REG-Q2 2025 Financial Results
14/08/2025 07:00
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Reykjavík, Aug. 14, 2025 (GLOBE NEWSWIRE) -- ("Amaroq" or the "Company")
Q2 2025 Financial Results
Maiden revenue and good operational progress across all commissioning
activities at Nalunaq gold mine
TORONTO, ONTARIO – 14 August 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
its Q2 2025 Financial Results. All dollar amounts are expressed in Canadian
dollars unless otherwise noted.
A remote presentation for analysts and investors will be held later today at
9:30am BST, details of which can be found further down in this announcement.
Eldur Olafsson, CEO of Amaroq, commented:
“I am pleased to report good progress across all of the commissioning
activities at our Nalunaq mine, as we continued the trial mining, on-going
construction and commissioning of the processing plant, development of
essential infrastructure, as well as stabilization of process plant operating
activities. By the end of Q2-25, we had reached two significant milestones,
with the first shipment and export of gold doré bars and the associated
maiden revenue from operations of C$3.4 million. In terms of commissioning
progress, I am very encouraged that in Q2-25, we achieved an average of 3.6x
more processing throughput versus Q1-25 and mining ore production was 2.6x
better in Q2-25 versus Q1-25. I am pleased to note that this trend has
continued in the third quarter, with a further 36kg of doré bars in the safe
at site, at the time of writing.
“In June 2025, we successfully completed an oversubscribed and upsized £45
million equity fundraise, following significant reverse interest from
international institutional investors. Alongside the fundraise we announced
the acquisition of the West Greenland Hub, a new mining province for the
Company in Greenland. The West Greenland Hub contains the previously producing
Black Angel mine and Kangerluarsuk licences and crystallises our position as
the largest acreage holder in Greenland, as well as geographically
diversifying our operations into this highly prospective new area in the north
west of Greenland.
“With good commissioning progress to date, coupled with the flexibility
provided by the enhanced liquidity position following the upsized fundraise;
management have decided to bring forward certain construction and
commissioning activities for the installation of the flotation recovery (Phase
2) systems, into Q3 and Q4 2025. This will require a period of shut down at
the processing facility to accommodate these activities but will enable
critical work to be completed before winter, when operating conditions are
more challenging, however mining will continue as normal. Once completed, the
processing facility will be calibrated to higher recovery rates, enabling
higher cash generation from the facility, which will be further enhanced once
it is running at the nameplate throughput of 300 t/d, which remains our target
by year end 2025. The additional proposed construction and commissioning
activities in Q3 and Q4-25 means we are targeting production for the year of
approximately 5koz of gold for the full year 2025.
“During the Period, we also completed the planning and scheduling for all of
our seasonal exploration field work activities across the gold and strategic
mineral asset base, this includes a comprehensive, multi-rig drilling
programme at Nalunaq, targeting continued resource expansion, with up to 3,500
metres of surface drilling and near-continuous underground drilling planned,
as well as at Nanoq, the analogous gold prospect east of Nalunaq within the
Nanortalik gold belt, with approximately 5,000 metres of core drilling to
advance towards a maiden Mineral Resource Estimate, as well as operations to
expand our understanding across existing and new satellite gold targets within
the Nanortalik gold belt.”
Q2 2025 Corporate Highlights
* Maiden revenue of $3.4 million in Q2 2025, following the first commercial
sale of gold doré bars from the Nalunaq mine.
* Successfully completed an oversubscribed and upsized equity fundraise in
June 2025, raising gross proceeds of approximately £45.0 million. * In June
2025, Amaroq announced the proposed acquisitions of the past producing Black
Angel mine and Kangerluarsuk licences to create a West Greenland Hub.
* In May 2025, Amaroq signed a non-binding heads of terms with JLE Group Ltd
to establish a special purpose vehicle and create a joint venture company to
be called Suliaq ApS, dedicated to the provision of essential services,
supplies and supporting assets to Greenland’s growing mining sector and
wider economy.
* Amaroq group liquidity of $75.0 million, at period end, consisting of cash
balances of $86.0 million, an undrawn revolving credit facility of $8.9
million less trade payables of $19.8 million ($23.4 million as at 31 March
2025).
Q2 2025 Operational Highlights
* Completion of first commercial shipments and export of doré bars containing
808 ounces of gold.
* Gold doré bars containing 724 ounces of gold were shipped to a refinery
facility in Switzerland, and subsequently sold to Auramet for gross proceeds
of $ 3.4 million.
* The Company further shipped 84 ounces of gold to a specialised refinery in
the UK for further refining and accreditation as Single Mine Origin
(“SMO”) gold, which will be available for purchase by the local
Greenlandic population and jewellery makers.
* In May 2025, Amaroq announced the results of its successful 2024 exploration
results across the Company’s strategic minerals portfolio JV, Gardaq AS.
* Operations at Nalunaq continue to ramp up and remain on track to reach
nameplate processing capacity of 300 t/d by the end of the year.
Commissioning and Outlook Highlights
* Significant operational progress throughout Q2-25 has continued into Q3-25.
* With continued up-time in mine development rates and processing throughput
of ~145 t/d in July 2025 on a single shift due to continued construction and
commissioning work, the Company continues to target a run rate production of
300 t/d by the end of 2025.
* Enhanced liquidity post fundraise has enabled the Company to bring forward
certain construction and commissioning activities for the installation of
flotation recovery (Phase 2) into the third quarter of 2025, which will
require a short period of shut down at the processing facility, however mining
will continue as normal.
* Once these activities are completed the processing facility will be
calibrated to higher recovery rates, enabling higher cash generation from the
facility, which will be further enhanced once it is running at nameplate
throughput of 300 t/d.
* As a result of having the flexibility to bring forward this Phase 2 work,
and the subsequent period of shut down, the Company is targeting full year
production of approximately 5koz for the full year 2025.
Post Period Corporate Highlights
* On 1 July 2025, Amaroq commenced trading on the OTCQX, enabling higher
transparency and trading opportunities for investors in the U.S.
* In July 2025, Amaroq commenced its 2025 exploration campaign, one of the
most ambitious and wide-ranging programs in Amaroq’s history.
* On 15 July 2025, the Company changed its name from “Amaroq Minerals
Ltd.” to “Amaroq Ltd.”
* At Nanoq, a large multi-rig programme was mobilised post period end, with
operations commencing in August 2025. This programme will include the
construction of a ~40-person camp.
* Post period, Amaroq published its inaugural Sustainability Report,
highlighting the Company’s commitment to responsible development across four
key areas: corporate governance, our environment, our people, and our
community. The report is available on the Company’s website at
https://www.amaroqminerals.com/responsibility/#tab-sustainabilityreport .
Services and Renewable Energy business lines
Alongside the Company’s focus on its two key pillars of mining development
and exploration, below is an update on the two mining associated business
units:
* Suliaq ApS - During Q2-25, the Company incorporated a subsidiary entity
called Suliaq ApS in order to create a standalone business which will look to
take advantage of the increased interest in mining and infrastructure in
Greenland, through the provision of Amaroq’s equipment and services,
generating additional revenue. In addition, on 28 May 2025, the Company signed
a non-binding head of terms with JLE, whereby JLE will invest £4.0 million,
by way of an equity contribution in exchange for a 10% shareholding in the
subsidiary company, with Amaroq holding 90%. JLE has the option to increase
its investment up to a total of £12.0 million, structured in additional
tranches of £4.0 million, which will result in proportional increases in
JLE’s equity stake in the company. During the second half of 2025 a Board
and management team will be put in place and initial contracts for the rental
of equipment and services to third parties and other companies controlled by
the Company, will be finalised.
* Renewable energy generation – Power generation and energy provision are
some of the most expensive and polluting cost items within remote mining
operations. To de-risk the future life of mine at Nalunaq, whilst at the same
time investing in technologies to power the future mines, the Corporation is
in advanced plans for the construction of at least one mega watt (“MW”) of
hydro power, within close proximity of Nalunaq. During the second half of
2025, following the request for the trial pit investigation licence in July
2025, designs will be finalised and tenders for turbine, generator,
transformer, powerhouse & penstock will be solicited, ahead of the publication
of the prefeasibility report and application for the project to take place
within the existing Nalunaq Mine Plan framework by the end of 2025, allowing
for construction and power generation in 2026. It is anticipated that by year
end 2025, the hydro electric business will be formally incorporated in
Greenland, under the name IMEQ ApS.
Strategic Acquisitions and West Greenland Hub
Further to the announcement on 11 June 2025, the Company has signed the asset
purchase agreement for the acquisition of the Kangerluarsuk licences from 80
Mile plc (and Disko Exploration Ltd). Preparations for completion are
underway. For the Black Angel transaction with FBC Mining (BA) Limited, which
includes the former producing mine and associated infrastructure, the parties
are progressing the agreed conditions precedent. On completion, these
acquisitions will form the West Greenland Hub as previously outlined.
Update on Impact Benefit Agreement
Additionally, the Company provides an update on the progress of the Impact
Benefit Agreement (IBA).
Amaroq has been actively working in collaboration with the Government of
Greenland and Kommune Kujalleq to advance the IBA. However, due to the
Government of Greenland’s need to address competing priorities, and in
recognition of these circumstances, an extension of the deadline to 31
December 2025 has been agreed. Amaroq remains fully committed to its
collaborative approach to ensure the IBA reflects the shared objectives of all
parties. This delay to the formalization of the IBA will not impact current
and future operations.
Details of conference call
A conference call for analysts and investors will be held this morning at
9:30am BST, including a management presentation and Q&A session.
To join the meeting, please register at the below link:
https://us06web.zoom.us/j/88070384541
Financial Results
Period ended June 30 , 202 5 Six Six
months months
202 5 202 4
$ $
Financial Results
Revenue 3,445,308 -
Cost of Sale (3,874,670) -
Selling, refining and royalty costs (196,203) -
Gross loss (625,565) -
Exploration and evaluation expenses (725,983) (748,040)
General and administrative expenses (9,517,159) (8,294,917)
Gain on lease modification 30,543 -
Foreign exchange gain (loss) 1,718,627 435,012
Interest income 120,243 41,192
Gardaq project management fees 1,257,538 1,214,894
Share of net losses of joint arrangement (714,208) (1,909,817)
Unrealised gain (loss) on derivative liability - 5,291,615
Finance costs (1,281,497) (18,132)
Net loss and comprehensive loss (10,044,723) (3,988,193)
Basic and diluted loss per share (0.025) (0.013)
Financial Position
As at
June 30 , 202 5 December 3 1 , 202 4
$ $
Financial Position
Cash 86,010,495 45,193,670
Inventory 15,213,555 10,182,744
Investment in equity-accounted joint arrangement 14,188,105 14,902,313
Total assets 342,020,663 255,976,986
Total current liabilities 60,170,699 46,973,753
Total non-current liabilities 8,075,788 7,845,657
Shareholders’ equity 273,774,176 201,157,576
Working capital (before convertible notes liability and loan payable) 99,470,230 47,525,515
Working capital (loan payable included) 59,221,096 18,903,783
Gold business liquidity 75,040,966 50,860,477
Enquiries:
Amaroq Ltd.
Eldur Olafsson, Executive Director and CEO
eo@amaroqminerals.com
Ed Westropp, Head of BD and Corporate Affairs
+44 (0)7385755711
ewe@amaroqminerals.com
Eddie Wyvill, Corporate Development
+44 (0)7713 126727
ew@amaroqminerals.com
Panmure Liberum Limited (Nominated Adviser and Corporate Broker)
Scott Mathieson
Nikhil Varghese
+44 (0) 20 7886 2500
Canaccord Genuity Limited (Corporate Broker)
James Asensio
Harry Rees
Tel: +44 (0) 20 7523 8000
Camarco (Financial PR)
Billy Clegg
Elfie Kent
Fergus Young
+44 (0) 20 3757 4980
amaroq@camarco.co.uk
For Company updates:
Follow @Amaroq Ltd.on X (Formerly known as Twitter)
Follow Amaroq Ltd. on LinkedIn
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.
Glossary
Au gold
g grams
g/t grams per tonne
km kilometres
koz thousand ounces
m meters
MRE3 Mineral Resource Estimate 2022
MRE4 Mineral Resource Estimate 2024
oz ounces
t tonnes
t/d Tonnes per day
t/m (3) tonne per cubic meter
USD/ozAu US Dollar per ounce of gold
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").
Qualified Person Statement
The technical information presented in this press release has been approved by
James Gilbertson CGeol, VP Exploration for Amaroq Ltd. and a Chartered
Geologist with the Geological Society of London, and as such a Qualified
Person as defined by NI 43-101.
Amaroq Ltd.
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2025
The attached financial statements have been prepared by Management of Amaroq
Ltd. and have not been reviewed by the auditor
As at As at
June 30, December 31,
Notes 2025 2024
$ $
ASSETS
Current assets
Cash 86,010,495 45,193,670
Sales tax receivable 137,327 163,611
Prepaid expenses and others 3 10,203,201 10,223,447
Interest receivable 107,500 114,064
Financial Asset - Related Party 6,18 7,719,717 -
Inventory 4 15,213,555 10,182,744
Total current assets 119,391,795 65,877,536
Non-current assets
Deposit 178,541 181,871
Escrow account for closure obligations 5 7,298,682 6,799,104
Financial Asset - Related Party 6,18 - 6,699,179
Investment in equity accounted joint arrangement 6 14,188,105 14,902,313
Mineral properties 7 48,683 48,683
Right of use asset 11.1 107,433 621,826
Capital assets 8 200,807,424 160,846,474
Total non-current assets 222,628,868 190,099,450
TOTAL ASSETS 342,020,663 255,976,986
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued liabilities 9 19,843,329 18,233,113
Loans payable 10 40,249,134 28,621,732
Lease liabilities – current portion 11 78,236 118,908
Total current liabilities 60,170,699 46,973,753
Non-current liabilities
Lease liabilities 11 74,609 591,805
Asset retirement obligation 12 8,001,179 7,253,852
Total non-current liabilities 8,075,788 7,845,657
Total liabilities 68,246,487 54,819,410
Equity
Capital stock 13 373,477,993 291,169,401
Contributed surplus 8,361,946 8,009,215
Accumulated other comprehensive loss (36,772) (36,772)
Deficit (108,028,991) (97,984,268)
Total equity 273,774,176 201,157,576
TOTAL LIABILITIES AND EQUITY 342,020,663 255,976,986
Subsequent events 21
The accompanying notes are an integral part of these unaudited condensed
interim consolidated financial statements.
Three months Six months
ended June 30, ended June 30,
Notes 2025 2024 2025 2024
$ $ $ $
Revenue
Revenue 3,445,308 - 3,445,308 -
Cost of Sales (3,874,670) - (3,874,670) -
Selling, refining and royalty costs (147,851) - (196,203) -
Gross loss (577,213) - (625,565) -
Expenses
Exploration and evaluation expenses 15 (532,563) 127,173 (725,983) (748,040)
General and administrative 16 (4,890,837) (4,335,691) (9,517,158) (8,294,917)
Foreign exchange gain 1,127,017 514,521 1,718,627 435,012
Operating loss (4,873,596) (3,693,997) (9,150,079) (8,607,945)
Other income (expenses)
Interest income 93,937 25,866 120,243 41,192
Gardaq Project management fees 18.1 613,985 578,568 1,257,538 1,214,894
Gain on lease modification - - 30,543 -
Loss on liability derecognition (307,263) - (307,263) -
Share of net loss of joint arrangement 6 (343,865) (1,263,385) (714,208) (1,909,817)
Unrealized gain on derivative liability - 9,591,828 - 5,291,615
Finance costs 17 (829,224) (9,558) (1,281,497) (18,132)
Net income (loss) and comprehensive income (loss) (5,646,026) 5,229,322 (10,044,723) (3,988,193)
Weighted average number of common shares outstanding – basic 403,008,869 326,825,939 400,371,106 308,700,211
Weighted average number of common shares outstanding – diluted 403,008,869 364,748,474 400,371,106 308,700,211
Basic earning (loss) per common share 19 (0.014) 0.016 (0.025) (0.013)
Diluted earning (loss) per common share 19 (0.014) 0.014 (0.025) (0.013)
Effect of dilution - 0.002 - -
The accompanying notes are an integral part of these unaudited condensed
interim consolidated financial statements.
Amaroq Ltd.
Consolidated Statements of Changes in Equity
(Unaudited, in Canadian Dollars)
Notes Number of common shares outstanding Capital Stock Contributed surplus Accumulated other comprehensive Deficit Total Equity
loss
$ $ $ $ $
Balance at January 1, 2024 263,670,051 132,117,971 6,725,568 (36,772) (74,528,130) 64,278,637
Net loss and comprehensive loss - - - - (3,988,193) (3,988,193)
Shares issued under a fundraising 62,724,758 75,574,600 - - - 75,574,600
Shares issuance costs - (1,218,285) - - - (1,218,285)
Options exercised, net 1,023,918 728,073 (745,500) - - (17,427)
Stock-based compensation - - 736,413 - - 736,413
Balance at June 30, 2024 327,418,727 207,202,359 6,716,481 (36,772) (78,516,323) 135,365,745
Balance at January 1, 2025 397,702,330 291,169,401 8,009,215 (36,772) (97,984,268) 201,157,576
Net loss and comprehensive loss - - - - (10,044,723) (10,044,723)
Shares issued under a fundraising 13.2 52,986,036 84,519,844 - - - 84,519,844
Shares issuance costs 13.2 - (3,333,698) - - - (3,333,698)
Restricted shares vested 14.2 3,329,704 1,058,191 (1,058,191) -
Options exercised, net 14.1 88,583 64,255 (64,255) - - -
Stock-based compensation 14 - - 1,475,177 - - 1,475,177
Balance at June 30, 2025 454,106,653 373,477,993 8,361,946 (36,772) (108,028,991) 273,774,176
The accompanying notes are an integral part of these unaudited condensed
interim consolidated financial statements.
Six months ended
June 30,
Notes 2025 2024
$ $
Operating activities
Net loss for the period (10,044,723) (3,988,193)
Adjustments for:
Depreciation 8 422,405 347,881
Amortisation of ROU asset 11.1 39,742 53,340
Stock-based compensation 14 1,475,177 736,413
Accretion of discount on asset retirement obligation 12 586,837 -
Unrealized (gain) loss on derivative liability - (5,291,615)
Share of net losses of joint arrangement 6 714,208 1,909,817
Gain on lease modification (30,543) -
Other expenses - (17,427)
Foreign exchange (1,952,216) (667,577)
Finance costs 308,353 18,132
(8,480,760) (6,899,229)
Changes in non-cash working capital items:
Sales tax receivable 26,284 (130,033)
Due from related party 6, 18 (1,264,292) (1,390,557)
Prepaid expenses and others (76,057) (8,015,367)
Inventory (5,030,811) -
Deposit 3,330 -
Accounts payable and accrued liabilities 1,459,638 2,100,537
(4,881,908) (7,435,420)
Cash flow used in operating activities (13,362,668) (14,334,649)
Investing activities
Transfer to escrow account for closure obligations - (5,066,193)
Construction in progress and acquisition of capital assets 8 (37,916,356) (45,078,383)
Prepayment for acquisition of ROU asset - (5,825)
Deposit - (150,000)
Cash flow used in investing activities (37,916,356) (50,300,401)
Financing activities
Proceeds from issuance of shares 13 84,519,844 75,574,600
Proceeds from loan - net of transaction cost 10 10,679,345 -
Shares issuance costs 13 (3,333,698) (1,218,285)
Lease payments 11 (63,072) (63,932)
Cash flow from financing activities 91,802,419 74,292,383
Net change in cash before effects of exchange rate changes on cash during the period 40,523,395 9,657,333
Effects of exchange rate changes on cash 293,430 991,238
Net change in cash during the period 40,816,825 10,648,571
Cash, beginning of period 45,193,670 21,014,633
Cash, end of period 86,010,495 31,663,204
Supplemental cash flow information
Borrowing costs capitalised to capital assets 8 2,306,509 2,569,838
ROU assets acquired through lease 11.1 - 155,214
Shares issued as a result of restricted shares vested 1,058,191 -
The accompanying notes are an integral part of these unaudited condensed
interim consolidated financial statements.
1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN
Amaroq Ltd. (the “Corporation”) (previously known as Amaroq Minerals Ltd.)
was incorporated on February 22, 2017, under the Canada Business Corporations
Act. As of June 19, 2024, the Corporation completed its continuance from the
Canada Business Corporations Act into the Province of Ontario under the
Business Corporations Act (Ontario). The Corporation’s head office is
situated at 100 King Street West, Suite 3400, First Canadian Place, Toronto,
Ontario, M5X 1A4, Canada. The Corporation operates in one industry segment,
being the acquisition, exploration and development of mineral properties. It
owns interests in properties located in Greenland. The Corporation’s
financial year ends on December 31. Since July 2017, the Corporation’s
shares are listed on the TSX Venture Exchange (the “TSX-V”). Since July
2020, the Corporation’s shares are also listed on the AIM market of the
London Stock Exchange (“AIM”) and from November 1, 2022, on Nasdaq First
North Growth Market Iceland which were transferred on September 21, 2023 on
Nasdaq Main Market Iceland (“Nasdaq”) under the AMRQ ticker. Since
July 2025, the Corporation’s shares trade on the OTCQX ® Best Market
(“OTCQX”) in the United States of America under the AMRQF ticker.
These unaudited condensed interim consolidated financial statements for the
six months ended June 30, 2025 (“Financial Statements”) were reviewed
and authorized for issue by the Board of Directors on August 14, 2025.
1.1 Basis of presentation and consolidation
The Financial Statements include the accounts of the Corporation and those of
its subsidiary Nalunaq A/S, corporation incorporated under the Greenland
Public Companies Act, owned at 100%. The Financial Statements also include the
Corporation’s 51% equity share of Gardaq A/S, a joint venture with GCAM LP
(Note 6).
The Financial Statements have been prepared in accordance with International
Financial Reporting Standards and International Accounting Standards as issued
by the International Accounting Standards Board and interpretations
(collectively IFRS Accounting Standards) including International Accounting
Standard (“IAS”) 34, Interim Financial Reporting. The Financial Statements
have been prepared on the historical cost basis, except for financial
instruments at fair value.
1.2 Accounting policies
The Financial Statements should be read in conjunction with the audited annual
financial statements for the year ended December 31, 2024, which have been
prepared in accordance with IFRS as issued by the IASB. The accounting
policies, methods of computation and presentation applied in these Financial
Statements are consistent with those of the previous financial year ended
December 31, 2024, except as for the implementation of IFRS 15 during the six
months ended June 30, 2025 as a result of the Corporation commencing gold
sales.
The Corporation recognises revenue from the sale of gold when control of gold
has transferred to the customer and the performance obligations are satisfied,
which occurs when legal title and the significant risks and rewards of
ownership have passed to the customer and the Corporation has no continuing
managerial involvement with the goods.
1.3 Going concern
The Financial Statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. The Corporation is transitioning from
development to production at its flagship Nalunaq project. While initial
commissioning activities have commenced, the Corporation has not yet generated
significant revenues and continues to incur development and operating costs.
The ability of the Corporation to continue as a going concern is dependent
upon the successful ramp-up of production and achievement of positive
operating cash flows to fund ongoing operations and capital commitments.
2. CRITICAL ACCOUNTING JUDGMENTS AND ASSUMPTIONS
The preparation of the Financial Statements requires Management to make
judgments and form assumptions that affect the reported amounts of assets and
liabilities at the date of the Financial Statements and reported amounts of
expenses during the reporting period. On an ongoing basis, Management
evaluates its judgments in relation to assets, liabilities and expenses.
Management uses past experience and various other factors it believes to be
reasonable under the given circumstances as the basis for its judgments.
Actual outcomes may differ from these estimates under different assumptions
and conditions.
In preparing the Financial Statements, the significant judgements made by
Management in applying the Corporation accounting policies and the key sources
of estimation uncertainty were the same as those that applied to the
Corporation’s audited annual financial statements for the year ended
December 31, 2024.
3. PREPAID EXPENSES AND OTHERS
As at As at December 31, 2024
June 30,
2025
$ $
Advance payments to suppliers and mining contractors 7,323,324 9,116,763
Other prepayments 2,879,877 1,106,684
Total prepaid expenses and others 10,203,201 10,223,447
The Corporation’s prepaid expenses and others mainly consist of downpayments
to vendors and contractors involved in the supply of drilling rigs and
consumables, process plant equipment, infrastructure and mine development
work.
4. INVENTORY
As at As at December 31, 2024
June 30,
2025
$ $
Ore stockpile 5,738,649 2,849,035
Gold-in-circuit 3,418,062 -
Total precious metals inventory 9,156,711 2,849,035
Supplies and spare parts 4,583,537 2,028,116
Purchases in transit 1,473,307 5,305,593
Total inventory 15,213,555 10,182,744
Purchases in transit include spare parts, consumables and equipment.
5. ESCROW ACCOUNT FOR CLOSURE OBLIGATIONS
On behalf of Nalunaq’s licence holder, an escrow account has been set up
with the holder of the licence as holder of the account and the Government of
Greenland as beneficiary. The funds in the escrow account have been provided
in favour of the Government of Greenland as security for fulfilling the
closure obligations following the closure of the Nalunaq mine after operations
are finished (note 12).
As at June 30, 2025 As at December 31, 2024
$ $
Balance beginning 6,799,104 598,939
Additions - 6,044,555
Effect of foreign exchange 499,578 155,610
Balance ending 7,298,682 6,799,104
Non-current portion – escrow account for closure obligations (7,298,682) (6,799,104)
Current portion – escrow account for closure obligations - -
6. INVESTMENT IN EQUITY ACCOUNTED JOINT ARRANGEMENT
As at As at
June 30, December 31,
2025 2024
$ $
Balance at beginning of period 14,902,313 23,492,811
Share of joint venture’s net losses (714,208) (8,590,498)
Balance at end of period 14,188,105 14,902,313
Original investment in Gardaq ApS 7,422 7,422
Transfer of non-gold strategic minerals licences at cost 36,896 36,896
Investment at conversion of Gardaq ApS to Gardaq A/S 55,344 55,344
Gain on FV recognition of equity accounted investment in joint venture 31,285,536 31,285,536
Investment retained at fair value- 51% share 31,385,198 31,385,198
Share of joint venture’s cumulative net losses (17,197,093) (16,482,885)
Balance at end of period 14,188,105 14,902,313
6. INVESTMENT IN EQUITY ACCOUNTED JOINT ARRANGEMENT (CONT’D)
The following tables summarize the unaudited financial information of Gardaq
A/S.
As at As at
June 30, December 31,
2025 2024
$ $
Cash and cash equivalent 3,566,275 4,819,296
Prepaid expenses and other 640,894 105,054
Total current assets 4,207,169 4,924,350
Mineral property 117,576 117,576
Total assets 4,324,745 5,041,926
Accounts payable and accrued liabilities 77,883 415,194
Financial liability - related party 7,719,717 6,699,179
Total liabilities 7,797,600 7,114,373
Capital stock 30,246,937 30,246,937
Deficit (33,719,792) (32,319,384)
Total equity (3,472,855) (2,072,447)
Total liabilities and equity 4,324,745 5,041,926
For the six months ended June 30,
2025 2024
$ $
Exploration and Evaluation expenses (537,507) (2,799,464)
Interest income 490 4,640
Foreign exchange gain 410,219 369,405
Operating loss (126,798) (2,425,419)
Other expenses (1,273,611) (1,319,319)
Net loss and comprehensive loss (1,400,409) (3,744,738)
6. INVESTMENT IN EQUITY ACCOUNTED JOINT ARRANGEMENT (CONT’D)
6.1 Financial Asset – Related Party
Subject to a Subscription and Shareholder Agreement dated 13 April 2023, the
Corporation undertakes to subscribe to two ordinary shares in Gardaq (the
“Amaroq shares”) at a subscription price of GBP 5,000,000 no later than 10
business days after the third anniversary of the completion of the
subscription agreement.
Amaroq’s subscription will be completed by the conversion of Gardaq’s
related party balance into equity shares. Gardaq’s related party payable
balance consists of overhead, management, general and administrative expenses
payable to the Corporation. In the event that the related party payable
balance is less than GBP 5,000,000, the Corporation shall, no later than 10
business days after the third anniversary of Completion:
a) subscribe to one Amaroq share by conversion of the amount payable to
the Corporation,
b) subscribe to one Amaroq share at a subscription price equal to GBP
5,000,000 less the amount payable to the Corporation
In the event that the amount payable to the Corporation exceeds GBP 5,000,000,
the Corporation shall subscribe to the Amaroq shares at a subscription price
equal to GBP 5,000,000 by conversion of GBP 5,000,000 of the amount due from
Gardaq. Gardaq shall not be liable to repay any of the balance payable to the
Corporation that exceeds GBP 5,000,000 (equivalent to CAD 9,360,450 as at
June 30, 2025).
During the six months ended June 30, 2025, the Corporation reclassified the
financial asset as a current asset since the amount will be settled during
April 2026. As a result, an amount of $7,719,717 is classified as a current
asset as at June 30, 2025 ($6,699,179 classified as non-current as at
December 31, 2024).
7. MINERAL PROPERTIES
As at December 31, Additions As at
2024 June 30,
2025
$ $ $
Nalunaq – Au 1 - 1
Tartoq – Au 18,431 - 18,431
Vagar – Au 11,103 - 11,103
Nuna Nutaaq – Au 6,076 - 6,076
Anoritooq – Au 6,389 - 6,389
Siku – Au 6,683 - 6,683
Total mineral properties 48,683 - 48,683
As at December 31, Transfers As at
2023 June 30, 2024
$ $ $
Nalunaq – Au 1 - 1
Tartoq – Au 18,431 - 18,431
Vagar – Au 11,103 - 11,103
Nuna Nutaaq – Au 6,076 - 6,076
Anoritooq – Au 6,389 - 6,389
Siku – Au 6,821 (138) 6,683
Total mineral properties 48,821 (138) 48,683
8. CAPITAL ASSETS
Field equipment and Vehicles and rolling stock Equipment (including software) Construction in progress Total
infrastructure
$ $ $ $ $
Six months ended June 30, 2025
Opening net book value 1,339,006 4,545,572 46,571 154,915,325 160,846,474
Additions - - - 40,383,355 40,383,355
Depreciation (99,187) (301,647) (21,571) - (422,405)
Closing net book value 1,239,819 4,243,925 25,000 195,298,680 200,807,424
Field equipment and Vehicles and rolling stock Equipment (including software) Construc tion in progress Total
infrastructure
$ $ $ $ $
As at June 30, 2025
Cost 2,351,042 6,197,074 232,231 195,298,680 204,079,027
Accumulated depreciation (1,111,223) (1,953,149) (207,231) - (3,271,603)
Closing net book value 1,239,819 4,243,925 25,000 195,298,680 200,807,424
Field equipment and Vehicles and rolling stock Equipment (including software) Construc tion In progress Total
infrastruc ture
$ $ $ $ $
December 31, 2024
Opening net book value 1,537,379 3,312,118 108,822 33,283,240 38,241,559
Additions - 1,941,750 138 121,632,085 123,573,973
Disposals - (149,916) - - (149,916)
Depreciation (198,373) (558,380) (62,389) - (819,142)
Closing net book value 1,339,006 4,545,572 46,571 154,915,325 160,846,474
Field equipment and Vehicles and rolling stock Equipment (including software) Construc tion In progress Total
infrastruc ture
$ $ $ $ $
As at December 31, 2024
Cost 2,351,042 6,197,074 232,231 154,915,325 163,695,672
Accumulated depreciation (1,012,036) (1,651,502) (185,660) - (2,849,198)
Closing net book value 1,339,006 4,545,572 46,571 154,915,325 160,846,474
8. CAPITAL ASSETS (CONT’D)
Depreciation of capital assets related to exploration and evaluation
properties is being recorded in exploration and evaluation expenses in the
consolidated statement of comprehensive loss, under depreciation. Depreciation
of $51,223 ($316,879 for the six months ended June 30, 2024) was expensed as
exploration and evaluation expenses during the six months ended
June 30, 2025. During the six months ended June 30, 2025, Buildings,
Equipment, Infrastructure and Vehicles and rolling stock depreciation of
$349,804 ($nil for the six months ended June 30, 2024) was capitalized to
construction in progress.
During the first six months of 2025 the Corporation capitalised borrowing
costs of $2,306,509 ($2,569,838 for the first six months of 2024) to
construction in progress, which are included in additions. Borrowing costs
included in the cost of construction in progress arose on the Corporation’s
convertible note and loan payables. Refer to note 10 for details with respect
to the interest rates on these loans.
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As at As at December 31, 2024
June 30,
2025
$ $
Suppliers and mining contractors payable 19,222,982 17,176,818
Employee benefits payable 101,963 707,211
Other liabilities 518,384 349,084
Total accounts payable and accrued liabilities 19,843,329 18,233,113
The Corporation’s accounts payable and accrued liabilities mainly consist of
amounts due to vendors and contractors involved in mine development work as
well as process plant construction and commissioning activities.
10. LOANS PAYABLE
As at As at
June 30, December 31,
2025 2024
$ $
Balance, beginning 28,621,732 -
Gross proceeds from issue - 25,087,636
Recognition of loan after note conversion - 1,286,785
Transaction costs (1,172,510) (693,272)
Accretion of discount 682,164 318,238
Accrued interest 1,922,301 1,010,823
Foreign exchange gain (1,656,408) 1,611,522
Settlement of loans under cancelled facilities (27,893,960) -
Proceeds from loans under new facilities 39,745,815 -
Balance, ending 40,249,134 28,621,732
Non-current portion - -
Current portion 40,249,134 28,621,732
10. LOANS PAYABLE (CONT’D)
10.1 Revolving Credit Facility
A $25 million (US$18.5 million) Revolving Credit Facility (“RCF”) was
entered into with Landsbankinn hf. and Fossar Investment Bank on September 1,
2023, with a two-year term expiring on September 1, 2025 and priced at the
Secured Overnight Financing Rate (“SOFR”) plus 950bps. Interest is
capitalized and payable at the end of the term.
The RCF is denominated in US Dollars and the SOFR interest rate is determined
with reference to the CME Term SOFR Rates published by CME Group Inc. The RCF
carries (i) a commitment fee of 0.40% per annum calculated on the undrawn
facility amount and (ii) an arrangement fee of 2.00% on the facility amount
where 1.5% has been paid on the closing date of the facility and 0.50% was
paid at the first draw down. The facility is not convertible into any
securities of the Corporation.
The facility is secured by (i) a bank account pledge from the Corporation and
Nalunaq A/S, (ii) share pledges over all current and future acquired shares in
Nalunaq A/S and Gardaq A/S held by the Corporation pursuant to the terms of
share pledge agreements, (iii) a proceeds loan assignment agreement, (iv) a
pledge agreement in respect of owner’s mortgage deeds and (v) a licence
transfer agreement. During May 2025, this facility was cancelled and replaced
by the new facilities concluded in December 2024 (note 10.3).
10.2 Cost Overrun Facility
$13.5 million (US$10 million) Revolving Cost Overrun Facility was entered into
with JLE Property Ltd. on September 1, 2023, on the same terms as the Bank
Revolving Credit Facility.
The Overrun Facility is denominated in US Dollars with a two-year term,
expiring on September 1, 2025, and will bear interest at the CME Term SOFR
Rates by CME Group Inc. and have a margin of 9.5% per annum. The Overrun
Facility carries a stand-by fee of 2.5% on the amount of committed funds. The
Overrun Facility is not convertible into any securities of the Corporation.
The Overrun Facility will be secured by (i) bank account pledge agreements
from the Corporation and Nalunaq A/S, (ii) share pledges over all current and
future acquired shares in Nalunaq A/S and Gardaq A/S held by the Corporation
pursuant to the terms of share pledge agreements, (iii) a proceeds loan
assignment agreement, (iv) a pledge agreement in respect of owner’s mortgage
deeds and (v) a licence transfer agreement. During May 2025, this facility was
cancelled and replaced by the new facilities concluded in December 2024 (note
10.3).
10. LOANS PAYABLE (CONT’D)
10.3 US$35 million Revolving Credit Facility Heads of Terms
On December 30, 2024, the Corporation closed a US$35 million debt financing
package with Landsbankinn hf. in three Revolving Credit Facilities, securing a
substantial increase and extension to its existing debt facilities.
* The financing package, upon its utilization, will replace the existing
credit and cost overrun facilities.
* The US$35 million debt financing package with Landsbankinn consists of: *
US$18.5 million Facility A with a margin of 9.5% per annum, reduced to 7.5%
once Facility C has become available.
* US$10 million Facility B with a margin of 9.5% per annum, reduced to 7.5%
once Facility C has become available
* US $6.5 million Facility C with a margin of 7.5%, which becomes available
once all other facilities have been fully drawn and the Corporation’s
cumulative EBITDA over the preceding three-month period exceeds CAD 6 million
* Facility A will be utilized to refinance the Corporation’s existing
revolving credit facilities entered into on 1 September 2023 (note 10.1)
* Facilities B and C will be applied towards working capital and general
corporate purposes. These facilities involve covenants relating to EBITDA and
the Corporation’s equity ratio.
* The new facilities will have a 1.5% arrangement fee, a 0.4% commitment fee
on unutilised amounts, and a termination date of December 1, 2026.
* The facilities are secured by a combination of a property and operational
equipment mortgage, share pledge over subsidiaries, certain bank account
pledges and a license transfer agreement.
* The use of this debt financing package is conditional upon the Corporation
fulfilling certain conditions including providing security that is appropriate
to the lender, discharging its existing debt under the Revolving Credit
Facility (note 10.1) and cancelling its Cost Overrun Facility (note 10.2).
During the month of May 2025, these facilities replaced the old 2023
facilities (note 10.1 and 10.2) and the amount of loans to be repaid as of
June 30, 2025 amounts to $40,249,134.
11. LEASE LIABILITIES
As at As at
June 30, December 31,
2025 2024
$ $
Balance beginning 710,713 657,440
Lease additions - 155,214
Lease payment (63,071) (138,356)
Interest 10,397 36,415
Lease modification (505,194) -
Balance ending 152,845 710,713
Non-current portion – lease liabilities (74,609) (591,805)
Current portion – lease liabilities 78,236 118,908
The Corporation has two leases for its offices. In October 2020, the
Corporation started a lease for five years and five months including five free
rent months during this period. The monthly rent is $8,825 until March 2024
and $9,070 for the balance of the lease. The Corporation has the option to
renew the lease for an additional five-year period at $9,070 monthly rent
indexed annually to the increase of the consumer price index of the previous
year for the Montreal area. During February 2025, management determined that
they will not renew the lease when it expires on February 28, 2026.
Furthermore, the Corporation agreed to reduce the leased area of the Montreal
office lease and as a result monthly rent was reduced to $5,018 per month for
the remainder of the lease term and a lease modification of $505,194 was
recognized during the six-month period ended June 30, 2025. In March 2024, the
Corporation started a new lease for a two-year term with the option to extend
for two more years. The monthly rent is $5,825 until March 2025 after which
the monthly rent may increase as per the lease terms.
11. LEASE LIABILITIES (CONT’D)
11.1 Right of use asset
As at As at
June 30, December 31,
2025 2024
$ $
Opening net book value 621,826 574,856
Additions - 161,039
Amortisation (39,742) (114,069)
Impact of Lease Modification (474,651) -
Closing net book value 107,433 621,826
Cost 161,039 997,239
Accumulated amortisation (53,606) (375,413)
Closing net book value 107,433 621,826
Amortisation of right-of-use assets is being recorded in general and
administrative expenses in the consolidated statement of comprehensive loss,
under depreciation.
12. ASSET RETIREMENT OBLIGATION
As at As at
June 30, December 31,
2025 2024
$ $
Balance beginning 7,253,852 -
Additions 160,490 6,833,213
Accretion 586,837 420,639
Total asset retirement obligation 8,001,179 7,253,852
The asset retirement obligation represents the present value of the costs
associated with the Corporation’s mine decommissioning, cleanup, removal,
de-contamination and closure plan (“the closure plan”). The closure plan
has been developed in accordance with the guidelines of Section 43(2) of the
Mineral Resources Act of Greenland. This obligation will be settled towards
the end of the mine’s life, which is estimated to be during the year 2035.
The Corporation has set up an escrow account with the Government of Greenland
as beneficiary as security for fulfilling the closure obligations (note 5).
The Corporation has determined that the obligation’s costs will be incurred
mainly in Danish Krone (DKK) and has utilized DKK foreign exchange rates and
risk-free rates on government bonds to measure the obligation. Accretion of
discount for the three and six months ended June 30, 2025 of $284,025 and
$586,837 respectively ($nil for the three and six months ended
June 30, 2024) includes both the foreign exchange impact and accretion of
the obligation as they both affect estimated future cash flows.
13. SHARE CAPITAL
13.1 Share Capital
The Corporation is authorized to issue an unlimited number of common voting
shares and an unlimited number of preferred shares issuable in series, all
without par value.
13. SHARE CAPITAL (CONT’D)
13.2 Fundraising June 30, 2025
On June 30, 2025, the Corporation closed its fundraising pursuant to which it
raised gross proceeds of approximately GBP 45.0 million (CAD $83.2 million,
ISK 7.6 billion) through a placing of 42,221,080 common shares of the
Corporation pursuant to the UK Placing, 8,550,810 common shares of the
Corporation pursuant to the Icelandic Placing, and 2,214,146 common shares of
the Corporation pursuant to the Direct Private Placement Subscription, which
have been issued at a price of 85 pence (CAD $1.57, ISK 144 at the closing
exchange rate on June 10, 2025) per new common share and will be admitted to
trading on AIM, Nasdaq Iceland’s main market, and the TSX-V. A total of
52,986,036 new common shares have been placed as part of the Fundraising.
14. STOCK-BASED COMPENSATION
14.1 Stock options
An incentive stock option plan (the “Plan”) was approved initially in 2017
and renewed by shareholders on June 13, 2025. The Plan is a “rolling”
plan whereby a maximum of 10% of the issued shares at the time of the grant
are reserved for issue under the Plan to executive officers, directors,
employees and consultants. The Board of directors attributes that the stock
options and the exercise price of the options shall not be less than the
closing price on the last trading day, preceding the grant date. The options
have a maximum term of ten years. Options granted pursuant to the Plan shall
vest and become exercisable at such time or times as may be determined by the
Board, except options granted to consultants providing investor relations
activities shall vest in stages over a 12-month period with a maximum of
one-quarter of the options vesting in any three-month period. The Corporation
has no legal or constructive obligation to repurchase or settle the options in
cash.
On March and April 2025, an employee of the Corporation exercised his options.
As a result, 154,592 options were exercised which resulted in the employee
receiving 88,583 shares net of applicable withholdings.
Changes in stock options are as follows:
Six months ended June 30, 2025 December 31, 2024
Number of options Weighted average exercise price Number of options Weighted average exercise price
$ $
Balance, beginning 7,220,075 0.59 9,188,365 0.59
Granted - - 22,988 1.30
Exercised (154,592) 0.68 (1,991,278) 0.61
Balance, end 7,065,483 0.59 7,220,075 0.59
Balance, end exercisable 7,065,483 0.59 7,220,075 0.59
From the options exercised during the six months ended June 30, 2025, 66,009
shares (948,347 for the year ended December 31, 2024) were withheld to cover
the stock option grant price and related taxes.
14. STOCK-BASED COMPENSATION (CONT’D)
Stock options outstanding and exercisable as at June 30, 2025 are as follows:
Number of options outstanding Number of options exercisable Exercise price Expiry date
$
1,660,000 1,660,000 0.38 December 31, 2025
100,000 100,000 0.50 September 13, 2026
1,195,000 1,195,000 0.70 December 31, 2026
2,650,000 2,650,000 0.60 January 17, 2027
73,333 73,333 0.75 April 20, 2027
39,062 39,062 0.64 July 14, 2027
1,280,000 1,280,000 0.70 December 30, 2027
45,100 45,100 1.09 December 20, 2028
11,538 11,538 1.30 May 14, 2029
11,450 11,450 1.31 June 3, 2029
7,065,483 7,065,483
14.2 Restricted Share Unit
14.2.1 Description
Conditional awards were made in 2022 that give participants the opportunity to
earn restricted share unit awards under the Corporation’s Restricted Share
Unit Plan (“RSU Plan”) subject to the generation of shareholder value over
a four-year performance period.
The awards are designed to align the interests of the Corporation’s
employees and shareholders by incentivising the delivery of exceptional
shareholder returns over the long-term. Participants receive a 10% share of a
pool which is defined by the total shareholder value created above a 10% per
annum compound hurdle.
The awards comprise three tranches, based on performance measured from
January 1, 2022, to the following three measurement dates:
* First Measurement Date: December 31, 2023;
* Second Measurement Date: December 31, 2024; and
* Third Measurement Date: December 31, 2025.
Restricted share unit awards granted under the RSU Plan as a result of
achievement of the total shareholder return performance conditions are subject
to continued service, with vesting as follows:
* Awards granted after the First Measurement Date - 50% vest after one year,
50% vest after three years.
* Awards granted after the Second Measurement Date - 50% vest after one year,
50% vest after two years.
* Awards granted after the Third Measurement Date - 100% vest after one year.
The maximum term of the awards is therefore four years from grant.
14. STOCK-BASED COMPENSATION (CONT’D)
The Corporation’s starting market capitalization is based on a fixed share
price of $0.552. Value created by share price growth and dividends paid at
each measurement date will be calculated with reference to the average closing
share price over the three months ending on that date.
* After December 31, 2023, 100% of the pool value at the First Measurement
Date is delivered as restricted share units under the RSU Plan, subject to the
maximum number of shares that can be allotted not being exceeded.
* After December 31, 2024, the pool value at the Second Measurement Date is
reduced by the pool value from the First Measurement Date (increased in line
with share price movements between the First and Second Measurement Dates).
100% of the remaining pool value, if any, is delivered as restricted share
units under the RSU Plan.
* After December 31, 2025, the pool value at the Third Measurement Date is
reduced by the pool value from the Second Measurement Date (increased in line
with share price movements between the Second and Third Measurement Dates),
and then further reduced by the pool value from the First Measurement Date
(increased in line with share price movements between the First Measurement
Date and the Third Measurement Date). 100% of the remaining pool value, if
any, is delivered as restricted share units under the RSU Plan.
On August 14, 2024, the Corporation granted a new conditional award under a
separate RSU plan to the Corporation's newly appointed Chief Financial
Officer. This award entitles the participant to receive a 12% share of a pool
defined by the total shareholder value created above a 10% per annum compound
hurdle rate. Performance is measured from August 6, 2024, to the measurement
date on December 31, 2025 (note 14.2.4).
On December 19, 2024, the Corporation granted new RSUs to its employees. The
awards will vest on December 19, 2025, the one-year anniversary of the grant,
with all other terms governed by the RSU Plan.
On April 11, 2025, 3,329,704 restricted shares vested and were converted to
common shares and transferred to capital stock.
14.2.2 RSU Plan Amendment
The RSU Plan was amended by the Annual General Shareholders’ meeting on June
14, 2024. The approved amendments to the RSU Plan indicated that Investor
Relations Service Providers (as defined in the RSU Plan) cannot be granted any
RSUs. In addition, as the RSU Plan is a "rolling" plan, under Policy 4.4 of
the TSXV, a listed company on the TSXV is required to obtain the approval of
its Shareholders for a "rolling" plan at each annual meeting of Shareholders.
14.2.3 Conditional Award under RSU Plan 2023
On October 13, 2023, Amaroq made an award (the “Award”) under the RSU Plan
as detailed below. The Award consists of a conditional right to receive value
if the future performance targets, applicable to the Award, are met. Any value
to which the participants are eligible in respect of the Award will be granted
as Restricted Share Units (each an “RSU”), with each RSU entitling a
participant to receive common shares in the Corporation. Each RSU will be
granted under, and governed in accordance with, the rules of the Corporation's
Restricted Share Unit Plan.
14. STOCK-BASED COMPENSATION (CONT’D)
Award Date October 13, 2023
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 Corporation’s share capital.
The number of shares will be determined at the Measurement Dates.
Participant proportion Edward Wyvill, Corporate Development, 10%
Performance Period January 1, 2022 to December 31, 2025 (inclusive)
Normal Measurement Dates First Measurement Date: December 31, 2023, 50% vesting on the first anniversary of grant, with the remaining 50% vesting on the third anniversary of grant.
Second Measurement Date: December 31, 2024, 50% vesting on the first anniversary of grant, with the remaining 50% vesting on the second anniversary of grant.
Third Measurement Date: December 31, 2025, vesting on the first anniversary of grant.
14.2.4 Conditional Award under RSU Plan 2024
On August 14, 2024, Amaroq made an award (the “Award”) under the RSU Plan
as detailed below. The Award consists of a conditional right to receive value
if the future performance targets, applicable to the Award, are met. Any value
to which the participants are eligible in respect of the Award will be granted
as Restricted Share Units (each an “RSU”), with each RSU entitling a
participant to receive common shares in the Corporation. Each RSU will be
granted under, and governed in accordance with, the rules of the Corporation's
Restricted Share Unit Plan.
Award Date August 14, 2024
Initial Price CAD 1.04
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 Corporation’s share capital.
The number of shares will be determined at the Measurement Date.
Participant proportion Ellert Arnarson, Chief Financial Officer, 12%
Performance Period August 6, 2024, to December 31, 2025 (inclusive)
Measurement Date December 31, 2025, vesting on the first anniversary of grant.
RSU Grant Date First quarter of 2026
RSU Vesting Date 100% of the shares will vest on the first anniversary of grant (first quarter of 2027)
14.2.5 Valuation
The fair value of the award granted in December 2022 and modified June 2023,
in addition to the award granted October 13, 2023, increased to $7,378,000
based on 90% of the available pool being awarded.
During June 2024, some of the awards were forfeited due to the departure of
Jaco Crouse, CFO of the Corporation, effective June 3, 2024. As a result of
the departure, previously recognised RSU award vesting charges of $566,875
were reversed and the percentage of the pool that was allocated was reduced to
70%.
During August 2024, new awards granted to the CFO increased the percentage of
the pool that was allocated to 82%.
A charge of $695,832 and $1,475,177 was recorded during the three and six
months ended June 30, 2025, (a charge of $449,000 and $898,000 was recorded
during the three and six months ended June 30, 2024).
14. STOCK-BASED COMPENSATION (CONT’D)
The fair value was obtained through the use of a Monte Carlo simulation model
which calculates a fair value based on a large number of randomly generated
projections of the Corporation’s share price.
Assumption Value
Grant date December 30, 2022
Amendment date June 15, 2023
Additional award date October 13, 2023
Forfeiture of 20% of the awards date June 3, 2024
Additional award date August 14, 2024
Expected life (years) 1.38 – 3.00
Share price at grant date $0.70 - $1.02
Exercise price N/A
Dividend yield 0%
Risk-free rate 3.44% - 4.71%
Volatility 49.5% - 72%
Total fair value of awards (82% of pool) $6, 556 ,600
Expected volatility was determined from the daily share price volatility over
a historical period prior to the date of grant with length commensurate with
the expected life. A zero-dividend yield has been used based on the dividend
yield as at the date of grant.
14.2.6 Awards under Restricted Share Unit Plan (the “RSU”)
Based on the results of the performance period ending on the First Measurement
Date pertaining to the 2022 and 2023 conditional RSU awards granted, and in
alignment with the RSU Plan dated 15 June 2023 (note 14.2), the Corporation
granted an award (the “Award”) on February 23, 2024 to directors and
employees of the Corporation as listed below.
Award Date February 23, 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 Corporation’s share capital
The number of shares is determined at the Measurement Dates
Participant proportions and Number of shares Eldur Olafsson, CEO 40% 3,805,377 shares
subject to RSU
Jaco Crouse (1), 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.
(1)The shares awarded under the RSU to Jaco Crouse, CFO, have been forfeited
as a result of his departure effective June 3, 2024.
14. STOCK-BASED COMPENSATION (CONT’D)
Based on the results of the performance period ending on the Second
Measurement Date, pertaining to the 2022 and 2023 conditional RSU awards
granted, and in alignment with the RSU Plan dated June 14, 2024 (note 14.2),
the Corporation granted an award (the “Award”) on February 12, 2025, to
directors and employees of the Corporation as listed below.
Award Date February 12, 2025
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 Corporation’s share capital
The number of shares is determined at the Measurement Dates
Participant proportions and Number of shares Eldur Olafsson, CEO 40% 2,048,268 shares
subject to RSU
Joan Plant, Executive VP 10% 512,067 shares
James Gilbertson, VP Exploration 10% 512,067 shares
Edward Wyvill, Corporate Development 10% 512,067 shares
First Measurement Date: 31 December 2024
50% of the Shares will vest on the first anniversary of grant, with the remaining 50% vesting on the third anniversary of grant.
15. EXPLORATION AND EVALUATION EXPENSES
Three months ended June 30, Six months ended June 30,
2025 2024 2025 2024
$ $ $ $
Geology 264,248 119,346 267,521 133,343
Lodging and on-site support 16,013 (184,469) 17,686 -
Drilling 143,015 - 243,571 -
Analysis - 127,877 38,348 132,910
Transport 4,559 8,112 18,696 4,909
Supplies and equipment 12,274 75,586 13,942 110,511
Helicopter charter 51,882 - 51,882 -
Maintenance infrastructure - (463,922) 229 16,832
Government fees 14,961 30,873 22,885 32,849
Exploration and evaluation expenses before depreciation 506,952 (286,597) 674,760 431,354
Depreciation 25,611 159,424 51,223 316,686
Exploration and evaluation expenses 532,563 (127,173) 725,983 748,040
16. GENERAL AND ADMINISTRATION
Three months ended June 30, Six months ended June 30,
2025 2024 2025 2024
$ $ $ $
Salaries and benefits 1,249,955 2,121,857 2,387,012 2,991,272
Director’s fees 154,897 159,000 313,897 318,000
Professional fees 1,323,188 912,159 2,566,483 1,851,968
Marketing and investor relations 178,673 147,134 376,091 313,171
Insurance 63,314 93,917 172,219 172,833
Travel and other expenses 943,676 639,947 1,444,919 1,244,459
Regulatory fees 265,387 188,726 720,240 582,459
General and administration before following elements 4,179,090 4,262,740 7,980,861 7,474,162
Stock-based compensation (note 14) 695,832 24,107 1,475,177 736,413
Depreciation 15,915 48,844 61,120 84,342
General and administration 4,890,837 4,335,691 9,517,158 8,294,917
17. FINANCE COSTS
Three months ended June 30, Six months ended June 30,
2025 2024 2025 2024
$ $ $ $
Lease interest 1,975 9,558 10,397 18,132
Accretion of discount on asset retirement obligation 284,025 - 586,837 -
Other finance costs 543,224 - 684,263 -
829,224 9,558 1,281,497 18,132
18. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION
18.1 Gardaq Joint Venture
Three months Six months
ended June 30, ended June 30,
2025 2024 2025 2024
$ $ $ $
Gardaq management fees and allocated cost 613,985 578,568 1,257,538 1,214,894
Other allocated costs 6,573 139,765 6,214 175,663
Foreign exchange revaluation (243,716) 56,710 (243,214) 62,927
376,842 775,043 1,020,538 1,453,484
As at June 30, 2025, the balance receivable from Gardaq amounted to $7,719,717
($6,699,179 as at December 31, 2024). This receivable balance represents
allocated overhead and general administration costs to manage the exploration
work programmes and day-to-day activities of the joint venture. This balance
will be converted to shares in Gardaq within 10 business days after the third
anniversary of the completion of the Subscription and Shareholder Agreement
dated April 13, 2023 (See note 6.1).
18. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION (CONT’D)
18.2 Key Management Compensation
The Corporation’s key management are the members of the board of directors,
the President and Chief Executive Officer, the Chief Financial Officer, the
Executive Vice President, the Head of Business Development and Corporate
Affairs and the Vice President Explorations. Key management compensation is as
follows:
Three months Six months
ended June 30, ended June 30,
2025 2024 2025 2024
$ $ $ $
Short-term benefits
Salaries and benefits 799,294 394,843 1,250,514 840,566
Director’s fees 154,897 159,000 313,897 318,000
Long-term benefits
Stock-based compensation - 806 - 1,612
Stock-based compensation - RSU 302,825 (153,250) 605,650 398,250
Total compensation 1,257,016 401,399 2,170,061 1,558,428
18.3 Receivable from Key Management
As at June 30, 2025, the balance receivable from key management amounted
$297,728 ($nil as of December 31, 2024). This receivable balance represents an
advance intended to cover the withholding tax on shares received by the Vice
President Exploration. This balance was repaid to the Corporation on July 2,
2025.
19. NET EARNINGS (LOSS) PER COMMON SHARE
The calculation of loss per share is shown in the table below. As a result of
the loss incurred during the periods presented, all potentially dilutive
common shares are deemed to be antidilutive and thus diluted loss per share is
equal to the basic loss per share for these periods.
Three months Six months
ended June 30, ended June 30,
2025 2024 2025 2024
$ $ $ $
Net income (loss) and comprehensive income (loss) (5,646,026) 5,229,322 (10,044,723) (3,988,193)
Weighted average number of common shares outstanding - basic 403,008,869 326,825,939 400,371,106 308,700,211
Weighted average number of common shares outstanding – diluted 403,008,869 364,748,474 400,371,106 308,700,211
Basic earning (loss) per share (0.014) 0.016 (0.025) (0.013)
Diluted earning (loss) per common share (0.014) 0.014 (0.025) (0.013)
20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Corporation is exposed to various risks through its financial instruments.
The following analysis provides a summary of the Corporation's exposure to and
concentrations of risk at June 30, 2025:
20.1 Credit Risk
Credit risk is the risk that one party to a financial instrument will cause
financial loss for the other party by failing to discharge an obligation. The
Corporation’s main credit risk relates to its prepaid amounts to suppliers
for placing orders, manufacturing and delivery of process plant equipment, as
well as an advance payment to a mining contractor. The Corporation performed
expected credit loss assessment and assessed the amounts to be fully
recoverable.
20.2 Fair Value
Financial assets and liabilities recognized or disclosed at fair value are
classified in the fair value hierarchy based upon the nature of the inputs
used in the determination of fair value. The levels of the fair value
hierarchy are:
* Level 1 - Quoted prices (unadjusted) in active markets for identical assets
or liabilities
* Level 2 - Inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (i.e., as prices) or
indirectly (i.e., derived from prices)
* Level 3 - Inputs for the asset or liability that are not based on observable
market data (i.e., unobservable inputs)
The following table summarizes the carrying value of the Corporation’s
financial instruments:
June 30, December 31, 2024
2025
$ $
Cash 86,010,495 45,193,670
Deposit 178,541 181,871
Interest receivable 107,500 114,064
Financial Asset – Related Party 7,719,717 6,699,179
Accounts payable and accrued liabilities (19,843,329) (18,233,113)
Loans payable (40,249,134) (28,621,732)
Lease liabilities (152,845) (710,713)
Due to the short-term maturities of cash, financial asset – related party,
and accounts payable and accrued liabilities, the carrying amounts of these
financial instruments approximate fair value at the respective balance sheet
date.
The carrying value of the loans payable approximate its fair value as the
loans were entered into towards the end of the financial year.
The carrying value of lease liabilities approximate its fair value based upon
a discounted cash flows method using a discount rate that reflects the
Corporation’s borrowing rate at the end of the period.
20.3 Liquidity Risk
Liquidity risk is the risk that the Corporation will encounter difficulty in
meeting obligations associated with financial liabilities. The Corporation
seeks to ensure that it has sufficient capital to meet short-term financial
obligations after taking into account its exploration and operating
obligations and cash on hand. On December 30, 2024, the Corporation closed a
new US$35 million revolving credit facility with Landsbankinn that refinanced
its existing loans payable, fund general and administrative costs, exploration
and evaluation costs and Nalunaq project development costs (note 10.3). The
Corporation’s options to enhance liquidity include the issuance of new
equity instruments or debt.
20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT’D)
The following table summarizes the carrying amounts and contractual maturities
of financial liabilities:
As at June 30, 2025 As at December 31, 2024
Accounts payable and accrued liabilities Loan payable Lease liabilities Accounts payable and accrued liabilities Loan payable Lease liabilities
$ $ $ $ $ $
Within 1 year 19,843,329 40,249,134 83,410 18,233,113 28,621,732 150,850
1 to 5 years - - 77,631 - - 535,028
5 to 10 years - - - - - 126,975
Total 19,843,329 40,249,134 161,041 18,233,113 28,621,732 812,853
The Corporation has assessed that it is not exposed to significant liquidity
risk due to its cash balance in the amount of $86,010,495 and the availability
of undrawn credit facilities at the end of the period.
21. SUBSEQUENT EVENTS
21.1 Strategic Acquisitions
As part of the Corporation’s strategy to expand its Greenlandic footprint
and diversify its commodity exposure, on June 11, 2025 Amaroq announced the
acquisition of the entire issued share capital of Black Angel Mining A/S
(“Black Angel”) from FBC Mining (BA) Limited (“FBC Mining"), as well as
the proposed acquisition of the Kangerluarsuk licences from 80 Mile plc (“80
Mile”) to create the West Greenland Hub. The Corporation entered into a
binding, conditional share sale and purchase agreement with FBC Mining, with a
consideration of US$10 million, for the Black Angel acquisition; and a
binding, conditional memorandum of understanding with 80 Mile and Disko
Exploration Ltd, with an initial consideration of US$0.5 million and a
potential deferred consideration of US$1.5 million (subject to the delineation
of a mineral resource in the licence areas that could support the commencement
of a formal Preliminary Economic Assessment, scoping study, or equivalent,
which indicates the potential for economic extraction), for the acquisition of
the Kangerluarsuk licences.
The initial consideration for both strategic acquisitions and the potential
deferred consideration (if any) will be satisfied by the issue of Amaroq
shares at prices to be determined with reference to the market price of the
Corporation's common shares prior to closing of each of the strategic
acquisitions. Amaroq shares will be issued to satisfy the initial
consideration and the deferred consideration, respectively, for the
transaction with 80 Mile. Completion of each of the strategic acquisitions are
subject to the satisfaction of certain customary conditions precedent (and, in
the case of 80 Mile, the negotiation of definitive documentation), including
the approval of the TSX-V and the approval of direct and indirect transfers of
mineral exploration licences by the Government of Greenland.
The acquisition of Black Angel is a related party transactionRecent news on Amaroq
See all newsREG-Q2 2025 Financial Results
AnnouncementREG-Notice of Results and Investor Presentation
AnnouncementREG-Commencement of 2025 Exploration Campaign
AnnouncementREG-Holding(s) in Company
AnnouncementREG-Company name change to Amaroq Ltd.
Announcement