REG - Amaroq Minerals Ltd - 1st Quarter Results and Outline of 2023 Workplan
26/05/2023 07:00
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RNS Number : 7384A Amaroq Minerals Ltd 26 May 2023
("Amaroq" or the "Corporation" or the "Company")
1(st) Quarter Financial Results and Outline of 2023 Workplan
TORONTO, ONTARIO - 26 May 2023 - Amaroq Minerals Ltd. (AIM, TSXV, NASDAQ
First North: AMRQ), an independent mine development company with a substantial
land package of gold and strategic mineral assets covering an area of 7,866.85
km(2) in Southern Greenland, is pleased to present its Q1 2023 Financial
Results and outline its current workplan for 2023.
Q1 2023 Corporate Highlights:
· Debt funding non-binding term sheets for a $66.8 million (US$49.5
million) senior secured financing package signed on March 28, 2023.
· Gold business working capital of $46.7 million as of March 31, 2023
($49.5 million as of December 31, 2022), which together with the debt funding
would represent available liquidity of $113.5 million as the Company
approaches the trial mining stage at Nalunaq.
· ACAM JV completed. ACAM, through its affiliate company GCAM, LP, has
invested an initial amount of $30.4 million (£18.0 million) under a
subscription and shareholders' agreement in return for 490,000 ordinary shares
in the subsidiary representing 49%. Transaction completed and funds released
on April 13, 2023.
· Strategic minerals has available liquidity of $30.4 million as we
embark on the first year of the 3-year exploration program.
· Announced intention to list on Iceland's Nasdaq Exchange main
market, with listing preparation underway.
Q1 2023 Operational Highlights:
· Nalunaq: Environmental Impact Assessment (EIA) for Nalunaq approved
for translation into Greenlandic and Danish ahead of the public consultation
meetings later this year. Execution of development progressing with letters of
Intent (LOIs) signed with Halyard and Thyssen Schachtbau and acquisition of
underground mining equipment underway.
· Nanoq: Completion of 407.65 km(2) high-resolution heli-borne
geophysical survey across the Nanoq, Siku and Jokum's Shear gold projects with
the aim of defining geological models to direct future drilling campaigns.
· Vagar Ridge: 2022 results provide further evidence of Intrusion
Related gold potential and the presence of Orogenic gold mineralisation with
some geological similarities with the Nalunaq deposit, enabling the team to
leverage previous experience.
· Kobberminebugt: 2022 results confirm copper mineralisation to be
skarn related with potential for significant tonnages at depth or along strike
opening up the potential for numerous similar bodies across more than 40km of
granite contact zone
· North Sava: Completed a 5,100 line-km aerial survey, the results of
which are being processed and will be published in H2 2023.
Eldur Olafsson, CEO of Amaroq, commented:
"We enter the second quarter of the year very well-funded, and with a busy
programme of exploration to add incremental resource to the Company and to
bring Nalunaq onstream on time and on budget such that we can meet trial
mining in 2024. At the same time, our plans for a main market listing in
Iceland move forward. I would like to thank the entire team for their
dedication and hard work as we grow the Company at pace."
2023 Exploration and Development Workplan:
Gold Projects
· Nalunaq
In preparation for the 2023 field season and enabled by the debt financing,
Amaroq is finalizing mine design and schedule for the up-dip portion of the
Mountain Block, thus laying the groundwork for a trial mining area. In order
to realise this the Nalunaq project team is working on:
o Site Preparation - June to August, the site will undergo logistical
planning, detailed engineering design, procurement and mobilization of
equipment and project teams in preparation for underground development as well
as construction of associated infrastructure.
o Mine Preparation - August to January, following the mobilization of
equipment and personnel, the existing developments in the Mountain Block will
be re-opened and rehabilitated with all required mining services installed.
o Trial Mine Operation - January 2024 onwards, Amaroq intends to commence a
new operation within the Mountain Block with trial mining and ore production
feeding an initial stage (gravity circuit) trial processing facility
constructed on the valley floor.
In addition to this and to facilitate progressive resource growth in this
trial mining area, the Company is conducting a programme of mountain drilling
in the trial mining area and further up-dip
· Nanoq
o The 2022 season saw the completion of a 407.65 km(2) high-resolution
heli-borne geophysical survey across the Nanoq, Siku and Jokum's Shear gold
projects with the aim of defining geological models to direct future drilling
campaigns.
o These results have highlight a number of additional targets which will be
assessed during field investigations in 2023 as well as site preparation ahead
of initial drilling in 2024.
· Vagar Ridge
o While Amaroq will focus its efforts on the development of the Nalunaq
deposit during 2023, Amaroq will aim to construct a robust geological and
mineralisation model to inform future exploration at Vagar. Ground preparation
and drill readiness preparations will also occur ahead of the 2024 season.
Strategic Minerals Projects (Amaroq 51%)
· Sava
o The 2022 field season saw the completion of a two drillhole scout drilling
programme across two target areas along with associated mapping and sampling
across the licence.
o Amaroq has proposed a 2023 season incorporating further scout drilling on
at least two separate IOCG targets along with further ground exploration in
the form of geological and alteration mapping guided by external IOCG
specialists.
· North Sava
o An airborne geophysical survey of approximately 5,100 line-km was
completed across the North Sava sub area targeting the continuation of the
mineralisation and mineral potential already identified at Sava.
o Results are currently being interpreted by the Amaroq geology team and
external consultants with conclusions are expected to be announced in H2-23.
· Kobberminebugt Licence
o Samples of the main Josva vein returned up to 11.6 % Cu over 0.5 m. Minor
gold and silver grades were also reported.
o The 2023 fieldwork plan revolves around a detailed airborne geophysical
survey across the whole licence area aimed at signaturing the mineralisation
at Josva and Lilian and using this as a proxy for further discoveries.
· Saqqaa Dyke
o Amaroq is planning on conducting a targeted surface core drilling
programme into the potential strike extension of Saqqaa Dyke below the Nalunaq
Valley floor and previously signatured from ground geophysical surveys.
o Saqqaa peridotite dyke is known to host semi-massive and disseminated
magmatic sulphide mineralisation, with elevated concentrations of Nickel (up
to >1%), Copper (up to 6% in float samples), and Platinum Group Elements
(up to 10 g/t Pd in channel samples).
· Stendalen Licence
o A Detailed geophysical survey will be conducted across the Stendalen
layered intrusion in order to assess its potential to host Ni sulphides at
depth and on its flanks.
o The Titanium/Vanadium hosting intrusion will also undergo ground
reconnaissance and initial stratigraphic drilling to signature this
mineralisation as well as assess the Ni sulphide hosting potential.
o The Paatusoq syenite intrusion will be visited and sampled in 2023, with
the main objectives being to follow up on historic radiometric anomalies and
identify areas of mineralisation. Drone surveys may be carried out to improve
geological maps of the intrusion.
o A virtually unexplored layered gabbro intrusion in contact with the
Paatusoq syenites may also be visited and assessed for its similarities to the
Stendalen gabbro intrusion.
Amaroq Financial Results
The following selected financial data is extracted from the Financial
Statements for the three months ended March 31, 2023.
Financial Results
Three months ended March 31
2023 2022
$ $
Exploration and evaluation expenses 1,181,653 1,010,330
General and administrative 2,577,035 2,988,769
Net loss and comprehensive loss 3,376,893 4,135,498
Basic and diluted loss per common share (0.01) (0.02)
Financial Position
As at March 31 As at December 31
2023 2022
$ $
Cash on hand 46,784,407 50,137,569
Total assets 62,010,593 65,096,061
Total current liabilities 1,729,851 1,868,198
Shareholders' equity 60,280,742 63,227,863
Working capital 46,738,567 49,472,991
Iceland Investor Event
Amaroq will be holding a Capital Markets Day for the Icelandic market at the
new headquarters of Landsbankinn at Reykjastræti 6, 101 Reykjavík,
from 9.00am to 11.00am Iceland time, GMT on Friday June 2, 2023.
Amaroq's Board and senior management will provide an overview of the Company's
strategy and growth plans, in addition to an update on plans for the Company's
Main Market listing in Iceland. Attendees will have the opportunity to
address questions to the management team.
To attend the event in person, please click on the following link for
registration: https://www.landsbankinn.is/amaroq-minerals
(https://www.landsbankinn.is/amaroq-minerals)
The event will be broadcast live to enable remote access to the meeting.
Please register for the webcast at the following
link: https://www.landsbankinn.is/amaroq-minerals
(https://www.landsbankinn.is/amaroq-minerals)
Ends
Enquiries:
Amaroq Minerals Ltd.
Eldur Olafsson, Executive Director and CEO
+354 665 2003
eo@amaroqminerals.com
Eddie Wyvill, Investor Relations
+44 (0)7713 126727
ew@amaroqminerals.com
Stifel Nicolaus Europe Limited (Nominated Adviser and Broker)
Callum Stewart
Varun Talwar
Simon Mensley
Ashton Clanfield
+44 (0) 20 7710 7600
Panmure Gordon (UK) Limited (Joint Broker)
John Prior
Hugh Rich
Dougie Mcleod
+44 (0) 20 7886 2500
Landsbankinn hf. (Listing Agent)
Ellert Arnarson
Ellert.Arnarson@landsbankinn.is
Camarco (Financial PR)
Billy Clegg
Elfie Kent
Charlie Dingwall
+44 (0) 20 3757 4980
For Company updates:
Follow @Amaroq_minerals on 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 Greenland. The Company's principal asset is a 100% interest in
the Nalunaq Project, an advanced exploration stage property with an
exploitation license including the previously operating Nalunaq gold mine. The
Corporation has a portfolio of gold and strategic metal assets covering
7,866.85km(2), the largest mineral portfolio in Southern Greenland covering
the two known gold belts in the region. Amaroq Minerals is incorporated under
the Canada Business Corporations Act and wholly owns Nalunaq A/S, incorporated
under the Greenland Public Companies Act.
Glossary
Ag silver
Au gold
Bt Billion tonnes
Cu copper
g grams
g/t grams per tonne
km kilometers
Koz thousand ounces
m meters
Mo molybdenum
MRE Mineral Resource Estimate
Nb niobium
Ni nickel
oz ounces
REE Rare Earth Elements
t tonnes
Ti Titanium
t/m(3) tonne per cubic meter
U uranium
USD/ozAu US Dollar per ounce of gold
V Vanadium
Zn zinc
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 Minerals and a Chartered
Geologist with the Geological Society of London, and as such a Qualified
Person as defined by NI 43-101.
Amaroq Minerals Ltd.
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2023
The attached financial statements have been prepared by Management of Amaroq
Minerals Ltd. and have not been reviewed by the auditor
As at March 31, As at December 31,
Notes 2023 2022
$ $
ASSETS
Current assets
Cash 46,784,407 50,137,569
Sales tax receivable 79,813 95,890
Prepaid expenses and others 965,534 450,290
Total current assets 47,829,754 50,683,749
Non-current assets
Deposit 27,944 27,944
Escrow account for environmental monitoring 433,223 427,120
Mineral properties 3 85,579 85,579
Capital assets 4 13,634,093 13,871,669
Total non-current assets 14,180,839 14,412,312
TOTAL ASSETS 62,010,593 65,096,061
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables 1,018,351 1,138,961
Lease liabilities - current portion 5 72,836 71,797
Total current liabilities 1,091,187 1,210,758
Non-current liabilities
Lease liabilities 5 638,664 657,440
Total non-current liabilities 638,664 657,440
Total liabilities 1,729,851 1,868,198
Equity
Capital stock 131,837,145 131,708,387
Contributed surplus 5,551,879 5,250,865
Accumulated other comprehensive loss (36,772) (36,772)
Deficit (77,071,510) (73,694,617)
Total equity 60,280,742 63,227,863
TOTAL LIABILITIES AND EQUITY 62,010,593 65,096,061
Subsequent events 9
The accompanying notes are an integral part of these unaudited condensed
interim consolidated financial statements.
Three months ended March 31,
Notes 2023 2022
$ $
Expenses
Exploration and evaluation expenses 7 1,181,653 1,010,330
General and administrative 8 2,577,035 2,988,769
Loss on disposal of capital assets 37,791 -
Foreign exchange loss (gain) (197,004) 147,188
Operating loss 3,599,475 4,146,287
Other expenses (income)
Interest income (231,319) (20,325)
Finance costs 8,737 9,536
Net loss and comprehensive loss (3,376,893) (4,135,498)
Weighted average number of common shares outstanding - basic and diluted
263,203,347 177,098,737
Basic and diluted loss per common share (0.01) (0.02)
The accompanying notes are an integral part of these unaudited condensed
interim consolidated financial statements.
Amaroq Minerals Ltd.
Consolidated Statements of Changes in Equity
(Unaudited, in Canadian Dollars)
Number of common Accumulated other comprehensive
shares outstanding Capital Stock Contributed surplus loss Total Equity
Deficit
$ $ $ $ $
Balance at January 1, 2022 177,098,737 88,500,205 3,300,723 (36,772) (51,795,654) 39,968,502
Net loss and comprehensive loss - - - - (4,135,498) (4,135,498)
Stock-based compensation - - 1,443,862 - - 1,443,862
Balance at March 31, 2022 177,098,737 88,500,205 4,744,585 (36,772) (55,931,152) 37,276,866
Balance at January 1, 2023 263,073,022 131,708,387 5,250,865 (36,772) (73,694,617) 63,227,863
Net loss and comprehensive loss - - - - (3,376,893) (3,376,893)
Options exercised 208,275 128,758 (150,000) - - (21,242)
Stock-based compensation 6 - - 451,014 - - 451,014
Balance at March 31, 2023 263,281,297 131,837,145 5,551,879 (36,772) (77,071,510) 60,280,742
The accompanying notes are an integral part of these unaudited condensed
interim consolidated financial statements.
Three months ended March 31,
Notes
2023 2022
$ $
Operating activities
Net loss for the period (3,376,893) (4,135,498)
Adjustments for:
Depreciation 4 199,785 203,970
Stock-based compensation 6 451,014 1,443,862
Loss on disposal of capital assets 37,791 -
Other expenses 8,737 9,048
Foreign exchange (216,560) 145,361
(2,896,126) (2,333,257)
Changes in non-cash working capital items:
Sales tax receivable 16,076 15,196
Prepaid expenses and others (515,244) 106,984
Trade and other payables (127,977) (905,619)
(627,145) (783,439)
Cash flow used in operating activities (3,523,271) (3,116,696)
Investing activities
Acquisition of capital assets 4 - (247,834)
Cash flow used in investing activities - (247,834)
Financing activities
Principal repayment - lease liabilities 5 (26,474) (5,550)
Cash flow from financing activities (26,474) (5,550)
Net change in cash before effects of exchange rate changes on cash during the
period
(3,549,745) (3,370,080)
Effects of exchange rate changes on cash 196,583 (130,938)
Net change in cash during the period (3,353,162) (3,501,018)
Cash, beginning of period 50,137,569 27,324,459
Cash, end of period 46,784,407 23,823,441
Supplemental cash flow information
Interest received 231,319 20,325
Additions in capital assets included in trade and other payables - 48,290
The accompanying notes are an integral part of these unaudited condensed
interim consolidated financial statements.
1. NATURE OF OPERATIONS, BASIS OF PRESENTATION
Amaroq Minerals Ltd. (the "Corporation") was incorporated on February 22, 2017
under the Canada Business Corporations Act. The Corporation's head office is
situated at 3400, One First Canadian Place, P.O. Box 130, 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
("Nasdaq") under the AMRQ ticker.
These unaudited condensed interim consolidated financial statements for the
three months ended March 31, 2023 ("Financial Statements") were approved by
the Board of Directors on May 25, 2023.
1.1 Basis of presentation and consolidation
The Financial Statements include the accounts of the Corporation and those of
its subsidiaries Nalunaq A/S and Gardaq A/S, corporations incorporated under
the Greenland Public Companies Act, owned at 100%.
The Financial Statements have been prepared in accordance with International
Financial Reporting Standards ("IFRS") as issued by the International
Accounting Standards Board ("IASB") including International Accounting
Standard ("IAS") 34, Interim Financial Reporting. The Financial Statements
have been prepared under the historical cost convention.
The Financial Statements should be read in conjunction with the annual
financial statements for the year ended December 31, 2022 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, 2022.
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, 2022. Estimates and assumptions are continually evaluated and are based on
historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.
3. MINERAL PROPERTIES
As at December 31, As at March 31,
2022 2023
Additions
$ $ $
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 - 6,821
Naalagaaffiup Portornga - Strategic Minerals 6,334 - 6,334
Saarloq - Strategic Minerals 7,348 - 7,348
Sava - Strategic Minerals 6,562 - 6,562
Kobberminebugt - Strategic Minerals 6,840 - 6,840
Stendalen - Strategic Minerals 4,837 - 4,837
North Sava - Strategic Minerals 4,837 - 4,837
Total mineral properties 85,579 - 85,579
As at December 31, As at December 31,
2021 2022
Additions
$ $ $
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 6,821
Naalagaaffiup Portornga - Strategic Minerals 6,334 - 6,334
Saarloq - Strategic Minerals 7,348 - 7,348
Sava - Strategic Minerals 6,562 - 6,562
Kobberminebugt - Strategic Minerals - 6,840 6,840
Stendalen - Strategic Minerals - 4,837 4,837
North Sava - Strategic Minerals - 4,837 4,837
Total mineral properties 62,244 23,335 85,579
4. CAPITAL ASSETS
Field equipment and
infrastruc- ture Vehicles and rolling stock Equipment (including software) Construc- tion In Progress
Right-of- use assets
Total
$ $ $ $ $ $
Three months ended March 31, 2023
Opening net book value 1,735,752 3,742,384 216,385 7,522,085 655,063 13,871,669
Disposals - - (37,791) - - (37,791)
Depreciation (49,594) (107,571) (22,843) - (19,777) (199,785)
Closing net book value
1,686,158 3,634,813 155,751 7,522,085 635,286 13,634,093
4. CAPITAL ASSETS (CONT'D)
Field equipment and
infrastruc- ture Vehicles and rolling stock Equipment (including software) Construc- tion In Progress
Right-of- use assets
Total
$ $ $ $ $ $
As at March 31, 2023
Cost 2,351,041 4,466,971 232,231 7,522,085 735,270 15,307,598
Accumulated depreciation
(664,883) (832,158) (76,480) - (99,984) (1,673,505)
Closing net book value
1,686,158 3,634,813 155,751 7,522,085 635,286 13,634,093
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 $164,011 ($181,833 for the three months ended March 31, 2022) was expensed
as exploration and evaluation expenses during the three months ended March 31,
2023.
As of March 31, 2023, the amount of $7,522,085 of construction in progress is
related to equipment and infrastructure received or in storage and which will
be installed at the appropriate time. Equipment and infrastructure include
process plant components that are not yet available for use.
5. LEASE LIABILITIES
As at March 31
2023
$
Balance beginning 729,237
Principal repayment (17,737)
Balance ending 711,500
Non-current portion - lease liabilities (638,664)
Current portion - lease liabilities 72,836
The Corporation has one lease for its office. In October 2020, the Corporation
started the 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.
6. STOCK-BASED COMPENSATION
6.1 Stock options
An incentive stock option plan (the "Plan") was approved initially in 2017 and
renewed by shareholders on June 16, 2022. 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 grants 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.
Changes in stock options are as follows:
Three months ended March 31, 2023
Weighted average exercise price
Number of options
$
Balance, beginning 10,717,395 0.57
Exercised (600,000) 0.43
Balance, end 10,117,395 0.58
Balance, end exercisable 10,084,062 0.58
Stock options outstanding and exercisable as at March 31, 2023 are as follows:
Number of options outstanding Number of options exercisable Exercise price
Expiry date
$
910,000 910,000 0.45 August 22, 2023
1,670,000 1,670,000 0.38 December 31, 2025
100,000 66,667 0.50 September 13, 2026
1,495,000 1,495,000 0.70 December 31, 2026
3,600,000 3,600,000 0.60 January 17, 2027
73,333 73,333 0.75 April 20, 2027
39,062 39,062 0.64 July 14, 2027
1,330,000 1,330,000 0.70 December 30, 2027
900,000 900,000 0.59 December 31, 2027
10,117,395 10,084,062
6.2 Restricted Share Unit
Conditional awards under the RSU
6.2.1 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.
6. STOCK-BASED COMPENSATION (CONT'D)
The awards are designed to align the interests of the Corporation's employees
and shareholders, by incentivizing 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.
· RSUs granted after the Third Measurement Date - 100% vest after
one year.
The maximum term of the awards is therefore four years from grant.
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.
6.2.2 Valuation
The fair value of the award granted in December 2022 is $5,408,800 based on
80% of the available pool being awarded. A charge of $449,000 was recorded
during the three months ended March 31, 2023.
7. EXPLORATION AND EVALUATION EXPENSES
Three months ended March 31,
2023 2022
$ $
Geology 113,105 154,421
Drilling - 40,462
Analysis - 141,382
Transport 304,200 89,139
Helicopter charter 79,868 -
Logistic support - 11,752
Insurance - 13,200
Maintenance infrastructure 294,119 370,247
Supplies and equipment 170,558 -
Project Engineering 55,792 -
Government fees - 7,894
Exploration and evaluation expenses before depreciation 1,017,642 828,497
Depreciation 164,011 181,833
Exploration and evaluation expenses 1,181,653 1,010,330
8. GENERAL AND ADMINISTRATION
Three months ended March 31,
2023 2022
$ $
Salaries and benefits 617,589 639,999
Director's fees 157,000 157,000
Professional fees 611,878 275,708
Marketing and investor relations 141,968 168,867
Insurance 67,602 101,019
Travel and other expenses 301,269 145,913
Regulatory fees 192,941 34,264
General and administration before following elements 2,090,247 1,522,770
Stock-based compensation 451,014 1,443,862
Depreciation 35,774 22,137
General and administration 2,577,035 2,988,769
9. SUBSEQUENT EVENTS
9.1 ACAM LP Joint Venture
On June 10, 2022, the Corporation announced that it had signed a non-binding
head of terms with ACAM to establish a special purpose vehicle (the "SPV") and
created a joint venture (the "JV") for the exploration and development of its
Strategic Mineral assets for a combined contribution of $62.0 million (GBP
36.7 million). Subject to negotiation of the final terms of the JV, ACAM
invests $30.4 million (GBP 18 million) in exchange for a 49% shareholding in
the SPV, with Amaroq holding 51%. Amaroq is expected to contribute its
strategic non- precious mineral (i.e. non-gold) licences as well as a
contribution in kind, valued, in aggregate, at $31.6 million (GBP 18.7
million) in the form of site support, logistics and overhead costs associated
with utilizing its existing infrastructure in Southern Greenland to support
the JV's activities. The transfer of these licenses has been approved by the
Greenland Government on April 13, 2023. An option for further future funding
of $16.0 million (GBP 10.0 million) is also potentially available on the
achievement of agreed milestones.
9. SUBSEQUENT EVENTS (CONT'D)
The final documentation of the deal was executed on October 19, 2022. Written
approval by the Government of Greenland pursuant to section 88(1) of the
Mineral Resources Act for the transfer of the Initial JV Company Licences by
Nalunaq A/S to the Gardaq A/S has been received and the resolution of the
final administrative matters, to satisfy the remaining conditions needed to
complete the ACAM Transaction have been completed on April 13, 2023.
9.2 US$49.5M Debt Financing (the "Financing") and Potential Main Market Listing in Iceland
On March 28, 2023, the Corporation has signed non-binding term sheets for a
US$49.5 million senior secured financing package consisting of:
· US$18.5 million Senior Debt Revolving Credit Facility ("RCF")
with Icelandic banks Landsbanki and Fossar Investment Bank, with a two-year
term and interest at the Secured Overnight Financing Rate (SOFR) plus 950bps.
The RCF has a 2% arrangement fee and a 0.4% commitment fee on unutilized
amounts.
· Up to US$21 million Syndicated Convertible Notes ("Convertible
Note") with an affiliate of ACAM LP, JLE Property Ltd, Livermore Partners and
First Pecos with a four-year term, payment-in-kind interest of 5% per annum
and a conversion price of 42 pence/share.
· ACAM LP's main investors are the majority ultimate beneficial
owners of GCAM LP.
· US$10 million, two-year Cost Overrun loan by JLE Property Limited
on the same terms as the Convertible Note, plus a 2.5% commitment fee on
unutilized amounts, to insure against any potential unexpected cost increases.
The Financing, together with existing capital, is expected to enable the
transition from bulk sample stage to trial mining, processing and production
of gold doré on site at Nalunaq in a staged approach, ahead of full-scale
production. The Corporation will finalize the Financing's legally binding
documentation and expects to be in a position to sign binding documents within
the next three months.
Alongside the Financing, the Corporation intends to explore the possibility of
a main market listing on Iceland's Nasdaq Exchange and will update on progress
and timing in due course.
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