Amaroq Minerals : Management’s Discussion And Analysis For The Year Ended December 31, 2023

Amaroq Minerals Ltd.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2023

Management Discussion & Analysis

For the year ended December 31, 2023

• 1. Nature of activities .............................................................................................................................. 3

• 2. Corporate update ................................................................................................................................ 4

• 3. Property acquisition ............................................................................................................................ 8

• 4. Exploration and evaluation expenses .............................................................................................. 9

• 5. Strategy and action plan .................................................................................................................. 22

• 6. Environmental monitoring expenses ............................................................................................. 23

• 7. Selected annual information ........................................................................................................... 23

• 8. Results of operations ....................................................................................................................... 23

• 9. Selected quarterly information ........................................................................................................ 26

• 10. Liquidity and capital resources ....................................................................................................... 27

• 11. Off balance sheet arrangements .................................................................................................... 27

• 12. Subsequent event ............................................................................................................................ 27

• 13. Transactions between related parties ........................................................................................... 27

• 14. Critical accounting policies, estimates, judgements and assumptions ..................................... 28

• 15. Changes in accounting policies ...................................................................................................... 28

• 16. Financial instruments ....................................................................................................................... 28

• 17. Contractual commitments and obligations .................................................................................... 28

• 18. Outstanding shares data ................................................................................................................. 29

• 19. Stock option plan and Restricted Share Unit plan ....................................................................... 29

• 20. Risk factors ........................................................................................................................................ 29

• 21. Disclosure Controls and Procedures ............................................................................................ 36

• 22. Internal Control over Financial Reporting ..................................................................................... 36

• 23. Forward looking information ............................................................................................................ 36

Management Discussion & Analysis

For the year ended December 31, 2023

The following Management Discussion and Analysis (the "MD&A") of the financial condition and results of the operations of Amaroq Minerals Ltd. (the "Corporation" or "Amaroq"), and its subsidiary companies and joint arrangements constitutes management's review of the factors that affected the Corporation's financial and operating performance for the year ended December 31, 2023. This MD&A is dated as of March 26, 2024 and should be read in conjunction with the Corporation's audited consolidated financial statements for the year ended December 31, 2023 (the "Financial Statements"), which are prepared in accordance with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). All dollar amounts in this MD&A are expressed in Canadian dollars unless otherwise noted.

Further information regarding the Corporation, including the Corporation's press release, quarterly and annual reports, Annual Information Form is available electronically on the System for Electronic Data Analysis and Retrieval + (SEDAR+) in Canada and can be found onwww.sedarplus.ca. The following abbreviations are used to describe the periods under review throughout this MD&A:

Abbreviation	Period
2021	January 1, 2021 to December 31, 2021
Q1-22	January 1, 2022 to March 31, 2022
Q2-22	April 1, 2022 to June 30, 2022
Q3-22	July 1, 2022 to September 30, 2022
Q4-22	October 1, 2022 to December 31, 2022
2022	January 1, 2022 to December 31, 2022
Q1-23	January 1, 2023 to March 31, 2023
Q2-23	April 1, 2023 to June 30, 2023
Q3-23	July 1, 2023 to September 30, 2023
Q4-23	October 1, 2023 to December 31, 2023
2023	January 1, 2023 to December 31, 2023
2024	January 1, 2024 to December 31, 2024
1.	NATURE OF ACTIVITIES

Amaroq 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. Since July 2017, the Corporation's shares are listed (under the AMRQ ticker) 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").

Amaroq is in the process of restarting the cornerstone Nalunaq mine and construction of a processing plant as the means to become self- funded, unlock the true mineral potential of its large licence holdings in Greenland and deliver significant value to all stakeholders. The Corporation is actively exploring what we believe to be world class gold deposits in Vagar and Nanoq and through the joint venture with GCAM (the "Joint Venture" or "JV"), will expand its focus on exploring for strategic minerals in Sava, Stendalen, Paatusoq and Kobberminebugt to potentially fill the growing supply gap.

Amaroq Minerals Ltd.

Management Discussion & Analysis

For the year ended December 31, 2023

2.

OPERATIONAL PERFORMANCE HIGHLIGHTS

During the twelve months ending December 2023 the Corporation completed additional exploration drilling at Nalunaq whilst simultaneously focused on ramping up logistics and site preparation for the Nalunaq mine, processing plant and surface infrastructure as well as mine rehabilitation works commenced in Q4-23 with the aim to restart mining activities in Q2-24. Exploration activities within strategic minerals Joint Venture consisted of the establishment of a new 20-person camp, completion of 2,200m of exploration drilling and 8,000 line kilometers of airborne geophysics across the Southern Greenland Copper Belt. The Corporation looks to continue to improve the understanding of this emerging high potential resource. In addition to this the Corporation finished the MT survey over Stendalen (Nickel/Copper/Cobalt) target and using that data started drilling a 1,000m hole into the Stendalen intrusion. The drilling of the Stendalen Ni/Cu/PGM was completed during Q4-23.

2.1 2023 Consolidated Financial Results

2023

2022 $

2021 $

Financial Results

Revenue	-	-	-
Exploration and evaluation expenses	6,616,652	12,700,526	14,280,055
Site development costs	2,515,743	-	-
General and administrative expenses	13,631,912	10,150,020	9,703,198
(Gain) on loss of control of subsidiary	(31,340,880)	-	-
Share of loss of equity-accounted joint
arrangement	7,892,387	-	-
Unrealized loss on derivative liability	4,536,411
Net income (loss)	(833,513)	(21,898,963)	(24,689,239)
Net income (loss) per share, diluted	(0.003)	(0.11)	(0.14)
Financial Position
Cash on hand	21,014,633	50,137,569	27,324,459
Investment in equity-accounted joint
arrangement	23,492,811	-	-
Total assets	106,953,183	65,096,061	42,781,664
Total current liabilities	42,097,312	1,210,758	2,100,084
Shareholders' equity	64,278,637	63,227,863	39,968,502
Working capital (before convertible notes
liability)1	37,614,068	49,472,991	25,542,242
Working capital (convertible notes liability
included)	1,870,941	49,472,991	25,542,242
2.2 2023 Financial Performance Highlights

The Corporation reported a net loss of $833,513 in 2023 compared to (net loss of $21,898,963 for 2022). The main variations are as follow:

•  Exploration and evaluation expenses of $6,616,652 ($12,700,526 in 2022). Mainly representing costs of drilling, geophysics surveying, geological works, and associated support cost at the Nalunaq camp during the 2023 field season. Exploration activities in 2023 were less than half of 2022 since the focus has shifted from exploration towards the restart of the Nalunaq mine, upgrade of the camp and the construction of the process plant and associated surface infrastructure.

  • o A further 1,735m of resource drilling from six drillholes targeting resource expansion areas directly up dip from the proposed mining area of the Mountain Block. These results were announced on the 11th of October 2023 and illustrated that the high-grade zone continued

1 Working Capital as per the Consolidated Statement of Financial Position as at December 31 2023 is $1,870,941 and includes $35,743,127 of Convertible Notes liability- hybrid instrument with complex embedded derivatives due to its early conversion and repayment feature components. According to the Corporation's Financial Instruments accounting policy (Note 3.17 of the Financial Statements), host liability and embedded derivative liability are to be classified as current due to its early conversion feature (Note 10 of the Financial Statements).

Amaroq Minerals Ltd.

Management Discussion & Analysis

For the year ended December 31, 2023

beyond the proposed mining area and also included the identification of a new vein system in the hanging wall, the 75 vein.

• o Sava Copper Belt - exploration drilling was completed across two targets. Results were reported 24 January 2024.

• o Exploration drilling and geophysics at Stendalen with the construction of a remote camp and logistics hub. Results were reported 29 February 2024.

• o A further 8,000 line Km of geophysics over regional, Sava and Nunarsuit targets have been completed.

•  Site development costs of $2,515,743 ($nil in 2022) represents cost of Nalunaq Project processing plant related engineering, project and construction management costs incurred before September 1, 2023- the date when the Corporation declared Technical Feasibility and Commercial Viability of Nalunaq Project. All site development costs September 1,2023 onwards were capitalized to Construction in Progress within Capital Assets and Nalunaq development costs for twelve months of 2023 totaled $25,761,155 ($nil in 2022).

•  General and administrative costs of $13,631,912 ($10,150,020 in 2022).

  • o Salaries and benefits of $4,311,610 ($3,188,032 in 2022). Salaries and benefits are expected to increase over the next couple of quarters as manpower is increased to complete the construction of the processing plant, manage on-site stores and warehousing, coordinate site rotations and logistics and collection of ESG related data.

  • o Stock-based compensation of $1,908,303 ($2,046,342 in 2022). The Corporation has implemented a Restricted Share Unit Plan ("RSU") to incentivize delivery of the exceptional shareholder returns over the longer-term and to align the interests of Senior Executives with those of shareholders. Under the RSU, participants share in a ''RSU pool'' of up to 10% in excess of the growth in the Corporation's value. The Corporation's value for purposes of the ''RSU pool'' is determined using a hurdle rate of 10% pa over a performance period commencing on January 1, 2022. Part of the RSU pool will be reserved for future participants. Growth in value is based on the change in share price, with an adjustment for any dividends paid during the period (to the extent such distributions are made), based on the same number of shares in issue at the start of the performance period. Awards were granted to participants on December 31, 2022 and October 13, 2023. $1,856,000 recorded in twelve months ended December 31, 2023 represents the recognition of the twelve-month expense based on the fair valuation of the RSU pool for current participants. Further details on the RSU description and valuation are provided under Note 12 of December 31, 2023, Financial Statements.

•  Professional fees of $3,298,134 ($2,258,660 in 2022). Professional fees mainly represent legal fees to finalize the GCAM Joint Venture as well as transaction fees associated with finalizing Nasdaq Main Market listing in Iceland. The Corporation's shares commenced trading on the Main Market on September 21, 2023.

•  Investor Relations and Communication of $713,161 ($598,447 in 2022) is slightly higher than for the same period of 2022 mainly driven by increased interaction with investors on the development of Nalunaq.

•  Insurance of $289,042 ($341,793 in 2022). The reduction in insurance is mainly due to the reduction in D&O insurance by $109k, offset by an increase in general liability insurance of $57k.

•  Travel and other expenses of $1,383,767 ($746,180 in 2022). The increase in expenses in twelve months of 2023 is mainly due to higher travel costs associated with analyst and Board site visits to Nalunaq.

•  Regulatory fees of $953,521 ($212,939 in 2022). The increase in costs reflect the third listing by the Corporation together with the subsequent upgrade from the Nasdaq First North Growth listing to the Main Market as well as the associated market making fees in Iceland for the twelve months of 2023.

•  Foreign exchange gain of $306,706 (gain of $849,773 in 2022) is mainly explained by the effects of exchange rate changes on GBP cash. In the 12-month of 2023 GBP stayed virtually unchanged against CAD and moved from 1.65 to 1.66. Exchange rate of GBP to CAD weakened during the same period of 2022 from 1.55 to 1.53, US$ appreciated from 1.28 to 1.37 for the same period of 2022.

•  Gain on loss of control of Gardaq A/S of $31,340,880 in twelve months ended December 31, 2023 (zero in twelve months ended December 31, 2022) representing Corporation's gain on the disposition of 49% of the fair value of Gardaq's ownership in the non-gold strategic mineral licences on April 13, 2023.

•  Share of loss in joint arrangement of $7,892,387 in twelve months ended December 31, 2023 (zero - 5-

Amaroq Minerals Ltd.

Management Discussion & Analysis

For the year ended December 31, 2023

in twelve months ended December 31, 2022) representing 51% share of net losses associated with exploration costs incurred by Gardaq A/S within the period from April 13, 2023 to December 31, 2023.

•  Project management income of $1,714,559 in twelve months ended December 31, 2023 (zero in twelve months of December 31, 2022) representing corporate overhead costs charged by Nalunaq A/S to Gardaq A/S within the period from April 13, 2023 to December 31, 2023.

2.3 Q4-23 Financial Results

The following table presents selected financial information for each of the most recent eight quarters:

Revenue

Q4-23	Q3-23	Q2-23	Q1-23
$	$	$	$

-

-

-

-

Exploration and evaluation expenses Site development costs

879,326

690,179

2,277,540 -

• 2,278,193 1,181,653

  1,825,564

  -

  General and administrative expenses (Gain) on loss of control of subsidiary Share of loss of equity-accounted joint arrangement

  5,616,655 -

  2,632,041 -

• 2,806,181 2,577,035

(31,340,880)

2,871,156

3,381,749

1,639,482

- -

Net income (loss)

(14,259,099)

(6,555,222)

• 23,357,701 (3,376,893)

Net income (loss) per share, diluted Cash on hand

(0.05)

(0.02)

0.09

(0.01)

21,014,633

53,655,954

• 39,669,852 46,784,407

  Investment in equity-accounted joint arrangement

  23,492,811

  26,363,967

  29,745,716

  -

  Total assets

  106,953,183

  111,193,232

• 87,686,844 62,010,593

  Total current liabilities Shareholders' equity

  42,097,312

  32,613,568

• 2,980,657 1,091,187

  64,278,637

  77,982,519

• 84,089,457 60,280,742

  Working capital (before convertible notes liability)2

  37,614,068

  58,690,733

• 41,017,725 46,738,567

Working Capital (convertible notes liability included)

1,870,941

28,895,835 41,017,725, 46,738,567

Q4-22 $

Q3-22 $

Q2-22 $

Q1-22 $

Revenue

Exploration and evaluation expenses Site development costs

General and administrative expenses (Gain) on loss of control of subsidiary Share of loss of equity-accounted joint arrangement

Net income (loss)

Net income (loss) per share, diluted Cash on hand

Investment in equity-accounted joint arrangement

Total assets

Total current liabilities Shareholders' equity Working capital

-	-	-	-
1,697,334	5,567,361	4,425,501	1,010,330
-	-	-	-
3,203,588	1,859,725	2,097,937	2,988,769
-	-	-	-
-	-	-	-
(4,426,345)	(7,012,481)	(6,324,639)	(4,135,498)
(0.02)	(0.04)	(0.04)	(0.02)
50,137,569	11,032,487	19,494,000	23,823,441
-	-	-	-
65,096,061	26,028,307	34,618,121	39,195,469
1,210,758	1,227,741	2,880,555	1,207,103
63,227,863	24,124,912	31,043,925	37,276,866
49,472,991	10,065,234	16,782,108	22,812,025

The Corporation reported a net loss of $14,259,099 in Q4-23 compared to $4,426,345 for Q4-22. The main

2 Working Capital as per the Consolidated Statement of Financial Position as at December 31 2023 is $1,870,941 ($28,895,835 as at September 30, 2023) and includes $35,743,127 ($29,794,898 as at September 30, 2023) of Convertible Notes liability- hybrid instrument with complex embedded derivatives due to its early conversion and repayment feature components. According to the Corporation's Financial Instruments accounting policy (Note 3.17 of the Financial Statements), host liability and embedded derivative liability are to be classified as current due to its early conversion feature (Note 10 of the Financial Statements).

Amaroq Minerals Ltd.

Management Discussion & Analysis

For the year ended December 31, 2023

variations are as follow:

•  Exploration and evaluation expenses of $879,266 ($1,697,334 in Q4-22).

  Mainly representing costs of drilling, geophysics surveying, geological works, and associated support cost at the Nalunaq camp during the 2023 field season. Exploration activities in Q4-23 were less than half of Q4-22 since the focus has shifted from exploration towards the restart of the Nalunaq mine, upgrade of the camp and the construction of the process plant and associated surface infrastructure. Underground sampling and assaying across the target Block extension zones, reported 29 January 2024.

•  Completion of Stendalen sampling and assaying as well as further geophysical interpretations to assist in planning ahead of 2024. Results were reported 29 February 2024.

•  Site development costs were capitalized to Construction in Progress within Capital Assets in Q4-23 and for three months of Q4-23 totaled to $16,083,164.

•  General and administrative costs of $5,616,655 in Q4-23 ($3,203,588 in Q4-22).

  • o Salaries and benefits of $2,447,564 ($1,388,54 in Q4-22). Salaries and benefits are expected to increase over the next couple of quarters as manpower is increased to complete the construction of the processing plant, manage on-site stores and warehousing, coordinate site rotations and logistics and collection of ESG related data.

  • o Stock-based compensation of $555,261 ($547,314 in Q4-22). On July 24, 2023 the Corporation granted 19,480 options with an exercise price of $0.70, vesting date of October 24, 2023 and an expiry date of July 24, 2028 to an employee and on December 20, 2023, the Corporation granted its employees 61,490 stock options with an exercise price of $1.09 and expiry date of December 20, 2028 which 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 for options amounted to $46,261 for an estimated fair value of $0.566 per option vested during Q4-23. In addition, awards of RSUs were granted to participants on December 31, 2022 and October 13, 2023. $509,000 was recorded during the three months ended December 31, 2023 representing the recognition of the three-month expense based on the fair valuation of the RSU pool for current participants. Further details on the RSU description and valuation are provided under Note 12 of the December 31, 2023, Financial Statements.

•  Professional fees of $1,479,354 ($450,283 in Q4-22). Professional fees in Q4-23 were higher compared to Q4-22 due to $802k debt financing fees, legal fees related to Nalunaq Project main contracts review and finalization as well as consulting costs for setup of comprehensive decarbonization strategy and aligning of biodiversity standards.

•  Investor Relations and Communication of $232,902 ($183,595 in Q4-22) is slightly higher than for the same period of 2022 mainly driven by increased interaction with investors on the development of Nalunaq.

•  Insurance of $77,836 ($67,338 in Q4-22).

•  Travel and other expenses of $390,600 ($264,591 in Q4-22). The increase in expenses in Q4-23 compared to Q4-22 is mainly due to higher travel costs associated with business development and increased number of investor meetings on the back of development of Nalunaq project.

•  Regulatory fees of $238,299 ($107,416 in Q4-22). The increase in costs reflect the third listing by the Corporation together with the subsequent upgrade from the Nasdaq First North Growth listing to the Main Market as well as the associated market making fees in Iceland for the three months of Q4-23.

•  Foreign exchange gain of $365,413 (gain of $431,947 in Q4-22) is mainly explained by the effects of exchange rate changes on GBP cash. In the three-month period of Q4-23 GBP weakened against CAD in all three months of Q4-23.

•  Share of loss in joint arrangement of $2,871,156 (zero in Q4-22) representing 51% share of net losses associated with exploration costs incurred by Gardaq A/S within the period from October 1, 2023 to December 31, 2023.

•  Project management income of $606,458 (zero in Q4-22) representing corporate overhead costs charged by Nalunaq A/S to Gardaq A/S within the period from October 1, 2023 to December 31, 2023.

Amaroq Minerals Ltd.

Management Discussion & Analysis

For the year ended December 31, 2023

2.4 Cash Flow and Liquidity

Cash used in operating activities in 2023, totalled to $34,359,180 compared to $20,874,288 in 2022. Cash used in 2023 operations was mostly directed at completing additional exploration drilling at Nalunaq whilst simultaneously focusing on procuring equipment, supplies and contracted services for processing plant construction, ramping up logistics, surface infrastructure and making an advance payment for Nalunaq mine rehabilitation and development works with the aim to restart mining activities in Q1-2024. Cash used in operations in 2022 was mostly directed at implementing exploration and drilling program across the Corporation's licences portfolio.

Cash used in investing activities in 2023, was $24,303,517 representing cash spent on Nalunaq mine rehabilitation works and development preparation, construction of related infrastructure, camp winterization and expansion to 88-person camp, as well as processing plant engineering, design, procurement and construction of process plant foundation compared to $261,967 spent in 2022 for deployment of an accounting and enterprise resource planning system.

Cash received from financing activities in 2023, was $29,355,353, compared to cash received from financing activities of $43,061,260 for 2022. Debt Financing package for funding of the Nalunaq Project was closed on September 1, 2023 and pursuant to the agreements, US$22.4 million (CAD $30.4 million) of Convertible Notes were issued on September 1, 2023. As at December 31, 2023, aside from the $21.0 million available cash, the Corporation had undrawn revolving credit facilities of $38.5 million, representing total liquidity of $59.5 million.

As at December 31, 2023, the Corporation has working capital of $37,614,068 compared to $49,472,991 as of December 31, 2022.

3.

CORPORATE UPDATE

3.1 GCAM Joint Venture

November 2022 Capital Fundraising was complemented by a joint venture between the Corporation and GCAM, under which the Corporation has established a strategic mineral focused exploration joint venture ("Gardaq A/S") to hold certain licences in which the majority of resource is expected to relate to non-gold minerals. Under the terms of the agreement, any gold mineralisation discovered by the Joint Venture entity during the course of exploration activities in these licences, will be offered back to the Corporation.

ACAM, through its affiliate company GCAM, LP, has invested an initial amount of $30.1 million (GBP 18 million) under a subscription and shareholders' agreement in return for 490,000 ordinary shares in the subsidiary representing 49% of the issued shares in Gardaq A/S, to solely fund exploration work programmes. The Corporation invested six non-gold strategic minerals licences through the transfer of those licences from Nalunaq A/S to Gardaq A/S as well as $7.7 million (GBP 5 million) under the Subscription and Shareholders' Agreement, with such amount to be set-off against corporate overhead costs incurred by Nalunaq A/S as the joint venture's project manager.

On April 13, 2023, the Subscription and Shareholders' agreement became effective subject to satisfaction of all conditions for the release of the Subscription and Shareholders' Agreement from escrow. On the day of closing the deal, the Corporation recognized $31.3 million gain on loss of control over Gardaq A/S as a subsidiary, but retained a joint control, representing 51% equity share of the Corporation in Gardaq Joint Venture.

3.2 US$50.9M Debt Financing (the "Financing")

On March 28, 2023, the Corporation signed non-binding term sheets for a US$49.5 million Senior Secured Financing package which was updated on August 11, 2023, to US$50.9 million consisting of:

(i) US$18.5 million Bank Revolving Credit Facilities ("RCF") provided by Landsbankinn hf. and Fossar - 8-

Amaroq Minerals Ltd.

Management Discussion & Analysis

For the year ended December 31, 2023

Investment Bank, with a two-year term and priced at SOFR plus 950bps. Interest is capitalized and payable at the end of the term;

• (ii) US$22.4 million in convertible notes with 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 convertible notes have a US$3.5M Commitment Fee payable after the Bank RCF has been repaid. The conversion price of $0.90 per common share is the closing Canadian market price of the shares on the closing day of the Financing;

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

The Financing, together with existing capital, is expected to enable the transition to initial production of gold doré on site at Nalunaq, ahead of full-scale production.

The Corporation closed the Financing on September 1, 2023.

• 3.3 Nasdaq Main Market Listing in Iceland

  Subsequent to the approval by the Financial Supervisory Authority of 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.

  Landsbankinn hf. Corporate Finance was acting as Project manager, listing agent and advisor on the admission. Fossar Investment Bank hf. advised the Corporation on the potential effects of the admission on the Amaroq stock.

• 3.4 February 23 2024 GBP 44 million Fundraising

On February 13, 2024, the Company announced the successful completion of its oversubscribed fundraising which resulted in a total of 62,724,758 new common shares conditionally placed with new and existing institutional investors at a placing price of 74 pence (CAD $1.25, ISK 127 at the closing exchange rate on 9 February 2024). The placing price represented a 5.7% premium to the closing share price on 9 February 2024 on the AIM exchange. The fundraising consisted of:

•  A placing of new common shares with new and existing institutional investors at the placing price (the "UK Placing"). Stifel Nicolaus Europe Limited acted as the sole bookrunner and broker on the UK Placing.

•  A placing of new depository receipts representing new common shares with new and existing investors at the placing price (the "Icelandic Placing"). Landsbankinn hf. and Fossar Investment Bank hf. acted as joint bookrunners on the Icelandic Placing and Landsbankinn hf. acted as underwriter.

•  A private placement of new common shares by certain existing institutional investors and a director of the Company at the placing price (the "Canadian Subscription"). Amaroq director, Sigurbjorn Thorkelsson, participated in the Canadian Subscription for an aggregate of 2,700,000 common 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 a result of the subscription, net proceeds of approximately GBP 44 million (CAD 75 million) have been raised, exceeding the initial targeted amount of GBP 30 million. The issued shares were credited as fully paid and rank pari passu in all respects with the existing common shares of the Company. Following the admission of the subscribed shares, Amaroq's total issued share capital consists of 326,455,446 common shares.

  The proceeds of the fund will be used to further advance exploration at the Company's Vagar and Nanoq licences and to fund an additional capital injection into its Gardaq joint venture, as well as to accelerate mining and development of the Company's Nalunaq gold project. The Fundraising closed on February 23, 2024.

Amaroq Minerals Ltd.

Management Discussion & Analysis

For the year ended December 31, 2023

The Company will issue its inaugural Sustainability Report for 2023 alongside its Annual Report for 2023 in Q2-24.

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