REG - Amaroq Minerals Ltd - Q3 2022 Financial Results and 2023 Objectives
29/11/2022 07:00
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RNS Number : 8519H Amaroq Minerals Ltd 29 November 2022
("Amaroq" or the "Corporation")
Q3 2022 Financial Results and 2023 Objectives
TORONTO, ONTARIO - November 29, 2022 - 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 announce its Q3
financials and present its exploration and development objectives for 2023.
The Financial Statements and the accompanying Management Discussion and
Analysis are available on the Corporation's website at www.amaroqminerals.com
(http://www.amaroqminerals.com) and will be filed under the Corporation's
SEDAR profile at www.sedar.com (http://www.sedar.com/) later today. All
figures are in Canadian dollars unless otherwise noted.
Q3 2022 Highlights
· Significant progress across Amaroq's portfolio within Greenland during
the period, with work plans completed on schedule and within budget.
· Publication of an updated Nalunaq Mineral Resource Estimate (MRE)
with reported Total Inferred Mineral Resource of 355.0Kt @ 28.0g/t Au for
320Koz gold, and confirming the project as falling within the top 2% of
deposits in terms of grade globally.
· Commencement of the planning stages of a bulk sampling project at
Nalunaq to assess the optimal path forward for mine development, and working
towards first cashflow generation.
· Additional drilling completed across two further projects at Sava and
at Vagar Ridge, with results expected in Q4 and follow up exploration and
drilling planned for 2023.
· Geophysical surveys completed at Nanoq and North Sava, with the
results currently being processed with further ground exploration conducted in
the Eagle's Nest and Kobberminbugt areas.
· C$11m allocated to exploration and development of the Corporation's
significant Greenlandic assets in the nine months ended September 30, 2022.
Post-period Highlights
· Promising discovery of Copper, Molybdenum and Gold at the Sava
licence during the 2022 exploration programme.
· Completion of £30m Capital Fundraising (circa C$46.4 million) in London
and Iceland to accelerate development of the Company's precious metals
portfolio.
· Signing of final documentation in relation to the ACAM joint venture
for the exploration and development of Amaroq's strategic mineral assets and
receipt of initial £18m funding (circa C$28.5 million) is expected to close
in Q1 2023, subject to limited regulatory conditions being satisfied.
· Listing of Icelandic Depository Receipts on the Nasdaq First North
Growth Market in Iceland with the first day of trading being November 1, 2022.
2023 Precious Metals Objectives
· Focus on progressing Nalunaq to the next phase of development, to
underpin the development of the wider portfolio.
· Nalunaq: Extraction of an initial bulk sample to elevate the Inferred
Mineral Resources to the Indicated category, provide mining access to the
orebody and demonstrate revenue generation potential. Drilling programme to
take place, targeting an extension to the Inferred Resources in the Mountain
Block and to generate further targets in the Welcome Block.
· Vagar Ridge: Following limited drilling during 2022 due to weather
conditions, Amaroq will finalize the scout drilling programme to improve the
understanding of the geology and mineralisation of the discovery.
· Nanoq: Scout drilling programme to take place following geophysical
results, targeting surface exposures to improve understanding of the geology
and structure.
· Regional: Gold target generation programme will continue across the
Vagar licence and the greater area.
2023 Strategic Minerals Objectives
· Accelerate exploration of Strategic Minerals assets in line with the
ACAM Joint Venture agreement.
· Sava / North Sava: Further scout drilling on 3+ targets as well as
infill drilling at Target South and Target West. Systematic surface sampling
to expand Target North and define further iron oxide, copper, gold (IOCG)
prospectivity.
· Stendalen: Airborne geophysical survey and a first strategraphic drill
hole through the prospective geological units.
· Paatasoq: Ground-based targeting to take place across Gardar age
intrusion targeting Rare Earth mineralisation
· Kobberminebugt: Airborne geophysical survey to assess the location,
size and depth of the skarn style mineralisation.
2023 Operational Priorities
· Finalization of ABD Solutions survey to assess the suitability of the
Nalunaq site for vehicle automation. Amaroq will continue discussions with ABD
Solutions to determine the next steps.
· Amaroq's development programme will require significant equipment and
the Company will be evaluating procurement options in 2023 to ensure
availability of equipment and services.
· Amaroq is in dialogue with the Greenlandic government and a team of
experts to assess potential for green energy production in Greenland. The
Company's priority focus is to establish how green energy can be sourced to
supply Amaroq's sites and how the Company can cooperate with the government to
help facilitate the development of green energy within Greenland.
Eldur Olafsson, CEO of Amaroq, commented:
"Amaroq is now the most active private investor in Greenland, and we continue
to make excellent strategic progress in the region. We are now focused on
advancing our cornerstone Nalunaq project to the next phase of development,
with an initial bulk sample expected in 2023. We also continue to progress
exploration work at our key growth targets and remain on schedule with our
plans, with geophysical surveys and additional drilling completed throughout
the period.
"I am also pleased to present our priority objectives for 2023. We have
developed an exciting programme to accelerate growth across our portfolio, and
I look forward to providing an update on our progress."
Selected Financial Information
The following selected financial data is extracted from the Financial
Statements for the three and nine months ended September 30, 2022.
Financial Results
Three months ended September 30 Nine months ended September 30
2022 2021 2022 2021
$ $ $ $
Exploration and evaluation expenses 5,567,361 4,196,019 11,003,192 7,441,215
General and administrative 1,859,725 3,022,738 6,946,432 7,061,387
Net loss and comprehensive loss 7,012,481 7,008,968 17,472,618 14,874,983
Basic and diluted loss per common share (0.04) (0.04) (0.10) (0.08)
Financial Position
As at September 30 As at December 31
2022 2021
$ $
Cash on hand 11,032,487 27,324,459
Total assets 26,028,307 42,781,664
Total current liabilities 1,227,741 2,100,084
Shareholders' equity 24,124,912 39,968,502
Working capital 10,065,234 25,542,242
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
SI Capital Limited (Joint Broker)
Nick Emerson
Charlie Stephenson
+44 (0) 1483 413500
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
Amaroq Minerals: Unaudited Condensed Interim Consolidated Financial Statements
for the three and nine Months Ended September 30, 2022
Consolidated Statements of Financial Position
(Unaudited, in Canadian Dollars)
As at As at December 31,
September 30,
Notes 2022 2021
$ $
ASSETS
Current assets
Cash 11,032,487 27,324,459
Sales tax receivable 65,431 51,250
Prepaid expenses and others 195,057 266,617
Total current assets 11,292,975 27,642,326
Non-current assets
Deposit 27,944 9,805
Escrow account for environmental monitoring 396,953 424,637
Mineral properties 3 62,244 62,244
Capital assets 4 14,248,191 14,642,652
Total non-current assets 14,735,332 15,139,338
TOTAL ASSETS 26,028,307 42,781,664
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables 1,156,834 2,049,249
Lease liabilities - current portion 5 70,907 50,835
Total current liabilities 1,227,741 2,100,084
Non-current liabilities
Lease liabilities 5 675,654 713,078
Total non-current liabilities 675,654 713,078
Total liabilities 1,903,395 2,813,162
Equity
Capital stock 88,726,405 88,500,205
Contributed surplus 4,703,551 3,300,723
Accumulated other comprehensive loss (36,772) (36,772)
Deficit (69,268,272) (51,795,654)
Total equity 24,124,912 39,968,502
TOTAL LIABILITIES AND EQUITY 26,028,307 42,781,664
The accompanying notes are an integral part of these unaudited condensed
interim consolidated financial statements.
Consolidated Statements of Comprehensive Loss
(Unaudited, in Canadian Dollars)
Three months Nine months
ended September 30, ended September 30,
Notes 2022 2021 2022 2021
Expenses
Exploration and evaluation expenses 7 5,567,361 4,196,019 11,003,192 7,441,215
General and administrative 8 1,859,725 3,022,738 6,946,432 7,061,387
Foreign exchange loss (gain) (391,133) (185,986) (417,826) 461,705
Operating loss 7,035,953 7,032,771 17,531,798 14,964,307
Other expenses (income)
Interest income (32,837) (33,700) (87,554) (119,629)
Finance costs 9,365 9,897 28,374 30,305
Net loss and comprehensive loss (7,012,481) (7,008,968) (17,472,618) (14,874,983)
Weighted average number of common shares outstanding - basic and 177,341,889 177,098,737 177,184,305 177,098,737
diluted
Basic and diluted loss per common share (0.04) (0.04) (0.10) (0.08)
Consolidated Statements of Changes in Equity
(Unaudited, in Canadian Dollars)
Number of common shares Capital Contributed surplus Accumulated other comprehensive loss Deficit Total
outstanding Stock Equity
$ $ $ $ $
Balance at January 1, 2021 177,098,737 88,500,205 2,925,952 (36,772) (27,106,415) 64,282,970
Net loss and comprehensive loss - - - - (14,874,983) (14,874,983)
Stock-based compensation - - 360,000 - - 360,000
Balance at September 30, 2021 177,098,737 88,500,205 3,285,952 (36,772) (41,981,398) 49,767,987
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 - - - - (17,472,618) (17,472,618)
Options exercised 260,000 226,200 (96,200) - - 130,000
Stock-based compensation - - 1,499,028 - - 1,499,028
Balance at September 30, 2022 177,358,737 88,726,405 4,703,551 (36,772) (69,268,272) 24,124,912
The accompanying notes are an integral part of these unaudited condensed
interim consolidated financial statements.
Consolidated Statements of Cash Flows
(Unaudited, in Canadian Dollars)
Notes Nine months
ended September 30,
2022 2021
$ $
Operating activities
Net loss for the period (17,472,618) (14,874,983)
Adjustments for:
Depreciation 4 638,039 190,309
Stock-based compensation 1,499,028 360,000
Other expenses 9,048 -
Foreign exchange (413,443) 403,826
(15,739,946) (13,920,848)
Changes in non-cash working capital items:
Sales tax receivable (14,181) 7,338
Prepaid expenses and others 71,561 (30,975)
Trade and other payables (843,483) 2,273,639
(786,103) 2,250,002
Cash flow used in operating activities (16,526,049) (11,670,846)
Investing activities
Acquisition of capital assets 4 (301,958) (5,415,805)
Deposit on order - (6,610,868)
Cash flow used in investing activities (301,958) (12,026,673)
Financing activities
Principal repayment - lease liabilities 5 (39,659) (49,115)
Exercise of stock options 130,000 -
Cash flow from financing activities 90,341 (49,115)
Net change in cash before effects of exchange rate changes on cash (16,737,666) (23,746,634)
during the period
Effects of exchange rate changes on cash 445,694 (276,137)
Net change in cash during the period (16,291,972) (24,022,771)
Cash, beginning of period 27,324,459 61,874,999
Cash, end of period 11,032,487 37,852,228
Supplemental cash flow information
Interest received 87,554 119,629
Additions in capital assets included in trade and other payables - 551,762
Exercise of stock options credited to capital stock 96,200 -
The accompanying notes are an integral part of these unaudited condensed
interim consolidated financial statements.
Condensed Notes to the interim Consolidated Financial Statements
Three and nine months ended September 30, 2022 and 2021
(Unaudited, in Canadian Dollars)
1. NATURE OF OPERATIONS, BASIS OF PRESENTATION
Amaroq Minerals Ltd. (the "Corporation") (previously known as AEX Gold Inc.)
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 and nine months ended September 30, 2022 ("Financial Statements") were
approved by the Board of Directors on November 28, 2022.
1.1 Basis of presentation
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, 2021, 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, 2021.
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, 2021. 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, 2021 Additions As at
September 30,
2022.
$ $ $
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
Naalagaaffiup Portornga - Strategic Minerals 6,334 - 6,334
Saarloq - Strategic Minerals 7,348 - 7,348
Sava - Strategic Minerals 6,562 - 6,562
Total mineral properties 62,244 - 62,244
As at December 31, 2020 Additions As at
December 31,
2021
$ $ $
Nalunaq 1 - 1
Tartoq 18,431 - 18,431
Vagar 11,103 - 11,103
Nuna Nutaaq 6,076 - 6,076
Anoritooq 6,389 - 6,389
Naalagaaffiup Portornga 6,334 - 6,334
Saarloq 7,348 - 7,348
Sava 6,562 - 6,562
Total mineral properties 62,244 - 62,244
4. CAPITAL ASSETS
Field equipment and infrastruc- ture Vehicles and rolling stock Equipment (including software) Construc-tion In Progress Right-of-use assets Total
$ $ $ $ $ $
Nine months ended September 30, 2022
Opening net book value 1,989,114 4,304,709 156,011 7,452,668 740,150 14,642,652
Additions - - 179,041 69,417 - 248,458
Adjustment - - - - (4,880) (4,880)
Depreciation (193,772) (330,247) (54,030) - (59,990) (638,039)
Closing net book value 1,795,342 3,974,462 281,022 7,522,085 675,280 14,248,191
As at
September 30, 2022
Cost 2,351,041 4,605,320 364,919 7,522,085 836,200 15,679,565
Accumulated depreciation (555,699) (630,858) (83,897) - (160,920) (1,431,374)
Closing net book value 1,795,342 3,974,462 281,022 7,522,085 675,280 14,248,191
4. 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 $545,919 ($122,672 for the nine months ended September 30, 2021) was
expensed as exploration and evaluation expenses during the nine months ended
September 30, 2022.
As at September 30, 2022, the Corporation had capital asset purchase
commitments, net of deposit on order, of $nil ($939,016 as at September
30, 2021). These commitments related to purchases of equipment,
infrastructure and vehicles.
As of September 30, 2022, 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
September 30, 2022
$
Balance beginning 763,913
Principal repayment (39,659)
Adjustment 22,307
Balance ending 746,561
Non-current portion - lease liabilities (675,654)
Current portion - lease liabilities 70,907
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 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.
On January 17, 2022, the Corporation granted its officers, employees and
consultant 4,100,000 stock options with an exercise price of $0.60 and expiry
date of January 17, 2027. The stock options vested 100% at the grant date.
The options were granted at an exercise price equal to the closing market
price of the shares the day prior to the grant. Total stock-based compensation
costs amount to $1,435,000 for an estimated fair value of $0.35 per option.
The fair value of the options granted was estimated using the Black-Scholes
model with no expected dividend yield, 69.38% expected volatility, 1.51%
risk-free interest rate and a 5-year term. The expected life and expected
volatility were estimated by benchmarking comparable companies to the
Corporation.
On April 20, 2022, the Corporation granted a senior employee 73,333 stock
options with an exercise price of $0.75 and expiry date of April 20, 2027.
The stock options vested 100% at the grant date. The options were granted with
an exercise price equal to the closing market price of the shares the day
prior to the grant. Total stock-based compensation costs amount to $32,267 for
an estimated fair value of $0.44 per option. The fair value of the options
granted was estimated using the Black-Scholes model with no expected dividend
yield, 68.9% expected volatility, 2.7% risk-free interest rate and a 5-year
term. The expected life and expected volatility were estimated by benchmarking
comparable companies to the Corporation.
On July 14, 2022, the Corporation granted an employee 39,062 stock options
with an exercise price of $0.64 and expiry date of July 14, 2027. The stock
options vested 100% at the grant date. The options were granted with an
exercise price equal to the closing market price of the shares the day prior
to the grant. Total stock-based compensation costs amount to $14,844 for an
estimated fair value of $0.38 per option. The fair value of the options
granted was estimated using the Black-Scholes model with no expected dividend
yield, 69% expected volatility, 3.1% risk-free interest rate and a 5-year
term. The expected life and expected volatility were estimated by benchmarking
comparable companies to the Corporation.
Changes in stock options are as follows:
Nine months ended
September 30, 2022
Number of options Weighted average exercise price
$
Balance, beginning 6,935,000 0.51
Granted 4,212,395 0.60
Exercised (260,000) 0.50
Expired (1,450,000) 0.53
Balance, end 9,437,395 0.55
Balance, end exercisable 9,404,062 0.55
Stock options outstanding and exercisable as at September 30, 2022 are as
follows:
Number of options outstanding Number of options exercisable Exercise Expiry date
Price
$
1,360,000 1,360,000 0.45 August 22, 2023
1,820,000 1,820,000 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
3,650,000 3,650,000 0.60 January 17, 2027
73,333 73,333 0.75 April 20, 2027
39,062 39,062 0.64 July 14, 2027
900,000 900,000 0.59 December 31, 2027
9,437,395 9,404,062
7. EXPLORATION AND EVALUATION EXPENSES
Three months Nine months
ended September 30, ended September 30,
2022 2021 2022 2021
$ $ $ $
Geochemistry - 517,772 - 517,772
Geology 148,959 1,381,518 954,591 2,087,472
Lodging and on-site support 177,655 167,332 212,910 231,855
Underground work - 29,929 - 48,518
Drilling 2,427,592 870,296 3,718,119 1,158,056
Analysis 23,246 21,365 164,628 105,946
Geophysics survey 412,624 - 412,624 -
Transport 168,180 12,863 311,395 35,276
Supplies and equipment 143,489 1,997 503,647 1,997
Helicopter charter 484,135 602,189 926,959 711,214
Logistic support 689,739 477,654 791,847 563,769
Insurance - 32,490 - 41,197
Maintenance infrastructure 706,700 - 2,450,075 -
Project Engineering costs - 56,573 - 1,792,705
Government fees 2,584 - 10,478 22,766
Exploration and evaluation expenses before depreciation 5,384,903 4,171,978 10,457,273 7,318,543
Depreciation 182,458 24,041 545,919 122,672
Exploration and evaluation expenses 5,567,361 4,196,019 11,003,192 7,441,215
8. GENERAL AND ADMINISTRATION
Three months Nine months
ended September 30, ended September 30,
2022 2021 2022 2021
$ $ $ $
Salaries and benefits 557,721 700,186 1,799,488 1,755,147
Director's fees 157,000 235,273 471,000 471,652
Professional fees 783,765 731,888 1,808,377 1,978,837
Marketing and industry involvement 112,174 220,622 414,852 576,954
Insurance 68,784 169,437 274,455 435,779
Travel and other expenses 97,019 847,998 481,589 1,150,363
Regulatory fees 27,288 94,788 105,523 265,018
General and administration before following elements 1,803,751 3,000,192 5,355,284 6,633,750
Stock-based compensation 18,468 - 1,499,028 360,000
Depreciation 37,506 22,546 92,120 67,637
General and administration 1,859,725 3,022,738 6,946,432 7,061,387
9. SUBSEQUENT EVENTS
9.1 Acquisition of Significant Strategic Mineral Land Package in South
Greenland
On May 12, 2022, the Corporation announced that it has acquired mineral
exploration licences No. 2020-41 and 2021-11 (the "Licences") covering areas
in South Greenland from Orano Group ("Orano") for zero upfront consideration
but in exchange for a 0.5% contractual, gross revenue royalty (GRR), based on
potential future sales of minerals exploited on the licences. The GRR is paid
annually and capped at US$10 million ("Royalties Cap"). The Royalties Cap is
subject to an annual inflation adjustment, with an ultimate cap limited to the
market capitalisation of the Corporation at the time of signature. Orano has a
right of first refusal on any sales or transfer of licenses. The acquisition
became effective on November 14, 2022 when all related transfer documents were
signed by the Government of Greenland.
9.2 ACAM LP Joint Venture
On June 10, 2022, the Corporation announced that it had signed a non-binding
head of terms with ACAM LP ("ACAM") to establish a special purpose vehicle
(the "SPV") and create a joint venture (the "JV") for the exploration and
development of its Strategic Mineral assets for a combined contribution of
$58.0 million (GBP 36.7 million). Subject to negotiation of the final terms of
the JV, ACAM will invest $28.5 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 $29.5 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 licences is subject to approval
from the Greenland Government. An option for further future funding of $16.0
million (GBP 10.0 million) is also potentially available on the achievement
of agreed milestones. The final documentation of the deal was executed on
October 19, 2022 and the initial funding is expected in Q1 2023 subject to
certain regulatory conditions precedent.
9.3 Fundraising and First North Listing
On November 3, 2022, the Corporation successfully completed a capital
fundraising as well as a listing on the Nasdaq First North Growth Iceland
Exchange. The Corporation completed the fundraising by issuing 85,714,285
common shares at a price of GBP 0.35, $0.54 or ISK 56.77 per share, for a
gross proceeds to the Corporation of $46,162,053.
The Fundraising is complemented by the joint venture between the Corporation
and ACAM, announced on June 10, 2022 and finalized on October 19, 2022 under
which the Corporation will establish a strategic mineral focused exploration
subsidiary to hold certain licences in which the majority of resource is
expected to relate to non-gold minerals. In addition to the Fundraising, the
Corporation has now executed final documentation in relation to the ACAM joint
venture, with closing and receipt of the initial $28.5 million (GBP 18
million) funding now only subject to certain regulatory conditions precedent,
and is expected to close in Q1 2023.
Arion Bank hf. and Landsbankinn hf. acted as agents in connection with the
Icelandic Fundraising. In consideration for their services, the agents
received a cash commission equal to $1,668,318. Stifel Nicolaus Europe Limited
("Stifel") acted as sole bookrunner, nominated adviser and broker on the UK
Placing and Panmure Gordon (UK) Limited ("Panmure Gordon"; together with
Stifel, the "UK Banks") acted as manager and broker in relation to the UK
Placing. In consideration for their services, they received a cash commission
equal to $451,311.
Certain officers and directors of the Corporation purchased an aggregate of
4,972,871 common shares for gross proceeds of $2,700,132. The officers and
directors of the Corporation subscribed to the Fundraising under the same
terms and conditions as set forth for all subscribers.
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.
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 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. 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
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
oz ounces
t tonnes
t/m(3) tonne per cubic meter
U uranium
USD/ozAu US Dollar per ounce of gold
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 Mineral Resource Estimate was prepared by Dr Lucy Roberts, MAusIMM(CP),
Principal Consultant (Resource Geology), SRK Consulting (UK) Limited., an
independent Qualified Person in accordance with the requirements of National
Instrument 43-101 ("NI 43-101"). Dr Roberts has approved the disclosure
herein.
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.
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