Amaroq Minerals Ltd.

MANAGEMENT'S DISCUSSION AND ANALYSIS

QUARTERLY HIGHLIGHTS

Nine months ended September 30, 2022

Amaroq Minerals Ltd.

Management Discussion & Analysis - Quarterly Highlights

Nine months ended September 30, 2022

The following quarterly highlights management discussion and analysis (the "MD&A") should be read in conjunction with the unaudited condensed interim consolidated financial statements of Amaroq Minerals Ltd. (the "Corporation" or "Amaroq") (previously known as AEX Gold Inc.) for the nine months ended September 30, 2022 prepared in accordance with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") as well as with the MD&A for the year ended December 31, 2021. All figures are in Canadian dollars unless otherwise noted. This MD&A is current as of November 28, 2022.

Further information regarding the Corporation and its operations are filed electronically on the System for Electronic Document Analysis and Retrieval (SEDAR) in Canada and can be found on www.sedar.com. The following abbreviations are used to describe the periods under review throughout this MD&A:

Abbreviation

Period

Q1-21

January 1, 2021 to March 31, 2021

Q2-21

April 1, 2021 to June 30, 2021

Q3-21

July 1, 2021 to September 30, 2021

Q3-21 YTD

January 1, 2021 to September 30, 2021

Q4-21

October 1, 2021 to December 31, 2021

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

Q3-22 YTD

January 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

2023

January 1, 2023 to December 31, 2023

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 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 ("Nasdaq") under the AMRQ ticker (Refer to Subsequent Events).

Amaroq is focused on the development of the cornerstone Nalunaq Project as the means to become self- funded, unlock the true mineral potential of its large license 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 recently announced joint venture with ACAM, will expand its focus on exploring for strategic minerals in Sava, Stendalen, Paatusoq and Kobberminebugt to potentially fill the growing supply gap.

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Amaroq Minerals Ltd.

Management Discussion & Analysis - Quarterly Highlights

Nine months ended September 30, 2022

2. CORPORATE UPDATE

2.1 Financial Highlights

The Corporation reported a net loss of $17,472,618 in Q3-22 YTD compared to $14,874,983 for Q3-21 YTD. The main focus areas are as follow:

  • Exploration and evaluation expenses of $11,003,192 ($7,441,215 in Q3-21 YTD). Lower exploration expenditure in 2021 is indicative of the significant challenges experienced in early in the season, in obtaining reliable drill rigs and qualified personnel which has been overcome towards the end of 2021 with the Corporation securing a long-term contract with its selected drill contractor..Q3-22 YTD spending represents the increased exploration activity at Nalunaq (see section Exploration and Evaluation Expenses for details) as the Corporation continued to focus on increasing the size and definition of the Valley Block Resource.
    o During Q3-22 we completed a further 1,989.9m extensional drill metres into the Valley Block from the two new mountain access roads that were completed by the end of June ahead of the planned schedule of early July.
    o In total 9,289.9m of core drilling has been completed at Nalunaq, logged and sampled with the drilling activities in 2022 completing approximately two weeks ahead of schedule.
    o ALS Geochemistry have successfully installed and commissioned an on-site sample preparation facility for use on all Amaroq 2022 samples ahead of chemical assaying in Ireland. The lab completed 3,166 samples in Q3-22 and we see significant benefit from this relationship as we look forward to the Strategic Mineral workplan as part of the ACAM joint venture.
    o Amaroq have completed a Mineral Resource estimate update with SRK Consulting taking in all exploration results up to the end of 2021. This has resulted in an increase in contained gold from 255koz to 320koz at with an average grade increase of 55% from 18g/t to 28g/t Au.
    o A further 144m for a total of 1,444m of core drilling was completed at Vagar Ridge. Completion of this full 2,000m program was hampered by unseasonal weather.
    o Geophysical surveys across Nanoq and North Sava have been completed and results are being processed.
    o Geophysical survey over Stendalen has been postponed until early 2023 due to the early onset of winter in the region.
  • General and administrative of $6,946,432 ($7,061,387 in Q3-21 YTD).
  1. Salaries and benefits of $1,799,488 ($1,755,147 in Q3-21 YTD), reflect a new organizational structure with a strong focus on exploration with James Gilbertson, joining the Corporation on

September 13, 2021, as a VP of Exploration, as well as In-house Counsel and VP of Finance joining the Corporation in Q4-21 and Q2-22 respectively.

  1. Stock-basedcompensation of $1,499,028 ($360,000 in Q3-21 YTD). The Corporation focusses on aligning management and shareholder interests through stock-based compensation. On January 17, 2022, the Corporation granted to its officers, employees and consultant 4,100,000 stock options with an exercise price of $0.60 and expiry date of January 17, 2027. The stock options 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 costs amount to $1,435,000 for an estimated fair value of $0.35 per option. On April 20, 2022, the Corporation granted a senior employee 73,333 stock options with an exercise price of $0.75 and expiry date of April 20, 2027. The stock options vested 100% at the grant date. The options were granted with an exercise price equal to the closing market price of the shares the day prior to the grant. Total stock-based compensation costs amount to $32,267 for an estimated fair value of $0.44 per option. On July 14, 2022, the Corporation granted an employee 39,062 stock options with an exercise price of $0.64 and expiry date of July 14, 2027. The stock options vested 100% at the grant date. The options were granted with an exercise price equal to the closing market price of the shares the day prior to the grant. Total stock-based compensation costs amount to $14,844 for an estimated fair value of $0.38 per option.
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Amaroq Minerals Ltd.

Management Discussion & Analysis - Quarterly Highlights

Nine months ended September 30, 2022

2. CORPORATE UPDATE (CONT'D)

  1. Investor Relations and Communication of $414,852 ($576,954 in Q3-21 YTD) is slightly lower compared to Q3-21 YTD due to a lower number of advisors being used in 2022 compared to

2021.

  1. Insurance of $274,455 ($435,779 in Q3-21 YTD). The Q3-22 YTD decrease is mainly due a

softening in the D&O Insurance market representing a 53% decrease in premiums.

    1. Travel and other expenses of $481,589 ($1,150,363 in Q3-21 YTD). The decrease is mainly due to a Halyard Engineering Study costs incurred in 2021.
  • Foreign exchange gain of $417,826 (loss of $461,705 in Q3-21 YTD) relating to cash savings held in US$. The US$ strengthened against the CAD from 1.26 to 1.37 in the nine months of 2022. Exchange rate of US$ to CAD stayed virtually the same in the same period of 2021, GBP and EUR to CAD depreciated from 1.55 to 1.47 and 1.73 to 1.71 respectively.

The Corporation has working capital of $10,065,234 as of September 30, 2022 ($25,542,242 as of December 31, 2021).

2.2 Acquisition of Significant Strategic Mineral Land Package in South Greenland

On May 12, 2022, the Corporation announced that it has acquired mineral exploration licences No. 2020/41 and 2021/11 (the "Licences") covering areas in South Greenland from Orano Group ("Orano") for zero upfront consideration but in exchange for a 0.5% contractual, gross revenue royalty (GRR), based on sales of minerals exploited on the licences. The GRR is paid annually and capped at US$10 million ("Royalties Cap"). The Royalties Cap is subject to an annual inflation adjustment, with an ultimate cap limited to the current market capitalisation of the Corporation. Orano has a right of first refusal on any sales or transfer of licenses. The Government of Greenland approved the transfer of licences to Nalunaq A/S on November 14, 2022.

2.3 Capital Fundraising

On November 3, 2022, the Corporation successfully completed a Capital Fundraising and listing on the Nasdaq First North Growth Market in Iceland. Net proceeds of $43,759,526 from the Fundraising will be used to expand and delineate the resource base at the Corporation's cornerstone Nalunaq gold project in south Greenland and progress the asset towards mine construction, as well as provide funding to accelerate exploration across the Corporation's significant portfolio of gold assets and other corporate purposes and sits alongside ACAM's joint venture investment.

As a result of the raise, a total of 85,714,285 new common shares have been placed with new and existing investors at a price of GBP 0.35 , $0.54 or ISK 56.77 per new common share, raising gross proceeds of $46 million (GBP 30 million, ISK 4.9 billion). The total Fundraising comprised 53,734,633 Icelandic Depositary Receipts placed as part of the Icelandic Placing, 18,493,925 common shares pursuant to the UK Placing and 13,485,727 common shares of the Corporation pursuant to the Canadian Subscription, which have been issued and admitted to trading on AIM and the TSX-V. Arion Bank hf. and Landsbankinn hf. acted as agents in connection with the Icelandic Fundraising. In consideration for their services, the agents received a cash commission equal to $1,668,318. Stifel Nicolaus Europe Limited ("Stifel") acted as sole bookrunner, nominated adviser and broker on the UK Placing and Panmure Gordon (UK) Limited ("Panmure Gordon"); together with Stifel, the "UK Banks") acted as manager and broker in relation to the UK Placing. In consideration for their services, they received a cash commission equal to $451,311.

Certain officers and directors of the Corporation purchased an aggregate of 4,972,871 common shares for gross proceeds of $2,700,132. The officers and directors of the Corporation subscribed to the Fundraising under the same terms and conditions as set forth for all subscribers.

The total Fundraising Shares represent approximately 33 per cent of the Corporation's enlarged share capital after the completion of the Fundraising. The first day of trading on First North Iceland is November 1, 2022.

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Amaroq Minerals Ltd.

Management Discussion & Analysis - Quarterly Highlights

Nine months ended September 30, 2022

2. CORPORATE UPDATE (CONT'D)

2.4 ACAM Joint Venture

The Capital Fundraising is complemented by a joint venture between the Corporation and ACAM, under which the Corporation will establish a strategic mineral focused exploration subsidiary to hold certain licences in which the majority of resource is expected to relate to non-gold minerals.

ACAM, through its affiliate company GCAM, LP, will invest an initial amount of $28.5 million (GBP 18 million) under a subscription and shareholders' agreement in return for shares in the subsidiary representing up to 49%, to solely fund exploration work programmes. The Corporation will invest $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 subsidiary's project manager.

The Subscription and Shareholders' Agreement has been signed and placed into escrow and will be released and become effective subject to satisfaction of certain conditions, expected to be satisfied by Q1- 23.

Under the Subscription and Shareholders' Agreement, the JV Company has agreed to grant a right of first refusal to the Corporation in relation to any of the JV Company's licences in Greenland which it does not wish to progress, wishes to withdraw from or on which material gold assets are discovered, and the Corporation has agreed to grant a right of first refusal to the JV Company in relation to any of the Corporation's mineral licences which it does not wish to progress, wishes to withdraw from or on which material non-gold assets are discovered

2.5 AMAROQ Value Creation Plan

The Compensation Committee believes that the success of the Corporation will depend to a high degree on the future performance of the Senior Executives in executing the Corporation's growth strategy. As signalled in our AIM Admission document and now approved, the Corporation has implemented a Value Creation Plan ("VCP") to incentivize delivery of this strategy and to align the interests of Senior Executives with those of shareholders.

Under the VCP, participants will share in a ''VCP pool'' of up to 10% in excess of the growth in the Corporation's value. The Corporation's value for purposes of the ''VCP pool'' will be determined using a hurdle rate of 10% pa over a performance period commencing on January 1, 2022. Part of the VCP pool will be reserved for future participants. Growth in value will be 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 are expected to be formally granted to participants in Q4-22.

3. PROPERTY ACQUISITION

Property acquisitions are capitalized in the consolidated statement of financial position.

Siku Licence

The exploration rights have been granted to the Corporation under a new separate Exploration Licence 2022/08, referred to as Siku. The licence application has been approved and all required documentation was signed by the Corporation on May 10, 2022 and the licence became effective on June 3, 2022. The Corporation acquired the right to conduct exploration activities on approximately 251km2 of land in an areas between the Nanoq and Jokum's Shear project on the east coast of South Greenland.

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AEX Gold Inc. published this content on 29 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 November 2022 11:30:37 UTC.