Q3 2023 Financial Results

TORONTO, ONTARIO, Nov. 14, 2023 (GLOBE NEWSWIRE) — (“Amaroq” or the “Corporation” or the “Company”)

Q3 2023 Financial Results

Successful commencement of mine rehabilitation activities at Nalunaq

TORONTO, ONTARIO – 14 November 2023 – Amaroq Minerals Ltd. (AIM, TSXV, NASDAQ Iceland: AMRQ), an independent mine development company with a substantial land package of gold and strategic mineral assets in Southern Greenland, is pleased to present its Q3 2023 Financial Results.

Q3 2023 Corporate Highlights

• Amaroq group liquidity of $115 million (cash (gold and strategic minerals businesses), convert, loan and overrun facility).
• Gold business working capital of $59 million as of September 30, 2023 ($41 million as at June 30, 2023).
• The Strategic minerals business has available liquidity of $22.5 million ($29.3 million as at June 30, 2023).
• Closing of US$50.9 million senior secured debt funding package, enabling the staged transition production at the Nalunaq gold project.
• Amaroq successfully completed the transfer of its Icelandic listing from Nasdaq First North Growth Market to the Nasdaq Main Market in September 2023
• Completion of most successful drilling program at Nalunaq to date, underpinning potential for faster resource growth in Nalunaq.
• Significant expansion of mineral license holding in South Greenland following the award of two additional mineral exploration licences.

Q3 2023 Operational Highlights

• Contracting: At the end of Q3 2023, contracting for the processing plant, infrastructure, and construction, as well as underground mine rehabilitation and mining, was 75% complete.
• Engineering: Processing plant engineering was 63% complete at the end of Q3 2023, accounting for some additional scope and optimisation procedures within the core engineering workstreams.
• Construction: Process Plant pad construction neared completion. The Nalunaq camp expansion and upgrade was well underway with the assembly of an additional 30-person, winterized accommodation block completed. Components for the processing plant are arriving to site on schedule.
• Mining: Procurement of all required equipment and machinery for mine rehabilitation was completed. Mine rehabilitation works commenced in October 2023.
• Nalunaq Exploration: The 1,735m resource drilling programme at the Mountain Block extension was completed. This included the highest ever grade of a Main Vein intercept at 182g/t Au over 0.69m. Drilling confirmed the existence of the parallel ‘75 Vein’ in the hanging wall, with grades of up to 256g/t Au over 0.5m.
• Strategic Minerals: Amaroq completed the scout drilling programme across two targets at the Sava Copper Belt and commenced the Stendalen stratigraphic drilling.

Nalunaq Project KPIs

• 33, 684 total hours worked during Q3 2023.
• Daily average of 32 people working on site at Nalunaq over the period.
• Zero Lost Time Injuries in year-to-date 2023.
• Committed to ensuring local representation among the workforce, with the ratio of Greenlandic personnel at Nalunaq standing at 59% in year-to-date 2023.
• A further update on progress at Nalunaq will be provided later in 2023.

Q4 2023 Outlook

• Permitting: The public consultation for the Environmental Impact Assessment (EIA) and Social Impact Assessment (SIA) for Nalunaq is expected to take place in Q4 2023.
• Contracting: Key contracting processes are expected to be 100% completed following signing of the EPCM contract by the end of Q4 2023.
• Engineering: Overall engineering for the processing plant is expected to be 85% complete by the end of Q4 2023.
• Construction: Targeting 50% overall completion by the end of Q4 2023, with construction of the processing plant’s main building to commence in Q4 2023.
• Mine Rehabilitation: Rehabilitation of the Nalunaq Mine access portals expected to be complete at the 300 level and 450 level, alongside rehabilitation of the access ramp for 720 level in Q4 2023.
• Support Infrastructure: Expansion and upgrade of the 50-person Nalunaq base camp to 88-person expected to be completed by the end of 2023.
• Nalunaq Exploration: Further results from two additional sampled intersections at the 75 Vein expected in Q4 2023.
• Strategic Minerals: Results from the Sava drilling programme and initial results from the Stendalen stratigraphic drilling are expected in Q4 2023 or Q1 2024.

Eldur Olafsson, CEO of Amaroq, commented:

“We continue to make solid progress with our development workplan to bring Nalunaq into production successfully and sustainably. Post period, and following the finalization of two key services contracts, we commenced mine rehabilitation activities at the project, and I look forward to providing a fuller update on Nalunaq later this year.

We remain focused on exploration across our strategic minerals targets, and during the quarter we completed a scout drilling programme across two key targets across the Sava Copper Belt and commenced a stratigraphic drilling programme at the Stendalen nickel-copper target, with results expected in Q4.”

Update on Q3 2023 Operational Workplan

Nalunaq Development Workplan

• Nalunaq
  • Following the successful mobilisation of equipment and personnel, mine rehabilitation works are set to commence at Nalunaq in Q4 2023, including the installation of all required mining services within the Mountain Block, ahead of initial mining commencing next year.
  • Following the finalisation of key contracts and procurement of all major long lead items for the processing plant, the Company plans to commence the construction of the Processing Plant main building in Q4 2023.
  • The expansion and upgrade of the Nalunaq all-weather camp is expected to be completed by the end of 2023.
  • The Company intends to provide a further update on the Nalunaq Project Development programme later in 2023.

Gold Exploration Projects

• Nalunaq
  • Results from the completed Mountain Block drilling recorded the Company’s highest grade Main Vein intercept ever reported at 182g/t Au over 0.69m during a programme to explore the up-dip extension of the Mountain Block.
  • New discovery of several Hanging Wall Veins intersected, including 256g/t Au over 0.5m in the 75m Vein, showing similar thickness to Main Vein, providing potential for further minable bodies beyond the Main Vein.
  • Amaroq further expects results from two additional sampled intersections at the 75 Vein, which are currently being processed by the laboratory.
  • Further underground exploration is scheduled for Q4 2023 aimed at opening up a new high grade mining extension from the Target Block, which is located next to the Mountain Block.
• Nanoq
  • ALS Goldspot conducted a full review of the 2022 geophysical survey results to further define existing and new gold targets, with further surface exploration and site preparation for initial drilling to take place in 2024.

• Vagar Ridge
  • Amaroq continues to progress the construction of a robust geological and mineralisation model to inform future exploration, including additional data collection and review and further geological mapping and sampling.

Strategic Minerals Projects (Amaroq 51%)

• Sava Copper Belt (Sava/North Sava)
  • Scout drilling across the two key targets in Sava, one assessing a copper-molybdenum porphyry style and the other a copper-gold epithermal style target, continued through the period and where completed with all core transported to Nalunaq for logging and sampling. Results expected during Q4 2023.
  • The Company additionally plans to conduct a Gravity geophysical survey over the Sava licence area to ensure full coverage of the prospective copper belt.
• Stendalen
  • Following the review and identification of a number of geophysical targets, a stratigraphic drilling programme commenced at Stendalen during the quarter aimed at intersecting both potential Platinum Group Metals and nickel-copper sulphide mineralisation at depth.
  • In order to realise this hole, a remote camp operation has been set up on the bay leading to Stendalen. Drilling of this hole is expected to be completed during Q4.
• Kobberminebugt
  • Following the completion of a high-resolution MT survey over the entire licence, results are expected in Q4 2023.

• Paatasoq
  • Following the reconnaissance exploration conducted over licence area to assess REE and critical metal potential with the assistance of the University of St Andrews, full results and interpretations are expected in Q4 2023.

Amaroq Financial Results

The following selected financial data is extracted from the Financial Statements for the three months ended September 30, 2023.

Financial Results

Financial Position

Ends

Enquiries:  
Amaroq Minerals Ltd.  
Eldur Olafsson, Executive Director and CEO  
eo@amaroqminerals.com  
  
 Eddie Wyvill, Corporate Development
+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, a development stage property with an exploitation license including the previously operating Nalunaq gold mine. The Corporation has a portfolio of gold and strategic metal assets 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.

Certain statements in this release constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws. Such statements and information involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company, its projects, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements can be identified by the use of words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”, “forecast”, “predict” and other similar terminology, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. These statements reflect the Company’s current expectations regarding future events, performance and results and speak only as of the date of this release.

Forward-looking statements and information involve significant risks and uncertainties, should not be read as guarantees of future performance or results and will not necessarily be accurate indicators of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements or information, including, but not limited to: material adverse changes, unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts with the company to perform as agreed; social or labour unrest; changes in commodity prices; and the failure of exploration, refurbishment, development or mining programs or studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations.

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

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 and nine months ended September 30, 2023

The attached financial statements have been prepared by Management of Amaroq Minerals Ltd. and have not been reviewed by the auditor

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

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 which were transferred on September 21, 2023 on Nasdaq Main Market Iceland (“Nasdaq”) under the AMRQ ticker.

These unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2023 (“Financial Statements”) were approved by the Board of Directors on November 14, 2023.

1.1    Basis of presentation and consolidation

The Financial Statements include the accounts of the Corporation and those of its 100% owned subsidiary Nalunaq A/S, company incorporated under the Greenland Public Companies Act. The Financial Statements also include the Corporation’s 51% equity pick-up of Gardaq A/S, a joint venture with GCAM LP. (Note 3).

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, except for the policies described below.

a) Investments in joint venture

The financial results of the Corporation’s investments in its joint arrangement are included in the Corporation’s results using the equity method. Under the equity method, the investment is initially recognized at cost, and the carrying amount is increased or decreased to recognize the Corporation’s share of comprehensive income or loss of the joint venture after the date of acquisition. The Corporation’s share of profits or losses is recognized in the condensed interim statement of income (loss).

Unrealized gains on transactions between the Corporation and a joint venture are eliminated to the extent of the Corporation’s interest in the associate. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Dilution gains and losses arising from changes in interests in investments in joint venture are recognized in the condensed interim statement of income (loss).

The Corporation assesses at each period-end whether there is any objective evidence that its investments in joint ventures are impaired. If impaired, the carrying value of the Corporation’s share of the underlying assets of the joint venture is written down to its estimated recoverable amount (being the higher of fair value less costs of disposal and value in use) and charged to the statement of income (loss).

There are two main instances when the Corporation recognizes an investment in associate or joint venture. In the first case the entity recognizes an acquisition of new investment, has a significant influence over the investee but does not control it. In the second case, the Corporation loses control over the subsidiary because of the sale of a share in subsidiary that results in losing control over that subsidiary. If the Corporation loses control over the subsidiary, then

• The Corporation derecognizes the assets and liabilities of the subsidiary from the consolidated statement of financial position,
• Recognizes the fair value of the consideration received from the transaction that has resulted in the loss of control,
• Recognizes any investment retained in the former subsidiary at its fair value once control is lost and subsequently accounts for it and any amounts owed by or to the former subsidiary in accordance with the relevant IFRS. The fair value shall be regarded as a fair value of the initial recognition of the investment in the joint venture.
• Subsequently recognizes joint venture’s share of net profits or losses proportionately to the retained share of investment for the reporting periods.

b) Nalunaq mine project

Management established that effective September 1, 2023, the Nalunaq Project is in the development phase. Accordingly, all expenditures related to the restart of the Nalunaq mine and the associated development of the initial processing plant and surface infrastructure are capitalized under Construction in Progress within Capital assets (see note 5). Capitalized expenditures will be carried at cost until the Nalunaq Project is placed into commercial production, sold, abandoned, or determined by management to be impaired in value. The mine and mobile equipment, process plant building and the Nalunaq mine are not yet available for use as intended by Management as at September 30, 2023, therefore, depreciation has not yet commenced.

1.2    Functional and presentation currency

The functional and presentation currency of the Corporation is Canadian dollars (“CAD”). The functional currency of Nalunaq A/S and Gardaq A/S is CAD. The functional currency of Nalunaq A/S and Gardaq A/S is determined using the currency of the primary source of economic activity and using the currency which is more representative of the economic effect of the underlying financings, transactions, events and conditions.

Foreign currency transactions are translated into the functional currency of the underlying entity using appropriate rates of exchange prevailing on the dates of such transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rate of exchange in effect at the end of each reporting period. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the net profit or loss.

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 except for these described below and in note 1.1 b).

Management exercised significant judgement in assessing whether the Corporation still has control over its subsidiary Gardaq A/S or whether it lost control over the subsidiary but maintained significant influence or joint control over Gardaq A/S. The result of this assessment is described under Note 3 below. 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.        INVESTMENT IN AN ASSOCIATE OR JOINT VENTURE CORPORATION

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 the final terms of the JV, ACAM invested $30.1 million (GBP 18 million) in exchange for a 49% shareholding in the SPV, with Amaroq holding 51%. Amaroq contributed its strategic non- precious mineral (i.e., non-gold) licenses, and will be required to provide a contribution in kind over a three-year period, valued, in aggregate, at $31.4 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.

The carrying value of the strategic non-precious mineral licenses transferred to Gardaq A/S is $36,758 (Note 4).

Upon execution of the Subscription and Shareholders’ Agreement (“SSHA”) on April 13, 2023, the Corporation has ceased the control of Gardaq on that date. Given that the relevant activities of Gardaq require unanimous consent of its shareholders in accordance with the SSHA, Management has determined that it has joint control and as such the Corporation performed deconsolidation of Gardaq A/S as at April 13, 2023, the date when control was lost. The fair value of the 51% equity investment retained in Gardaq A/S was determined to be $31,385,198 (GBP 18.7million). The fair value of Gardaq A/S was measured based on the cash consideration received in exchange for 49% of the outstanding shares.

The Corporation has determined that it has a joint control in Gardaq A/S as decisions around relevant activities require unanimous shareholder approval. Effective April 13, 2023, the Corporation’s investment was accounted for as an investment in joint venture using the equity method. The equity method involves recording the initial investment at cost and subsequently adjusting the carrying value of the investment for the Corporation’s proportionate share of the profit or loss, other comprehensive income or loss and any other changes in the joint venture’s net assets, such as further investments or dividends. For the period ended September 30, 2023 the Corporation recorded the 51% proportion of net loss from Gardaq of $4,866,894.

The following tables summarize the unaudited financial information of Gardaq A/S as of September 30, 2023.

4.        MINERAL PROPERTIES

5.        CAPITAL ASSETS

Depreciation of capital assets related to exploration and evaluation properties is being recorded in exploration and evaluation expenses in the consolidated statement of income (loss) and comprehensive income (loss), under depreciation. Depreciation of $478,519 ($545,919 for the nine months ended September 30, 2022) was expensed as exploration and evaluation expenses during the nine months ended September 30, 2023.

As of September 30, 2023, the amount of $22,657,552 ($7,522,085 as of December 31, 2022) of construction in progress is related to the Nalunaq Project and includes costs incurred on the site camp upgrade, surface infrastructure, construction of the process plant foundation, mobile equipment and critical spare parts. Equipment and infrastructure include components of the process plant such as the manufactured mill, grinding and gravity concentration circuit that will be shipped and assembled at site but are not yet available for use.

As at September 30, 2023, the Corporation had capital commitments, of $46,753,582. These commitments relate to the development of Nalunaq Project, rehabilitation of the Nalunaq mine, construction of processing plant, purchases of mobile equipment and establishment of surface infrastructure.         

6.        LOANS AND CONVERTIBLE NOTES

The Corporation closed the Debt Financing on September 1, 2023 and consisting of:

6.1 Revolving Credit Facility

A $25 million (US$18.5 million) Revolving Credit Facility (“RCF”) provided by Landsbankinn hf. and Fossar Investment Bank, with a two-year term and priced at SOFR plus 950bps. Interest is capitalized and payable at the end of the term.

The credit facility 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 Landsbankinn hf. and Fossar revolving credit facility 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% is to be paid on or before the closing date of the facility and 0.50% is to be paid on or before the first draw down. The facility is not convertible into any securities of the Corporation.

The facility will be 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.

6.2 Convertible notes

Convertible notes represent $30.4 million (US$22.4 million) notes issued to ECAM LP (US$16 million), JLE Property Ltd. (US$4 million) and Livermore Partners LLC (US$2.4 million) with a four-year term and a fixed interest rate of 5%. The conversion price od $0.90 per common share is the closing Canadian market price of the Amaroq shares on the day, prior to the closing day of the Debt Financing.

The convertible notes are denominated in US Dollars and will mature on September 30, 2027, being the date that is four years from the convertible note offering closing date. The principal amount of the convertible notes will be convertible, in whole or in part, at any time from one month after issuance into common shares of the Corporation (“Common Shares”) at a conversion price of $0.90 (£0.525) per Common Share for a total of up to 33,629,068 Common Shares. The Corporation may repay the convertible notes and accrued interest at any time, in cash, subject to providing 30 days’ notice to the relevant noteholders, with such noteholders having the option to convert such convertible notes into Common Shares at the conversion price up to 5 days prior to the redemption date. If the Corporation chooses to redeem some but not all of the outstanding convertible notes, the Corporation shall redeem a pro rata share of each noteholder’s holding of convertible notes. The Corporation shall pay a commitment fee to the holders of the convertible notes of, in aggregate, US$4,484,032, which shall be paid pro rata to each noteholder’s holding of convertible notes. The commitment fee is payable on the earlier of (a) the date falling 20 business days after all amounts outstanding under the Bank Revolving Credit Facility have been repaid in full, but no earlier than the date that is 24 months after the date of issuance of the notes; and (b) the date falling 30 (thirty) months after the date of the subscription agreement in respect of the notes, irrespective of whether or not notes have converted at that date or been repaid.

The convertible notes 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.

The convertible notes represent hybrid financial instruments with multiple embedded derivatives requiring separation. The debt host portion (the “Host”) of the instrument is classified at amortized cost, whereas the aggregate conversion and repayment options (the “Embedded Derivatives”) are classified at fair value through profit and loss (FVTPL).

The fair value of the convertible notes at inception was recognized at $30.4 million (US$22.4 million) and $19.4 million (US$14.3 million) embedded derivative component was isolated and determined using a Black Scholes valuation model which required the use of significant unobservable inputs. As of September 30, 2023 the Corporation identified the fair value of embedded derivative associated with the early conversion option to be $19.2 million (US$14.1 million). The change in fair value of embedded derivative in the period from September 1, 2023 to September 30, 2023 has been recognized in the statement of Income (loss) and comprehensive income (loss). The Host liability component at inception was recognized to be the residual amount of $10.9 million (US$8.1 million) which is subsequently measured at amortized cost.

6.3 Cost Overrun Facility

$13.5 million (US$10 million) Revolving Cost Overrun Facility from JLE Property Ltd. on the same terms as the Bank Revolving Credit Facility.

The Overrun Facility is denominated in US Dollars with a two-year term 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.

7.        LEASE LIABILITIES

The Corporation entered into an office lease with a five year term on October 2020. 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.

8.        SHARE CAPITAL

8.1        Nasdaq Main Market Listing in Iceland

Subsequent to the approval by the Central Bank of Iceland (the “FSA”) and satisfaction of all Nasdaq Main Market requirements the Corporation transferred all depository receipts from the Nasdaq First North Growth Market to the Nasdaq Main Market with the first day of trading on September 21, 2023. The mainboard listing in Iceland do not affect any shares traded on AIM or the TSX-V.

9.        STOCK-BASED COMPENSATION

9.1        Stock options

An incentive stock option plan (the “Plan”) was approved initially in 2017 and renewed by shareholders on June 15, 2023. 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 July 24, 2023, the Corporation granted an on-hire incentive stock option award to a new senior employee of Amaroq. The option award gives the employee the right to acquire up to 19,480 common shares under the Corporation’s stock option Plan. The option has an exercise price of $0.77 per share and will vest on October 24, 2023. The option will expire if it remains unexercised five years from the date of the award.

The fair value of each option granted was estimated at the time of grant using the Black-Scholes option pricing model. Black-Scholes is a pricing model used to determine the fair price or theoretical value for a call or a put option based on the following average assumptions at the measurement date:
                                

The total share-based payment expenses related to the options and the amount credited to contributed surplus were $6,042 ($1,499,028 for the nine months ended September 30, 2022). The following table outlines the activity for stock options for the nine months ended September 30, 2023, and 2022:

From the options exercised during the period ended September 30, 2023, 1,012,971 shares were withheld to cover the stock option grant price and related taxes.

Stock options outstanding and exercisable as at September 30, 2023 are as follows:

9.2        Restricted Share Unit

Conditional awards under the RSU

9.2.1        Description

Conditional awards were made in 2022 that gave 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 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.

9.2.1        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 $1,347,000 was recorded during the nine months ended September 30, 2023.

10.        EXPLORATION AND EVALUATION EXPENSES (RECOVERY)

Exploration and evaluation expenses for the period of nine months ended September 30, 2023 are net of $1,398,912 of exploration and evaluation expenses incurred by Nalunaq A/S during the period from June 9 to December 31, 2022 for the six non-gold strategic mineral licenses that have been transferred from Nalunaq A/S to Gardaq A/S.

11.        SITE DEVELOPMENT COSTS

12.        GENERAL AND ADMINISTRATION

13.        FINANCE COSTS

14.        RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

14.1 Gardaq Joint Venture

As at September 30, 2023, the balance receivable from Gardaq amounted to $1,529,406 ($nil as at December 31, 2022). This receivable balance represents the current balance of project management costs and exploration and evaluation costs incurred by the Corporation for six strategic minerals licenses transferred from Nalunaq A/S to Gardaq A/S. The exploration and evaluation costs incurred by the Corporation are transferred to Gardaq A/S from Nalunaq A/S in accordance with the respective clauses of the SSHA. (Note 3).

14.2 Marketing Activities in Iceland related to the Nasdaq Main Market Listing

In addition to Landsbankinn hf. acting as project manager and advisor on the admission to Nasdaq Main Market, the Corporation has engaged Fossar Investment Bank hf. (“Fossar”) to assist in introducing Amaroq to investors, organizing investor meetings, and advising and analyzing potential effect the Admission has on the liquidity and formation of the share price of the Corporation.

Fossar is a related party of Amaroq as it is a company in which Sigurbjorn Thorkelsson, Non-Executive Director, is Chairman of the Board and indirectly controls over 30% of the capital. Amaroq has agreed to pay Fossar for their services $25,000 (GBP15,000) and Amaroq will be responsible for any ancillary expenses on the planned engagement. The Engagement will end upon the completion of Admission.

The engagement with Fossar constitutes a related party transaction in accordance with AIM Rule 13. The Independent Directors, being the Amaroq Directors other than Sigurbjorn Thorkelsson, having consulted with the Corporation’s Nominated Adviser, are confident that the terms of the engagement with the related party are fair and reasonable insofar as the Corporation’s shareholders are concerned.

$25,000 cost of engagement is included under Marketing and Industry involvement cost category under the General and Administrative expenses (Note 12) and as of September 30, 2023 the balance is fully settled.

14.3 Debt financing

Livermore Partners LLC (“Livermore”) subscribed for US$2.4 million in principal amount of convertible notes under the convertible note offering (the “Insider Participation”). The subscription by Livermore is considered to be a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Insider Participation is exempt from the formal valuation and minority shareholder requirements under MI 61-101 in reliance upon the exemptions contained in section 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. The Corporation did not file a material change report more than 21 days before the expected closing date of the convertible note offering as the details of the convertible note offering and the Insider Participation was not settled until shortly prior to the closing of the convertible note offering, and the Corporation wished to close the convertible note offering on an expedited basis for sound business reasons.

For the purposes of the AIM Rules for Companies, Fossar, ECAM and Livermore are related parties of Amaroq. Fossar is a company in which Sigurbjorn Thorkelsson, Non-Executive Director of the Corporation, is Chairman of the board and indirectly controls over 30% of the capital. ECAM LP is an affiliate of GCAM LP, which owns a 49% interest in Gardaq A/S, an Amaroq subsidiary, and has appointed two directors to the subsidiary company board. Livermore is a company in which David Neuhauser, Non-Executive Director of Amaroq, is Managing Director.

As such, the elements of the debt financing with Fossar (US$1.0 million off the senior debt term loans), Livermore Partners LLC (US$2.4 million of the convertible notes), and ECAM LP (US$16.0 million of the convertible notes) constitute Related Party Transactions in accordance with AIM Rule 13.

The Independent Directors, being the Amaroq Directors other than Sigurbjorn Thorkelsson and David Neuhauser, consider, having consulted with the Corporation’s Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as the Corporation’s shareholders are concerned.

In September 2023, in accordance with Clause 11.2 of Revolving Credit Facility Agreement between Nalunaq A/S, Amaroq Minerals Ltd and Fossar Investment Bank hf., the Corporation paid $20,353 (US$15,000) to Fossar Investment Bank hf., which represents 1.5% Arrangement fee.

14.4 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 Vice President Exploration, and the Corporate Secretary. Key management compensation is as follows:

15. NET EARNINGS (LOSS) PER COMMON SHARE

The following table provides a reconciliation between basic and diluted net earnings (loss) per share:

16.        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 September 30, 2023:

16.1 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 risks relate to its amounts due from a related party. The Corporation performed expected credit loss assessment and assessed the amount to be fully recoverable.

16.2 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:

Due to the short-term maturities of cash, due from a 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 convertible note instrument approximates its fair value at maturity and includes the embedded derivative associated with the early conversion option and the host liability at amortized cost.

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.

16.3 Liquidity Risk

Liquidity risk is the risk that the Corporation will encounter difficulty in meeting obligations associated with financial liabilities. The Corporation manages this risk by managing its working capital and ensuring that sufficient cash is available. The following are the contractual maturities of financial liabilities as at September 30, 2023:

The Corporation has assessed that it is not exposed to significant liquidity risk due to its cash balance in the amount of $53.7 million at the period end.

17.        SUBSEQUENT EVENTS

17.1        New conditional Award under RSU Plan

On 13 October 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.

Attachment

• Q3 2023 Financial Results