Chairman’s Corporate Governance Statement
The information was reviewed on March 24, 2026.
As Chairman of the Board of Directors of Amaroq, I remain committed to upholding robust corporate governance and to maintaining an effective Board that provides sound leadership, strategic direction, and accountability. A well-governed Board is essential for the long-term success of the Company, and I continue to ensure that it operates with the appropriate structures, skills, and systems in place to fulfil its responsibilities effectively. This includes ensuring that Directors are supported with timely access to information and that our governance frameworks evolve in line with our growing business and stakeholder expectations.
Amaroq is subject to governance requirements across multiple jurisdictions, reflecting its listings on:
- the AIM market of the London Stock Exchange in the United Kingdom, and
- the Nasdaq Iceland Main Market,
as well as its status as a reporting issuer in Canada.
We recognise that our investors are located across these markets, and we are therefore committed to maintaining high standards of governance and transparency, meeting and, where appropriate, exceeding the expectations of each regulatory framework.
Canadian Requirements
As a reporting issuer in the Canadian province of Ontario and incorporated under the Canada Business Corporations Act (CBCA), Amaroq complies with Canadian corporate governance standards applicable to publicly listed companies.
In particular, Amaroq is subject to:
• NI 58-101 – Disclosure of Corporate Governance Practices, accessible at https://www.osc.ca/en/securities-law/instruments-rules-policies/5/58-101), which mandates public disclosure of governance practices, and
• NP 58-201 – Corporate Governance Guidelines, (accessible at https://www.osc.ca/en/securities-law/instruments-rules-policies/5/58-201) which provides non-binding guidance to assist issuers in developing effective governance frameworks.
Amaroq has established and follows corporate governance practices appropriate for its stage of development and its status as a Canadian reporting issuer, including the composition of its Board and committees, disclosure practices, and internal controls.
UK Requirements – AIM and QCA Code
Since listing on the AIM market of the London Stock Exchange in July 2020, Amaroq has complied with the Quoted Companies Alliance (QCA) Corporate Governance Code (can be accessed through https://www.theqca.com/qca-corporate-governance-code-public/), which is the recognised corporate governance standard for smaller quoted companies on AIM.
The QCA Code adopts a principles-based approach and requires companies to either “comply or explain” how they have applied the 10 principles set out in the Code. The Board has adopted this framework and believes that the Company complies fully with the QCA Code.
We view the QCA Code as an effective tool for good governance and transparency, particularly given the diverse shareholder base and cross-border nature of our operations.
Icelandic Requirements – Nasdaq Main Market
Following our admission to the Nasdaq Iceland Main Market in September 2023, Amaroq has adopted the Guidelines on Corporate Governance published by published by the Iceland Chamber of Commerce, Nasdaq Iceland and SA Confederation of Icelandic Enterprise (accessible at https://leidbeiningar.is/english/). These guidelines are based on internationally recognised standards and promote transparency, accountability, and effective oversight. They apply to all companies admitted to trading on the Nasdaq Main Market in Iceland.
The Board has resolved to comply with these guidelines in full, with the single exception of the composition of the Nomination Committee, as detailed in article 1.4 of the Icelandic Guidelines. Due to Amaroq’s obligations under Canadian law, our Nomination Committee is composed of directors only, with a majority of independent directors, in line with the requirements of Canadian securities regulation.
Governance in Practice
Amaroq operates five Board committees, each with formal terms of reference and delegated authority:
• Audit and Risk Management Committee
• Corporate Governance and Nomination Committee
• Technical, Safety and Sustainability Committee
• Compensation Committee
• Disclosure Committee
These committees provide oversight and governance across key areas of our operations and report directly to the Board.
The disclosures required to be included in the Corporation’s website in respect of the QCA Corporate Governance Code and the Guidelines on Corporate Governance published by the Iceland Chamber of Commerce, Nasdaq Iceland and SA Confederation of Icelandic Enterprise can be found at www.amaroqminerals.com/about/qca-code-disclosures/. We affirm that there were no significant changes to our corporate governance arrangements during the reporting period.
The Board continues to evaluate the effectiveness of our governance frameworks to ensure that they remain appropriate as the Company advances its development strategy.
As Chairman, I bear ultimate responsibility for the quality and integrity of Amaroq’s governance. Central to this is the role of a well-functioning, balanced, and engaged Board. Our directors bring a breadth of experience and an independent mindset that supports rigorous oversight and strategic thinking. I am confident that the Board remains well-positioned to guide the Company in delivering long-term shareholder value while upholding the highest standards of corporate governance.
We are grateful for the trust of our shareholders and remain fully committed to transparency, ethical leadership, and continuous improvement in governance.
Graham Stewart
Chairman
Amaroq Ltd.
QCA Code Overview
The QCA Code has ten principles of corporate governance, these are:
- Establish a strategy and business model which aims to promote long-term value for shareholders;
- Seek to understand and meet shareholder needs and expectations;
- Take into account wider stakeholder and social responsibilities and their implications for long-term success;
- Embed effective risk management, considering both opportunities and threats, throughout the organisation;
- Maintain the board as a well-functioning balanced team led by the Chair;
- Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities;
- Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
- Promote a corporate culture that is based on ethical values and behaviours;
- Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board;
- Communicate how the Corporation is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
The Corporation believes that it is in compliance with the QCA Code.
QCA Code Analysis
Establish a strategy and business model which promote long-term value for the shareholders
The Board maintains a shared and consistently articulated view of Amaroq’s purpose, business model, and strategy.
Amaroq is strategically focused on developing a full-cycle gold and critical mineral mining company in Greenland, leveraging its early-mover advantage and high-impact licence portfolio. With the redevelopment of the Nalunaq gold project and the parallel development of a robust pipeline of critical mineral targets, Amaroq is uniquely positioned to deliver long-term value to shareholders.
A major strategic milestone was achieved on November 27, 2024, with the successful first gold pour at Nalunaq, marking the transition from development into early-stage production. Commissioning of the processing plant continued through Q4 2024 and into Q1 2025, with the operational team systematically bringing equipment online and working to establish a stable processing cycle. With the completion of plant cladding and full enclosure expected in 2025, operational stability and throughput efficiency are expected to improve further.
To manage and mitigate strategic risks, Amaroq maintains an actively managed Risk Matrix, covering both operational and corporate domains. These risks have been comprehensively reviewed in the context of the Company’s strategic priorities, ensuring that key risk areas – such as supply chain reliability, development timelines, environmental regulation, and funding flexibility – are incorporated into Board-level decision-making.
In accordance with regulatory best practice across our listing jurisdictions (AIM and Nasdaq Iceland), as well as our Canadian regulatory status, the Board oversees the continuous alignment of the Company’s governance and internal control systems with evolving stakeholder expectations.
Furthermore, Amaroq’s remuneration structures have been designed to support long-term value creation. Executive remuneration is closely aligned to strategic milestones, including delivery of project development targets and securing key regulatory approvals. Amaroq operates both a Stock Option Plan and a Restricted Share Unit (RSU) Plan, with performance-based elements tied to corporate and individual performance. These schemes are reviewed annually for alignment with shareholder interests and sector norms.
The Board believes that Amaroq’s strategy, supported by a disciplined execution model and an adaptive risk framework, places the Company in a strong position to generate sustained shareholder value while contributing positively to Greenland’s economic development.
Seek to understand and meet shareholder needs and expectations
The Board is committed to developing and maintaining a thorough understanding of shareholder needs and expectations. The Directors recognise that shareholder engagement is not only a regulatory obligation but a vital part of building trust and ensuring that investor perspectives are factored into the Company’s strategy and governance approach. The Board regularly considers the motivations behind shareholder voting decisions and uses these insights to inform its stewardship.
To support this, Amaroq draws on the combined input of its corporate brokers, in-house investor relations function, and an external public relations firm. These relationships facilitate regular and structured communication with our shareholder base. Our Nominated Adviser and Broker, Panmure Liberum Ltd, provides the Company with periodic briefings on investor sentiment and market conditions relevant to our shareholder profile across the markets.
Amaroq maintains a strong commitment to open, two-way communication with its shareholders. The Company ensures clarity and transparency through multiple channels, including:
• Regulatory announcements issued through the appropriate disclosure platforms in each jurisdiction. Along with announcements, periodic corporate presentations are published on the Company’s website to communicate major developments, financing milestones, or updates on exploration and development activities;
• Annual Reports and quarterly financial results, which are published and announced on the scheduled release date, accompanied by Management Discussion & Analysis (MD&A) Interim Results. They provide detailed insight into our strategic progress and financial performance. On the same day as results are published, Amaroq holds a remote presentation for investors and analysts, the access details for which are included in the respective results announcement;
• Annual and Special Meetings of Shareholders, which include a live Q&A component that allows direct engagement with Directors.
Recognising the benefits of accessibility across jurisdictions, cost-efficiency, and environmental responsibility, and in response to positive shareholder feedback, Amaroq has adopted an online-only format for its Annual General Meetings. This approach ensures broad participation by shareholders regardless of location, while supporting the Company’s sustainability objectives and operational efficiency. The Board considers the format successful and confirms that it intends to maintain this online format for the 2025 Annual General Meeting.
To further enhance accessibility, the Company’s website includes a dedicated investor contact form and email channel. Submissions are reviewed promptly and routed to the appropriate team members for timely and accurate responses. Details of all corporate advisers, including legal counsel and registrars, are listed under the AIM Rule 26 disclosure page (https://www.amaroqminerals.com/investors/aim-rule-26/).
The Board places particular emphasis on maintaining direct engagement with institutional shareholders and long-term investors. This is supported through participation in investor roadshows, attendance at natural resources and mining conferences, and the hosting of capital markets days and investor briefings, which together ensure consistent and informed dialogue with the investment community across Amaroq’s key markets.
Amaroq’s website, www.amaroqminerals.com, remains a comprehensive and regularly updated resource for all shareholder communications. In addition to financial reports and regulatory disclosures, it provides access to archived presentations, operational updates, and ESG materials. The website is maintained to comply with AIM Rule 26 and the relevant listing obligations under the Nasdaq Iceland Main Market, as well as applicable Canadian regulatory requirements. The Board recognises that effective and accessible communication with shareholders is an ongoing priority and will continue to evolve our investor engagement strategy in line with our development as a multi-market listed company and active mine operator.
Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Board recognises that Amaroq’s long-term success depends on its ability to build and maintain strong relationships with a diverse group of stakeholders. These include the Government of Greenland, local communities near our licence areas, and the Corporation’s employees, contractors, and suppliers. Through meaningful engagement with these stakeholders, we align our operations with community needs, ensure regulatory integrity, and create shared value.
At the heart of Amaroq’s approach is our Core Purpose: “Creating a Greenlandic Legacy”. This principle underpins our social and environmental commitments and drives how we contribute to Greenland’s sustainable future. We prioritise understanding and respecting Greenlandic culture and traditions, fostering collaboration with local communities, and encouraging skills and knowledge transfer. Amaroq’s focus includes investing in youth development through training, mentoring, and employment initiatives such as the Siu Tsiu programme, and partnering with UArctic to deliver remote education and training for both apprentices and existing employees.
The Corporation supports community enrichment through targeted sponsorships that provide access to choirs, sports, and chess teams, and encourages local sourcing by working with sheep farmers and hunting associations to ensure that supplies are locally sourced wherever possible. Amaroq is also developing a programme for the reintroduction of reindeer into the Nalunaq Valley, in collaboration with local stakeholders, reflecting our broader approach to ecological restoration.
Environmental stewardship remains a priority. The Corporation has planted over 5,000 tree seedlings to date and is initiating a programme to plant 5,000 trees annually, contributing to biodiversity and climate resilience. We are also actively exploring the use of hydroelectric power and other green energy solutions to reduce the carbon footprint of our operations and, where feasible, provide surplus energy to nearby communities.
Strong relationships with the Government of Greenland are essential to our operations. Amaroq engages regularly with key government bodies, including Licensing, Inspection and Technical Services, the Geology department, and the Environment Agency for Mineral Resource Activities. We conduct all exploration and development activities in strict compliance with Greenlandic regulatory frameworks.
Amaroq fosters ongoing dialogue with community members through annual town meetings and monthly engagement with local business associations. The Corporation continues to prioritise local hiring through a Greenlandic procurement policy that ensures transparent and inclusive tendering processes.
Internally, Amaroq cultivates a supportive and inclusive workplace culture, providing all employees with opportunities for personal and professional development. Weekly team meetings enable direct communication between staff and executive leadership, fostering transparency and shared accountability. The Company upholds a comprehensive Code of Business Conduct and Ethics, supported by a formal Integrity Program for directors, officers, employees, consultants, and agents. These frameworks ensure that ethical behaviour, transparency, and accountability remain central to our governance and day-to-day operations.
Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board recognises that a robust and proactive risk management framework is critical to achieving Amaroq’s strategic objectives and maintaining long-term business resilience. The principal risks and uncertainties facing the business include strategic, operational, environmental, financial, and jurisdictional risks relevant to our activities in Greenland and across our listing markets.
Amaroq has implemented risk management procedures throughout the organisation, tailored to its current size, stage of development, and multi-jurisdictional presence. At the core of this framework is a comprehensive Risk Matrix, which identifies and assesses material risks from both operational and corporate perspectives. Each identified risk is accompanied by defined mitigation strategies, with the aim of reducing the likelihood and/or impact of those risks. The Risk Matrix is formally reviewed on a quarterly basis by the Audit and Risk Management Committee and regularly presented to the full Board.
For capital projects such as the development of the Nalunaq Gold Project, the Corporation maintains a dedicated project-level Risk Register. This tool captures potential risks specific to the project’s timeline, funding, logistics, and environmental context. Risks are assessed by likelihood and impact, and controls are evaluated for their adequacy. The register is subject to periodic review by both internal and external stakeholders and supports key project decisions in procurement, scheduling, permitting, and health and safety.
This integrated risk architecture directly supports strategic decision-making across the Corporation, including the appointment of senior management and advisors with experience in managing jurisdictional, infrastructure, and ESG-related challenges. Risk awareness is embedded across business functions and forms a standing part of project planning and operational execution.
As Amaroq transitions from development into operational mining, the Board is committed to continuously evolving the internal control environment. While the Corporation currently operates with a lean management structure appropriate to its development-stage status, internal policies and controls are reviewed regularly to ensure they remain aligned with risk exposure. The Board and management have already initiated the progressive enhancement of internal systems, including procurement and operational controls, to meet the requirements of a producing mining company.
In line with its obligations as a reporting issuer in Canada, and a listed entity on AIM and Nasdaq Iceland, the Corporation is committed to maintaining the integrity of its management information systems, internal controls, and compliance procedures. These are critical not only for risk mitigation but also for ensuring transparency and regulatory alignment across jurisdictions. The Board believes that the Corporation’s approach to risk management supports informed and agile decision-making and positions Amaroq to respond proactively to both threats and opportunities as it grows.
Maintain the Board as a well-functioning, balanced team led by the Chairman
As at 31 December 2024, the Board was comprised of one executive officer (Eldur Olafsson, CEO) and six non-executive directors. This followed the departure of Jaco Crouse, who stepped down as Chief Financial Officer and as a director on 3 June 2024. He was succeeded as CFO by Ellert Arnarson, who was appointed on 6 August 2024. Mr. Arnarson is an executive officer but has not joined the Board.
Independence Assessments
In accordance with Canadian corporate governance standards:
Of the non-executive Directors, the Board considers that Line Frederiksen, Graham Stewart (notwithstanding his being the Chairman of the Corporation), Warwick Morley-Jepson, David Neuhauser and Sigurbjorn Thorkelsson are “independent”.
Although Graham Stewart serves as Chairman of the Board, the Corporation continues to consider him independent for the purposes of Canadian governance standards. His role is characterised by a clear structural and functional separation from executive responsibilities, ensuring that his oversight of the CEO and management team is performed objectively and without operational involvement.
Mr. Stewart’s approach to governance is defined by measured impartiality and strategic focus. He does not participate in management activities and maintains a deliberate distance from day-to-day decision-making, allowing him to hold management to account effectively. His interactions with the executive team are framed within the context of Board leadership, performance evaluation, and forward-looking strategy, not operational control. This clear distinction is reinforced by the Corporation’s governance framework, which includes formal conflict of interest rules and procedural safeguards that support confidential discussions among directors, including matters relating to executive performance.
The Board regularly reviews the effectiveness of the Chairman’s role through peer feedback and evaluation, and affirms that Mr. Stewart continues to provide independent and balanced leadership to the Board. His contributions are recognised for their objectivity, transparency, and alignment with both the spirit and requirements of applicable Canadian corporate governance principles, as well as the Corporation’s commitment to maintaining high standards of independence and governance integrity.
From a UK corporate governance perspective:
The Board considers that Graham Stewart, Line Frederiksen, Warwick Morley-Jepson and Sigurbjorn Thorkelsson are “independent”, but David Neuhauser is not (as a result of his interest in common shares being over three percent of the share capital).
Aligned with UK corporate governance standards, the Board considers that Sigurbjorn Thorkelsson remains independent as a director, despite his beneficial ownership of 3% of the Corporation’s issued share capital. His conduct as a non-executive director continues to meet the expectations set out in the QCA Corporate Governance Code and AIM Rule 26.
Mr. Thorkelsson has consistently demonstrated that he is able to distinguish his responsibilities as a director from his position as a shareholder. His decision-making is based on the Corporation’s strategy, governance obligations, and long-term shareholder value, rather than on his individual shareholding. He complies fully with applicable conflict of interest policies and disclosure requirements, and there is no evidence of any influence of personal interests on his role.
Board records show that Mr. Thorkelsson has supported initiatives that benefit the Corporation and its shareholders as a whole. His input is focused on sound oversight and governance, and he regularly contributes to discussions on financing, market strategy, and stakeholder management. He brings valuable insight from his experience in capital markets and financial services, which strengthens the overall effectiveness of the Board.
The Board’s view is confirmed by the observations of other independent directors, who have worked closely with Mr. Thorkelsson and consider his approach to be independent, constructive, and fully aligned with the Corporation’s obligations to its shareholders. On this basis, the Board is satisfied that his shareholding does not affect his independence under UK standards.
In accordance with Icelandic corporate governance standards:
(as set out in the Guidelines on Corporate Governance issued by the Iceland Chamber of Commerce, Nasdaq Iceland, and SA Confederation of Icelandic Enterprise):
The Board considers that all non-executive directors were independent in accordance with the Icelandic Guidelines as at 31 December 2024.
The Board believes that it has an appropriate balance between executive and non-executive directors.
| Director Name | Independentin the UK | Independent in Canada | Independent in Iceland | Date of Appointment to the Corporation | Length of Service |
| Graham Stewart | Yes | Yes | Yes | 14th April 2017 | 8 years |
| Eldur Olafsson | No | No | No | 14th April 2017 | 8 years |
| Sigurbjorn Thorkelsson | Yes | Yes | Yes | 27th July 2020 | 4.5 years |
| Line Frederiksen | Yes | Yes | Yes | 9th June 2021 | 4 years |
| David Neuhauser | No | Yes | Yes | 9th June 2021 | 4 years |
| Liane Kelly | Yes | Yes | Yes | 26th August 2021 | 3.5 years |
| Warwick Morley-Jepson | Yes | Yes | Yes | 26th August 2021 | 3.5 years |
All non-executive directors are expected to commit a minimum of 12 days per year to their duties. In practice, all directors exceed this level of engagement through active Board participation, committee service, strategic planning, and interaction with management and shareholders.
Board meetings during 2024 were conducted in a transparent and collaborative manner, with all directors contributing to open discussion and decision-making. Senior management and external advisors are regularly invited to attend Board and committee sessions to ensure the Board receives comprehensive insight into the Corporation’s operations and risk profile.
The following is a table of Board and Committee meetings held during the year to December 31, 2024 and Directors’ attendance1:
| Board Meetings | Audit and Risk Management Committee | CompensationCommittee | Corporate Governance andNomination Committee | Technical, Safety and Sustainability Committee | |
| Total meetings held during the year | 25 | 4 | 5 | 2 | 5 |
| Member Attendance: | |||||
| Executive Directors | |||||
| Eldur Olafsson | 25 / 25 | ||||
| Jaco Crouse2 | 10 / 25 | ||||
| Non-Executive Directors | |||||
| Graham Stewart | 25 / 25 | 5 / 5 | 2 / 2 | ||
| Sigurbjorn Thorkelsson | 24 / 25 | 4 / 4 | 5 / 5 | ||
| David Neuhauser | 25 / 25 | 4 / 4 | 2 / 2 | ||
| Line Frederiksen | 25 / 25 | 4 / 4 | 5 / 5 | ||
| Liane Kelly3 | 25 / 25 | 2 / 2 | 5 / 5 | ||
| Warwick Morley-Jepson | 25 / 25 | 5 / 5 | 5 / 5 | ||
| Sander Grieve4 | 1 / 25 |
1. Does not include directors attending as invitees.
2. Chief Financial Officer and a director until 3 June 2024.
3. Liane Kelly took a short leave of absence for medical reasons which accounts for her absence from one board meeting and one TSS Committee meeting
4. Appointed to meet residency requirements; resigned upon continuance from CBCA.
Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
The Directors possess a comprehensive range of skills and experience necessary to effectively fulfil their roles. The Corporation maintains that the current composition of the Board aptly represents a diverse array of commercial and professional skills across various geographies and industries, with each Director bringing valuable experience in public markets.
The Corporate Governance and Nomination Committee conducted its annual review of the Board’s collective skills in 2024. This review confirmed that the Board features a proficient blend of expertise in areas including industry knowledge, change management, regulatory compliance, legal affairs, risk management, ESG practices, and financial oversight. The Corporate Governance and Nomination Committee continues to monitor the balance of capabilities in light of the Corporation’s transition from development to production and ongoing growth of its strategic minerals portfolio.
Line Frederiksen has substantial experience in Greenlandic infrastructure and is currently an independent consultant, working with Companies within the CFO services field. Until September 2022 she was CFO at Tuass (formerly Tele Greenland A/S), the leading provider of telecom solutions in Greenland, as well as being responsible for cybersecurity governance. Prior to being promoted to CFO, Ms. Frederiksen was the Head of Finance at Tele Greenland A/S and has previously had roles at Air Greenland. She is currently Chief Operating Officer at Air Greenland.
David Neuhauser has extensive capital markets and M&A experience and is the founder and managing director of event-driven hedge fund Livermore Partners in Chicago. He has invested in and advised global public companies for the past 22 years and has a strong track record of enhancing intrinsic value. Mr. Neuhauser currently sits on the board of Shareholders Gold Council, a Canadian corporation promoting best practices in the gold mining industry, AIM-quoted Jadestone Energy Plc, and Kolibri Global Energy Inc
Liane Kelly, appointed Senior Independent Director in April 2022, brings a wealth of ESG experience to the Board having enjoyed a successful career focused on advising natural resource companies on sustainability and CSR initiatives. Her expertise focuses on community engagement and social impact, both of which will be vital for Amaroq as the Corporation continues to build on its strong engagement with its Greenlandic stakeholders. Liane´s role as the Senior Independent Director includes working closely with and providing support to the Chair, acting as an intermediary for other directors as and when necessary, being available to shareholders and other non-executives to address any concerns or issues.
Warwick Morley-Jepson has significant experience in mining having spent over 41 years in the industry, holding various managerial and executive positions. His experience in mine development and operations at global mining firms is highly relevant to Amaroq as the Corporation continues to progress both the Nalunaq mine and its various exploration targets.
The Board is able to seek external professional advice where necessary in order to fulfil its duties effectively. The Corporation believes that the current Board composition is appropriate for its size, complexity, and stage of development, and that it supports effective governance and strategic leadership. The Board keeps its composition and balance of skills under regular review. It also reviews annually the appropriateness and opportunity for the continuing professional development of its directors, whether formal or informal, to ensure that all members of the Board remain current and effective in their responsibilities.
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Corporate Governance and Nomination Committee oversees an annual evaluation of the performance of the Board, its Committees, the Chair, and individual Directors, with special emphasis on CEO performance. This process ensures that governance arrangements remain effective and aligned with the Corporation’s development, while also supporting continuous improvement and accountability.
For the 2024 review, the Committee retained the established format, combining an anonymous electronic survey administered by an external provider with individual interviews conducted by the Senior Independent Director and Chair of the Corporate Governance and Nomination Committee, Liane Kelly. All Directors participated fully in the process.
The evaluation assessed Board organisation, strategic oversight, risk and internal controls, management interaction, committee performance, shareholder communications, and governance practices. Responses were supplemented with qualitative input from Directors and are reported to the full Board.
Key strengths identified included:
- The Board is viewed as well-structured, professional, and high-performing, with Directors fully engaged and well-prepared. The overall Net Promoter Score (NPS) of 43 reflected a strong level of satisfaction.
- Board meetings are well-organised and make effective use of time, with structured agendas, productive interaction, and access to timely information.
- The diversity of the Board was consistently recognised as a strength, offering a range of perspectives that supports robust decision-making.
- Relationships between the Board and management, particularly the CEO, were viewed as constructive and transparent.
- Financial oversight is effective, with Directors satisfied that key risks and financial developments are appropriately reviewed at Board level.
Constructive feedback and improvement areas included:
- Several Directors suggested reviewing the overall size and composition of the Board to ensure alignment with the Corporation’s evolving scale and focus.
- Directors expressed a desire for stronger alignment around strategy communication, noting that while the strategy is dynamic, it should be more clearly articulated and consistently understood by all members.
- Additional strength in finance and administration specific to international mining operations was suggested as a possible enhancement to Board capabilities.
- As the Corporation matures, Directors highlighted the opportunity to develop additional key performance indicators (KPIs) beyond financial and project milestones to track operational and ESG performance.
On risk and internal controls:
- Directors noted improvements in risk reporting, but called for further expansion of the risk matrix to include ESG, operational, safety, and social risks.
- Some Board members commented that while risks are identified and monitored, mitigation remains a challenge in certain areas, including weather, logistics, and contractor performance.
- The internal audit function was discussed. While current oversight is seen as sufficient for the Corporation’s stage, Directors anticipate that as Amaroq grows, deeper review of control environments and internal adherence to procedures will be required.
On committee performance:
All Board Committees were considered to be operating effectively and in accordance with their mandates. Directors expressed confidence in the committees’ leadership, composition, and reporting practices, while also noting opportunities for refinement in areas such as internal control oversight, meeting scheduling, and timeliness of materials.
On CEO evaluation and governance:
- The CEO’s performance was evaluated through a process led by the Senior Independent Director and the Chairman. The discussion covered both strengths and areas for further alignment with strategic objectives.
- Several Directors suggested that additional time together as a Board, and with senior management, would further strengthen cohesion and shared understanding of operational realities.
On shareholder and regulatory matters:
- Directors acknowledged that shareholder and regulatory communication is handled effectively, but identified that improvements can always be made, particularly as the Corporation continues to engage with broader institutional stakeholders and proxy advisers across multiple markets.
- Some noted that not all directors may be fully familiar with international governance standards and recommended ongoing awareness-building in this area.
- The evaluation also reaffirmed that each Committee was operating effectively in line with its Charter and contributed valuable reporting to the Board. The Board remains committed to continuous improvement and will address the observations from this review as part of its 2025 governance priorities.
Promote a corporate culture that is based on ethical values and behaviours
At Amaroq, one of our core values is leadership through professionalism. This principle guides our expectations for all employees, officers, consultants, and directors, who are encouraged to deliver high-quality work, act ethically, and represent the Corporation with integrity across all aspects of their role.
The Corporate Governance and Nomination Committee plays a central role in promoting and maintaining this ethical culture. It is responsible for ensuring that the tone at the top remains aligned with the Corporation’s values and that ethical and compliance expectations are clearly communicated and upheld throughout the organisation.
To support this, Amaroq has implemented a comprehensive suite of governance policies, including the Code of Business Conduct and Ethics, which addresses topics such as bribery, conflicts of interest, political contributions, and improper payments. These policies emphasise integrity and accountability and include provisions for protected reporting mechanisms, allowing concerns to be raised without fear of retaliation. The Company’s Code of Business Conduct and Ethics is publicly available on its website and applies to all directors, officers, employees, consultants, and contractors.
In addition, the Corporation’s Integrity Program serves as a practical guide for directors, officers, employees, and consultants, outlining expectations for conduct and providing step-by-step guidance on how to handle suspected breaches of ethical standards or corporate policies. The Integrity Program supports and complements other key governance documents, including the Insider Trading and Share Dealing Policy and additional internal procedures.
It is a standing obligation for every individual across the Corporation to report any activity or suspected activity that may compromise the integrity of the Corporation’s operations, governance, or financial reporting. Reports should be made when there is a reasonable and bona fide belief that misconduct has occurred, is occurring, or is likely to occur. This reinforces our commitment to a transparent, accountable culture that protects the interests of all stakeholders and sustains Amaroq’s reputation as a responsible operator in Greenland and beyond.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The primary responsibility of the Board is to provide effective governance and stewardship of the Company. The Board recognises that its decisions regarding strategy, capital allocation, risk management, and leadership not only shape the Company’s culture but also have a direct impact on long-term performance and shareholder value.
Good governance at Amaroq requires the Board’s active involvement in strategic oversight, operational and financial risk review, internal controls, and compliance with regulatory and market requirements across Canada, the United Kingdom, and Iceland. The Board is accountable for supervising senior management and must always act in the best interests of the Company, its shareholders, and other stakeholders. These responsibilities are carried out in accordance with Canadian law, the Company’s articles and by-laws, and the terms of reference adopted by the Board and its Committees.
The Corporate Governance and Nomination Committee plays a central role in developing and overseeing the Company’s governance framework. It ensures that Amaroq complies with applicable legal and regulatory requirements, adopts recognised best practices in governance, and operates in a manner that promotes transparency, professionalism, and accountability. This includes upholding the standards set forth in the Company’s Integrity Program and Code of Business Conduct and Ethics.
The Board meets at least quarterly, with additional meetings convened as required to address operational milestones, financing matters, and regulatory obligations. In support of its responsibilities, the Board delegates certain duties to five standing committees, each operating under formal terms of reference and reporting regularly to the Board.
Each committee plays a vital role in supporting the Board’s work, enabling informed, specialist oversight of the Company’s development-stage operations, listing compliance, technical activities, sustainability objectives, and disclosure practices. The governance structure is reviewed regularly to ensure it remains proportionate, effective, and suited to the Company’s evolving operational profile and multi-jurisdictional obligations.
Audit and Risk Management Committee: The primary function of the Audit and Risk Management Committee is to assist the Board in fulfilling its financial reporting and controls responsibilities to shareholders. The Terms of Reference for the Audit and Risk Management Committee can be found at the Corporation’s website at https://www.amaroqminerals.com/about/corporate-governance/.
Compensation Committee: The primary function of the Compensation Committee is to determine executive remuneration packages and to ensure that the remuneration policy and practices of the Corporation reward fairly and responsibly, with a clear link to corporate and individual performance.
The Terms of Reference for the Compensation Committee can be found at the Corporation’s website at https://www.amaroqminerals.com/about/corporate-governance/.
Corporate Governance and Nomination Committee: The Corporate Governance and Nomination Committee is responsible for reviewing the structure, size and composition of the Board and identifying and nominating, for the approval of Board, candidates to fill vacancies on the Board as and when they arise.
The Terms of Reference for the Corporate Governance and Nomination Committee can be found at the Corporation’s website at
Technical, Safety and Sustainability Committee: The role of the Technical Safety and Environmental Committee is to assist the Corporation and the Board in fulfilling their respective obligations relating to technical, health and safety, environmental and social matters concerning the corporation.
The Terms of Reference for the Technical, Safety and Sustainability Committee can be found at the Corporation’s website at https://www.amaroqminerals.com/about/corporate-governance/.
Disclosure Committee: The purpose of the Disclosure Committee is to assist the Board in fulfilling its responsibilities in respect of timely and accurate disclosure of all information and establishing and maintaining adequate procedures to comply with these obligations.
The Terms of Reference for the Disclosure Committee can be found at the Corporation’s website at https://www.amaroqminerals.com/about/corporate-governance/.
Each committee plays a vital role in supporting the Board’s work, enabling informed, specialist oversight of the Company’s operations, listing compliance, technical activities, sustainability objectives, and disclosure practices. The governance structure is reviewed regularly to ensure it remains proportionate, effective, and suited to the Company’s evolving operational profile and multi-jurisdictional obligations.
Communicate how the Corporation is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board is committed to maintaining regular and effective dialogue with shareholders and other stakeholders. Open communication supports accountability, enhances decision-making, and strengthens trust in the Company’s governance and long-term strategy.
The Company ensures that its website is kept up to date in accordance with AIM Rule 26, and provides investors with access to all material governance documents, financial statements, regulatory announcements, and investor presentations. The site includes the latest quarterly and annual financial results, accompanying Management Discussion and Analysis (MD&A), and all historical press releases.
Each year, the Company holds an Annual and Special Meeting of Shareholders, during which the annual results are presented and discussed. Shareholders receive a Management Information Circular in advance of the meeting, outlining the items of business and background information to support informed voting. The outcome of each resolution is published on the Company’s website, including an explanation of any follow-up action required in the event of significant dissent. To date, no such action has been necessary.
The Company actively promotes ongoing shareholder engagement through investor roadshows, meetings, earnings calls, and other events. Contact details and an investor inquiry form are available on the website, and investors are encouraged to subscribe to the mailing list for timely updates, including regulatory news and new corporate materials. In addition to formal channels, the Company maintains a presence on LinkedIn, X (formerly Twitter), and Instagram. Nalunaq
In accordance with the QCA Corporate Governance Code, the Company continues to enhance the quality of its annual disclosures and governance transparency. The governance section of this Annual Report reflects this ongoing commitment and will continue to evolve in response to stakeholder expectations, regulatory guidance, and the growth of the business.
The Mandate of the Board (Rules of Procedure)
Diversity Policy Statement
The Board recognises the benefits of diversity. Diversity encompasses diversity of perspective, experience, skills, background, knowledge, international and industry experience, and gender, amongst many other factors. A truly diverse Board will include and make good use of, the differences between, and other qualities of, its Directors. These differences will be considered in determining the optimum composition of the Board and where possible should be balanced appropriately. Notwithstanding the foregoing, all Board appointments will always be made on merit, in the context of the skills and experience the Board as a whole requires to be effective.
The Corporate Governance and Nomination Committee of the Board reviews and assesses the composition of the Board (including skills, knowledge, experience and diversity) and makes recommendations to the Board regarding any changes and the appointment of new Directors. The Committee also keeps under review the leadership needs of the Company with a view to ensuring the continued ability of the Company to compete effectively in the marketplace and oversees, with the Chairman, the process of evaluation of the performance of the Board.
In reviewing the composition of the Board and before any appointment is made, the Nomination Committee will consider, in accordance with, and as stated in, its terms of reference, the balance of skills, knowledge, experience and diversity on the Board.
In identifying suitable candidates for appointment to the Board, the Committee will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board.
If required, the Committee will engage appropriate executive search consultants for the search process for non-executive directors. The search process is expected to identify candidates from a variety of backgrounds and perspectives who meet the requirements for the role and with due consideration for the benefits of diversity. The Board will only engage executive search consultants who have signed up to the voluntary code of conduct for executive search firms on gender diversity on corporate boards.