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Greenland Mines (GRML) takes 9.9% AnorTech stake via share exchange and option

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Greenland Mines Ltd. entered into a Share Exchange Agreement with AnorTech Inc., acquiring 19,958,503 AnorTech common shares, which represent approximately 9.9% of AnorTech’s issued and outstanding common shares on a post-closing basis. As consideration, Greenland Mines issued 12,400,000 shares of its common stock to AnorTech on June 22, 2026.

The Agreement also grants Greenland Mines a six-month option to acquire up to an additional 25,168,669 AnorTech common shares at a per-share price equal to the greater of CAD$0.30 or AnorTech’s last TSXV closing price, with the option price payable in additional Greenland Mines common shares valued using volume weighted average trading prices. The 12,400,000 Greenland Mines shares were issued in an unregistered private placement under Section 4(a)(2) and/or Rule 506 of Regulation D.

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Insights

Greenland Mines is using stock to buy a 9.9% stake in AnorTech, with an option to increase its position.

Greenland Mines agreed to acquire 19,958,503 AnorTech shares, equal to about 9.9% of AnorTech’s post-closing common equity, by issuing 12,400,000 of its own shares. This is a share-for-share transaction rather than a cash acquisition, affecting ownership structures instead of near-term cash balances.

The Agreement also includes a six-month option to buy up to 25,168,669 more AnorTech shares at the higher of CAD$0.30 or the last TSXV closing price, settled in Greenland Mines stock valued at volume weighted average trading prices. The ultimate impact on existing shareholders depends on whether the option is exercised and the relative share prices at that time.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
AnorTech shares acquired 19,958,503 shares Initial stake under Share Exchange Agreement, ~9.9% post-closing
Ownership percentage in AnorTech 9.9% Approximate share of AnorTech issued and outstanding common shares post-closing
Greenland Mines shares issued 12,400,000 shares Consideration paid to AnorTech on June 22, 2026
Additional AnorTech shares under option 25,168,669 shares Maximum additional AnorTech shares purchasable within six months
Option floor price CAD$0.30 per share Minimum exercise price per AnorTech share under the option
Share Exchange Agreement financial
"Greenland Mines Ltd. entered into a Share Exchange Agreement with AnorTech Inc."
A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Section 4(a)(2) regulatory
"The shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Rule 506 of Regulation D regulatory
"and/or Rule 506 of Regulation D promulgated thereunder"
Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.
volume weighted average trading price financial
"valued based on the volume weighted average trading price of the Company’s common stock"
Volume weighted average trading price (VWAP) is the average price of a security over a set period, calculated by giving more weight to prices where more shares were traded — in other words, prices with higher volume count more. Investors use VWAP as a benchmark to judge trade execution and market activity: it helps tell whether a buy or sell occurred at a better or worse price than the market’s typical traded level, like comparing your purchase to the crowd’s average.
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Understanding 8-K Material Events →
false 0001907223 0001907223 2026-06-15 2026-06-15 0001907223 us-gaap:CommonStockMember 2026-06-15 2026-06-15 0001907223 GRML:WarrantsMember 2026-06-15 2026-06-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 15, 2026

 

Greenland Mines Ltd.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-41340   86-2727441
(Commission File Number)  

(IRS Employer

Identification No.)

 

1300 South Boulevard, Suite D
Charlotte, NC 28203

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (833) 931-6330

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock   GRML   The Nasdaq Stock Market LLC
Warrants   GRMLW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On June 15, 2026, Greenland Mines Ltd. (the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with AnorTech Inc. (“AnorTech”), a TSXV traded company, pursuant to which the Company agreed to acquire 19,958,503 common shares of AnorTech, representing approximately 9.9% of AnorTech’s issued and outstanding common shares on a post-closing basis.

 

On June 22, 2026, pursuant to the Agreement, the Company issued 12,400,000 shares of its common stock (the “Exchange Shares”) to AnorTech in exchange for the AnorTech shares.

 

The Agreement also grants the Company an option, exercisable for six months following closing, to acquire up to an additional 25,168,669 common shares of AnorTech at a price per share equal to the greater of: (i) CAD$0.30, and (ii) the last closing price of AnorTech common stock on the TSXV prior to the exercise of the option. If exercised, the option exercise price will be satisfied through the issuance of additional shares of the Company’s common stock, valued based on the volume weighted average trading price of the Company’s common stock immediately prior to the closing of such exercise.

 

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities

 

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. On June 22, 2026, the Company issued 12,400,000 shares of its common stock to AnorTech pursuant to the Agreement. The shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. The shares were issued without general solicitation or advertising.

 

Item 9.01 Financial Statements and Exhibits.

  

Exhibits   Description
10.1   Securities Exchange Agreement
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 22, 2026 GREENLAND MINES LTD.
     
  By: /s/ Joseph Sinkule
  Name:  Joseph Sinkule
  Title: Chief Executive Officer

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

What stake in AnorTech did Greenland Mines (GRML) acquire under the Share Exchange Agreement?

Greenland Mines acquired 19,958,503 AnorTech common shares, representing approximately 9.9% of AnorTech’s issued and outstanding common shares on a post-closing basis. This initial equity position is obtained through a share-for-share exchange using Greenland Mines common stock.

How many Greenland Mines (GRML) shares were issued to AnorTech in the transaction?

Greenland Mines issued 12,400,000 shares of its common stock to AnorTech on June 22, 2026 as consideration for the 19,958,503 AnorTech shares. These shares were issued in a private, unregistered transaction relying on Section 4(a)(2) and/or Rule 506 of Regulation D.

What option did Greenland Mines (GRML) receive to acquire additional AnorTech shares?

Greenland Mines received a six-month option to acquire up to an additional 25,168,669 AnorTech common shares. The exercise price per share equals the greater of CAD$0.30 or AnorTech’s last TSXV closing price immediately before exercise, payable in Greenland Mines common stock.

How will Greenland Mines (GRML) pay the exercise price if it uses the AnorTech share option?

If Greenland Mines exercises the option, the price will be satisfied through issuing additional Greenland Mines common shares. Those shares will be valued using the volume weighted average trading price of Greenland Mines common stock immediately before the closing of the option exercise.

Under what securities law exemptions were Greenland Mines (GRML) shares issued to AnorTech?

The 12,400,000 Greenland Mines common shares issued to AnorTech were unregistered and relied on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D. The shares were placed without general solicitation or advertising.

What type of agreement did Greenland Mines (GRML) and AnorTech enter into?

They entered into a Share Exchange Agreement, under which Greenland Mines exchanged 12,400,000 of its common shares for 19,958,503 AnorTech common shares and received an option for up to 25,168,669 additional AnorTech shares. The full Agreement is referenced as Exhibit 10.1.

Filing Exhibits & Attachments

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