Closing of Debt Financing

TORONTO, Canada, Sept. 01, 2023 (GLOBE NEWSWIRE) --

(“Amaroq” or the “Corporation” or the "Company")

Closing of Debt Financing

TORONTO, ONTARIO – September 1, 2023 – Amaroq Minerals Ltd. (AIM, TSXV, NASDAQ First North: AMRQ), an independent mine development company with a substantial land package of gold and strategic mineral assets in Southern Greenland, is pleased to announce the successful closing of its previously announced US$50.9 million senior secured package (see press releases dated March 28, 2023 and August 11, 2023), consisting of:

(i)      US$18.5 million senior debt term loans ("Senior Debt Term Loans") pursuant to revolving credit facilities provided by Landsbankinn hf. and Fossar Investment Bank (“Fossar”);

(ii)      A total of US$22.4 million convertible notes (the "Convertible Notes"), with US$16 million of Convertible Notes issued to ECAM LP, US$4 million of Convertible Notes issued to JLE Property Ltd. and US$2.4 million of Convertible Notes issued to Livermore Partners LLC (the "Convertible Note Offering"); and

(iii)      an overrun loan from JLE Property Ltd. of up to US$10 million under a revolving credit facility (the "Overrun Loan" and together with the Senior Debt Term Loans, the "Facilities").

Eldur Olafsson, CEO of Amaroq, commented:

“I am pleased to announce the successful closing of our debt funding package. This marks a further milestone for Amaroq Minerals, enabling the transition to staged, full scale production at the Nalunaq gold project. I would like to extend my thanks to our investors and debt funding partners.

We are working with a highly qualified team of professionals as we accelerate our progression to trial mining activities. We now look forward to commencing the next stage of operations at Nalunaq as we enter this new chapter.”

The Convertible Notes will bear interest at a rate of 5% per annum and will mature on September 1, 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 Company ("Common Shares") at a conversion price of Cdn$0.90 (£0.525) per Common Share for a total of up to 33,629,068 Common Shares. The Company 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. If the Company chooses to redeem some but not all of the outstanding Convertible Notes, the Company shall redeem a pro rata share of each noteholder's holding of Convertible Notes. The Company 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 Senior Debt Term Loans 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.