Reykjavík, June 11, 2025 (GLOBE NEWSWIRE) --

“”“”

- 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 (“”) to raise minimum gross proceeds of £30.0 million (equivalent to approximately C$55.5 million or ISK 5.1 billion) (the “”) at a price of 85.0 pence (C$1.57, ISK144) per new Common Share (the ).

The net proceeds of the Fundraising will be used to:

“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 (“”) from FBC Mining (BA) Limited (“"), as well as the proposed acquisition of the Kangerluarsuk licences from 80 Mile plc (“”) (together the “”), 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 "") 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 7,501.4km². 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 ("").

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.

The Fundraising will be effected pursuant to the Company’s existing authorities to allot equity securities and therefore no General Meeting will be required.

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.

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. (“”), 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.

“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.”

        
Eldur Olafsson, Executive Director and CEO         

Ed Westropp, Head of BD and Corporate Affairs                         
+44 (0)7385 755711

[email protected]

Eddie Wyvill, Corporate Development                         
+44 (0)7713 126727

[email protected]

Scott Mathieson
Nikhil Varghese
Freddie Wooding
+44 (0) 20 7886 2500

James Asensio
Harry Rees
George Grainger
+44 (0) 20 7523 8000

Björn Hákonarson
Sigurður Kári Tryggvason
+354 410 7340

Hannes Árdal
Þorbjörn Atli Sveinsson
+354 532 8000

Billy Clegg
Elfie Kent
Fergus Young
+44 (0) 20 3757 4980

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:

Following the Company’s progress outlined above, Nalunaq is transitioning from being a cost centre to a cash generator, with first gold pour achieved on 27 November 2024. The Company is expecting to proceed with the construction and installation of Phase 2 at Nalunaq in Q4 2025, with the intention of reaching nameplate capacity of 300 t/d in Q4 2025 before completing engineering studies aimed at upgrading the processing throughput capacity to 450 t/d in due course.

The Company has identified several new investments in its mining equipment and facilities, as it seeks to upgrade and expand its mining fleet as well as improve maritime services. Amaroq continues to develop opportunities in support of its operations in Greenland. Given the working environment and physical access to the mine and its Nalunaq plant, the Company has been pursuing a strategy to de-risk mining activities through the procurement and operation of proprietary servicing and logistics infrastructure, such as drilling rigs, marine equipment and camp facilities. During the remainder of 2025, it is anticipated that other mining and infrastructure operators within the region will look to utilise the provision of Amaroq’s equipment and services, generating additional revenue.

Outside of the Nalunaq development, the Company also plans to accelerate certain advanced exploration activities at its high priority gold targets with the overall objective of evaluating options to integrate them into the Nalunaq processing infrastructure. At Nanoq, Stage 1 scout drilling to confirm mineralisation style and potential grades was completed in 2024. It is the intention of the directors that Stage 2 takes place across 2025 and is expected to include systematic drilling focused on understanding geometry, grade continuity, metallurgy, and resource potential. Following this, the Directors intend to begin Stage 3 over 2026/27, and Nanoq is expected to reach a bulk sampling stage , with sample processing conducted at the Nalunaq process plant. Further exploration opportunities have also been identified in the Company’s Gardaq joint venture. The Company has also identified several areas of increased focus to develop its strategic minerals portfolio including a new copper target development, expanded drilling at Josva & Target North, the Stendalen project development, and further new project generation. In addition, three new licence applications across Greenland have been submitted, targeting copper, gold, and rare/critical earth elements.

The final major initiative identified involves investments in hydropower-based green energy production to lower diesel expenses and emissions. At Nalunaq, it is currently envisioned that the process plant will be powered through hydroelectric power to reduce diesel usage. Nalunaq’s mining operations are envisioned to implement battery run equipment to reduce ventilation and diesel requirements, and its camp and infrastructure are envisioned to be powered through hydroelectric, wind and solar, with a diesel generator as back-up. At other exploration sites across Amaroq’s portfolio, the camp and infrastructure are envisioned to be powered through small scale wind and solar energy to charge batteries and reduce dependency on diesel power generation. In order to de-risk the future life of mine at Nalunaq, whilst at the same time investing in technologies to power the future mines, the Company will be conducting a pre-Front-End Engineering Design (“”) study for the construction of at least 720 kilowatt (“”) of hydro power within close proximity of Nalunaq. Once the FEED studies are completed, it is anticipated that construction work could commence, and power generation occur, in 2026.

The net use of proceeds from the Fundraising will be to support the ongoing commissioning and production expansion at Nalunaq, completion of technical studies in relation to production expansion to confirm Nalunaq’s ability to produce 450 t/d on a sustainable basis, the creation of, and to accelerate and deepen exploration drilling and the preparation of technical studies of, the West Greenland Hub and to provide additional balance sheet strength and working capital flexibility to the Company.

Panmure Liberum is acting as nominated adviser, joint bookrunner and joint broker on the UK Placing, alongside Canaccord which is also acting as joint bookrunner and joint broker. Landsbankinn, and Acro are acting as joint bookrunners on the Icelandic Placing.

The Bookbuilds for the UK Placing and the Icelandic Placing will launch immediately following the release of this Announcement. Each Bookbuild is expected to close no later than 7.00 a.m. (6:00 a.m. GMT) on 12 June 2025, but the UK Joint Bookrunners, the Icelandic Joint Bookrunners and the Company (as applicable) reserve the right to close either or both Bookbuilds 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. The Icelandic Placing is subject to the terms and conditions set out in Appendix 1 and 3 to this Announcement.

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 UK Placing are at the absolute discretion of the UK Joint Bookrunners, in consultation with the Company, and will be confirmed orally or by email following the close of the UK Bookbuild. Allocations in the Icelandic Placing are at the absolute discretion of the Company. Details of the Fundraising Shares will be announced as soon as practicable after the close of the Bookbuilds.

By choosing to participate in the UK Placing and by making an oral and legally binding offer to acquire UK Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices (other than Appendix 3)) and to be making such offer on the terms and subject to the conditions of the UK Placing contained here, and to be providing the representations, warranties and acknowledgements contained in Appendix 1 and 2 to this Announcement.

By choosing to participate in the Icelandic Placing and by making an offer to acquire Icelandic Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices (other than Appendix 2)) and to be making such offer on the terms and subject to the conditions of the Icelandic Placing contained here, and to be providing the representations, warranties and acknowledgements contained in Appendix 1 and 3 to this Announcement.

Applications will be made for admission of the Fundraising Shares to trading on (a) AIM; (b) the ); and (c) the TSX-V, with listing subject to the conditional approval of the TSX-V and the Company satisfying all of the requirements of the TSX-V. As a prospectus is required to be published for the admission of the Fundraising Shares to the Icelandic Exchange, it is currently expected that admission will become effective, and that dealings in the Fundraising Shares will commence on AIM, at 8.00 a.m. GMT on 30 June 2025, on the Icelandic Exchange at 9.30 a.m. UTC on 30 June 2025 and on the TSX-V at 9:30 a.m. ET on 30 June 2025 (or in each case such other date as may be agreed between the Company, the Icelandic Joint Bookrunners and the UK Joint Bookrunners).

The creation of the West Greenland Hub, focused on the high-grade zinc and nickel opportunity, with the previously operated Black Angel mine and separate Kangerluarsuk exploration licence area, will help Amaroq expand its Greenlandic footprint and diversify its commodity exposure. The Directors believe that the Strategic Acquisitions complement Amaroq’s broader vision of establishing a presence across key mineral belts in Greenland and strengthens its future project pipeline, which the Company believes further positions the business as a proxy for Greenland and its development. The West Greenland Hub will be located within an active and high potential exploration district which has historically had large and mid-tier mining companies conduct exploration for further economic orebodies.

The Black Angel mine was a former producing high grade room and pillar mine with significant in situ infrastructure and >176,000m of core drilling. The mine historically produced at 450Kt per annum for ~11.2Mt @ 12.6% Zn, 4.1% Pb and 29g/t Ag via conventional flotation. Amaroq believes that the project holds significant additional exploration potential and intends to capitalise on this opportunity using a work programme in the remainder of 2025 to assess growth potential which would ultimately allow the Company to update feasibility studies with new resources. The key historical statistics in relation to the Black Angel mine includes:

The Kangerluarsuk exploration area is located 12km from Black Angel and within 15km strike length of favourable geology. The area has widespread outcropping high-grade mineralisation explored via mapping and channel sampling by Cominco, Rio Tinto and 80 Mile with grades up to 41.1% Zn. The site also has a conceptual additional satellite feed to the Black Angel mine. The Company’s suggested work programme for Kangerluarsuk in the remainder of 2025 includes a full data review and target maiden scout core drilling in 2026, in addition to further structural and modelling studies.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the “Important Notices” section of this Announcement. Unless otherwise stated, defined terms in this Announcement have the meanings ascribed to them in Appendix 2.

Unless stated otherwise, all amounts are based on GBP:ISK of 169.90 and GBP:C$ of 1.8484 as at 10 June 2025.

Amaroq’s principal business objectives are the identification, acquisition, exploration, and development of gold and strategic metal properties in South Greenland. The Company’s principal asset is a 100% interest in the Nalunaq Gold mine. The Company has a portfolio of gold and strategic metal assets in Southern Greenland covering the two known gold belts in the region as well as advanced exploration projects at Stendalen and the Sava Copper Belt exploring for strategic metals such as copper, nickel, rare earths and other minerals. Amaroq Minerals is continued under the Business Corporations Act (Ontario) and wholly owns Nalunaq A/S, incorporated under the Greenland Public Companies Act.

The scientific and technical information presented in this Announcement has been approved by James Gilbertson Cgeol, VP Exploration for the Company and a Chartered Geologist with the Geological Society of London, and as such, is a Qualified Person as defined by NI 43-101.

The resource information included within this Announcement is reported in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards on Mineral Resources and Mineral Reserves (May 2014) as required by CIM Definition Standards.

The information contained within this Announcement is considered to be inside information prior to its release, as defined in Article 7 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 Article 7 of 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, and is disclosed in accordance with the Company’s obligations under Article 17 of that Regulation. Upon the publication of this Announcement, this inside information is now considered to be in the public domain and will no longer constitute inside information.

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain an invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America, Australia, The Republic of South Africa (“”), Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (collectively, the “”)), Australia, Canada, South Africa, Japan or any other jurisdiction in which such offer or solicitation would be unlawful or to any person to whom it is unlawful to make such offer or solicitation.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “”), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, or under the securities laws of Australia, Canada, South Africa, Japan, or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Australia, Canada, South Africa or Japan (as the case may be). No public offering of securities is being made in the United States, Australia, Canada, South Africa, Japan or elsewhere.

No action has been taken by the Company, Panmure Liberum, Canaccord, Landsbankinn, Acro or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, consultants, advisers and/or agents (collectively, “”) that would permit an offer of the Fundraising Shares or possession or distribution of this Announcement or any other publicity material relating to such Fundraising Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

This Announcement, as it relates to the UK Placing, is directed at and is only being distributed to: (a) if in a member state of the EEA, persons who are qualified investors (“”), being persons falling within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “”); or (b) if in the United Kingdom, persons who are qualified investors (“”), being persons falling within the meaning of Article 2(e) of assimilated Regulation (EU) 2017/1129 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the “”), and who are (i) persons falling within the definition of “investment professional” in Article 19(5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “”) or (ii) persons who fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (c) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (a), (b) and (c) together being referred to as “”). This Announcement, as it relates to the Icelandic Placing, is directed at and is only being distributed to EEA Qualified Investors.

The Fundraising Shares have not been qualified for distribution by prospectus in Canada and may not be offered or sold in Canada except in reliance on exemptions from the requirements to provide the relevant purchaser with a prospectus and, as a consequence of acquiring securities pursuant to this exemption or exemptions, certain protections, rights and remedies provided by the applicable Canadian securities laws will not be available to the relevant purchaser. The Fundraising Shares will be subject to statutory resale (hold) restrictions for a period of four months and one day in Canada under the applicable Canadian securities laws and any resale of the Common Shares must be made in accordance with such resale restrictions or in reliance on an available exemption therefore. Such restrictions shall not apply to any Fundraising Shares acquired outside of Canada.

For the attention of residents of Australia: This Announcement is not a prospectus or product disclosure statement or otherwise a disclosure document for the purposes of Chapter 6D or Part 7.9 of the Australian Corporations Act 2001 (Cth) (“”) and does not constitute an offer, or an invitation to purchase or subscribe for the Fundraising Shares offered by this Announcement except to the extent that such an offer or invitation would be permitted under Chapter 6D or Part 7.9 of the Corporations Act without the need for a lodged prospectus or product disclosure statement. In addition, for a period of 12 months from the date of issue of the Fundraising Shares, no transfer of any interest in the Fundraising Shares may be made to any person in Australia except to “sophisticated investors” or “professional investors” within the meaning of sections 708(8) and (11) of the Corporations Act or otherwise in accordance with section 707(3) of the Corporations Act.

No other person should act on or rely on this Announcement as it relates to the UK Placing or the Icelandic Placing and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Fundraising relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement, the UK Placing, the Icelandic Placing or the Fundraising, unless applicable in relation to admission to trading in Iceland and no such prospectus is required (in accordance with either the EU Prospectus Regulation for the purpose of the offer or sale of the Common Shares, the UK Prospectus Regulation or Canadian securities laws) to be published. The offering as it relates to the Icelandic Placing is subject to the exemptions from the obligation to publish a prospectus provided for in Article 1(4)(a) of the EU Prospectus Regulation.

Panmure Liberum, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company and for no one else in connection with the UK Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the UK Placing and will not be responsible to anyone other than the Company in connection with the UK Placing or for providing the protections afforded to their clients or for giving advice in relation to the UK Placing, the Fundraising or any other matter referred to in this Announcement. The responsibilities of Panmure Liberum, as nominated adviser, are owed solely to the London Stock Exchange and are not owed to the Company or to any director or any other person and accordingly no duty of care is accepted in relation to them. No representation or warranty, express or implied, is made by Panmure Liberum as to, and no liability whatsoever is accepted by Panmure Liberum in respect of, any of the contents of this Announcement (without limiting the statutory rights of any person to whom this Announcement is issued).

Canaccord, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company and for no one else in connection with the UK Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the UK Placing and will not be responsible to anyone other than the Company in connection with the UK Placing or for providing the protections afforded to their clients or for giving advice in relation to the UK Placing, the Fundraising or any other matter referred to in this Announcement.

Acro, which is authorised and regulated by the Financial Supervisory Authority of the Central Bank of Iceland, is acting exclusively for the Company and for no one else in connection with the Icelandic Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Icelandic Placing and will not be responsible to anyone other than the Company in connection with the Icelandic Placing or for providing the protections afforded to their clients or for giving advice in relation to the Icelandic Placing, the Fundraising or any other matter referred to in this Announcement. Some Icelandic Subscribers may however be customers of Acro.

Landsbankinn, which is authorised and regulated by the Financial Supervisory Authority of the Central Bank of Iceland, is acting exclusively for the Company and for no one else in connection with the Icelandic Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Icelandic Placing and will not be responsible to anyone other than the Company in connection with the Icelandic Placing or for providing the protections afforded to their clients or for giving advice in relation to the Icelandic Placing, the Fundraising or any other matter referred to in this Announcement. Some Icelandic Subscribers may however be customers of Landsbankinn.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Panmure Liberum, Canaccord, Landsbankinn and/or Acro (apart from in the case of Panmure Liberum and Canaccord the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended (“”) or the regulatory regime established thereunder) and/or by any of their respective affiliates and/or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of Panmure Liberum, Canaccord, Landsbankinn and/or Acro and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the UK Placing Shares, the UK Placing, the Icelandic Placing Shares, the Icelandic Placing, the Common Shares or any part of the Fundraising and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Panmure Liberum, Canaccord, Landsbankinn and/or Acro and/or any of their respective affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is not authorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute a recommendation concerning any investor’s options with respect to the UK Placing, the Icelandic Placing or any part of the Fundraising. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the UK Placing Shares, the Icelandic Placing Shares or the Common Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Any indication in this Announcement of the price at which the Company’s shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

All offers of the Fundraising Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

The Fundraising Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than AIM, the TSX-V and the Icelandic Exchange.

Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the UK Placing Shares have been subject to a product approval process, which has determined that the UK Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the UK Placing Shares may decline and investors could lose all or part of their investment; the UK Placing Shares offer no guaranteed income and no capital protection; and an investment in the UK Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the UK Placing. Furthermore, it is noted that, in relation to the UK Placing, notwithstanding the Target Market Assessment, Panmure Liberum and Canaccord will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the UK Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the UK Placing Shares and determining appropriate distribution channels.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “”) and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the UK Placing Shares and the Icelandic Placing Shares have been subject to a product approval process, which has determined that the UK Placing Shares and the Icelandic Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “”). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the UK Placing Shares and the Icelandic Placing Shares may decline and investors could lose all or part of their investment; the UK Placing Shares and the Icelandic Placing Shares offer no guaranteed income and no capital protection; and an investment in the UK Placing Shares or the Icelandic Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the UK Placing or the Icelandic Placing. Furthermore, it is noted that, in relation to the UK Placing, notwithstanding the EU Target Market Assessment, Panmure Liberum and Canaccord will only procure investors who meet the criteria of professional clients and eligible counterparties. In relation to the Icelandic Placing, Landsbankinn and Acro will only procure investors who meet the criteria of EEA Qualified Investors.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the UK Placing Shares or the Icelandic Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the UK Placing Shares and the Icelandic Placing Shares and determining appropriate distribution channels.

Neither the TSX–V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

This Announcement includes statements that are, or may be deemed to be, “forward-looking statements”. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “aims”, “anticipates”, “believes”, “could”, “envisages”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “should”, “targets” or “will” or, in each case, their negative or other variations or comparable terminology. Forward-looking statements included in this announcement relate to, among other things: receipt of all required regulatory approvals and the satisfaction of all other conditions to the Fundraising and the Strategic Acquisitions; the use of proceeds from the Fundraising; the ability to realize the anticipated benefits from the Strategic Acquisitions; and the Company’s future plans, technical objectives and results of operations, including expected increases in production and processing capacities and the completion of technical studies. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and factors which are beyond the Company’s control. The actual results, performance or achievements of the Company or developments in the industry in which the Company operates may differ materially from the future results, performance or achievements or industry developments expressed or implied by the forward-looking statements contained in this Announcement. The forward-looking statements contained in this Announcement speak only as at the date of this Announcement. The Company undertakes no obligation to update or revise publicly the forward-looking statements contained in this Announcement, except as required in order to comply with its legal and regulatory obligations.

IMPORTANT INFORMATION REGARDING THE UK PLACING AND THE ICELANDIC PLACING FOR INVITED PLACEES AND ICELANDIC SUBSCRIBERS ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE UK PLACING OR THE ICELANDIC PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT (TOGETHER, THIS “”) ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (“”), PERSONS WHO ARE QUALIFIED INVESTORS (“”), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE “”); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS (“”), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF ASSIMILATED REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE “”), AND WHO ARE (I) PERSONS FALLING WITHIN THE DEFINITION OF “INVESTMENT PROFESSIONAL” IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “”) OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) TOGETHER BEING “”).

NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE AND ICELANDIC SUBSCRIBER SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN THE UK PLACING SHARES OR ICELANDIC PLACING SHARES.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“”)), EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE SECURITIES ARE BEING MADE IN THE UNITED STATES OR ELSEWHERE.

This Announcement, and the information contained herein, is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such offer or solicitation is unlawful (each a “”). No public offering of securities will be made in connection with the shares referred to in this Announcement in the United Kingdom, Iceland any Restricted Territory or elsewhere.

This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in any Restricted Territory or in any jurisdiction in which such release, publication or distribution is unlawful. The distribution of this Announcement and the UK Placing, the Icelandic Placing and/or the offer or sale of the UK Placing Shares or the Icelandic Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by Panmure Liberum Limited (“”) or Canaccord Genuity Limited (“” and, together with Panmure Liberum, the “”), Landsbankinn hf. (“Landsbankinn”) or Acro verðbréf hf (“Acro”) (together the “Icelandic the Icelandic Banks Joint Bookrunners”) or any of their respective Affiliates, or any of their or their respective Affiliates’ directors, officers, members, employees, agents or advisers which would permit an offer of the UK Placing Shares or the Icelandic Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such UK Placing Shares or Icelandic Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company, the Icelandic Joint Bookrunners and the UK Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

All offers of the UK Placing Shares and the Icelandic Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable, from the requirement to produce a prospectus. A prospectus will only be published for the purpose of the admission to trading of the Fundraising Shares on the Icelandic Exchange, in accordance with Article 3(3) of the EU Prospectus Regulation and applicable Icelandic law. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended (“”) does not apply.

Neither the UK Placing Shares nor the Icelandic Placing Shares have been qualified for distribution by prospectus in Canada and may not be offered or sold in Canada except in reliance on exemptions from the requirements to provide the relevant purchaser with a prospectus and, as a consequence of acquiring securities pursuant to this exemption or exemptions, certain protections, rights and remedies provided by the applicable Canadian securities laws will not be available to the relevant purchaser. The UK Placing Shares and the Icelandic Placing Shares will be subject to statutory resale (hold) restrictions for a period of four months and one day in Canada under the applicable Canadian securities laws and any resale of the Common Shares must be made in accordance with such resale restrictions or in reliance on an available exemption therefore. Such restrictions shall not apply to any UK Placing Shares or Icelandic Placing Shares acquired outside of Canada.

The UK Placing and the Icelandic Placing have not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the UK Placing or the Icelandic Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or in any other jurisdiction where such offer or sale is unlawful or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory or in any other jurisdiction where such offer or sale is unlawful.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the UK Joint Bookrunners, the Icelandic Joint Bookrunners or any of their respective Affiliates, nor any of its or their respective Affiliates’ directors, officers, employees, agents or advisers as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.

The UK Joint Bookrunners and the Icelandic Joint Bookrunners are acting exclusively for the Company and no-one else in connection with the UK Placing and Icelandic Placing, as applicable, and are not, and will not be, responsible to anyone (including the Placees and Icelandic Subscribers) other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the UK Placing or the Icelandic Placing and/or any other matter referred to in this Announcement.

None of the Company, the Icelandic Banks or the UK Joint Bookrunners or any of their respective Affiliates or Representatives nor any of its or their respective Affiliates’ directors, officers, employees, agents or advisers makes any representation or warranty, express or implied to any Placees or Icelandic Subscribers regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees or Icelandic Subscribers. Each Placee and Icelandic Subscriber should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the UK Placing Shares and/or Icelandic Placing Shares.

Any information that a prospective Placee or Icelandic Subscriber provides in documents in relation to the UK Placing or the Icelandic Placing or subsequently by whatever means which relates to the prospective investor (if they are an individual) or a third party individual (“”) will be held and processed by the Company and/or either UK Joint Bookrunner or either Icelandic Joint Bookrunner for the following purposes: (a) verifying the identity of the prospective Placee or Icelandic Subscriber to comply with statutory and regulatory requirements in relation to anti-money laundering procedures; (b) contacting the prospective Placee or Icelandic Subscriber with information about products and services, or its Affiliates, which may be of interest to the prospective Placee or Icelandic Subscriber; (c) carrying out the business of the Company or either UK Joint Bookrunner or either Icelandic Joint Bookrunner and the administering of interests in the Company; (d) meeting the legal, regulatory, reporting and/or financial obligations of the Company and/or either UK Joint Bookrunner or either Icelandic Joint Bookrunner; and € disclosing personal data to other functionaries of, or advisers to, the Company, either UK Joint Bookrunner or either Icelandic Joint Bookrunner to operate and/or administer its business. In providing such personal data, prospective Placees or Icelandic Subscribers will be deemed to have agreed to the processing of such personal data in the manner described above.

REFERENCE IS MADE TO APPENDIX 1 REGARDING IMPORTANT INFORMATION FOR PLACEES INVITED TO PARTICIPATE IN THE UK PLACING.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

1.      it has read and understood this Announcement in its entirety (including the Appendices (other than Appendix 3) and acknowledges that its participation in the UK Placing will be governed by, and subject to, the Terms and Conditions of the UK Placing as referred to and included in this Announcement;

2.      it undertakes that it will acquire, hold, manage or dispose of any UK Placing Shares that are allocated to it for the purposes of its business;

(a)        it is an EEA Qualified Investor; and

(b)      in respect of any UK Placing Shares acquired by it as a “financial intermediary”, as that term is used in Article 5(1) of the EU Prospectus Regulation:

(i)      the UK Placing Shares acquired by and/or subscribed for by it in the UK Placing will not be acquired and/or subscribed for on a non-discretionary basis on behalf of, nor will they be acquired or subscribed for with a view to their offer or resale to persons in any Relevant Member State other than to EEA Qualified Investors, or in circumstances which may give rise to an offer of securities to the public other than an offer or resale in any Relevant Member State to EEA Qualified Investors, or in circumstances in which the prior consent of the UK Joint Bookrunners has been given to each such proposed offer or resale; or

(ii)      where UK Placing Shares have been acquired or subscribed for by it on behalf of persons in any Relevant Member State other than EEA Qualified Investors, the offer of those UK Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

(a)        it is a UK Qualified Investor;

(b)      in respect of any UK Placing Shares acquired by it as a “financial intermediary”, as that term is used in Article 5(1) of the UK Prospectus Regulation:

(i)      the UK Placing Shares acquired by and/or subscribed for by it in the UK Placing will not be acquired and/or subscribed for on a non-discretionary basis on behalf of, nor will they be acquired or subscribed for with a view to their offer or resale to persons in the United Kingdom other than to UK Qualified Investors, or in circumstances which may give rise to an offer of securities to the public other than an offer or resale in the United Kingdom to UK Qualified Investors, or in circumstances in which the prior consent of the UK Joint Bookrunners has been given to each such proposed offer or resale; or

(ii)      where the UK Placing Shares have been acquired or subscribed for by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those UK Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

5.      it is acquiring the UK Placing Shares for its own account or is acquiring the UK Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

6.      it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Announcement;

(a)      outside the United States and not a US person acquiring the UK Placing Shares in an “offshore transaction” as defined in, and in accordance with, Regulation S; or

(b)      a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “”); and

Following this Announcement, the UK Joint Bookrunners will commence a bookbuild process in respect of the UK Placing (the “”) to determine demand for participation in the UK Placing by Placees. The book will open with immediate effect following release of this Announcement. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the UK Placing. No commissions will be paid to Placees or by Placees in respect of any UK Placing Shares.

The UK Joint Bookrunners and the Company shall be entitled to effect the UK Placing by such alternative method to the UK Bookbuild as they may, in their sole discretion, determine.

The UK Joint Bookrunners are acting as placing agents in connection with the UK Placing. The UK Joint Bookrunners have entered into a placing agreement (the “”) with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the UK Joint Bookrunners have severally (and not jointly or jointly and severally), as agents for and on behalf of the Company, agreed to use their respective reasonable endeavours to procure Placees for the UK Placing Shares at a price of 85.0 pence per UK Placing Share (the “”). The number of UK Placing Shares in the UK Placing will be determined following completion of the UK Bookbuild and set out in a term sheet to be entered into between the UK Joint Bookrunners and the Company (the “”). The final number of UK Placing Shares, Subscription Shares and the number of Icelandic Placing Shares will be decided at the close of the UK Bookbuild. The timing of the closing of the UK Bookbuild and allocations will be at the discretion of the UK Joint Bookrunners. Details of the number of UK Placing Shares, Subscription Shares and the number of Icelandic Placing Shares will be announced as soon as practicable after the close of the UK Bookbuild.

In accordance with the terms and subject to the conditions in the Placing Agreement, the UK Placing is not underwritten by the UK Joint Bookrunners and in the event that subscribers are not obtained for all or any of the UK Placing Shares (being the “”) or in the event of a default to make payment by any subscribers procured by either UK Joint Bookrunner, there will be no obligation on either UK Joint Bookrunner to subscribe for any Unplaced Shares or defaulted UK Placing Shares.

The UK Placing Shares will, when issued, be subject to the constitutional documents of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Common Shares in the capital of the Company, including the Subscription Shares and the Icelandic Placing Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Common Shares after the date of issue of the UK Placing Shares.

Alongside the UK Placing, the Company has proposed a placing in Iceland of new depositary receipts of new Common Shares at the Placing Price, being the “”. Acro and Landsbankinn are acting as joint bookrunners in connection with the Icelandic Placing. The Company has entered into a service agreement with Acro and Landsbankinn in relation to the Icelandic Placing (“”).

Pursuant to the Fundraising, the Company is seeking, in aggregate, to raise minimum gross proceeds of £30.0 million (equivalent to approximately C$55.5 million or ISK 5.1 billion). Alongside the UK Placing and Icelandic Placing, the Company has also procured certain subscriptions of Subscription Shares at the Placing Price, being the Subscription. For the avoidance of doubt, these Terms and Conditions set out in this Appendix apply to the UK Placing, but do not apply to the Icelandic Placing or the Subscription.

As set out under “Conditions of the UK Placing”, the UK Placing is conditional upon, amongst other things, the Icelandic Service Agreement and the Subscription Agreements being wholly unconditional. The Icelandic Placing is conditional upon, amongst other things, the Icelandic Service Agreement not having been terminated prior to the subscription for the Icelandic Placing Shares and the conditional approval of the TSX-V.

Application will be made to the London Stock Exchange for admission of the Fundraising Shares, including the UK Placing Shares, to trading on AIM (“”).

It is expected that Admission will become effective at 8.00 a.m. (London time) on 30 June 2025 (or such later date as may be agreed between the Company and the UK Joint Bookrunners).

The Company will apply for conditional approval of the TSX-V, with respect to the UK Placing Shares (and all other Fundraising Shares), subject to the satisfaction by the Company of any conditions imposed by the TSX-V. As a prospectus is required to be published for the admission of the Fundraising Shares to the Icelandic Exchange (the “”), it is expected that admission of the Fundraising Shares on the TSX-V will become effective on or around 9.30 a.m. (Toronto time) on 30 June 2025 (or such later date as may be agreed between the Company and the UK Joint Bookrunners).

The Company will apply for listing of the Fundraising Shares, including the UK Placing Shares, on the Icelandic Exchange, with admission expected to become effective at 9.30 a.m. (Reykjavik time) on 30 June 2025. 

The UK Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The UK Joint Bookrunners’ obligations under the Placing Agreement are conditional on (but not limited to) the following:

If (a) any of the conditions set out in the Placing Agreement, including those described above, in relation to the UK Placing are not fulfilled or waived by the UK Joint Bookrunners by the respective time or date where specified (or such later time or date as the Company and the UK Joint Bookrunners may agree, save that such time shall not be extended beyond 8.00 a.m. (London time) on the Long Stop Date); (b) any of such conditions becomes incapable of being fulfilled; or (c) the Placing Agreement is terminated in the circumstances specified below, the UK Placing will not proceed and each Placee’s rights and obligations hereunder in relation to the UK Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee against any of the Company or either UK Joint Bookrunner in respect thereof.

The UK Joint Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission may not be waived. Any such extension or waiver will not affect Placees’ commitments as set out in this Announcement. Each UK Joint Bookrunner may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Placees will have no rights against either UK Joint Bookrunner or the Company under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise. 

Neither UK Joint Bookrunner, nor any of its Affiliates, nor any of its or its Affiliates’ directors, officers, employees, agents or advisers shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the UK Placing nor for any decision it may make as to the satisfaction of any condition or in respect of the UK Placing generally and by participating in the UK Placing each Placee agrees that any such decision is within the absolute discretion of the UK Joint Bookrunners.

By participating in the UK Bookbuild, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under “Termination of the UK Placing” below and will not be capable of rescission or termination by it.

Each UK Joint Bookrunner is entitled to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if at any time before Admission in the opinion of either UK Joint Bookrunner (acting in good faith):

On the occurrence of any one or more of the above-mentioned circumstances, either UK Joint Bookrunner may, in its absolute discretion, by notice in writing to the Company (or by orally communicating the same to the Company and the other UK Joint Bookrunner), terminate the Placing Agreement with immediate effect. If circumstances arise that would allow either UK Joint Bookrunner to terminate the Placing Agreement, it may nevertheless determine to allow Admission to proceed. In addition, if both UK Joint Bookrunners do not give notice to terminate the Placing Agreement in circumstances where they are able, the UK Joint Bookrunner who does not give such notice may allow Admission to proceed and will assume the obligations which remain to be performed under the Placing Agreement by the UK Joint Bookrunner who has given notice to terminate.

By participating in the UK Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the “Conditions of the UK Placing” section above and will not be capable of rescission or termination by it after oral confirmation by the relevant UK Joint Bookrunner following the close of the UK Bookbuild.

By participating in the UK Bookbuild, each Placee agrees with the Company and the UK Joint Bookrunners that the exercise by the Company or the UK Joint Bookrunners of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the UK Joint Bookrunners or for agreement between the Company and the UK Joint Bookrunners (as the case may be) and that neither the Company nor the UK Joint Bookrunners need make any reference to, or undertake any consultation with, Placees and that neither they nor any of their respective Affiliates’, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

The UK Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the UK Placing or the UK Placing Shares and Placees’ commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement, and any Exchange Information previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to any further terms set forth in the contract note sent to individual Placees.

Each Placee, by participating in the UK Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to the UK Joint Bookrunners and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or the UK Joint Bookrunners or their respective Affiliates or any other person and none of the UK Joint Bookrunners or the Company, or any of their respective Affiliates or any other person will be liable for any Placee’s decision to participate in the UK Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the UK Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

The Company has undertaken to the UK Joint Bookrunners that, between the date of the Placing Agreement and 120 calendar days after the Closing Date, it will not, without the prior written consent of the UK Joint Bookrunners, enter into certain transactions involving or relating to the Common Shares, subject to certain customary carve-outs agreed between the UK Joint Bookrunners and the Company.

By participating in the UK Placing, Placees agree that the exercise by the UK Joint Bookrunners of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the UK Joint Bookrunners and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Settlement of transactions in the UK Placing Shares (ISIN: CA00108V1022) following Admission will take place within the relevant system administered by Euroclear (“”), using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, the UK Joint Bookrunners and the Company reserve the right to require settlement for, and delivery of, the UK Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.

In order to enable Placees in the United Kingdom to settle their securities through CREST, the Company has appointed Computershare Investor Services plc to act as a depositary (the “”) to hold the Common Shares and issue dematerialised depositary interests representing the underlying Common Shares (“”). The Depositary will hold the Common Shares on trust for the relevant shareholders.

The Depositary Interests are independent English securities and held on a register maintained by the Depositary. The Depositary Interests have the same security code and ISIN number as the underlying Common Shares which they represent and do not require a separate admission to AIM. Any references to UK Placing Shares in this Announcement shall include any Depositary Interests issued in relation to the same.

Following the close of the UK Bookbuild for the UK Placing, each Placee allocated UK Placing Shares in the UK Placing will be sent a contract note stating the number of UK Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant UK Joint Bookrunner and settlement instructions. It is expected that such contract note will be despatched on or around 12 June 2025 and that this will also be the trade date.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant UK Joint Bookrunner. The Company will deliver the UK Placing Shares to a CREST account or account operated by each UK Joint Bookrunner as agent for the Company and the relevant Bank will enter its delivery instruction into the CREST system. Each UK Joint Bookrunner will hold any UK Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant UK Placing Shares to that Placee against payment. It is expected that settlement will be on 30 June 2025 on a T+12 basis in accordance with the instructions given to the UK Joint Bookrunners.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above SONIA as determined by the UK Joint Bookrunners.

Each Placee agrees that, if it does not comply with these obligations, the UK Joint Bookrunners (or either of them) may sell any or all of their UK Placing Shares on their behalf and retain from the proceeds, for the Company’s own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its UK Placing Shares on its behalf.

If UK Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note is copied and delivered immediately to the Relevant Person within that organisation. Insofar as UK Placing Shares are registered in a Placee’s name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such UK Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the UK Placing.

By participating in the UK Bookbuild, each Placee (and any person acting on such Placee’s behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (for itself and for any such prospective Placee) with each UK Joint Bookrunner (in its capacity as placing agent of the Company in respect of the UK Placing) and the Company, in each case as a fundamental term of its application for UK Placing Shares, the following:

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as each UK Joint Bookrunner (for its own benefit and, where relevant, the benefit of its Affiliates and any person acting on its or their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that neither UK Joint Bookrunner nor the Company owes any fiduciary or other dues to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Please also note that the agreement to allot and issue UK Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the UK Placing Shares in question. Neither the Company, nor either Bank will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest and penalties relating thereto) arising in relation to the UK Placing Shares in any other circumstances.

Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the UK Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the UK Placing Shares into a clearance service. Neither UK Joint Bookrunner nor the Company are liable to bear any stamp duty or stamp duty reserve tax or any other similar dues or taxes (“”) that arise: (a) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of UK Placing Shares); or (b) on a sale of UK Placing Shares; or (c) for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the UK Placing as an agent or nominee) the allocation, allotment, issue or delivery of UK Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold each UK Joint Bookrunner and/or the Company and their respective Affiliates harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that either UK Joint Bookrunner or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the UK Placing Shares. Each Placee acknowledges and is aware that each UK Joint Bookrunner is receiving a fee in connection with its role in respect of the UK Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with either UK Joint Bookrunner, any money held in an account with either UK Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant UK Joint Bookrunner’s money in accordance with the client money rules and will be used by such UK Joint Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of such UK Joint Bookrunner.

All times and dates in this Announcement may be subject to amendment by the UK Joint Bookrunners (in their absolute discretion). The UK Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

Time shall be of the essence as regards obligations pursuant to this Announcement.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of each UK Joint Bookrunner and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to the UK Joint Bookrunners:

(a)        if he or she is an individual, his or her nationality; or

(b)      if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

REFERENCE IS MADE TO APPENDIX 1 REGARDING IMPORTANT INFORMATION FOR ICELANDIC SUBSCRIBERS INVITED TO PARTICIPATE IN THE ICELANDIC PLACING.

In particular, each such Icelandic Subscriber represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

Following this Announcement, the Icelandic Joint Bookrunners will commence the Icelandic Bookbuild to determine demand for participation in the Icelandic Placing by Icelandic Subscribers. The book will open with immediate effect following release of this Announcement. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Icelandic Placing.

The Icelandic Joint Bookrunners and the Company shall be entitled to effect the Icelandic Placing by such alternative method to the Icelandic Bookbuild as they may, in their sole discretion, determine.

The Icelandic Joint Bookrunners are acting as placing agents in connection with the Icelandic Placing. The Icelandic Joint Bookrunners have entered into a Icelandic Service Agreement with the Company under which, on the terms and subject to the conditions set out in the Icelandic Service Agreement, the Icelandic Banks have severally (and not jointly or jointly and severally), as agents for and on behalf of the Company, agreed to use their respective reasonable endeavours to procure Icelandic Subscribers for the Icelandic Placing Shares at a price of ISK 144 per Icelandic Placing Share (the “”), being equivalent to the UK Placing Price, using the mid-rate published by the Central Bank of Iceland on the date of this Announcement. The final number of UK Placing Shares, Subscription Shares and Icelandic Placing Shares will be decided at the close of the Icelandic Bookbuild. The timing of the closing of the Icelandic Bookbuild will be at the discretion of the Icelandic Joint Bookrunners and allocations will be at the discretion of the Company. Details of the number of UK Placing Shares, Subscription Shares and the Icelandic Placing Shares will be announced as soon as practicable after the close of the Icelandic Bookbuild.

The Icelandic Placing is not underwritten by the Icelandic Joint Bookrunners and in the event that subscribers are not obtained for all or any of the Icelandic Placing Shares or in the event of a default to make payment by any Icelandic Subscriber, there will be no obligation on either Icelandic Joint Bookrunner to subscribe for any unsold or unpaid Icelandic Placing Shares.

The Icelandic Placing Shares will, when issued, be subject to the constitutional documents of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Common Shares in the capital of the Company, including the Subscription Shares and the UK Placing Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Common Shares after the date of issue of the Icelandic Placing Shares.

Alongside the Icelandic Placing, the Company has proposed a placing in the UK and certain other jurisdictions of the UK Placing Shares at the Placing Price. The UK Joint Bookrunners are acting as joint bookrunners in connection with the UK Placing.

Pursuant to the Fundraising, the Company is seeking, in aggregate, to raise minimum gross proceeds of ISK5.1 billion (equivalent to approximately C$55.5 million or £30.0 million). Alongside the UK Placing and Icelandic Placing, the Company has also procured certain subscriptions of Subscription Shares at the Placing Price, being the Subscription. For the avoidance of doubt, these Terms and Conditions set out in this Appendix apply to the Icelandic Placing, but do not apply to the UK Placing or the Subscription.

The subscription of each Icelandic Subscriber to the Icelandic Placing Shares and their respective payment of the Icelandic Placing Price in accordance with their allocation is conditional upon:

The issuance of the Icelandic Placing Shares by the Company and the delivery of depositary receipts representing such Placing Shares is conditional upon:

If any of the conditions set out above are not fulfilled or waived by the Icelandic Joint Bookrunners (in their sole and absolute discretion) prior to the relevant deadline, which shall in no event be later than 8.00 a.m. (London time) on the Long Stop Date, the Icelandic Placing will not proceed and each Icelandic Subscriber’s rights and obligations hereunder in relation to the Icelandic Placing Shares shall cease and terminate at such time and each Icelandic Subscriber agrees that no claim can be made by the Icelandic Subscriber against any of the Company or either Icelandic Joint Bookrunner in respect thereof.

After issuance of the Icelandic Placing Shares, a corresponding amount of depositary receipts will be delivered to the Icelandic Subscribers by the Icelandic Joint Bookrunners on or around the business day falling two business days from the date on which the Icelandic Joint Bookrunners receive the depositary receipts from Arion Bank hf., who is acting as a depositary for the Company, holding Common Shares and issuing authorised depositary receipts representing the underlying Common Shares. The Fundraising Shares will be admitted to trading on the Icelandic Exchange.

Following the close of the Icelandic Bookbuild, each Icelandic Subscriber allocated Icelandic Placing Shares will be sent a confirmation stating the number of Icelandic Placing Shares to be allocated to it at the Icelandic Placing Price, the aggregate amount owed by such Icelandic Subscriber to the Company and settlement instructions.

Each Icelandic Subscriber agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the certificated settlement instructions provided in their allocation confirmation.

If payment is not received on its final due date, as indicated in the confirmation notice, the Company reserves the right to collect the amount due with penalty interest in accordance with Act No 38/2001 on Interest and Indexation.

The Company further reserves the right to unilaterally annul and cancel unpaid subscriptions on their final due date and sell any unpaid Icelandic Placing Shares at any price and by any means, to other investors or third parties in lieu of collecting the debt owed without limiting the liability of the Icelandic Subscriber towards the Company. Should the Company cancel subscriptions and sell the unpaid Icelandic Placing Shares to a third party at a price which is lower than the amount owed (including interest), the defaulting Icelandic Subscriber is liable for any damage this may cause the Company, including but not limited to, damages relating to the following:

By participating in the Icelandic Bookbuild, each Icelandic Subscriber (and any person acting on such Icelandic Subscriber’s behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (for itself and for any such prospective Icelandic Subscriber) with each Icelandic Joint Bookrunners (in its capacity as placing agent of the Company in respect of the Icelandic Placing) and the Company, the following:

1. that it has relied on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Icelandic Placing and that neither Icelandic Joint Bookrunner nor any of its Affiliates has made any representations to it, express or implied, with respect to the Company, the Icelandic Bookbuild, the Icelandic Placing or the Icelandic Placing Shares or the accuracy, completeness or adequacy of any information provided or available to the Icelandic Subscriber, and each of them expressly disclaims any liability in respect thereof;
2. that it understands that the Icelandic Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state of other jurisdiction of the United States and are not being offered or sold within the United States or to or for the account or benefit of US persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
3. that it acknowledges that no action has been or will be taken by the Company, either Icelandic Joint Bookrunner, their respective Affiliates or any person acting on its or their behalf that would, or is intended to, permit a public offer of the Icelandic Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
4. that it and any person acting on its behalf is entitled to acquire the Icelandic Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in either Icelandic Joint Bookrunner, the Company or any of their respective Affiliates acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Icelandic Placing;
5. that it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Icelandic Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;
6. that it is an EEA Qualified Investor;
7. that it has not offered or sold and, prior to the expiry of a period of six months from admission, of the Icelandic Placing Shares to the Icelandic Exchange will not offer or sell any Icelandic Placing Shares to persons in the EEA, except to EEA Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state in the EEA within the meaning of Article 2(d) of the EU Prospectus Regulation;
8. if it has received any inside information (as that term is defined in MAR) about the Company in advance of the Icelandic Placing, it has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person except as permitted by MAR, prior to the information being made publicly available;
9. that: (a) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to purchase the Icelandic Placing Shares under the laws of all relevant jurisdictions which apply to it; (b) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (c) it has not taken any action which will or may result in the Company, either Icelandic Joint Bookrunner, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Icelandic Placing; and (d) that the subscription for and purchase of the Icelandic Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
10. neither Icelandic Joint Bookrunner, nor any of its Affiliates nor any person acting on its or their behalf is making any recommendations to it, or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Icelandic Placing and that participation in the Icelandic Placing is on the basis that it is not and will not be a client of either Icelandic Joint Bookrunner and that neither of them has any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Icelandic Placing;
11. that these terms and conditions set out in this Appendix 3, any related agreements and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of Iceland and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of Icelandic as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Icelandic Placing Shares (together with any interest chargeable thereon) may be taken by either Icelandic Joint Bookrunner or the Company in any jurisdiction in which the relevant Icelandic Subscriber is incorporated or in which any of its securities have a quotation on a uthorizes stock exchange;
12. that each Icelandic Joint Bookrunner, the Company and their respective Affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each Icelandic Joint Bookrunner on its own behalf and on behalf of the Company and are irrevocable and it irrevocably uthorizes each Icelandic Joint Bookrunner and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
13. that in making any decision to acquire the Icelandic Placing Shares: (a) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Icelandic Placing Shares; (b) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Icelandic Placing; (c) it has relied on its own examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Icelandic Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of either Icelandic Joint Bookrunner; (d) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Icelandic Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its decision to acquire the Icelandic Placing Shares; and (e) it will not look to the Company, either Icelandic Joint Bookrunner, any of their respective Affiliates or any person acting on its or their behalf for all or part of any such loss or losses it or they may suffer;
14. it understands that certain personal information may be collected by the Company for the purposes of completing the Fundraising, which includes, without limitation, determining its eligibility to purchase the shares under Canadian securities laws and other applicable securities laws and completing filings required by any securities commission or other regulatory authority; that its personal information may be disclosed by the Company to: (a) securities commissions or stock exchanges, (b) the Canada Revenue Agency or other taxing authorities, and (c) any of the other parties involved in the Fundraising, including legal counsel to the Company, the UK Joint Bookrunners, the Icelandic Joint Bookrunners and any dealer who sells shares to such purchaser and may be included in record books in connection with the Fundraising; and that by purchasing the shares, it will be deemed to have consented to the foregoing collection, use and disclosure of its personal information and the filing of copies or originals of any of its documents submitted hereunder as may be required to be filed with any securities commission or stock exchange in connection with the transactions contemplated hereby;
15. it understands that certain information provided by it, including its name, address, telephone number and email address, the number of shares being purchased, the exemption being relied upon by it in purchasing the shares and its registrant or insider status, if applicable, will be disclosed to the applicable securities regulatory authorities, such information is being collected by such securities regulatory authorities under the authority granted to each of them under securities legislation and it will be deemed to have authorised the indirect collection of such information by such securities regulatory authorities. This information is being collected for the purposes of the administration and enforcement of the securities legislation of such jurisdictions. In the event the purchaser has any questions with respect to the indirect collection of such information by such securities regulatory authorities and regulators, it should contact the applicable securities regulatory authority or regulator using the contact information on the Canadian Securities Administrators website: https://www.securities-administrators.ca/about/contact-us/; and
16. if required by applicable Canadian or Icelandic securities laws (including any policies of the TSX-V or Nasdaq Iceland hf.), it will execute, deliver and file or assist the Company in filing such report, undertakings and other documents relating to the purchase of the shares as may be required.

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as each Icelandic Joint Bookrunner (for its own benefit and, where relevant, the benefit of its Affiliates and any person acting on its or their behalf) and are irrevocable.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of each Icelandic Joint Bookrunner and the Company under the terms and conditions provided for in this Appendix 3 are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

The following definitions apply throughout this Announcement unless the context otherwise requires:

Unless otherwise indicated in this Announcement, all references to “”, “”, “pounds”, “pound sterling”, “sterling”, “p”, “penny” or “pence” are to the lawful currency of the UK. All references to “C$”, “CAD” or “Canadian Dollars” are to the lawful currency of Canada. All references to “ISK” are to the lawful currency of Iceland.

Technical Glossary

The following is a summary of technical terms:

Exploration drilling: Drilling conducted to explore and evaluate mineral deposits.

Preliminary Economic Assessment: A study, other than a pre-feasibility or feasibility study, that includes an economic analysis of the potential viability of mineral resources.

Feasibility studies: Comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable Modifying Factors (as defined in the CIM Definition Standards on Mineral Resources and Mineral Reserves (May 2014)) together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically mineable).

Mineral resource: A concentration or occurrence of solid material of economic interest in or on the earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction.

Inferred Mineral Resource: A mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling.

Indicated Mineral Resource: A mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit.

Dolerite Dyke model: A geological model used by Amaroq to predict high-grade zones within the Nalunaq mine.

Environmental Impact Assessment (EIA): A study to assess the environmental effects of a proposed project.

Social Impact Assessment (SIA): A study to assess the social effects of a proposed project.

Impact Benefit Agreement: An agreement between a company and stakeholders to ensure that the benefits of a project are shared with the local community.

Front-End Engineering Design (FEED) study: A study conducted to define the technical requirements and cost estimates for a project.

Pb: Lead

Zn: Zinc

Ag: Silver

Au: Gold

g: grams

g/t: games per tonne

km: kilometers

Koz: thousand ounces

M: meters

MRE3; Mineral Resource Estimate 2022

MRE4: Mineral Resource Estimate 2024

Oz: ounces

t: tonnes

t/m³: tonne per cubic meter

USD/ozAu: US Dollar per ounce of gold

        ¹ Based on plant Design Criteria of 300t/d capacity, Annual Ore mined is based on 330 days, on 93.4% utilization this equates to 280t/d processing throughput for the years when production is stabilised and at steady state, total Resource ounces of 484kOz at 15g/t diluted grade for the years 2028 to 2035.