Standard Lithium Ltd. press release
Proposed equity fundraising and acquisition of additional licences to create a new West Greenland Hub
TSXV - TSX Venture Exchange · Lithium · Bromine · Potash · Sodium · Canada
Reykjavík, June 11, 2025 (GLOBE NEWSWIRE) -- THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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 SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, IF YOU WISH TO PARTICIPATE IN THE UK PLACING, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX 1 AND 2 TO THIS ANNOUNCEMENT. IF YOU WISH TO PARTICIPATE IN THE ICELANDIC PLACING, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX 1 AND 3 TO THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE 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 ASSIMILATED REGULATION NO 596/2014, AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (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 ” )
TORONTO, ONTARIO – 11 June 2025 - Amaroq Minerals Ltd. (AIM, TSX-V, NASDAQ Iceland: AMRQ), an independent mine development corporation focused on unlocking Greenland’s mineral potential, announces that following reverse interest from recognised and substantial institutional investors, it is intending to conduct a placing and subscription of new common shares (“ Common Shares ”) to raise minimum gross proceeds of £30.0 million (equivalent to approximately C$55.5 million or ISK 5.1 billion) (the “ Fundraising ”) at a price of 85.0 pence (C$1.57, ISK144) per new Common Share (the “Placing Price” ).
The net proceeds of the Fundraising will be used to:
create a new resources hub in West Greenland and accelerate and deepen exploration drilling and the preparation of technical studies there (“ West Greenland Hub ”), support the ongoing commissioning and production expansion at Nalunaq, complete technical studies in relation to production expansion at Nalunaq, and provide additional balance sheet strength and working capital flexibility to the Company.
Eldur Olafsson, CEO of Amaroq, commented: “Greenland is one of the last remaining frontiers in the world and we recognise that in order to access the resource potential, whilst at the same time building the infrastructure to leverage the opportunity; a full cycle mining enterprise approach is required. As a result of significant reverse interest from recognised and substantial institutional investors, we are launching this fundraise in order to strengthen our ability to execute on our strategy of creating a growing, sustainable full-cycle mining enterprise and forming a Greenlandic legacy."
As part of the Company’s strategy to expand its Greenlandic footprint and diversify its commodity exposure Amaroq today also announces the acquisition of the entire issued share capital of Black Angel Mining A/S (“ Black Angel ”) from FBC Mining (BA) Limited (“ FBC Mining "), as well as the proposed acquisition of the Kangerluarsuk licences from 80 Mile plc (“ 80 Mile ”) (together the “ Strategic Acquisitions ”), to create the West Greenland Hub. The Company has entered into a binding, conditional share sale and purchase agreement with FBC Mining, with a consideration of US$10 million, for the Black Angel acquisition; and a binding, conditional memorandum of understanding with 80 Mile and Disko Exploration Ltd, with an initial consideration of US$0.5 million and a potential deferred consideration of US$1.5 million (subject to the delineation of a mineral resource in the licence areas that could support the commencement of a formal Preliminary Economic Assessment, scoping study, or equivalent, which indicates the potential for economic extraction), for the acquisition of the Kangerluarsuk licences. The initial consideration for both Strategic Acquisitions and the potential deferred consideration (if any) will be satisfied by the issue of Amaroq shares at prices to be determined with reference to the market price of the Company's common shares prior to closing of each of the Strategic Acquisitions. Amaroq shares will be issued to satisfy the initial consideration and the deferred consideration, respectively, for the transaction with 80 Mile. Completion of each of the Strategic Acquisitions are subject to the satisfaction of certain customary conditions precedent (and, in the case of 80 Mile, the negotiation of definitive documentation), including the approval of the TSX Venture Exchange (the " TSX-V ") and the approval of direct and indirect transfers of mineral exploration licences by the Government of Greenland. Upon completion of both Strategic Acquisitions, and combined with the existing portfolio of licences, Amaroq will become the largest mineral licence holder in Greenland, with a total licence area of 7,501.4km 2 . The acquisition of Black Angel is a related party transaction for the purposes of the AIM Rules and Multilateral Instrument 61-101 – _Protection of Minority Security Holders in Special Transactions _(" MI 61-101 ").
As previously disclosed, Amaroq is also evaluating the benefit of upgrading its London listing onto the Main Market of the London Stock Exchange, in order to access further market liquidity and broaden its investor base; further details of which will be shared with the market as appropriate, when a decision is made.
Fundraising Highlights
As a result of reverse interest from certain investors, the minimum Fundraising has been established at £30.0 million. The minimum £30.0 million Fundraising will consist of: a proposed placing of new Common Shares (the “ UK Placing Shares ”) with new and existing institutional investors (the “ UK Placing ”), at the Placing Price; a proposed placing of new depositary receipts representing new Common Shares (the " Icelandic Placing Shares ") with new and existing qualified investors, as defined in Article 2(e) of the EU Prospectus Regulation (“ EEA Qualified Investors ”), at the Placing Price (the “ Icelandic Placing ”); and a proposed direct private placement by the Company of new Common Shares (the “ Subscription Shares ”, together with the UK Placing Shares and the Icelandic Placing Shares, the “ Fundraising Shares ”) with certain investors at the Placing Price (the “ Subscription ”).
The Fundraising will be effected pursuant to the Company’s existing authorities to allot equity securities and therefore no General Meeting will be required.
Further detail on the use of net proceeds: liquidity and working capital to ensure the full construction and commissioning of the processing plant in Nalunaq, targeting a 300t/d processing rate by the end of 2025; completion of technical studies in relation to production expansion to confirm Nalunaq’s ability to achieve a 450t/d processing rate on a sustainable basis; creation of a new hub in West Greenland, focussed on the high-grade zinc and nickel opportunity with the previously operated Black Angel mine and the separate exploration licence area, in addition to further liquidity to finance feasibility studies and exploration drilling; strengthening the Company’s balance sheet to maintain the Company’s strong equity ratio and limit exposure to adverse events during ramp-up; advancing the gold exploration portfolio (such as Nanoq) and strategic minerals portfolio, through the Gardaq strategic minerals joint venture; accelerating and deepening exploration drilling in the near term; and potentially assessing and executing complementary inorganic growth opportunities.
Details of the Fundraising
Panmure Liberum Limited (“ Panmure Liberum ”) is acting as nominated adviser, joint bookrunner and joint broker, alongside Canaccord Genuity Limited (“ Canaccord ”) who is also acting as joint bookrunner and joint broker (together the “ UK Joint Bookrunners ”), on the UK Placing. Landsbankinn hf. (“ Landsbankinn ”) and Acro verðbréf hf (“ Acro ”) (together the “ Icelandic Joint Bookrunners ”) are acting as joint bookrunners on the Icelandic Placing. In relation to the UK Placing: the UK Placing will be conducted through an accelerated bookbuild process (the “ UK Bookbuild ”) to be conducted by the UK Joint Bookrunners, which will launch immediately following the release of this Announcement and will be made available to eligible institutional investors subject to the terms and conditions set out in Appendix 1 and 2 to this Announcement. The Bookbuild is expected to close no later than 7:00 a.m. on 12 June 2025, however the UK Joint Bookrunners and the Company reserve the right to close the Bookbuild earlier or later, without further notice; the UK Placing is subject to the terms and conditions set out in Appendix 1 and 2 to this Announcement; and the UK Placing is conditional, amongst other things, upon the Icelandic Placing not having been terminated prior to admission of the Fundraising Shares to trading on the AIM market of London Stock Exchange plc (“ AIM ”) and the receipt of conditional approval from the TSX-V for the listing of the Fundraising Shares.
In relation to the Icelandic Placing: The Icelandic Placing will be conducted through an accelerated bookbuild process (the “ Icelandic Bookbuild ” and together with the UK Bookbuild the “ Bookbuilds ”)) to be conducted by the Icelandic Joint Bookrunners, which will launch immediately following the release of this Announcement and will be made available to EEA Qualified Investors subject to the terms and conditions set out in Appendix 1 and 3 to this Announcement. The Icelandic Bookbuild is expected to close no later than 7:00 a.m. (6:00 a.m. GMT) on 12 June 2025, however the Icelandic Joint Bookrunners and the Company reserve the right to close the Icelandic Bookbuild earlier or later, without further notice; the Icelandic Placing is subject to the terms and conditions set out in Appendix 1 and 3 to this Announcement; and the Icelandic Placing is conditional, amongst other things, upon the receipt of conditional approval from the TSX-V for the listing of the Fundraising Shares and the Financial Supervisory Authority of the Central Bank of Iceland’s approval of a prospectus relating to the admission to trading of the Fundraising Shares on Nasdaq Iceland hf.’s Main Market (the “ Icelandic Exchange ”).
Allocations in the UK Placing are at the absolute discretion of the UK Joint Bookrunners, in consultation with the Company. The number of Fundraising Shares will be determined following completion of the Bookbuilds by agreement between the Company, the Icelandic Joint Bookrunners and the UK Joint Bookrunners. Allocations in the Icelandic Placing are at the absolute discretion of the Company. Details of the number of Fundraising Shares will be announced as soon as practicable after the close of the Bookbuilds.
Details of the Strategic Acquisitions
West Greenland holds a significant and highly prospective sedimentary basin that hosts high grade lead-zinc-silver mineralisation within stratabound sulphide lenses. The acquisition of Black Angel provides access to licences covering project areas that have strong geological parallels to Canadian exploration zones with a number of active large and mid-tier mining companies. Upon completion of the Strategic Acquisitions, it is expected that Amaroq will become the largest licence holder in Greenland.
Related Party Transaction
The acquisition of Black Angel represents a related party transaction for the purposes of AIM Rule 13 of the AIM Rules for Companies and MI 61-101, and is also considered a transaction with a Non-Arm’s Length Party within the meaning of the TSX-V, by virtue of the fact that the ultimate parent company of Black Angel (of which Black Angel is a 100% owned subsidiary), BAMAS ehf. (“ BAMAS ”), is controlled by certain directors of Amaroq. In aggregate, Eldur Olafsson, Sigurbjorn Thorkelsson and Graham Stewart, all of whom are directors of Amaroq, hold approximately 72% of the issued share capital of BAMAS either directly or indirectly. Eldur Olafsson, through Vatnar hf (Iceland) holds 42.9%, Sigurbjorn Thorkelsson through Fossar Holdings Ltd. Holds 20.6% and Graham Stewart directly holds 8.5% of the issued share capital of BAMAS respectively. The independent Directors of the Company, being Line Frederiksen, David Neuhauser, Liane Kelly and Warwick Morley-Jepsen, having consulted with Panmure Liberum, the Company's nominated adviser, consider the terms of the agreement for the acquisition of Black Angel to be fair and reasonable in so far as the Company’s shareholders are concerned.
Pursuant to MI 61-101, related party transactions require the Company to obtain 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 25% of the Company’s market capitalisation.
Eldur Olafsson, CEO of Amaroq, added:
“Earlier in 2025 we announced a significant 51% increase in overall contained gold at Nalunaq, following a successful drilling programme, demonstrating the deposit’s robust expansion potential. This fundraising will support the ongoing commissioning of the Nalunaq mine as we ramp up to nameplate capacity of 300 t/d processing rate by the end of 2025, and carry out further technical studies to confirm potential to expand processing capacity to 450 t/d going forward. The funds raised will also provide us with additional financial flexibility and market liquidity as we prepare for a Main Market listing in 2026.
We are also delighted to announce today two acquisitions in West Greenland – the previously operating Black Angel Mine and the nearby Kangerluarsuk licence area, which together will form our new West Greenland Hub, and we look forward to completing these acquisitions and commencing studies on the new licences. We are excited to be expanding our footprint in Greenland and further diversifying our commodity exposure, cementing Amaroq’s position as both the largest licence holder in Greenland and a natural proxy for investment in mining, energy and infrastructure in the region.”
Enquiries: Amaroq Minerals Ltd. Eldur Olafsson, Executive Director and CEO
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, Joint Bookrunner and Corporate Broker) Scott Mathieson Nikhil Varghese Freddie Wooding +44 (0) 20 7886 2500
Canaccord Genuity Limited (Joint Bookrunner and Corporate Broker) James Asensio Harry Rees George Grainger +44 (0) 20 7523 8000
Landsbankinn hf. (Joint Bookrunner) Björn Hákonarson Sigurður Kári Tryggvason +354 410 7340
Acro verðbréf hf. (Joint Bookrunner) Hannes Árdal Þorbjörn Atli Sveinsson +354 532 8000
Camarco (Financial PR) Billy Clegg Elfie Kent Fergus Young +44 (0) 20 3757 4980
Background to and Reasons for the Fundraising
The Company’s strategy is to leverage its first mover advantage in Greenland, underpinned by the Nalunaq project, to build a full-cycle mining company, delivering long term shareholder value and providing significant upside potential through its land bank of high-impact gold and strategic minerals exploration assets. Amaroq has been listed on the TSX-V since July 2017, AIM since July 2020, First North between November 2022 to September 2023 and the Icelandic Exchange since September 2023.
The Company acquired the Nalunaq gold project in 2015 and has made significant progress since this time in expanding the extent of the resource base through drilling, incorporating a new geological model (the Dolerite Dyke model) to better understand the distribution of the high-grade ore, building a new winterized camp to allow full-year activities, and acquiring and otherwise progressing the infrastructure required to bring Nalunaq into production. First gold pour at Nalunaq was achieved on 27 November 2024 and the Company continues to ramp-up production through 2025 with the intention of reaching nameplate capacity of 300 t/d in Q4 2025 and producing 5 – 20koz of gold during the commissioning year.
Amaroq has also been able to acquire the largest package of mineral rights in southern Greenland with a number of assets that are highly prospective for gold and strategic minerals. The addition of strategic minerals into the portfolio provides significant growth potential, as these metals and minerals, such as copper, nickel, titanium and graphite, are critical for increased electrification as part of the world’s decarbonisation strategy and as independent supply continues to become an increasing focus for nations globally.
Key developments at Nalunaq since AIM admission in 2020 include:
Production: Amaroq achieved its first gold pour at its cornerstone Nalunaq gold mine in Greenland on 27 November 2024. This signified a major step on Amaroq’s journey towards becoming self-funded and triggering initial cash flow generation. Alongside this announcement, Amaroq also signalled that ramp-up to nameplate plant capacity of 300 t/d is expected to take place in Q4 2025. There has been significant operational progress in 2025, with continued up-time in mine development rates and processing throughput. The Company continues to target a run rate production of 300t/d in Q4 2025, and during this commissioning phase, and as a result of promising operational progress, the Company’s full-year gold production to be in the range of 5-20koz. Although the expected range is wide due to the nature of the trial mining and commissioning year, the Company expects this guidance range to narrow as it progresses through the remainder of the year. Partnerships and agreements: Amaroq has entered into an offtake agreement with Auramet International, Inc., (“ Auramet ”), whereby Auramet will purchase all of the gold produced from Amaroq’s Nalunaq gold mine. In addition to this, Amaroq secured an agreement with Metalor Technologies SA (“ Metalor ”), which specialises in the evaluation and refining of precious metals at its refinery located in Switzerland. Metalor will process all the doré alloy obtained from Nalunaq. Infrastructure: Amaroq has completed a significant proportion of Nalunaq’s required infrastructure, with 98% of process plant detail design and engineering complete, and plant pad earthworks and civil construction both 100% complete, an all-weather exploration camp constructed and commissioned, critical surface mobile equipment purchased and supporting infrastructure either purchased or commercially and technically evaluated. Construction of the processing plant continued in Q4 2024 and Q1 2025, including the installation of the gravity circuit, ball mill, feed conveyor, reclaimer, e-house, gold room shaking table, concentrator, furnace and oven and the thickener. In addition, a new wing was completed at the Nalunaq camp and is now in operation, increasing camp capacity to 120 people. Third Party Engineering Study: Halyard Inc. (“ Halyard ”) was engaged to complete a third-party engineering study on Nalunaq’s development costs including the process plant, mobile equipment, surface infrastructure, permanent camp and associated logistics and engineering. The study concluded that the advanced engineering of the overall project is now to Feasibility Study level based on the Canadian requirements of National Instrument 43-101 – _Standards of Disclosure for Mineral Project _(“ NI 43-101 ”). The Dolerite Dyke Model: Amaroq has worked with third party consultants to develop a robust geological model for Nalunaq that allows for the prediction of the high-grade zones within the mine and thus optimize their exploration drilling. This Dolerite Dyke Model accounts for the high-grade variability from core sampling (the “nugget effect”) in order to better reflect the full resource potential at Nalunaq. This model is one of the tools used by the Company to ensure that geological data is accurately incorporated into the Halyard engineering study in order to move the project towards independent technical studies to support further development. Resource Growth through Drilling: Amaroq has drilled approximately 35,000 metres at Nalunaq and, incorporating learnings from the new Dolerite Dyke model, has identified two new high-grade zones, namely Valley Block and Welcome Block, taking the total number of identified high grade zones at the asset to five. The Valley Block is now expected to be one of the key targets for initial development. As a result of drilling in the 2020 and 2021 field seasons, Amaroq announced on 6 September 2022 that it had increased its total Inferred Mineral Resource by 30% contained gold, with a 50% increase in average grade, since the previous estimate reported in 2020. Amaroq has also identified the Mountain Block as a key target for further mine development and optimization. Additionally, in March 2025, Amaroq announced a further update to its Mineral Resource Estimate for Nalunaq, with a significant 51% increase in overall contained gold, to 157.6koz Indicated plus 326.3koz Inferred, demonstrating the robust expansion potential of the Nalunaq deposit. Total maiden Indicated Mineral Resource was 151kt @ 32.4g/t Au for 157.6koz Au, with an additional 348kt @ 29.2g/t Au for 326.3koz Au in the Inferred category, with the growth in Mineral Resource providing potential to increase the estimated mine life from c. 6 years to c. 10 years 1 . For further information, refer to the technical report entitled "Technical Report on the Updated Mineral Resource Estimate (MRE4) of the Nalunaq Gold Mine, Greenland" dated May 19, 2025, with an effective date of May 12, 2025 (the " Technical Report "), prepared for the Company by Bara Consulting (UK) Ltd., which is available for review on SEDAR+ ( www.sedarplus.ca ) under the Company's issuer profile. Debt Financing : In July 2024, Amaroq agreed heads of terms, subject to final documentation, with Landsbankinn for US$35.0 million in Revolving Credit Facilities, which would secure a substantial increase and extension to its current debt facilities, which was successfully closed in December 2024. The two-year senior secured debt financing package of up to US$35.0 million simplifies the structure of the Company’s debt facilities and increases financial flexibility and liquidity. Mining Contract Awarded: Amaroq signed a contract mining agreement with Thyssen Schachtbau GmbH. Commitment to responsible operations and bringing long-term value to create a Greenland legacy: The Government of Greenland approved the Environmental Impact Assessment (“ EIA ”) and Social Impact Assessment (“ SIA ”) for the Nalunaq project in June 2024. The Company is now working with stakeholders on the Impact Benefit Agreement. Formation of strategic services joint venture: In May 2025, the Company announced the establishment of Suliaq A/S (“ Suliaq ”) which is expected to become a joint venture (the “ JV ”) with JLE Group Ltd (“ JLE ”) dedicated to the provision of essential services, supplies and supporting assets to Greenland’s growing mining sector. Subject to negotiation of the final terms of the JV, JLE will invest £4.0 million (circa C$7.46 million), by way of an equity contribution in exchange for a 10% shareholding in Suliaq, with Amaroq holding the remaining 90%. The business’ core areas of focus will be mining services, maritime, logistics, infrastructure, consumables and supporting exploration activities. Assets to be acquired include heliportable drill rigs, a helicopter, utility vehicles, an icebreaker, a barge and tugboat, mining equipment (e.g., underground drills, loaders, trucks, etc.) and non-mining equipment (e.g., light mobile equipment, loaders for process plants, etc.). In addition, the initial investment will cover miscellaneous startup costs, administrative expenses, and working capital.