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Amaroq Minerals Ltd. Management Reports 2025
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Management Reports
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Amaroq Ltd.
MANAGEMENT'S DISCUSSION AND ANALYSIS
QUARTERLY HIGHLIGHTS
Three and nine months ended September 30, 2025
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
Table of Contents
- NATURE OF ACTIVITIES... 3
- OPERATIONAL PERFORMANCE HIGHLIGHTS... 4
- CORPORATE UPDATE... 8
- OPERATIONAL UPDATES... 9
- EXPLORATION AND EVALUATION EXPENSES... 12
- 2025 OUTLOOK... 13
- OFF BALANCE SHEET ARRANGEMENTS... 16
- SUBSEQUENT EVENT... 16
- TRANSACTIONS BETWEEN RELATED PARTIES AND KEY MANAGEMENT BALANCE... 16
- CRITICAL ACCOUNTING POLICIES, ESTIMATES, JUDGEMENTS AND ASSUMPTIONS... 16
- CHANGES IN ACCOUNTING POLICIES... 18
- FINANCIAL INSTRUMENTS... 18
- CONTRACTUAL COMMITMENTS AND OBLIGATIONS... 18
- OUTSTANDING SHARES DATA... 19
- STOCK OPTION PLAN AND RESTRICTED SHARE UNIT PLAN... 19
- RISK FACTORS... 20
- DISCLOSURE CONTROLS AND PROCEDURES... 20
- INTERNAL CONTROL OVER FINANCIAL REPORTING... 20
- FORWARD LOOKING INFORMATION... 21
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
This Management's Discussion and Analysis ("MD&A") of Amaroq Ltd. (the "Corporation", the "Company" or "Amaroq") (previously known as Amaroq Minerals Ltd.), and its subsidiary companies and joint arrangements provide a detailed analysis of the Corporation's business and compare its financial results with those of the previous periods. This MD&A is dated as of November 14, 2025 and should be read in conjunction with the Corporation's unaudited condensed interim consolidated financial statements and related notes for the three months and nine months ended September 30, 2025 (the "Financial Statements"), as well as with the MD&A and audited consolidated financial statements for the year ended December 31, 2024. The unaudited condensed interim consolidated financial statements for the three months and nine months ended September 30, 2025 (the "Period") 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 are available electronically on the System for Electronic Data Analysis and Retrieval + (SEDAR+) in Canada and can be found on www.sedarplus.ca. The following abbreviations are used to describe the periods under review throughout this MD&A:
| Abbreviation | Period |
|---|---|
| Q1-24 | January 1, 2024 to March 31, 2024 |
| Q2-24 | April 1, 2024 to June 30, 2024 |
| Q3-24 | July 1, 2024 to September 30, 2024 |
| Q4-24 | October 1, 2024 to December 31, 2024 |
| 2024 | January 1, 2024 to December 31, 2024 |
| Q1-25 | January 1, 2025 to March 31, 2025 |
| Q2-25 | April 1, 2025 to June 30, 2025 |
| Q3-25 | July 1, 2025 to September 30, 2025 |
| Q4-25 | October 1, 2025 to December 31, 2025 |
| 2025 | January 1, 2025 to December 31, 2025 |
| Q1-26 | January 1, 2026 to March 31, 2026 |
| 2026 | January 1, 2026 to December 31, 2026 |
1. NATURE OF ACTIVITIES
Amaroq was incorporated on February 22, 2017, under the Canada Business Corporations Act. As of June 19, 2024, the Corporation completed its continuance from the Canada Business Corporations Act into the Province of Ontario under the Business Corporations Act (Ontario). The Corporation's head office is situated at 100 King Street West, Suite 3400, First Canadian Place, Toronto, Ontario, M5X 1A4, Canada.
The Corporation's financial year ends on December 31. Since July 2017, the Corporation's shares are listed on the TSX Venture Exchange (the "TSX-V"). Since July 2020, the Corporation's shares have also been quoted 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 to the Nasdaq Main Market Iceland ("Nasdaq") under the AMRQ ticker. The Corporation's shares also trade on the OTCQX ® Best Market in the U.S. under the ticker symbol "AMRQF".
Amaroq is a mining and exploration company operating in Greenland, with a focus on exploring and developing licenses in gold and other strategic minerals in the area. The Corporation's cornerstone asset is the Nalunaq gold mine, which is currently being developed through trial mining and commissioning of an on-site processing plant. The Corporation aims for Nalunaq to facilitate its transition to being self-funded and unlock the true mineral potential of its extensive licence holdings, thereby delivering significant value to all stakeholders. The Corporation is actively exploring for potential world class gold deposits within the Nanortalik Gold Belt in Southern Greenland. Additionally, through its joint venture with GCAM (the "Joint Venture" or "JV"), the Corporation is exploring for strategic minerals such as copper, nickel and rare earths in the South Greenland Copper Belt and the Gardar Province Mineral Belt. In addition, the Corporation has established a subsidiary business, Suliaq ApS, focussed on providing support services to the growth industries in Greenland, with an initial focus on leasing equipment and services to the mining industry. In the future, the Corporation might look to leverage its expertise in mineral exploration, development and exploitation outside of Greenland, should the opportunity arise.
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
2. OPERATIONAL PERFORMANCE HIGHLIGHTS
2.1 Operations
Throughout the nine-month period ending 30 September 2025, the Corporation continued the Nalunaq underground mine development and process plant commissioning efforts. This period marked the successful completion of planned shutdown on time and on budget. With 95% of Phase 1 work complete and all critical path items for the delivery of Phase 2 on schedule to be in place during Q1-26, the Corporation will now focus on reaching processing capacity by the end of 2025 and stable gold production in 2026.
During the trial mining activities at the Nalunaq Mine, Thyssen Schachtbau GmbH ("Thyssen") was engaged in mining operations until 1 October 2025. As of that date, Nalunaq transitioned to a fully owner-operated mining setup, assuming complete control and decision-making responsibility for all mining activities. While mining operations continue to produce from underground stopes and supply fresh ore to the plant, the site is currently in the process of taking over all supplies and spare parts inventories and purchasing functions. Thyssen's equipment remains in use under a temporary agreement until Nalunaq's own fleet is commissioned. A small demobilisation team from Thyssen remains on site to support the final stages of the transition.
In Q3-25, the Corporation produced 3,536 ounces and sold 2,636 ounces of gold for gross proceeds of $12.8 million. In the first three quarters, the Corporation produced 4,347 ounces and sold 3,360 ounces of gold for gross proceeds of $16.3 million.
The Corporation's construction Phase 1 of the 300 tonne-per-day processing plant and associated infrastructure based on re-baseline and re-prioritized commissioning schedule continued in the period. Installation of the following items continued:
- Tailings Filter structure, Slurry Tanks and Filter Press
- Fresh & Process Water tanks
- Flocculant Skid
- Plant air compressors
- Plant Piping to design
- Control Room structure
- Permanent electrical trays, cables and connections
- Instrumentation and control systems.
The focus in Q4-25 is on completing the installation of the Phase 1 (gravity circuit) equipment and supporting infrastructure, as well as instrumentation and measurement systems, culminating in the completion and commissioning of Phase 1 of the plant in accordance with approved design specifications.
Installation works are completed for the Camp wastewater treatment plant which is targeted to be commissioned and training to be provided in November 2025.
During the period, the bulk of Amaroq's 2025 exploration programmes were initiated and substantially completed.
At Nalunaq, four of the planned seven surface drillholes targeting the South Block Deeps were completed before the programme was paused until later in the year. All core was logged, sampled, and submitted for chemical assay. Underground drilling also recommenced with the deployment of a new drill rig under a hire-purchase agreement. This drilling is providing grade control and resource definition data to support short- to medium-term mine planning.
At Nanoq, core drilling commenced in early August utilising three Company-owned rigs. The campaign was completed on 24 September, with a total of 4,806.9 metres drilled. By the end of the reporting period, approximately 60% of the core had been logged and sampled. Preparations for winterisation and equipment storage at site were also finalised.
Fieldwork on the Stendalen Cu-Ni target was conducted from the Nanoq exploration base. This programme followed on from the 2024 drilling and geophysical studies, with the objective of improving geological understanding and defining controls to mineralisation in advance of potential follow-up drilling in 2026.
Strategic exploration also advanced across Amaroq's wider licence portfolio. The final programme of the season comprised a short reconnaissance campaign over the Minturn IOCG (Iron-Oxide-Copper-Gold) target in Northern Greenland. No additional scout drilling was undertaken during 2025, with the Company electing instead to focus on first-
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
pass evaluation of multiple opportunities ahead of potential drill programmes in 2026.
Following the announcement of the Black Angel and Kangerluarsuk licence acquisitions, and during the process of finalising these transfers, Amaroq undertook a series of reconnaissance site visits and commenced re-assaying of selected historical bulk samples. These activities, combined with the ongoing collation and review of historical datasets, will form the basis for detailed forward-looking exploration and development plans for both assets.
The majority of the assay results from these programmes are expected through Q4-25.
Amaroq's 2025 exploration activities have strengthened the Company's pipeline of resource growth opportunities, while providing additional optionality to inform future exploration and development planning.
2.2 Q3-25 Consolidated Financial Results
| Period ended September 30, 2025 | Three months | Nine months | ||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| $ | $ | $ | $ | |
| Financial Results | ||||
| Revenue | 12,838,378 | - | 16,283,686 | - |
| Cost of Sales | (6,627,395) | - | (10,502,065) | - |
| Selling, refining and royalty costs | (282,507) | - | (478,710) | - |
| Exploration and evaluation expenses | (5,541,654) | (4,424,907) | (6,267,637) | (5,172,947) |
| General and administrative expenses | (4,209,419) | (3,536,240) | (13,726,577) | (11,831,157) |
| Loss on disposal of capital assets | (253,269) | (149,917) | (253,269) | (149,917) |
| Foreign exchange gain (loss) | (994,178) | 1,040,420 | 724,449 | 1,475,432 |
| Interest income | 354,383 | 901,831 | 474,626 | 943,023 |
| Gardaq project management fees | 618,305 | 608,392 | 1,875,843 | 1,823,286 |
| Gain on lease modification | 24,780 | - | 55,323 | - |
| Loss on liability derecognition | - | - | (307,263) | - |
| Share of net losses of joint arrangement | (1,041,310) | (4,788,733) | (1,755,518) | (6,698,550) |
| Unrealized gain (loss) on derivative liability | - | (3,655,048) | - | 1,636,567 |
| Finance costs | (200,695) | (9,317) | (1,482,192) | (27,449) |
| Net loss and comprehensive loss | (5,314,581) | (14,013,519) | (15,359,304) | (18,001,712) |
| Basic and diluted loss per common share | (0.012) | (0.043) | (0.037) | (0.057) |
| Financial Position | As at | |||
| --- | --- | --- | ||
| September 30, 2025 | September 30, 2024 | |||
| $ | $ | |||
| Financial Position | ||||
| Cash | 55,314,709 | 25,937,983 | ||
| Investment in equity-accounted joint arrangement | 13,146,795 | 16,794,261 | ||
| Total assets | 339,032,279 | 199,102,439 | ||
| Total current liabilities | 61,593,664 | 76,516,905 | ||
| Total non-current liabilities | 8,241,937 | 622,123 | ||
| Shareholders' equity | 269,196,678 | 121,963,411 | ||
| Working capital (before convertible notes liability and loan payable)1 | 76,906,563 | 37,937,316 | ||
| Working capital (convertible notes liability and loan payable included)1 | 34,320,242 | (24,983,350) |
2.3 2024 Financial Performance Highlights
1 Working Capital as per the Consolidated Statement of Financial Position as at September 30 2025 is $34,320,242 (($24,983,350) as at September 30, 2024) and includes $nil ($38,395,349 as at September 30, 2024) of Convertible Notes liability, hybrid instrument with complex embedded derivatives due to its early conversion and repayment feature components, and loan payable of $42,586,321 ($24,525,317 as at September 30, 2024). The Corporation had classified host liability and embedded derivative liability as current due to its early conversion feature. The loan payable is classified as current because it matures within 12 months of the reporting date.
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
| Q3-25 | Q2-25 | Q1-25 | Q4-24 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Revenue | 12,838,378 | 3,445,308 | - | - |
| Gross profit (loss) | 5,928,476 | (577,213) | - | - |
| Exploration and evaluation expenses | (5,541,654) | (532,563) | (193,420) | 2,290,855 |
| General and administrative expenses | (4,209,419) | (4,890,837) | (4,626,321) | (5,690,573) |
| Share of net losses of joint arrangement | (1,041,310) | (343,865) | (370,343) | (1,891,948) |
| Net income (loss) | (5,314,581) | (5,646,026) | (4,398,697) | (5,454,426) |
| Basic income (loss) per share | (0.012) | (0.014) | (0.011) | (0.015) |
| Diluted income (loss) per common share | (0.012) | (0.014) | (0.011) | (0.015) |
| Cash | 55,314,709 | 86,010,495 | 16,698,642 | 45,193,670 |
| Investment in equity-accounted joint arrangement | 13,146,795 | 14,188,105 | 14,531,970 | 14,902,313 |
| Total assets | 339,032,279 | 342,020,663 | 252,074,553 | 255,976,986 |
| Total current liabilities | 61,593,664 | 60,170,699 | 46,894,778 | 46,973,753 |
| Total non-current liabilities | 8,241,937 | 8,075,788 | 7,641,551 | 7,845,657 |
| Shareholders' equity | 269,196,678 | 273,774,176 | 197,538,224 | 201,157,576 |
| Working capital (before convertible notes liability and loan payable)¹ | 76,906,563 | 99,470,230 | 22,238,142 | 47,525,515 |
| Working Capital (convertible notes liability and loan payable included)¹ | 34,320,242 | 59,221,096 | (7,563,780) | 18,903,783 |
| Q3-24 | Q2-24 | Q1-24 | Q4-23 | |
| --- | --- | --- | --- | --- |
| $ | $ | $ | $ | |
| Revenue | - | - | - | - |
| Gross loss | - | - | - | - |
| Exploration and evaluation expenses | (4,424,907) | 127,173 | (875,213) | (879,326) |
| Site development costs | - | - | - | (2,515,743) |
| General and administrative expenses | (3,536,240) | (4,335,691) | (3,959,226) | (5,616,533) |
| Share of loss of joint arrangement | (4,788,733) | (1,263,385) | (646,432) | (2,871,156) |
| Net income (loss) | (14,013,519) | 5,229,322 | (9,217,515) | (14,259,107) |
| Basic income (loss) per share | (0.043) | 0.016 | (0.03) | (0.05) |
| Diluted income (loss) per common share | (0.043) | 0.014 | (0.03) | (0.05) |
| Cash | 25,937,983 | 31,663,204 | 65,086,851 | 21,014,633 |
| Investment in equity-accounted joint arrangement | 16,794,261 | 21,582,994 | 22,846,379 | 23,492,811 |
| Total assets | 199,102,439 | 177,950,773 | 179,887,713 | 107,240,058 |
| Total current liabilities | 76,516,905 | 41,932,965 | 48,922,487 | 42,384,187 |
| Total non-current liabilities | 622,123 | 652,063 | 681,723 | 577,234 |
| Shareholders' equity | 121,963,411 | 135,365,745 | 130,283,503 | 64,278,637 |
| Working capital (before convertible notes liability and loan payable)¹ | 37,937,316 | 50,734,743 | 78,210,475 | 34,092,130 |
| Working Capital (convertible notes liability and loan payable included)¹ | (24,983,350) | 17,291,885 | 36,659,134 | (1,650,997) |
- 6 -
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
The Corporation reported a net loss of $5,314,581 and $15,359,304 respectively for the three and nine months ended September 30, 2025 compared to a net loss of $14,013,519 and $18,001,712 respectively for the three and nine months ended September 30, 2024. Main comparisons to the previous period are as follows:
-
Revenue of $12,838,378 and $16,283,686 respectively for three and nine months ended September 30, 2025 ($nil for three and nine months ended September 30, 2024). During three and nine month period ended September 30, 2025 the Corporation sold respectively 2,636 and 3,360 ounces of gold and recognized respectively a gross profit of $5,928,476 and $5,302,911 ($nil for the three and nine months ended September 30, 2024).
-
Exploration and evaluation expenses of $5,541,654 for three months and $6,267,637 for nine months ended September 30, 2025 (expense of $4,424,907 for three months and $5,172,947 for nine months ended September 30, 2024). $5,541,654 and $6,267,637 of expenses for three and nine months ended September 30, 2025 mainly represent the costs associated with the completion of drilling program at Nanoq with a total of 4,806.9 metres drilled, 60% of cores sampled, logged and submitted for chemical assays.
-
General and administrative costs of $4,209,419 and $13,726,577 respectively for the three and nine months ended September 30, 2025 ($3,536,240 and $11,831,157 respectively for the three and nine months ended September 30, 2024).
-
Salaries and benefits of $1,159,943 and $3,546,955 for the three and nine months ended September 30, 2025 ($924,737 and 3,916,009 for the three and nine months ended September 30, 2024).
-
Stock-based compensation of $747,646 and $2,222,823 for the three and nine months ended September 30, 2025 ($611,185 and $1,347,598 for the three and nine months ended September 30, 2024). The Corporation has implemented a Restricted Share Unit Plan ("RSU") to incentivise 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% per annum 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. During June 2024, the previous CFO of the Corporation departed the Corporation, resulting in the recognition of a reversal of previously recognized stock based compensation expenses. Furthermore, during December 2024, additional restricted shares were awarded to employees of the Corporation. This has resulted in an increase in the share based compensation expense during the ninth month period ended September 30, 2025 compared to the same period ended September 30, 2024. Further details on the RSU description and valuation are provided under Note 16.2 of December 31, 2024, Financial Statements and Note 14.2 of September 30, 2025 Financial Statements.
-
Director's fees of $135,500 and $449,397 for the three and nine months ended September 30, 2025 ($159,000 and $477,000 for the three and nine months ended September 30, 2024). Reduction of Directors' fees reflects a resignation of Liane Kelly with an effective date of June 13, 2025.
-
Professional fees of $893,752 and $3,460,235 for the three and nine months ended September 30, 2025 ($793,524 and $2,645,492 for the three and nine months ended September 30, 2024). Increase in professional fees is mainly due to increased advisory fees for full review of process plant operating criteria and production stabilization, as well as corporate development activities.
-
Investor Relations and Communication of $318,779 and $694,870 for the three and nine months ended September 30, 2025 ($169,781 and $482,952 for the three and nine months ended September 30, 2024) is higher than for the same period of 2024, mainly driven by increased expenses relating to media training, ad campaigns as well as attending conferences.
-
Insurance of $124,816 and $297,035 for the three and nine months ended September 30, 2025 ($83,536 and $256,369 for the three and nine months ended September 30, 2024) Increase in Insurance expense are mainly due to higher premiums for 2025.
-
Travel and other expenses of $488,359 and $1,933,278 for the three and nine months ended September 30, 2025 ($534,375 and $1,778,834 for the three and nine months ended September 30, 2024). The nine-month increase in travel and other expenses is mainly driven by higher travel costs due to expanded business development activities and increased rotational travel by the management team for operational oversight.
-
Regulatory fees of $329,362 and $1,049,602 for the three and nine months ended September 30, 2025 ($214,236 and $796,695 for the three and nine months ended September 30, 2024). Nine month increase was mainly driven by a higher venture sustaining fees in the securities exchanges as a result of the Company's increased market capitalisation as well as increased custody fees.
-
Foreign exchange loss of $994,178 and gain of $724,449 for the three and nine months ended September 30, 2025 (gain $1,040,420 and $1,475,432 in three and nine months ended September 30, 2024) mainly represents the revaluation of DKK, GBP, and USD denominated bank balances against a weakening Canadian dollar. In the three and nine months ended September 30, 2025, DKK strengthened to 0.22 and 0.21 against the Canadian Dollar, GBP strengthened to 1.86 and 1.84, and USD strengthened to 1.38 and 1.40. The gain was mainly due to the FX gain on the foreign currency denominated cash balances.
-
Share of net loss in joint arrangement of $1,041,310 and $1,755,518 for the three and nine months ended
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
September 30, 2025 ($4,788,733 and $6,698,550 in three and nine months ended September 30, 2024) representing the 51% share of exploration costs incurred by Gardaq A/S which decreased during the current period.
- Gardaq project management fees of $618,305 and $1,875,843 for the three and nine months ended September 30, 2025 ($608,392 and $1,823,286 for the three and nine months ended September 30, 2024) representing corporate overhead costs charged by Nalunaq A/S to Gardaq A/S.
2.4 Cash Flow and Liquidity
Cash used in operating activities in the nine months ended September 30, 2025, totalled $23,482,560 compared to $13,477,594 in the nine months ended September 30, 2024. Cash used in operations during the nine months ended September 30, 2025 reflects costs to run the 2025 corporate overheads as well as cash used for working capital mainly to prepay for mining equipment arriving to site in Q1-26 as a result of transitioning to owners' managed mining team and fleet, purchase of spare parts required for underground mine and plant operations, as well as metals inventory related movements. Cash used in operations during the nine months ended September 30, 2024 was used to fund downpayments on orders placed with process plant equipment suppliers.
Cash used in investing activities in the nine months ended September 30, 2025, was $58,139,271 (nine months ended September 30, 2024 $81,709,348) representing cash spent on trial mining development in Mountain Block and advancing the commissioning activities of the 300 tonne per day processing plant, as well as associated surface infrastructure such as wastewater treatment plant.
Cash received from financing activities in the nine months ended September 30, 2025, was $91,537,437 compared to cash received from financing activities of $98,716,081 during the nine months ended September 30, 2024. During the nine months ended September 30, 2025, the Corporation finalized an equity capital raise with net proceeds of $81.2 million, as well as $10.5 million of net proceeds under the new $35.0 million revolving credit facility. Cash inflow during the nine months ended September 30, 2024 was mainly driven by the Corporation's equity capital raise which closed on February 23, 2024 which resulted in net proceeds of $74.5 million.
As of September 30, 2025, aside from $55.3 million available cash, the Corporation had undrawn facilities of $8.9 million (US $6.5M), representing short-term liquidity of $45.4 million net of trade payables and accrued liabilities.
As of September 30, 2025, the Corporation has working capital (before loan payable) of $76,906,563 compared to $47,525,515 as of December 31, 2024.
3. CORPORATE UPDATE
3.1 Appointment of Head of Business Development and Corporate Affairs
On January 21, 2025 the Corporation announced the appointment of Edward Westropp as Head of Business Development and Corporate Affairs and a member of the Corporation's Executive Team with the effective start date of March 24, 2025. Edward Westropp previously held a position of VP of Investor Relations and Communications at Lundin Energy SA until its sale to AkerBP ASA in 2022.
3.2 Sustainability Report
The Corporation issued its inaugural Sustainability Report in Q2-25.
3.3 GBP 45 million Fundraising
On June 30, 2025, the Corporation successfully closed its fundraising as announced on 11 June 2025, pursuant to which it raised gross proceeds of approximately GBP 45.0 million (CAD 83.2 million, ISK 7.6 billion), through a placing of 52,986,036 new common shares.
The net proceeds of the fundraising will be used to support the ongoing commissioning and production expansion at Nalunaq, complete technical studies in relation to production expansion at Nalunaq, create a new hub in West Greenland, accelerate and deepen exploration drilling and the preparation of technical studies of the assets and provide additional balance sheet strength and working capital flexibility to the Corporation.
Approximately 90% of the demand for the Fundraising was secured from a broad range of institutional investors from the UK, USA and mainland Europe.
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
Panmure Liberum Limited acted as nominated adviser, joint bookrunner and joint broker, alongside Canaccord Genuity Limited who also acted as joint bookrunner and joint broker on the UK Placing. Landsbankinn hf. and Acro verðbréf hf. acted as joint bookrunners on the Icelandic Placing.
Following admission, Amaroq's total issued share capital consists of 454,106,653 common shares of no-par value.
3.4 Strategic Acquisitions
As part of the Corporation's strategy to expand its Greenlandic footprint and diversify its commodity exposure, on 11 June 2025, Amaroq announced 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") to create the West Greenland Hub. The Corporation 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 asset purchase agreement 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 Corporation'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 is subject to the satisfaction of certain customary conditions precedent.
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").
3.5 Formation of Strategic Services Joint Venture Company – Suliaq ApS
On May 28, 2025 the Company announced that it has signed a non-binding heads of terms with JLE Group Ltd ("JLE") to establish a special purpose vehicle and create a joint venture company to be called Suliaq ApS, dedicated to the provision of essential services, supplies and supporting assets to the growing mining sector in Greenland. Suliaq ApS was incorporated May 28, 2025.
3.6 Commencement of Trading on OTCQX in the U.S.
On July 1, 2025, the Corporation announced that it has been approved to trade on the OTCQX® Best Market ("OTCQX") in the United States of America. Trading on OTCQX commenced on 01 July 2025 under the ticker symbol "AMRQF".
3.7. Company name change to Amaroq Ltd.
The Annual General and Special Meeting of the Corporation held on 13 June 2025 approved a special resolution to change the Corporation's name to "Amaroq Ltd". The new name change reflects the Corporation's continued strategic evolution from a pure mineral exploration company to a broader, full-cycle mining enterprise. The Board of directors believes that the new name better represents the Corporation's diversified asset base and long-term vision. The name change was accepted by the TSXV and became effective on 15 July 2025.
4. OPERATIONAL UPDATES
4.1 Nalunaq Project Development
During Q3-25 construction activities resumed in the processing plant with full construction teams at site during the quarter. Installation of the following equipment continued:
- Tailings Filter structure, Slurry Tanks and Filter Press
- Fresh & Process Water tanks
- Flocculant Skid
- Plant air compressors
- Plant Piping to design
- Control Room structure
- Permanent electrical trays, cables and connections
- Instrumentation and control systems.
The focus in Q4-25 will be on completing the installation of the Phase 1 equipment and supporting infrastructure such as piping, wiring and instrumentation in accordance with the approved design specifications. This includes the pumping
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
and sampling equipment for the Mill Circuit, tailings filter press, wash skid, and permanent tanks for process and raw water, along with associated piping systems. Instrumentation and measurement equipment will also be installed during this phase, culminating in the completion and commissioning of phase one of the plant.
During the period, development advanced to the 804 level on the main ramp. The latest sill level access was established at 792L, while sill development continued at 742L, 754L, 768L, and 780L. The first two production stopes between 732L and 742L have been completed and backfilled. The final production stope in the 720L–732L West section is currently being drilled and is expected to be completed in early Q3-25.
Construction efforts during the period have focused on winterizing the mine through the commissioning of mine heating systems and the construction of twelve ventilation seals to optimize airflow. Diamond drilling from the 768L drill bay has been completed, with a total of ten holes drilled for a combined 750 metres. The next diamond drill station at 783L has been commissioned, and 176 metres have been drilled to date.
The transition to an owner-operated mining structure is progressing as planned. All key decision-making responsibilities have been transferred to Nalunaq A/S. A transitional cooperation with the mining contractor will continue beyond October 1, 2025, and will include a rental agreement for essential equipment, the provision of trades personnel (electricians and mechanics), and support during the assumption of full supply chain ownership. In addition, Nalunaq A/S has entered into a partnership with a Canadian equipment supplier to support the transition and reduce dependency on the current rental fleet.
4.2 Process Plant commissioning (Phase 1)
The construction and upgrading of the plant equipment to engineering design continued over the period, with the full construction team for concrete, structural, mechanical, piping and electrical works on site. The filter press MCC was installed and commissioned with the OEM and Halyard team on site. The generators were also synchronised and commissioned by the OEM. Looking ahead to the remainder of 2025 and into 2026, operations are expected to become more stable and efficiency levels improved, with the full configuration of operational equipment with the automation and monitoring system and completion of all construction, including the full enclosure and cladding of the plant from the elements.
4.3 Gold Exploration Projects
- Nalunaq
- Underground drilling from three levels continued through the period, providing data to support short- and medium-term mine planning.
- All underground and surface drill core was logged and sampled.
- Bara Consulting were commissioned to assist with a further Mineral Resource Estimate (MRE5), scheduled for Q1-26, and to support the development of procedures to advance certain Mineral Resources to Mineral Reserves.
-
Mine geology and engineering teams progressed the design and implementation of a robust grade control and reconciliation programme for the operation.
-
Nanoq
- A ~40-person exploration camp was established on site, with full facilities to support the 2025 field season.
- A three-rig, helicopter-supported drilling programme was completed, totalling 4,806.9 metres across the Central Zone, with all core logged and sampled.
- Systematic geological and structural mapping was conducted across the Central Zone and on additional target areas to the west.
-
A plan was finalised for winterisation and storage of the camp and equipment ahead of further work in 2026
-
Satellite Deposits
- Follow-up work was undertaken across the Vagar and Anoritooq licences, including collection of grab samples for external assay.
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
4.4 Strategic Minerals Projects in 2024 (51% ownership through Gardaq Joint Venture)
- Stendalen
- A geological team conducted field programmes to assess Cu-Ni potential at Stendalen and regionally, based out of the Nanoq exploration camp.
-
Activities built upon drilling and geophysical work completed in 2024, with the aim of refining drill targets for a potential 2026 programme.
-
Copper Belt (Johan Dahl Land/Sava/North Sava, Kobberminebugt)
- Additional targets were identified and assessed, with input from Amaroq’s technical team and external experts including Steve Garwin.
- Sampling and reconnaissance activities were completed to support prioritisation of future exploration.
4.5 West Greenland Hub
- Black Angel
-
Reconnaissance visits were conducted and discussions held with contractors and service providers to prepare for exploration and development programmes planned for 2026 and beyond.
-
Kangerluarsuk
- Reconnaissance visits were also completed at Kangerluarsuk, with future work expected to be staged from a Black Angel base of operations.
4.6 Post-period Highlights:
4.6.1 Nalunaq Underground Drilling Results Update
- At Nalunaq, surface drilling recommenced following the quarter-end, with three additional drillholes planned prior to potential winter infill drilling.
- Winterisation activities at Nanoq were completed, with the majority of the field team demobilised and samples dispatched from site.
Collectively, these exploration activities have strengthened Amaroq’s gold pipeline at Nalunaq and Nanoq, advanced the evaluation of strategic mineral projects within the Gardaq joint venture, and established an initial platform for work at the recently acquired West Greenland hub. Together, these programmes provide a balanced foundation of near-term mine support, medium-term resource growth, and longer-term optionality, positioning the Company to progress a diversified exploration and development pipeline into 2026.
4.6.2 Satellite Gold Exploration Results
As announced on the 28th October 2026, The Company provided the market with details on five new gold and gold/copper discoveries across the Nanortalik Gold Belt and the Tartoq Gold Belt. These include grades of up to 28.6g/t Au at Qoorormiut North Ridge (Q-North Ridge) and 38.7g/t Au with 1.98% Cu at Isortup Qoorua both within the Nanortalik Gold Belt and potential satellite distances to the processing plant at Nalunaq. Further, grades of 3.58g/t Au with 0.54% Cu were discovered at Napasorsuaq immediately adjacent to Nalunaq.
Slightly further afield, new gold bearing targets were identified in the Tartoq licence area and the Grænseland area of southwest Greenland.
In addition to this, further geological reconnaissance work at Vagar Ridge has provided compelling evidence to the geological controls to high-grade mineralisation and thus provided a number of follow up drill targets.
4.6.3 Ilua Pegmatite Zone
As disclosed on the 4th November, the Company announced the identification of high-grade rare-earth mineralisation within the Nunarsuit licence at the Ilua Pegmatite Zone. This zone was found to strike ~5km and host a pegmatite system of a few meters wide with grab samples of up to 2.31% Total Rare Earth Oxide (TREO) with 27% being heavy rare earth. In addition, 21% comprise the key magnet metals Neodymium, Praseodymium, Dysprosium, and Terbium.
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
While further geochemical and petrological test work is required, the mineralisation is suspected to be hosted within monazite which is a well understood mineral species that may lend itself to simpler, more conventional REE processing when compared to other more complicated minerology observed elsewhere in South Greenland.
4.6.4 West Greenland Hub
On 11 November, Amaroq announced results from re-assayed bulk samples from the Black Angel mine, as well as the fulfilment of all conditions precedent ("CPs") in relation to the previously announced acquisition of the Black Angel mine. The re-assayed bulk sample material from within the Black Angel deposit confirms the high-grade nature of the mineralisation, averaging 24.6% zinc, 28.1% lead and 295 g/t silver. Commercial levels of germanium (44 ppm) and gallium (21 ppm) and cadmium (1,328 ppm) also identified; adding significant value to the future project from these critical minerals, two of which are on the EU and US Government critical mineral list. The West Greenland Hub will be 100% owned by Amaroq, separate from the Gardaq JV (Amaroq 51%), which will continue to focus on early-stage exploration activities. The Company also confirmed that Black Angel will be advanced as a standalone mining development project and new hub for the Company.
Amaroq plans to launch maiden drilling at Kangerluarsuk as early as 2026, aiming to confirm subsurface continuity of the rich surface mineralisation. Success at Kangerluarsuk could define a satellite deposit to feed the nearby Black Angel infrastructure, in line with Amaroq's hub strategy. Final approval from the Government of Greenland on the acquisition of the Kangerluarsuk licences is expected in Q4 2025.
5. EXPLORATION AND EVALUATION EXPENSES
Exploration and evaluation expenses are included in the operating loss in the consolidated statement of comprehensive loss.
The Corporation incurred the following exploration and evaluation expenses:
| Q3-25 | Q3-24 | Q3-25 YTD | Q3-24 YTD | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Nalunaq - Au | ||||
| Geology | 664,787 | 440,058 | 932,308 | 573,208 |
| Lodging and on-site support | 44,020 | 284,812 | 44,817 | 284,812 |
| Drilling | - | 2,028,481 | 23,428 | 2,088,481 |
| Analysis | - | 60,176 | 36,685 | 193,086 |
| Transport | 18,225 | 14,059 | 36,918 | 22,890 |
| Helicopter charter | - | 773,289 | - | 773,289 |
| Maintenance infrastructure | - | 363,154 | 229 | 375,099 |
| Supplies and equipment | 221,705 | 179,150 | 235,647 | 229,661 |
| Government fees | - | 8,750 | 5,832 | 16,565 |
| Depreciation | 138,379 | 239,752 | 189,602 | 556,631 |
| 1,087,116 | 4,391,681 | 1,505,466 | 5,113,722 | |
| Vagar – Au | ||||
| Geology | 52,492 | - | 52,492 | - |
| Lodging and on-site support | 12,212 | - | 12,212 | - |
| Analysis | 33,313 | - | 33,469 | - |
| Transport | - | - | - | (3,922) |
| Maintenance infrastructure | - | - | - | 4,131 |
| Supplies and equipment | - | - | - | - |
| Helicopter charter | 174,725 | - | 226,607 | - |
| Government fees | - | - | 8,527 | 16,312 |
| 272,742 | - | 333,307 | 16,521 | |
| Tartoq – Au | ||||
| Analysis | 291 | - | 291 | - |
| Maintenance infrastructure | - | - | - | 189 |
| Government fees | - | - | 9,574 | 8,722 |
| 291 | - | 9,865 | 8,911 |
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
| Q3-25 | Q3-24 | Q3-25 YTD | Q3-24 YTD | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Siku – Au | ||||
| Maintenance infrastructure | - | - | - | 189 |
| - | - | - | 189 | |
| Nuna Nutaaq – Au | ||||
| Lodging and on-site support | 152,836 | - | 169,724 | - |
| Drilling | 1,227,513 | - | 1,447,656 | - |
| Analysis | 27,189 | - | 28,696 | - |
| Transport | 914,742 | - | 914,745 | - |
| Helicopter charter | 1,561,103 | 32,038 | 1,561,103 | 32,038 |
| Maintenance infrastructure | 20,856 | - | 20,856 | 189 |
| Supplies and equipment | 277,266 | 1,188 | 277,266 | 1,188 |
| Government fees | - | - | (1,047) | - |
| 4,181,505 | 33,226 | 4,418,999 | 33,415 | |
| Anoritooq – Au | ||||
| Maintenance infrastructure | - | - | - | 189 |
| - | - | - | 189 | |
| Total | ||||
| Geology | 717,279 | 440,058 | 984,800 | 573,208 |
| Lodging and on-site support | 209,068 | 284,812 | 226,753 | 284,812 |
| Drilling | 1,227,513 | 2,028,481 | 1,471,084 | 2,088,481 |
| Analysis | 60,793 | 60,176 | 99,141 | 193,086 |
| Transport | 932,967 | 14,059 | 951,663 | 18,968 |
| Supplies and equipment | 498,971 | 180,338 | 512,913 | 230,849 |
| Helicopter charter | 1,735,828 | 805,327 | 1,787,710 | 805,327 |
| Maintenance infrastructure | 20,856 | 363,154 | 21,085 | 379,986 |
| Government fees | - | 8,750 | 22,886 | 41,599 |
| Depreciation | 138,379 | 239,752 | 189,602 | 556,631 |
| Total exploration and evaluation expenses | 5,541,654 | 4,424,907 | 6,267,637 | 5,172,947 |
James Gilbertson CGeol, Vice President – Exploration of the Corporation and a Chartered Geologist with the Geological Society of London and as such a qualified person as defined in NI 43-101, supervised the preparation of the technical information in this report.
6. 2025 OUTLOOK
Post-period Highlights
- On 17 October 2025, Amaroq announced the launch of Single Mine Origin gold sales from its Nalunaq mine in Greenland, making fully traceable, responsibly sourced gold available exclusively to Greenlandic residents.
- On 28 October 2025, the Company announced multiple new high-grade gold discoveries across Greenland, including samples grading up to 38.7 g/t Au from Vagar, Anoritooq, Ippatit, Tartoq and Grænseland.
- On 4 November 2025, the Company announced the initial identification of conventional rare earth element bearing mineralisation within its Nunarsuit mineral licence area in South Greenland.
- On 21 October 2025, Amaroq announced the simplification and streamlining of its securities under a single ISIN, with Icelandic Depositary Receipts (IDRs) being converted into Depositary Interests (DIs) to unify cross-border settlement and administration while maintaining trading continuity on Nasdaq Iceland.
- On 11 November, Amaroq announced results from re-assayed bulk samples from the Black Angel mine, as well as the fulfilment of all conditions precedent ("CPs") in relation to the previously announced acquisition of the Black Angel mine. The re-assayed bulk sample material from within the Black Angel deposit confirms the high-grade nature of the mineralisation, averaging 24.6% zinc, 28.1% lead and 295 g/t silver. Commercial levels of germanium (44 ppm) and gallium (21 ppm) and cadmium (1,328 ppm) also identified; adding significant value to the future project from these critical minerals, two of which are on the EU and US Government critical mineral list. The West Greenland Hub will be 100% owned by Amaroq, separate from the Gardaq JV (Amaroq 51%), which will continue to focus on early-stage exploration activities. The Company also confirmed that Black Angel will be advanced as a standalone mining development project and new hub for the Company.
- Planned shutdown for commissioning activities commenced in October 2025 and were completed on 14 November 2025 in line with expectations. Following the shutdown, completion of Phase 1 works and all critical path items for the delivery of Phase 2 are on schedule to be in place during Q1 2026.
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
Outlook
- The Phase 2 construction will take place inside the plant and is anticipated to continue until the end of Q1 2026, allowing the commissioning of the flotation circuit immediately thereafter.
- With the shutdown period now complete, and following the restart of operations, management expects 2025 full year gold production to be 6,000 to 7,000 oz.
6.1 Operations
Nalunaq:
- During the remainder of 2025, the main focus will be on completing the Phase 1 construction to the engineering designs specification and commissioning of the Nalunaq processing plant to achieve full throughput and gravity recovery capacity. The completion of the building will also be done during this phase of construction. During the continued trial mining and commissioning period, the focus will remain on enhancing the efficiency of the mining teams and ensuring the availability of equipment. The Corporation plans to complete the onboarding of an interim mining team by the end of Q4 2025, with the transition to a fully owner-operated mining operation also targeted for completion by the end of Q4 2025. Some positions will need to be filled Q1 of 2026 to allow for the production ramp-up after the flotation circuit is commissioned. The new equipment fleet is expected to be fully delivered and commissioned in Q1 2026. These initiatives align with the Company's long-term strategy to expand owner-operated teams, enabling improved development and production rates in a cost-effective manner that supports optimal mill feed and sustained plant operations.
Permitting:
- The Corporation has been actively working in collaboration with the Government of Greenland and Kommune Kujalleq to advance the IBA. However, due to the Government of Greenland's need to address competing priorities, and in recognition of these circumstances, an extension of the deadline to 31 December 2025 has been agreed. Amaroq remains fully committed to its collaborative approach to ensure the IBA reflects the shared objectives of all parties. This delay to the formalization of the IBA will not impact current and future operations.
Gold Exploration Projects
Nalunaq
- Underground resource definition drilling will continue on an ongoing basis to provide information for short- to medium-term mine planning.
- Surface drilling at South Block Deeps is expected to continue, with potential infill drilling planned through the winter.
- All data up to a Q4 2025 cut-off will be incorporated into the next Mineral Resource update (MRE5), targeted for Q1 2026.
The Nalunaq team will also continue to advance the technical and economic work required to support the declaration of a maiden Ore Reserve in the near term.
Nanoq
- Drilling results are scheduled for release during Q4 2025.
- Following this campaign, Amaroq will develop a robust geological model to better define the controls on mineralisation and guide drill and sampling strategies for the 2026 season. While the primary objective of this programme is to advance geological knowledge, the Company will also evaluate whether the results support the preparation of a maiden Mineral Resource estimate.
Satellite Deposits
Results from the 2025 sampling programme are expected in Q4. These will be reviewed against the existing geological understanding for the Nanortalik Gold Belt and used to design an initial 2026 field programme.
Strategic Minerals Projects (51% ownership through Gardaq Joint Venture)
Copper Belt (Kobberminebugt/ Nunarsuit/ Sava/ North Sava/ Johan Dahl Land)
- Incoming results from the 2025 season will be reviewed by Amaroq and its Chief Technical Advisor, Steve Garwin, to prioritise targets and inform planning for the 2026 field season.
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
Stendalen
- Field results and interpretations will be assessed in collaboration with the University of Leicester and integrated with prior geophysical and drilling datasets from 2023–2024. This will support the design of a 2026 field programme.
Rare Earth Elements and Critical Metals
- Exploration results from Nunarsuit will be reviewed in collaboration with the University of St Andrews. Outcomes will guide the development of a targeted 2026 programme.
West Greenland Hub
Black Angel & Kangerluarsuk
- Quotations for various exploration options are being obtained and results from bulk sample re-assaying will be reviewed. Amaroq will develop a coordinated 2026 exploration programme across both licences, designed for efficiency and cost effectiveness.
Looking ahead, Amaroq's exploration priorities remain focused on supporting near-term production at Nalunaq, advancing the geological framework at Nanoq, and progressing satellite deposits within the Nanortalik Gold Belt. At the same time, the Company is maturing a pipeline of strategic mineral assets through the Gardaq joint venture and the newly acquired West Greenland hub. Collectively, these initiatives are expected to provide a balanced platform of gold growth, base-metal potential, and critical mineral opportunities to underpin the 2026 field season and beyond.
Corporate strategy and business model
The four-pillar business strategy – the full cycle mining enterprise approach
The Management of the Corporation believe that in order to truly succeed in the exploitation of mineral resources in remote jurisdictions such as Greenland, it is imperative to de-risk the full value chain of mining operations, due to the harsh environment, remoteness, lack of existing domestic logistics networks and poor energy infrastructure. As such, the Corporation has been pursuing, what it calls a 'Full Cycle Mining Enterprise' strategy, with the aim of being able to conduct its operations successfully by using all of its own infrastructure and wherewithal. To such ends, this strategy is manifested within the 'four-pillar' business strategy - Development and Mining, Exploration, Logistics and Servicing and Renewable Energy generation.
Alongside the Corporation's focus on its two key pillars of mining development and exploration, two mining associated business lines have been established:
-
Suliaq ApS - During Q2-25, the Company incorporated a subsidiary entity called Suliaq ApS in order to create a standalone business which will look to take advantage of the increased interest in mining and infrastructure in Greenland, through the provision of Amaroq's equipment and services, generating additional revenue. In addition, on 28 May 2025, the Company signed a non-binding head of terms with JLE, whereby JLE will invest £4.0 million, by way of an equity contribution in exchange for a 10% shareholding in the company, with Amaroq holding 90%. JLE has the option to increase its investment up to a total of £12.0 million, structured in additional tranches of £4.0 million, which will result in proportional increases in JLE's equity stake in the company. During the second half of 2025, a Board and management team will be put in place and initial contracts for the rental of equipment and services to other companies controlled by the Corporation and eventually third parties will look to be finalised.
-
Renewable energy generation – Power generation and energy provision are one of the largest, most expensive and polluting cost items within remote mining operations. To de-risk the future life of mine at Nalunaq, whilst at the same time investing in technologies to power the future mines, the Corporation is in advanced plans for the construction of at least one megawatt ("MW") of hydro power, within close proximity of Nalunaq. During the second half of 2025, following the request for the trial pit investigation licence in July 2025, designs will be finalised and tenders for turbine, generator, transformer, powerhouse & penstock will be solicited, ahead of the publication of the prefeasibility report and application for the project to take place within the existing Nalunaq Mine Plan framework by the end of 2025, allowing for construction and power generation in 2026. The company IMEQ ApS was incorporated in Greenland on 14 October 2025, with a focus on the hydroelectric business.
Other Areas of strategic focus in 2025
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
- Geopolitics – Greenland's resource potential and proximity to the world's largest markets for commodities have attracted a heightened level of political, as well as media scrutiny. In terms of the geopolitical interest in Greenland; the US president has publicly declared his intentions of engaging more with Greenland as a resource and strategically important province to the US. The practicalities of this heightened geopolitical interest, is that the Corporation is actively pursuing multiple opportunities, to leverage the increased interest and focus on Greenland and the companies who are active in the province
- Main international exchange – As previously communicated, in 2025 Amaroq is considering upgrading one of its junior listings onto a main market of an international stock exchange, to access further market liquidity and mainstream investor base. However, there can be no certainty regarding timing or promotion of any such undertaking and further details will be shared with the market as appropriate.
6.2 Escrow account for closure obligations
When Nalunaq A/S purchased the Nalunaq Property on October 15, 2015, it came with an escrow account for environmental monitoring and an environmental monitoring provision. This escrow account was set up in favor of the Government of Greenland as security for fulfilling the environmental monitoring expenses following the closure of the Nalunaq Gold Mine. This environmental monitoring program was completed in 2020. In 2024 closure costs associated with the remediation plan and environmental monitoring expenses were further updated to incorporate responsible removal of Nalunaq Project related new infrastructure, process plant building construction and internal workings installation and underground equipment as well as remediation of the site to its original condition and the balance of the escrow account was increased to CAD5,716,288 as at June 30, 2024 and further increased to CAD6,675,007 on July 17, 2024 (escrow balance is CAD 7,432,664 as of September 30, 2025 as a result of foreign exchange fluctuations).
7. OFF BALANCE SHEET ARRANGEMENTS
The Corporation does not have significant off-balance-sheet arrangements other than the contractual obligations and commitments mentioned below.
8. SUBSEQUENT EVENT
Subsequent events are described in note 21 to the September 30, 2025 Financial Statements.
9. TRANSACTIONS BETWEEN RELATED PARTIES AND KEY MANAGEMENT BALANCE
9.1 Gardaq Joint Venture
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| $ | $ | $ | $ | |
| Gardaq management fees and allocated cost | 618,305 | 608,392 | 1,875,843 | 1,823,286 |
| Other allocated costs | 2,505 | 212,489 | 8,719 | 388,152 |
| Foreign exchange revaluation | 92,719 | (34,116) | (150,495) | 28,811 |
| 713,529 | 786,765 | 1,734,067 | 2,240,249 |
As at September 30, 2025, the balance receivable from Gardaq amounted to $8,433,246 ($6,699,179 as at December 31, 2024). This receivable balance represents allocated overhead and general administration costs to manage the exploration work programmes and day-to-day activities of the joint venture. This balance will be converted to shares in Gardaq within 10 business days after the third anniversary of the completion of the Subscription and Shareholder Agreement dated April 13, 2023.
10. CRITICAL ACCOUNTING POLICIES, ESTIMATES, JUDGEMENTS AND ASSUMPTIONS
The preparation of the Financial Statements requires Management to make judgments and form assumptions that affect the reported amounts of assets and liabilities at the date of the Financial Statements and reported amounts of expenses during the reporting period. On an ongoing basis, Management evaluates its judgments in relation to assets, liabilities and expenses. Management uses past experience and various other factors it believes to be reasonable under the given
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
circumstances as the basis for its judgments. Actual outcomes may differ from these estimates under different assumptions and conditions. Critical judgments exercised in applying accounting policies with the most significant effect on the amounts recognised in the Financial Statements are described below.
JUDGMENTS
10.1 Impairment of mineral properties and capital assets
Determining if there are any facts and circumstances indicating impairment loss or reversal of impairment losses is a subjective process involving judgment and a number of estimates and interpretations in many cases.
10.1.2 Impairment of capital assets
Determining whether to test for impairment of capital assets requires Management's judgement, among other factors, regarding the following: whether capital assets have been in use and depreciated, did market value of capital assets decline, whether net assets of the Corporation are higher than the market capitalisation, was there any obsolescence or physical damage recorded to the capital assets, was there an increase to market interest rates.
When an indication of impairment loss or a reversal of an impairment loss exists, the recoverable amount of the individual asset must be estimated. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs must be determined. Identifying the cash-generating units requires considerable management judgment. In testing an individual asset or cash-generating unit for impairment and identifying a reversal of impairment losses, Management estimates the recoverable amount of the asset or the cash-generating unit. This requires management to make several assumptions as to future events or circumstances. These assumptions and estimates are subject to change if new information becomes available. Actual results with respect to impairment losses or reversals of impairment losses could differ in such a situation and significant adjustments to the Corporation's assets and earnings may occur during the next period.
With regards to the annual impairment test on the Nalunaq mine and its associated assets, Management has assessed several indicators for evidence of impairment of the mining asset. These indicators included considering whether there were adverse changes in mineral reserves and resource estimates, unanticipated increases in production or capital costs, increases in expected dismantling and restoration costs, significant or unexpected declines in the market prices of gold, and significant adverse movements in foreign exchange rates. As a result of this analysis, management has concluded that the assessed factors and indicators do not suggest that the Nalunaq mine should be tested for impairment as of December 31, 2024.
10.2 Determination of functional currency
In accordance with IAS 21 "The Effects of Changes in Foreign Exchange Rates", Management determined that the functional currency of the Corporation and its subsidiary is the Canadian dollar.
10.3 Capitalisation of borrowing costs
The Corporation makes judgments on the amount of borrowing costs that are directly attributable to the acquisition of a qualifying asset.
10.4 Technical Feasibility and Commercial Viability ("TCFV")
Management uses significant judgment to determine when TFCV is demonstrable. Technical feasibility refers to the ability to physically construct and operate a mineral project in a technically sound manner to produce a saleable mineral product while commercial viability refers to the ability to mine the mineral asset to generate a reasonable return on investment. Key considerations used to determine if TFCV has been reached included the establishment of confidence about mineralisation, results and status of studies, probability of obtaining key permits, the existence of other barriers that may impact mining and the ability to generate a return on investment, confidence of project potential by the Management and the Board of Directors.
Based on the criteria described above, Management has concluded that sufficient evidence existed on September 1, 2023, for the Corporation to declare TFCV for the Nalunaq Project. September 1, 2023, was aligned with the date that the Board of Directors approved and closed the Financing package deal (note 12 of December 31, 2024 Financial Statements), thus supporting the commercial viability of the project.
ESTIMATES AND ASSUMPTIONS
10.5 Asset Retirement Obligation
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
The asset retirement obligation is based on estimated future costs using information available at the financial reporting date. Determining these obligations requires significant estimates and assumptions due to the numerous factors that affect the amount ultimately payable. Such factors include estimates of the scope and cost of restoration activities, legislative amendments, known environmental impacts, the effectiveness of reparation and restoration measures and changes in the discount rate. This uncertainty may lead to differences between the actual expense and the provision. At the date of the consolidated statement of financial position, the asset retirement obligation represents Management's best estimate of the charge that will result when the actual obligation is terminated.
10.6 Restricted Share Units ("RSU")
For the purpose of determining the fair market value of restricted share unit awards and a number of assumptions are required for input in the pricing model. Determining these assumptions requires significant level of estimates and Management's judgement.
For equity-settled awards, assumptions must be determined at the date of the grant. Such assumptions include grant calculation date, projection period, share price at grant, exercise price, risk-free rate of interest, dividends, share price volatility and forfeitures. The uncertainty related to the choice of assumptions may lead to differences between the actual value of restricted share unit awards and their estimated fair value based on the Monte-Carlo simulation run. At the date of the consolidated statement of financial position, restricted share units award and embedded derivative value represents Management's best estimate of awards fair value vesting at measurement dates stipulated under the RSU award contract.
10.7 Embedded Derivative
For the purpose of determining the fair market value of the embedded derivative a number of assumptions are required for input in the pricing model. Determining these assumptions requires significant level of estimates and Management's judgement.
Assumptions must be determined at the reporting date. Such assumptions include term, share price on the reporting date, risk-free rate of interest and volatility.
The uncertainty related to the choice of assumptions may lead to differences between the actual value of the embedded derivative and its estimated fair value based on the Black-Scholes pricing model.
11. CHANGES IN ACCOUNTING POLICIES
The new accounting policies, most relevant standards, amendments and interpretations issued up to the date of the issuance of the September 30, 2025 Financial Statements are listed at notes 1.2 of the Financial Statements.
12. FINANCIAL INSTRUMENTS
Financial instruments are described in note 3.18 of the 2024 Financial Statements. The Corporation's loan payable is recorded at amortised cost, net of transaction fees, and amortised using the effective interest rate method.
13. CONTRACTUAL COMMITMENTS AND OBLIGATIONS
The Corporation has 5 exploration licences, Tartoq, Vagar, Nuna Nutaaq, Anoritooq, Siku and one exploitation licence, Nalunaq. The total amount of future exploration obligations as at December 31, 2024 for the five exploration licences is DKK 78,932,725 (\$15,797,911 using the exchange rate as at December 31, 2024). The license obligations are reviewed and determined on an annual basis by the MLSA in Greenland. For the purpose of crediting expenditures against the amounts set forth in these licences, actual expenditures are multiplied by a factor of between 1.5 and 3, depending upon the type of expenditure made. If these obligations are not met, certain measures may be taken by the licence holder to rectify the situation, including reducing the area of the licence proportionately to the spending shortfall or rolling over the exploration commitment to the next period subject to approval from the MLSA. Nalunaq A/S submitted its statements of expenses for these exploration licences for the 2024 year to the MLSA on April 1, 2025. The details of the exploration commitments are described in note 9 to the 2024 Financial Statements.
As at September 30, 2025, the Corporation had capital and operational commitments, of $22,297,601 ($16,232,290 as at December 31, 2024). These commitments relate to the continued development of the mine, construction and commissioning of the processing plant, establishment of surface infrastructure and purchase obligations for spare parts and supplies of Nalunaq operations, as well as contractual commitment for an exploration and drilling program at
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
Nanoq.
The Corporation has two leases for its offices. In October 2020, the Corporation started a lease for five years and five months including five free rent months during this period. The Corporation had the option to renew the lease for an additional five-year period at $9,070 monthly rent indexed annually to the increase of the consumer price index of the previous year for the Montreal area. During February 2025, management determined that they will not renew the lease when it expires on February 28, 2026, and subsequently agreed with the lessor to terminate the lease at the end of September 2025. As a result a lease modification of $529,974 was recognized during the nine-month period ended September 30, 2025 due to the early termination of the lease. In March 2024, the Corporation started a new lease for a two-year term with the option to extend for two more years. The monthly rent is $5,825 until March 2025 after which the monthly rent may increase as per the lease terms.
During June 2025, the Corporation entered into a two-year lease for a drill rig, with August 1, 2025, being the lease commencement date. Under the terms of the lease, ownership of the drill rig will be transferred to the Corporation at the end of the lease term.
14. OUTSTANDING SHARES DATA
| November 14, 2025 | December 31, 2024 | |
|---|---|---|
| Number | Number | |
| Capital stock | 454,106,653 | 397,702,330 |
| Stocks options | 7,088,738 | 7,220,075 |
| Restricted share units | 7,892,381 | 7,607,858 |
| Fully diluted | 469,087,772 | 412,530,263 |
15. STOCK OPTION PLAN AND RESTRICTED SHARE UNIT PLAN
15.1 Stock option Plan
The purpose of the Option Plan (the "Plan") is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified directors, senior officers, employees and consultants of the Corporation, to reward such of these participants from time to time for their contributions toward the long-term goals of the Corporation and to enable and encourage such participants to acquire shares as long-term investments. There is no performance indicator relating to profitability or risk attached to the Plan.
The Plan was approved initially in 2017 and is renewed by shareholders annually, last on June 13, 2025. The Plan is a "rolling" plan whereby a maximum of 10% of the issued shares at the time of the grant are reserved for issue under the Plan to executive officers, directors, employees and consultants. The Board of directors attributes the stock options, and the exercise price of the options shall not be less than the closing price on the last trading day preceding the grant date. The options have a maximum term of ten years. Options granted pursuant to the Plan shall vest and become exercisable at such time or times as may be determined by the Board, except options granted to consultants providing investor relations activities shall vest in stages over a 12-month period with a maximum of one-quarter of the options vesting in any three-month period. The Corporation has no legal or constructive obligation to repurchase or settle the options in cash.
On September 22, 2025, the Corporation granted its employees 23,255 stock options with an exercise price of $1.29 per share. The stock options will vest three months from the date of grant. The options were granted at an exercise price equal to the closing market price of the shares the day prior to the grant.
On March and April 2025, an employee of the Corporation exercised his options. As a result, 154,592 options were exercised which resulted in the employee receiving 88,583 shares net of applicable withholdings.
15.2 Restricted Share Unit Plan
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. The Restricted Share Unit Plan ("RSU") was approved initially in 2022 and an amendment to the rules of the RSU Plan was approved by shareholders on June 15, 2023, on June 14, 2024 and on June 13, 2025. The Corporation has implemented an RSU to incentivise delivery of this strategy and to align the interests of Senior Executives with those of shareholders.
Under the RSU, participants will 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' will be determined using a hurdle rate of 10% pa over a
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
performance period commencing on January 1, 2022. Part of the RSU 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. Conditional Awards were granted to participants on December 30, 2022, October 13, 2023 and August 14, 2024 and part of Restricted Share Units was granted to participants on February 23, 2024 based on the first measurement date and February 12, 2025 based on the second measurement date.
On August 14, 2024, the Corporation granted a new conditional award under a separate RSU plan to the Corporation's newly appointed Chief Financial Officer. This award entitles the participant to receive a 12% share of a pool defined by the total shareholder value created above a 10% per annum compound hurdle rate. Performance is measured from August 6, 2024, to the measurement date on December 31, 2025.
On December 19, 2024, the Corporation granted new RSUs to its employees. The awards will vest on December 19, 2025, the one-year anniversary of the grant, with all other terms governed by the RSU Plan.
On April 11, 2025, 3,329,704 restricted shares vested and were converted to common shares and transferred to capital stock.
On September 8, 2025, the Corporation announced granting 75,498 new RSUs to its employees. The awards will vest on the one-year anniversary of the grant, with all other terms governed by the RSU Plan.
16. RISK FACTORS
Risk factors are more fully discussed in the Corporation's MD&A in the annual report for the year ended December 31, 2024.
17. DISCLOSURE CONTROLS AND PROCEDURES
The President and Chief Executive Officer (the "CEO") and the Chief Financial Officer (the "CFO") of the Corporation are responsible for establishing and maintaining the Corporation's disclosure controls and procedures ("DCP") including adherence to the Disclosure Procedures Manual adopted by the Corporation. The Disclosure manual requires all staff to keep senior management fully apprised of all material information affecting the Corporation so that they may evaluate and discuss this information and determine the appropriateness and timing for public disclosure.
The Corporation maintains DCP designed to ensure that information required to be disclosed in reports filed under applicable Canadian securities laws, is recorded, processed, summarised and reported within the appropriate time periods and that such information is accumulated and communicated to the Corporation's management, including the CEO and CFO, to allow for timely decisions regarding required disclosure.
In designing and evaluating DCP, the Corporation recognises that any disclosure controls and procedures, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The CEO and CFO have evaluated whether there were changes to the DCP during the nine months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.
Management, including the CEO and CFO, has evaluated the effectiveness of the design and operation of disclosure controls and procedures. Based on this evaluation, management has concluded that disclosure controls and procedures, as defined in NI 52-109 - Certification of Disclosure in Issuer's Annual and Interim Filings, were effective as at September 30, 2025.
18. INTERNAL CONTROL OVER FINANCIAL REPORTING
The Corporation's management, including the CEO and the CFO, are responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") for the Corporation to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The fundamental issue is ensuring all transactions are properly authorised and identified and entered into a well-designed, robust and clearly understood accounting system on a timely basis to minimise risk of inaccuracy, failure to
Amaroq Ltd. Management Discussion & Analysis
For the three months and nine months ended September 30, 2025
fairly reflect transactions, failure to fairly record transactions necessary to present financial statements in accordance with IFRS, unauthorised receipts and expenditures, or the inability to provide assurance that unauthorised acquisitions or dispositions of assets can be detected.
The Corporation's ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions or deterioration in the degree of compliance with the Corporation's policies and procedures.
The CEO and CFO have evaluated whether there were changes to the ICFR during the nine months ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.
Management, including CEO and CFO, assessed the effectiveness of the design and operation of the Corporation's internal controls over financial reporting. Based on this assessment, management concluded that internal controls over financial reporting, as defined in NI 52-109 - Certification of Disclosure in Issuer's Annual and Interim Filings, were effective as at September 30, 2025, providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
19. FORWARD LOOKING INFORMATION
Certain statements in this Management Discussion and Analysis constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws. Such statements and information involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Corporation, its projects, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements can be identified by the use of words such as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict" and other similar terminology, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These statements reflect the Corporation's current expectations regarding future events, performance and results and speak only as of the date of this Management Discussion and Analysis.
Forward-looking statements and information involve significant risks and uncertainties, should not be read as guarantees of future performance or results and will not necessarily be accurate indicators of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements or information, including, but not limited to: material adverse changes, unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts with the company to perform as agreed; social or labor unrest; changes in commodity prices; and the failure of exploration, refurbishment, development or mining programs or studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations.
The Corporation's operational performance and financial results reflect our commitment to sustainable growth. We remain dedicated to maximising value for our shareholders while adhering to responsible mining practices and managing potential risks proactively.
November 14, 2025
(s) "Eldur Ólafsson"
Eldur Ólafsson
President and CEO
(s) "Ellert Arnarson"
Ellert Arnarson
CFO