THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE
IMPORTANT NOTICES SECTION WITHIN THIS
ANNOUNCEMENT.THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR
INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO
PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF AMAROQ MINERALS
LTD.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION NO
596/2014, WHICH IS PART OF ICELANDIC LAW BY VIRTUE OF THE ACT NO
60/2021 ON MEASURES AGAINST MARKET ABUSE AND THE UK VERSION OF THE
MARKET ABUSE REGULATION NO 596/2014, WHICH IS PART OF ENGLISH LAW
BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.
ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
Amaroq Minerals Ltd.
(“Amaroq” or the “Company”)
Closing of Fundraising, Admission, and
VCP Awards
TORONTO, ONTARIO - 23 February 2024
– Amaroq Minerals Ltd. (AIM, TSX-V, NASDAQ Iceland: AMRQ),
an independent mining company with a substantial land package of
gold and strategic energy transition mineral assets in Southern
Greenland, today announces further to its announcements on 12 and
13 February 2024, the closing of its fundraising pursuant to which
it raised net proceeds of approximately £44 million (C$75 million,
ISK 7.6 billion) through a placing of 9,955,686 common shares of
the Company pursuant to the UK Placing, 49,531,472 common shares of
the Company pursuant to the Icelandic Placing, and 3,237,600 common
shares of the Company pursuant to the Canadian Subscription, which
today have been issued and will be admitted today to trading on
AIM, Nasdaq Iceland’s main market, and the TSX-V. A total of
62,724,758 new common shares have been placed as part of the
Fundraising.
Following admission, Amaroq’s total issued share
capital will consist of 326,455,446 common shares of no par value.
Given the Company does not hold any common shares in Treasury, this
figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change in interest in, the share
capital of the Company under the Disclosure Guidance and
Transparency Rules and the Icelandic Act No 20/2021 on Disclosure
Obligations of Issuers and Notifications on Major Holdings.
All Canadian Subscription Shares are subject to
a four-month hold period, which will expire 24 June, 2024.
Net proceeds from the Fundraising will be used
to accelerate mining of the Target Block at the Company’s
cornerstone Nalunaq gold project and other associated works to
enable a smoother transition to nameplate capacity of 300 tonnes
per day to the processing plant, installation of a flotation
circuit and dry-stack tailings facility to increase recoveries, as
well as provide funding to accelerate exploration during 2024
across the Company’s Vagar, Nanoq and Gardaq JV licences, further
advance exploration at the Company’s Vagar and Nanoq licenses and
to fund an additional capital injection into its Gardaq joint
venture.
Amaroq director, Sigurbjorn Thorkelsson,
participated in the Canadian Subscription for an aggregate of
2,700,000 Canadian Subscription Shares for gross proceeds of £2.0
million (equivalent to approx. C$3.4 million or ISK 343 million)
via Klettar LP (in which he is a sole beneficiary). As such, the
Canadian Subscription will constitute a “related party transaction”
within the meaning of Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions (“MI 61-101”)
and within the meaning of Policy 5.9 of the TSX-V rules.
Related party transactions require the Company
to obtain a formal valuation and minority shareholder approval
unless exemptions from these requirements are available under
applicable Canadian securities laws. With respect to the Canadian
Subscription, the Company is relying on the exemption from the
formal valuation and minority approval requirements in sections
5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as the fair
market value of the securities distributed to, and the
consideration received from, interested parties does not exceed 25%
of the Company’s market capitalization. The Company did not file a
material change report at least 21 days prior to the closing of the
Canadian Subscription as participation of the insiders had not been
confirmed at that time and the Company wished to close on an
expedited basis for business reasons.
Stifel acted as sole bookrunner and broker on
the UK Placing. Stifel is also acting as the Company’s nominated
adviser. Landsbankinn and Fossar acted as joint bookrunners on the
Icelandic Placing and Landsbankinn acted as underwriter. In
consideration for their services, Stifel, Landsbankinn and Fossar
received a cash commission equal to C$2,492,180.48, consisting of
(i) C$286,145.31 (£168,360.39) to Stifel, representing a corporate
finance fee of C$118,972 (£70,000), a 4.0% base commission, 1.0%
discretionary commission and a 0.5% settlement commission for the
UK Placing and (ii) a total of C$2,206,035.16 to Landsbankinn and
Fossar, representing a total of 2.75% commission payable to
Landsbankinn and Fossar for the Icelandic Placing and a C$509,880
underwriting fee payable to Landsbankinn.
The Fundraising is subject to final acceptance
of the TSX-V.
Awards under Restricted Share Unit Plan
(the “RSU”)
On 23 February 2024, in alignment with the
Company’s RSU plan dated 15 June 2023, the Company granted an award
(the “Award”) to directors and employees of the Company as listed
below.
The RSU plan, communicated to the market
following the Company’s Admission to AIM in 2020, was developed
with input from PwC. The RSU plan was initially approved by the
Company's shareholders at the AGM held on 16 June 2022 and further
amended and approved by the AGM resolution on 15 June 2023.
Full details of the RSU Plan are available on the Company’s website at https://www.amaroqminerals.com/about/corporate-governance/.
Conditional awards were granted to participants
on 30 December 2022 and 13 October 2023. The performance period
runs from 1 January 2022 to 31 December 2025 with measurement dates
at 31 December 2023, 31 December 2024 and 31 December 2025.
The details of the Award are as follows:
Award Date |
23 February 2024 |
Initial Price |
CAD 0.552 |
Hurdle Rate |
10% p.a. above the Initial Price |
Total Pool |
10% of the growth in value above the Hurdle rate, not exceeding 10%
of the Company’s share capitalThe number of shares is determined at
the Measurement Dates |
Participant proportions and Number of sharessubject to RSU |
Eldur Olafsson,
CEO 40% 3,805,377
sharesJaco Crouse,
CFO 20% 1,902,688
sharesJoan Plant, Executive
VP 10% 951,344
sharesJames Gilbertson, VP
Exploration 10% 951,344
sharesEdward Wyvill, Corporate
Development 10% 951,344
shares |
First Measurement Date: |
31 December 202350% of the Shares will vest on the first
anniversary of grant, with the remaining 50% vesting on the third
anniversary of grant. |
Capitalised terms not otherwise defined in the
text of this announcement have the meanings given in the Company’s
Fundraising announcement dated 12 February 2024.
Enquiries:
Amaroq Minerals Ltd.
Eldur Olafsson, Executive Director and
CEOeo@amaroqminerals.com
Eddie Wyvill, Corporate Development+44
(0)7713 126727ew@amaroqminerals.com
Stifel Nicolaus Europe Limited (Joint
Bookrunner, Nominated Adviser and Joint Broker)
Callum StewartVarun TalwarSimon
MensleyAshton Clanfield+44 (0) 20 7710 7600
Landsbankinn hf. (Joint Bookrunner and
Underwriter)
Ellert Arnarson+354 410 4000
Fossar Investment Bank hf. (Joint
Bookrunner)
Þórður Ágúst HlynssonÞórunn
Ólafsdóttir+354 522 4000
Camarco (Financial PR)
Billy CleggElfie KentCharlie Dingwall+44
(0) 20 3757 4980
For Company
updates:Follow @Amaroq_minerals on X (Formerly known as
Twitter)
Follow Amaroq Minerals Inc. on LinkedIn
IMPORTANT NOTICES
This Announcement does not constitute, or form
part of, a prospectus relating to the Company, nor does it
constitute or contain an invitation or offer to any person, or any
public offer, to subscribe for, purchase or otherwise acquire any
shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or
be relied on in connection with any contract or as an inducement to
enter into any contract or commitment with the Company.
This Announcement is not for publication or
distribution, directly or indirectly, in or into the United States
of America, Australia, The Republic of South Africa (“South
Africa”), Japan or any other jurisdiction in which such
release, publication or distribution would be unlawful. This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or a solicitation of an offer
to buy, subscribe for or otherwise acquire any securities in the
United States (including its territories and possessions, any state
of the United States and the District of Columbia (collectively,
the “United States”)), Iceland, Australia, Canada,
South Africa, Japan or any other jurisdiction in which such offer
or solicitation would be unlawful or to any person to whom it is
unlawful to make such offer or solicitation.
The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the “Securities Act”), and may not be
offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States, or
under the securities laws of Iceland, Australia, Canada, South
Africa, Japan, or any state, province or territory thereof or any
other jurisdiction outside the United Kingdom, except pursuant to
an applicable exemption from the registration requirements and in
compliance with any applicable securities laws of any state,
province or other jurisdiction of Iceland, Australia, Canada, South
Africa or Japan (as the case may be). No public offering of
securities is being made in the United States, Iceland, Australia,
Canada, South Africa, Japan or elsewhere.
No action has been taken by the Company, Stifel,
Landsbankinn, Fossar, or any of their respective affiliates, or any
of its or their respective directors, officers, partners,
employees, consultants, advisers and/or agents (collectively,
“Representatives”) that would permit an offer of
the Fundraising Shares or possession or distribution of this
Announcement or any other publicity material relating to such
Fundraising Shares in any jurisdiction where action for that
purpose is required. Persons receiving this Announcement are
required to inform themselves about and to observe any restrictions
contained in this Announcement. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing
any part of this Announcement must satisfy themselves that it is
lawful to do so.
This Announcement, as it relates to the UK
placing, is directed at and is only being distributed to: (a) if in
a member state of the EEA, persons who are qualified investors
(“EEA Qualified Investors”), being persons falling
within the meaning of Article 2(e) of Regulation (EU) 2017/1129
(the “EU Prospectus Regulation”); or (b) if in the
United Kingdom, persons who are qualified investors (“UK
Qualified Investors”), being persons falling within the
meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the “UK Prospectus
Regulation”), and who are (i) persons falling within the
definition of “investment professional” in Article 19(5) of the
Financial Services And Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”) or (ii) persons who
fall within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Order, or (c) persons to
whom it may otherwise be lawfully communicated (all such persons
referred to in (a), (b) and (c) together being referred to as
“Relevant Persons”).
The Fundraising Shares have not been qualified
for distribution by prospectus in Canada and may not be offered or
sold in Canada except in reliance on exemptions from the
requirements to provide the relevant purchaser with a prospectus
and, as a consequence of acquiring securities pursuant to this
exemption or exemptions, certain protections, rights and remedies
provided by the applicable Canadian securities laws will not be
available to the relevant purchaser. The Fundraising Shares will be
subject to statutory resale (hold) restrictions for a period of
four months and one day in Canada under the applicable Canadian
securities laws and any resale of the Common Shares must be made in
accordance with such resale restrictions or in reliance on an
available exemption therefore. Such restrictions shall not apply to
any Fundraising Shares acquired outside of Canada.
No other person should act on or rely on this
Announcement, as it relates to the UK placing, and persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this Announcement, you
represent and agree that you are a Relevant Person. This
Announcement must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this Announcement or the Fundraising relates is available
only to Relevant Persons and will be engaged in only with Relevant
Persons.
No offering document or prospectus will be made
available in any jurisdiction in connection with the matters
contained or referred to in this Announcement or the UK Placing or
the Fundraising, other than in relation to admission to trading in
Iceland, and no such prospectus is required (in accordance with
either the EU Prospectus Regulation for the purpose of the offer or
sale of the Fundraising Shares, the UK Prospectus Regulation or
Canadian securities laws) to be published. The offering as it
relates to the Icelandic Placing is subject to the exemptions from
the obligation to publish a prospectus provided for in Articles
1(4)(a) and 1(4)(b) of the EU Prospectus Regulation, which has been
transposed into Icelandic law by virtue of the Act No 14/2020. In
relation to admission to trading in Iceland a Supplementary
Prospectus (consisting of a Supplement to a Registration Document
from 12 September 2023, a Securities Note and a Summary) was
approved by the Financial Supervisory Authority of the Central Bank
of Iceland and published in the public domain on 21 February
2024.
Stifel, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom is acting
exclusively for the Company and for no one else in connection with
the UK Placing and will not regard any other person (whether or not
a recipient of this Announcement) as a client in relation to the UK
Placing and will not be responsible to anyone other than the
Company in connection with the UK Placing or for providing the
protections afforded to their clients or for giving advice in
relation to the UK Placing, the Fundraising or any other matter
referred to in this Announcement. The responsibilities of Stifel,
as nominated adviser, are owed solely to the London Stock Exchange
and are not owed to the Company or to any director or any other
person and accordingly no duty of care is accepted in relation to
them. No representation or warranty, express or implied, is made by
Stifel as to, and no liability whatsoever is accepted by Stifel in
respect of, any of the contents of this Announcement (without
limiting the statutory rights of any person to whom this
Announcement is issued).
Landsbankinn, which is authorised and regulated
by the Financial Supervisory Authority of the Central Bank of
Iceland, is acting exclusively for the Company and for no one else
in connection with the Icelandic Placing and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Icelandic Placing and will not be
responsible to anyone other than the Company in connection with the
Icelandic Placing or for providing the protections afforded to
their clients or for giving advice in relation to the Icelandic
Placing, the Fundraising or any other matter referred to in this
Announcement. Some Icelandic Placees may, however, be customers of
Landsbankinn.
Fossar, which is authorised and regulated by the
Financial Supervisory Authority of the Central Bank of Iceland, is
acting exclusively for the Company and for no one else in
connection with the Icelandic Placing and will not regard any other
person (whether or not a recipient of this Announcement) as a
client in relation to the Icelandic Placing and will not be
responsible to anyone other than the Company in connection with the
Icelandic Placing or for providing the protections afforded to
their clients or for giving advice in relation to the Icelandic
Placing, the Fundraising or any other matter referred to in this
Announcement. Some Icelandic Placees may however be customers of
Fossar.
This Announcement is being issued by and is the
sole responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of Stifel, Landsbankinn and/or Fossar (apart from in the
case of Stifel the responsibilities or liabilities that may be
imposed by the Financial Services and Markets Act 2000, as amended
(“FSMA”) or the regulatory regime established
thereunder) and/or by any of their respective affiliates and/or any
of their respective Representatives as to, or in relation to, the
accuracy, adequacy, fairness or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or their respective
advisers or any other statement made or purported to be made by or
on behalf of Stifel, Landsbankinn and/or Fossar and/or any of their
respective affiliates and/or by any of their respective
Representatives in connection with the Company, the UK Placing
Shares, the UK Placing, the Common Shares or any part of the
Fundraising and any responsibility and liability whether arising in
tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by Stifel,
Landsbankinn and/or Fossar and/or any of their respective
affiliates and/or any of their respective Representatives as to the
accuracy, fairness, verification, completeness or sufficiency of
the information or opinions contained in this Announcement or any
other written or oral information made available to or publicly
available to any interested party or their respective advisers, and
any liability therefor is expressly disclaimed.
The information in this Announcement may not be
forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution,
reproduction or disclosure of this Announcement, in whole or in
part, is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws
of other jurisdictions.
This Announcement does not constitute a
recommendation concerning any investor’s options with respect to
the UK Placing or any part of the Fundraising. Recipients of this
Announcement should conduct their own investigation, evaluation and
analysis of the business, data and other information described in
this Announcement. This Announcement does not identify or suggest,
or purport to identify or suggest, the risks (direct or indirect)
that may be associated with an investment in the UK Placing Shares
or the Common Shares. The price and value of securities can go down
as well as up and investors may not get back the full amount
invested upon the disposal of the shares. Past performance is not a
guide to future performance. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his or her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price
at which the Company’s shares have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Fundraising Shares will be
made pursuant to an exemption under the EU Prospectus Regulation
and the UK Prospectus Regulation from the requirement to produce a
prospectus. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
The Fundraising Shares to be issued pursuant to
the Fundraising will not be admitted to trading on any stock
exchange other than AIM, the TSX-V and Nasdaq Iceland’s main
market.
Neither the TSX-V nor its Regulation Services
Provider (as that term is defined in the policies of the TSX-V)
accepts responsibility for the adequacy or accuracy of this
release.
Forward-Looking Information
This Announcement includes statements that are,
or may be deemed to be, “forward-looking statements”. In some
cases, these forward-looking statements can be identified by the
use of forward-looking terminology, including the terms “aims”,
“anticipates”, “believes”, “could”, “envisages”, “estimates”,
“expects”, “intends”, “may”, “plans”, “projects”, “should”,
“targets” or “will” or, in each case, their negative or other
variations or comparable terminology. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future and factors which are beyond the Company’s
control. The actual results, performance or achievements of the
Company or developments in the industry in which the Company
operates may differ materially from the future results, performance
or achievements or industry developments expressed or implied by
the forward-looking statements contained in this Announcement. The
forward-looking statements contained in this Announcement speak
only as at the date of this Announcement. The Company undertakes no
obligation to update or revise publicly the forward-looking
statements contained in this Announcement, except as required in
order to comply with its legal and regulatory obligations.
- Amaroq - Closing of Fundraising, Admission, and VCP Awards
Amaroq Minerals (TSXV:AMRQ)
過去 株価チャート
から 4 2024 まで 5 2024
Amaroq Minerals (TSXV:AMRQ)
過去 株価チャート
から 5 2023 まで 5 2024