REG - Amaroq Minerals Ltd - Closing of Fundrasing

Amaroq MineralsAnnouncement

03/11/2022 13:45

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RNS Number : 2605F  Amaroq Minerals Ltd  03 November 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ICELAND, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES SECTION WITHIN
THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR
FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF AMAROQ MINERALS LTD.

 

 

 

 

("Amaroq" or the "Company")

Amaroq Announces Closing of Fundraising and Issuance and Admission of UK
Placing and Canadian Subscription Shares

 

TORONTO, ONTARIO - November 3, 2022 - Amaroq Minerals Ltd. (AIM, TSXV, NASDAQ
First North: AMRQ - formerly AEX Gold Inc.), 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, today announces
further to its announcement on 31 October 2022, the closing of its fundraising
pursuant to which it has raised an aggregate of C$17,364,068 through a placing
of 18,493,925 common shares of the Company pursuant to the UK Placing and
13,485,727 common shares of the Company pursuant to the Canadian Subscription
(the "UK Placing and Canadian Subscription Shares"), which have today been
issued and admitted to trading on AIM and the TSX Venture Exchange (the
"TSXV").

Stifel Nicolaus Europe Limited and Panmure Gordon (UK) Limited acted as agents
in connection with the UK Placing. In consideration for their services, the
agents received a cash commission equal to C$451,311 (£290,915).

Following the admission of the UK Placing and Canadian Subscription Shares,
Amaroq's total issued share capital consists of 263,073,022 common shares of
no par value. Given the Company does not hold any common shares in Treasury,
this figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change in interest in, the share capital of the Company
under the Disclosure Guidance and Transparency Rules.

All Canadian Subscription Shares are subject to a four-month hold period,
which will expire March 4, 2023. The Fundraising is subject to final
acceptance of the TSXV.

Certain of the Directors and members of the Company's senior management team
participated in the Canadian Subscription for an aggregate of 4,972,871
Canadian Subscription Shares for gross proceeds of C$2,700,131.63 (equivalent
to approx. £1.74 million or ISK 282.31 million) in aggregate. As such, the
Canadian Subscription constitutes a "related party transaction" within the
meaning of Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101") and within the meaning of Policy
5.9 of the TSXV rules.

Related party transactions require the Company to obtain a formal valuation
and minority shareholder approval unless exemptions from these requirements
are available under applicable Canadian securities laws.  With respect to the
Canadian Subscription, the Company is relying on the exemption from the formal
valuation requirements in section 5.5(b) of MI 61-101 (as a result of the
Common Shares being listed on the TSXV) and is relying on the exemption from
minority approval requirements in section 5.7(1)(a) of MI 61-101, as the fair
market value of the securities distributed to, and the consideration received
from, interested parties does not exceed 25% of the Company's market
capitalization.  The Company did not file a material change report at least
21 days prior to the closing of the Canadian Subscription as participation of
the insiders had not been confirmed at that time and the Company wished to
close on an expedited basis for business reasons.

Capitalised terms not otherwise defined in the text of this announcement have
the meanings given in the Company's Fundraising announcement dated 19 October
2022

 

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

 

Arion Banki hf. (Joint Bookrunner in respect of the Icelandic Placing)

Hreidar Mar Hermannsson

Elka Osk Hrolfsdottir

Erlendur Magnus Hjartarson

+354 444 7000

 

Landsbankinn hf. (Joint Bookrunner in respect of the Icelandic Placing)

Ellert Arnarson

Sigurður Kári Tryggvason

Júlíus Fjeldsted

+ 354 410 4000

 

Stifel Nicolaus Europe Limited (Bookrunner, Nominated Adviser and Joint Broker
in respect of the UK Placing)

 

Callum Stewart

Varun Talwar

Simon Mensley

Ashton Clanfield

+44 (0) 20 7710 7600

 

Panmure Gordon (UK) Limited (Manager and Joint Broker in respect of the UK
Placing)

 

John Prior

Hugh Rich

Dougie Mcleod

+44 (0) 20 7886 2500

 

 

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

 

End Note: Conversions based on FX rates of GBP:ISK 162.2 and C$:GBP 0.6446 as
at 19 October 2022.

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.

 IMPORTANT NOTICES

This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain an invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America, Iceland, Australia, The
Republic of South Africa ("South Africa"), Japan or any other jurisdiction in
which such release, publication or distribution would be unlawful. This
Announcement is for information purposes only and does not constitute an offer
to sell or issue, or a solicitation of an offer to buy, subscribe for or
otherwise acquire any securities in the United States (including its
territories and possessions, any state of the United States and the District
of Columbia (collectively, the "United States")), Iceland, Australia, Canada,
South Africa, Japan or any other jurisdiction in which such offer or
solicitation would be unlawful or to any person to whom it is unlawful to make
such offer or solicitation.

The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States, or under the securities laws of Iceland,
Australia, Canada, South Africa, Japan, or any state, province or territory
thereof or any other jurisdiction outside the United Kingdom, except pursuant
to an applicable exemption from the registration requirements and in
compliance with any applicable securities laws of any state, province or other
jurisdiction of Iceland, Australia, Canada, South Africa or Japan (as the case
may be). No public offering of securities is being made in the United States,
Iceland, Australia, Canada, South Africa, Japan or elsewhere.

No action has been taken by the Company, Stifel, Panmure Gordon, Arion Bank,
Landsbankinn or any of their respective affiliates, or any of its or their
respective directors, officers, partners, employees, consultants, advisers
and/or agents (collectively, "Representatives") that would permit an offer of
the Fundraising Shares or possession or distribution of this Announcement or
any other publicity material relating to such Fundraising Shares in any
jurisdiction where action for that purpose is required. Persons receiving this
Announcement are required to inform themselves about and to observe any
restrictions contained in this Announcement. Persons (including, without
limitation, nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek appropriate
advice before taking any action. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so.

The Fundraising Shares have not been qualified for distribution by prospectus
in Canada and may not be offered or sold in Canada except in reliance on
exemptions from the requirements to provide the relevant purchaser with a
prospectus and, as a consequence of acquiring securities pursuant to this
exemption or exemptions, certain protections, rights and remedies provided by
the applicable Canadian securities laws will not be available to the relevant
purchaser.  The Fundraising Shares will be subject to statutory resale (hold)
restrictions for a period of four months and one day in Canada under the
applicable Canadian securities laws and any resale of the Common Shares must
be made in accordance with such resale restrictions or in reliance on an
available exemption therefore. Such restrictions shall not apply to any
Fundraising Shares acquired outside of Canada.

No other person should act on or rely on this Announcement and persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. By accepting the terms of this Announcement, you represent and agree that
you are a Relevant Person. This Announcement must not be acted on or relied on
by persons who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Fundraising relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons.

No offering document or prospectus has been made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the UK Placing or the Fundraising and no such prospectus is required (in
accordance with either the EU Prospectus Regulation, the UK Prospectus
Regulation or Canadian securities laws) to be published.

Stifel, which is authorised and regulated by the Financial Conduct Authority
in the United Kingdom is acting exclusively for the Company and for no one
else in connection with the UK Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in relation to
the UK Placing and will not be responsible to anyone other than the Company in
connection with the UK Placing or for providing the protections afforded to
their clients or for giving advice in relation to the UK Placing, the
Fundraising or any other matter referred to in this Announcement. The
responsibilities of Stifel, as nominated adviser, are owed solely to the
London Stock Exchange and are not owed to the Company or to any director or
any other person and accordingly no duty of care is accepted in relation to
them. No representation or warranty, express or implied, is made by Stifel as
to, and no liability whatsoever is accepted by Stifel in respect of, any of
the contents of this Announcement (without limiting the statutory rights of
any person to whom this Announcement is issued).

Panmure Gordon, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom is acting exclusively for the Company and for
no one else in connection with the UK Placing and will not regard any other
person (whether or not a recipient of this Announcement) as a client in
relation to the UK Placing and will not be responsible to anyone other than
the Company in connection with the UK Placing or for providing the protections
afforded to their clients or for giving advice in relation to the UK Placing,
the Fundraising or any other matter referred to in this Announcement.

Arion Bank, which is authorised and regulated by the Financial Supervisory
Authority of the Central Bank of Iceland, is acting exclusively for the
Company and for no one else in connection with the Icelandic Placing and will
not regard any other person (whether or not a recipient of this Announcement)
as a client in relation to the Icelandic Placing and will not be responsible
to anyone other than the Company in connection with the Icelandic Placing or
for providing the protections afforded to their clients or for giving advice
in relation to the Icelandic Placing, the Fundraising or any other matter
referred to in this Announcement.

Landsbankinn, which is authorised and regulated by the Financial Supervisory
Authority of the Central Bank of Iceland, is acting exclusively for the
Company and for no one else in connection with the Icelandic Placing and will
not regard any other person (whether or not a recipient of this Announcement)
as a client in relation to the Icelandic Placing and will not be responsible
to anyone other than the Company in connection with the Icelandic Placing or
for providing the protections afforded to their clients or for giving advice
in relation to the Icelandic Placing, the Fundraising or any other matter
referred to in this Announcement.

This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by or on behalf of Stifel, Panmure Gordon, Arion Bank and/or
Landsbankinn (apart from in the case of Stifel and Panmure Gordon the
responsibilities or liabilities that may be imposed by the Financial Services
and Markets Act 2000, as amended ("FSMA") or the regulatory regime established
thereunder) and/or by any of their respective affiliates and/or any of their
respective Representatives as to, or in relation to, the accuracy, adequacy,
fairness or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
their respective advisers or any other statement made or purported to be made
by or on behalf of Stifel, Panmure Gordon, Arion Bank and/or Landsbankinn
and/or any of their respective affiliates and/or by any of their respective
Representatives in connection with the Company, the UK Placing Shares, the UK
Placing, the Common Shares or any part of the Fundraising and any
responsibility and liability whether arising in tort, contract or otherwise
therefore is expressly disclaimed. No representation or warranty, express or
implied, is made by Stifel, Panmure Gordon, Arion Bank and/or Landsbankinn
and/or any of their respective affiliates and/or any of their respective
Representatives as to the accuracy, fairness, verification, completeness or
sufficiency of the information or opinions contained in this Announcement or
any other written or oral information made available to or publicly available
to any interested party or their respective advisers, and any liability
therefor is expressly disclaimed.

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this Announcement, in
whole or in part, is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

The Fundraising Shares issued pursuant to the Fundraising were not admitted to
trading on any stock exchange other than AIM, the TSXV and the Icelandic
Exchange.

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

 

Forward-Looking Information

This press release contains forward-looking information within the meaning of
applicable securities legislation, which reflects the Company's current
expectations regarding future events and the future growth of the Company's
business. In some cases, this forward-looking information can be identified by
the use of forward-looking terminology, including the terms "aims",
"anticipates", "believes", "could", "envisages", "estimates", "expects",
"intends", "may", "plans", "projects", "should", "targets" or "will" or, in
each case, their negative or other variations or comparable terminology. In
this press release there is forward-looking information based on a number of
assumptions and subject to a number of risks and uncertainties, many of which
are beyond the Company's control, that could cause actual results and events
to differ materially from those that are disclosed in or implied by such
forward-looking information. Such risks and uncertainties include but are not
limited to the factors discussed under "Risk Factors" in the Final Prospectus
available under the Company's profile on SEDAR at www.sedar.com. Any
forward-looking information included in this press release is based only on
information currently available to the Company and speaks only as of the date
on which it is made. Except as required by applicable securities laws, the
Company assumes no obligation to update or revise any forward-looking
information to reflect new circumstances or events. No securities regulatory
authority has either approved or disapproved of the contents of this press
release.

 

Inside Information

This announcement does not contain inside information.

 

 

 

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