Greenland Mines (GRML) plans $35M Neo North Star takeover using cash and stock

Rhea-AI Filing Summary

Greenland Mines Ltd entered into an Agreement and Plan of Merger to acquire Neo North Star Resources, Inc. for total consideration of $35,000,000. The deal will be paid as $20,000,000 in cash and $15,000,000 in newly issued Greenland Mines common shares.

The new shares will be valued based on the volume-weighted average trading price over the 20 trading days before signing. Neo North Star will merge into Greenland Rare Earths Corp., a wholly owned subsidiary of Greenland Mines, which will remain as the surviving entity.

Closing is subject to customary conditions and requires approval from the government of Greenland under section 69 of the Greenland Mineral Activities Act for the indirect transfer of Neo North Star’s mineral rights.

Insights

Mining M&A and capital structure analyst

Greenland Mines is pursuing a $35M cash-and-stock acquisition that depends on Greenland regulatory approval.

Greenland Mines Ltd plans to acquire Neo North Star Resources for $35,000,000, split between $20,000,000 cash and $15,000,000 in stock valued using a 20-day volume-weighted average price. This structure mixes cash outlay with equity issuance, affecting both liquidity and shareholder dilution.

The target will be merged into wholly owned subsidiary Greenland Rare Earths Corp., keeping the acquired mineral rights in a dedicated entity. The transaction is conditioned on customary closing terms and explicit approval under section 69 of the Greenland Mineral Activities Act for the indirect transfer of mineral rights.

Execution hinges on obtaining Greenland government approval and satisfying all closing conditions. Subsequent company filings after this approval or any modification would clarify timing, final structure, and the resulting share issuance based on the volume-weighted average price calculation.

8-K Event Classification

2 items: 1.01, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total merger consideration: $35,000,000 Cash component: $20,000,000 Stock component: $15,000,000 +3 more

6 metrics

Total merger consideration $35,000,000 Aggregate consideration for Neo North Star acquisition

Cash component $20,000,000 Portion of merger consideration paid in cash

Stock component $15,000,000 Portion of merger consideration paid in GRML common stock

VWAP lookback period 20 trading days Period used to determine share valuation for stock consideration

Key regulatory section Section 69 Greenland Mineral Activities Act approval for indirect transfer of mineral rights

Agreement date May 20, 2026 Date Greenland Mines entered into Merger Agreement

Key Terms

Agreement and Plan of Merger, volume-weighted average trading price, Emerging growth company, Greenland Mineral Activities Act, +1 more

5 terms

Agreement and Plan of Merger financial

"Greenland Mines Ltd entered into an Agreement and Plan of Merger with Neo North Star Resources"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

volume-weighted average trading price financial

"shares ... to be valued at a price per share equal to the volume-weighted average trading price"

Volume-weighted average trading price (VWAP) is the average price of a stock over a trading period, where each trade’s price is weighted by how many shares changed hands, so big trades move the average more than small ones. Investors use VWAP as a benchmark to tell whether they bought or sold at a good price compared with the market’s trading activity—like checking if your grocery bill was close to the store’s typical daily average when many customers shopped.

Emerging growth company regulatory

"Securities Exchange Act of 1934 ... 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.

Greenland Mineral Activities Act regulatory

"approval from the government of Greenland under section 69 of the Greenland Mineral Activities Act"

indirect transfer of the mineral rights financial

"approval ... to the indirect transfer of the mineral rights currently held by Neo North Star"

Understanding 8-K Material Events →

false 0001907223 0001907223 2026-05-20 2026-05-20 0001907223 us-gaap:CommonStockMember 2026-05-20 2026-05-20 0001907223 GRML:WarrantsMember 2026-05-20 2026-05-20 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): May 20, 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 Material Agreement

On May 20, 2026, Greenland Mines Ltd (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Neo North Star Resources, Inc, a Delaware corporation (“Neo North Star”) and the stockholders of Neo North Star. Pursuant to the terms of the Merger Agreement, at the closing, Neo North Star will merge into Greenland Rare Earths Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), with Merger Sub being the surviving entity. Pursuant to the Merger Agreement, as consideration for the Merger, at the closing, the stockholders of Neo North Star will receive a total of $35,000,000 payable in the form of $20,000,000 in cash and $15,000,000 in newly issued shares of the Company’s common stock to be valued at a price per share equal to the volume-weighted average trading price of such shares for the twenty (20) trading days immediately preceding the date of execution of the Merger Agreement. The Merger Agreement contains customary representations and warranties of the parties.

The closing of the Merger Agreement is subject to customary closing and is also subject to the approval from the government of Greenland under section 69 of the Greenland Mineral Activities Act to the indirect transfer of the mineral rights currently held by Neo North Star.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits		Description
10.1		Agreement and Plan of Merger
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: May 21, 2026	GREENLAND MINES LTD
	By:	/s/ Joseph Sinkule
	Name:	Joseph Sinkule
	Title:	Chief Executive Officer

2

FAQ

What transaction did Greenland Mines (GRML) announce in this Form 8-K?

Greenland Mines announced an Agreement and Plan of Merger to acquire Neo North Star Resources for $35,000,000. The deal uses both cash and newly issued GRML common stock, and Neo North Star will be merged into Greenland Mines’ wholly owned subsidiary Greenland Rare Earths Corp.

How is the $35 million consideration for Neo North Star structured for GRML?

The $35,000,000 consideration consists of $20,000,000 in cash and $15,000,000 in newly issued Greenland Mines common shares. Those new shares will be priced using the volume-weighted average trading price over the 20 trading days immediately before the merger agreement date.

How will the share price be determined for the GRML stock issued in the merger?

The $15,000,000 in Greenland Mines common stock will be valued at a price per share equal to the volume-weighted average trading price for the 20 trading days immediately preceding execution of the Merger Agreement, aligning issuance pricing with recent market trading levels.

What regulatory approval is required for Greenland Mines’ acquisition of Neo North Star?

Closing is subject to approval from the government of Greenland under section 69 of the Greenland Mineral Activities Act. This approval specifically relates to the indirect transfer of the mineral rights currently held by Neo North Star Resources to the surviving subsidiary entity.

Which entity will survive after Greenland Mines (GRML) completes the Neo North Star merger?

Upon closing, Neo North Star will merge into Greenland Rare Earths Corp., a Delaware corporation and wholly owned subsidiary of Greenland Mines. Greenland Rare Earths Corp. will be the surviving entity and will hold the mineral rights currently owned by Neo North Star.

Does the merger agreement include customary protections for Greenland Mines (GRML)?

The Merger Agreement contains customary representations and warranties from the parties, as commonly seen in similar transactions. These provisions help allocate risk between Greenland Mines, Neo North Star, and its stockholders regarding matters such as corporate authority and existing obligations.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 AGREEMENT AND PLAN OF MERGER 190.1 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.4 KB
• EX-101 XBRL DEFINITION FILE 25.9 KB
• EX-101 XBRL LABEL FILE 35.6 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB