Angel Closing Shares to FBC Mining (BA) Ltd., an entity ultimately controlled in part by the PDMR.
c) Price(s) and volume(s) Price(s) Volume(s) N/A 3,281,831
d) Aggregated information: ·Aggregated volume ·Price 3,281,831 N/A
e) Date of the transaction 22/12/2025
f) Place of the transaction XOFF
1. Details of the person discharging managerial responsibilities / person closely associated
a) Name Sigurbjorn Thorkelsson
2. Reason for the Notification
a) Position/status Non-Executive Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Amaroq Ltd.
b) LEI 213800Q21S5JQ6WKCE70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Common shares of no par value in Amaroq Ltd.
Identification code ISIN: CA02311U1030
b) Nature of the transaction Increase in indirect beneficial interest arising from the issuance of Black Angel Closing Shares to FBC Mining (BA) Ltd., an entity ultimately controlled in part by the PDMR.
c) Price(s) and volume(s) Price(s) Volume(s) N/A 1,578,499
d) Aggregated information: ·Aggregated volume ·Price 1,578,499 N/A
e) Date of the transaction 22/12/2025
f) Place of the transaction XOFFRecent news on Amaroq
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