Closing of Strategic Acquisitions, Total Voting Rights, and Notification of Transactions of Persons Discharging Managerial Responsibilities
Rhea-AI Summary
Amaroq (OTCQX: AMRQF) announced closing of acquisitions that create the West Greenland Hub with the purchase of Black Angel Mining A/S and Kangerluarsuk licences.
The Company issued 7,654,222 shares to FBC Mining and 392,939 shares to 80 Mile plc, plus 562,449 shares under incentive plans, bringing issued share capital to 463,648,822 shares. Admission of the Closing Shares to AIM and the Icelandic Exchange is expected on 30 December 2025; TSX-V listing remains subject to final approval.
Positive
- West Greenland Hub created by closing two strategic acquisitions
- Issued 7,654,222 shares to FBC Mining and 392,939 shares to 80 Mile plc
- Issued 562,449 shares under share-based incentive plans
Negative
- Black Angel acquisition is a related party transaction relying on MI 61-101 exemptions
- Listing on TSX-V remains subject to final approval
- Share count increased to 463,648,822, diluting existing holders
Reykjavík, Dec. 23, 2025 (GLOBE NEWSWIRE) --
Amaroq Ltd.
(“Amaroq” or the “Company”)
Closing of Strategic Acquisitions, Total Voting Rights, and Notification of Transactions of Persons Discharging Managerial Responsibilities (PDMR)
TORONTO, ONTARIO – 23 December 2025 – Amaroq Ltd. (AIM, TSX-V, NASDAQ Iceland: AMRQ, OTCQX: AMRQF), an independent mine development corporation focused on unlocking Greenland’s mineral potential, is pleased to announce the closing of the previously announced acquisitions of the entire issued share capital of Black Angel Mining A/S (“Black Angel”) from FBC Mining (BA) Limited (“FBC Mining”) and of the Kangerluarsuk licences from 80 Mile plc, (the “Acquisitions”) together creating the West Greenland Hub.
As consideration for the Acquisitions, the Company issued 7,654,222 common shares of the Company to FBC Mining (the “Black Angel Closing Shares”), and 392,939 common shares of the Company to 80 Mile plc (the “Kangerluarsuk Closing Shares”) (together the “Closing Shares”).
As previously announced, the acquisition of Black Angel represented a related party transaction for the purposes of AIM Rule 13 of the AIM Rules for Companies and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and is also considered a transaction with a Non-Arm’s Length Party within the meaning of the TSX Venture Exchange ("TSX-V"), by virtue of the fact that the ultimate parent company of Black Angel, BAMAS ehf. (“BAMAS”), is controlled by certain directors of Amaroq.
Pursuant to MI 61-101, related party transactions require a formal valuation and minority shareholder approval unless exemptions from these requirements are available. With respect to the Black Angel acquisition, the Company is relying on the exemption from the formal valuation requirements and minority approval requirements in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds
Following the issuance of the Closing Shares, the beneficial ownership in Amaroq shares of the directors who also hold an interest in FBC Mining will be as follows:
| Director | Shares held (directly & indirectly) | % of ISC |
| Eldur Olafsson | 16,031,691 | 3.46 |
| Sigurbjorn Thorkelsson | 13,616,139 | 2.94 |
| Graham Stewart | 2,982,537 | 0.64 |
Application has been made for the admission (“Admission”) of the Black Angel Closing Shares and the Kangerluarsuk Closing Shares to trading on (a) AIM; and (b) Icelandic Exchange. Admission is expected to take place on AIM at 8.00 a.m. GMT on 30 December 2025, on the Icelandic Exchange at 9.30 a.m. UTC on 30 December 2025. The listing of the Black Angel Closing Shares and the Kangerluarsuk Closing Shares on the TSX-V remains subject to the final approval of the TSX-V.
The Black Angel Closing Shares and the Kangerluarsuk Closing Shares were issued to persons outside of Canada pursuant to an exemption from the prospectus requirements in Canada available under OSC Rule 72-503 – Distributions Outside Canada and, accordingly, the Black Angel Closing Shares and the Kangerluarsuk Closing Shares are not subject to a four-month hold period in Canada.
The Company also confirms that an additional 562,449 common shares of the Company were issued under the Company’s share-based incentive plans. None of the shares issued under these plans were allocated to PDMRs.
Following the issue of common shares under the Company’s share-based incentive plans and the Closing Shares, the Company’s issued share capital will consist of 463,648,822 common shares of no par value, each carrying one voting right.
Given that 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 whether they are required to notify their interest in, or a change in interest in, the share capital of the Company.
Enquiries:
Amaroq Ltd.
Ed Westropp, Head of BD and Corporate Affairs
+44 (0)7385 755711
ewe@amaroqminerals.com
Eddie Wyvill, Corporate Development
+44 (0)7713 126727
ew@amaroqminerals.com
Panmure Liberum Limited (Nominated Adviser and Corporate Broker)
Scott Mathieson
Freddie Wooding
+44 (0) 20 7886 2500
Canaccord Genuity Limited (Corporate Broker)
James Asensio
Harry Rees
+44 (0) 20 7523 8000
Camarco (Financial PR)
Billy Clegg
Elfie Kent
Fergus Young
+44 (0) 20 3757 4980
Further Information:
About Amaroq
Amaroq’s principal business objectives are the identification, acquisition, exploration, and development of gold and strategic metal properties in South Greenland. The Company’s principal asset is a
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.
Inside Information
This announcement does not contain inside information.
Notification of Transactions of Persons Discharging Managerial Responsibilities (PDMR)
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Graham Stewart |
| 2. | Reason for the Notification | |
| a) | Position/status | Non-Executive Chairman |
| b) | Initial notification/Amendment | Initial notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Amaroq Ltd. |
| b) | LEI | 213800Q21S5JQ6WKCE70 |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument | Common shares of no par value in Amaroq Ltd. |
| Identification code | ISIN: CA02311U1030 | |
| b) | Nature of the transaction | Increase in indirect beneficial interest arising from the issuance of Black Angel Closing Shares to FBC Mining (BA) Ltd., an entity ultimately controlled in part by the PDMR. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) N/A 653,181 |
| d) | Aggregated information: ·Aggregated volume ·Price | 653,181 N/A |
| e) | Date of the transaction | 22/12/2025 |
| f) | Place of the transaction | XOFF |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Eldur Olafsson |
| 2. | Reason for the Notification | |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification/Amendment | Initial notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Amaroq Ltd. |
| b) | LEI | 213800Q21S5JQ6WKCE70 |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument | Common shares of no par value in Amaroq Ltd. |
| Identification code | ISIN: CA02311U1030 | |
| b) | Nature of the transaction | Increase in indirect beneficial interest arising from the issuance of Black Angel Closing Shares to FBC Mining (BA) Ltd., an entity ultimately controlled in part by the PDMR. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) N/A 3,281,831 |
| d) | Aggregated information: ·Aggregated volume ·Price | 3,281,831 N/A |
| e) | Date of the transaction | 22/12/2025 |
| f) | Place of the transaction | XOFF |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Sigurbjorn Thorkelsson |
| 2. | Reason for the Notification | |
| a) | Position/status | Non-Executive Director |
| b) | Initial notification/Amendment | Initial notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Amaroq Ltd. |
| b) | LEI | 213800Q21S5JQ6WKCE70 |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument | Common shares of no par value in Amaroq Ltd. |
| Identification code | ISIN: CA02311U1030 | |
| b) | Nature of the transaction | Increase in indirect beneficial interest arising from the issuance of Black Angel Closing Shares to FBC Mining (BA) Ltd., an entity ultimately controlled in part by the PDMR. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) N/A 1,578,499 |
| d) | Aggregated information: ·Aggregated volume ·Price | 1,578,499 N/A |
| e) | Date of the transaction | 22/12/2025 |
| f) | Place of the transaction | XOFF |
FAQ
What shares did Amaroq (AMRQF) issue as consideration for the Black Angel acquisition?
When will Amaroq (AMRQF) admit the Closing Shares to AIM and Icelandic Exchange?
How many total Amaroq (AMRQF) shares are outstanding after the issuances?
Is the Black Angel acquisition a related party transaction for Amaroq (AMRQF)?
Were any shares issued to persons discharging managerial responsibilities (PDMRs)?
