Greenland Mines Ltd SEC Filings

Greenland Mines Ltd has called a virtual special meeting on July 16, 2026 to seek stockholder approval for several significant share actions. The main item asks approval, under Nasdaq Listing Rule 5635, for the potential issuance of up to 2,040,038,760 shares of common stock upon conversion of Series C Preferred Stock issued in the March 4, 2026 acquisition of Greenland Mines Corp., plus up to 34,551,939 shares upon exercise of five-year warrants from a February 19, 2026 private placement. Another proposal would amend the 2024 Equity Incentive Plan to increase the share reserve to 20,000,000 shares, which the company estimates could equal about 16% of common stock as of March 31, 2026 if fully available and granted. The proxy explains that conversion of all Series C Preferred Stock would represent about 94.4% of post-conversion common shares and that failure to approve the issuances could lead to Nasdaq delisting, repeated stockholder meetings, and higher costs. A third proposal would allow adjournment of the meeting to solicit additional proxies if needed.

Greenland Mines Ltd registers up to 15,000,000 shares of Common Stock for resale by selling shareholders under a shelf prospectus supplement dated June 22, 2026. The prospectus states the company will not receive proceeds from sales by the selling shareholders and will pay certain offering expenses.

The registration covers shares sold in a private placement that closed on June 18, 2026. The prospectus lists selling stockholders and describes permitted sale methods, including block trades, broker-dealer transactions, short sales (with the effectiveness qualifier), hedging and pledge-related resales. The last reported sale price was $0.31 per share on June 15, 2026.

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.

Greenland Mines Ltd. stockholders approved a reverse stock split proposal at a special meeting on June 18, 2026. The approval lets the board amend the certificate of incorporation to carry out one or more reverse stock splits of the company’s outstanding common stock at exchange ratios between 1‑for‑2 and 1‑for‑50, at any time up to March 31, 2027, as long as the combined effect does not exceed 1‑for‑60 overall.

On April 23, 2026, 121,238,660 common shares were issued and outstanding, and holders of 45,111,132 shares were present or represented by proxy, forming a quorum. The reverse split proposal passed with 42,878,771 shares voting for, 2,210,259 against, and 22,102 abstaining. Because the proposal passed, a contingent adjournment proposal was not needed.

Greenland Mines Ltd. entered into a Securities Purchase Agreement with three investors to issue 15,000,000 new common shares for cash proceeds of $3,750,000. The company plans to use the net proceeds for working capital and general corporate purposes.

The closing of this equity financing is expected to occur on or before June 25, 2026, subject to the terms of the agreement filed as Exhibit 10.1.

Greenland Mines Ltd is asking stockholders to approve three proposals at a virtual Special Meeting on July 16, 2026. The primary item seeks approval under Nasdaq Listing Rule 5635 to permit issuance of up to 2,040,038,760 shares of Common Stock upon conversion of Series C Preferred issued in the March 4, 2026 acquisition of Greenland Mines Corp., and up to 34,551,939 shares upon exercise of private warrants issued February 19, 2026. The board also seeks approval to increase the 2024 Equity Incentive Plan reserve to 20,000,000 shares and authorization to adjourn if needed. The board recommends votes FOR all proposals; the record date is May 18, 2026 and shares outstanding were 121,238,660 as of the cited dates.

Greenland Mines Ltd is asking stockholders to approve flexibility for one or more reverse stock splits of its common stock between 1-for-2 and up to an aggregate 1-for-60, plus the ability to adjourn the special meeting to solicit more votes if needed.

The board’s main goal is to help the share price meet Nasdaq’s $1.00 minimum bid requirement for continued listing on The Nasdaq Capital Market. A reverse split would reduce shares outstanding but keep each investor’s ownership percentage essentially the same, aside from rounding up fractional shares.

As of April 23, 2026, the record date, 121,238,660 common shares were outstanding and eligible to vote. The meeting will be held virtually on June 18, 2026, and default proxies will vote in favor of both proposals unless holders give different instructions.

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.

Greenland Mines Ltd reported a much larger quarterly loss as it pivoted into mining. For the three months ended March 31, 2026, the company generated no revenue and recorded a net loss of $13,857,203, compared with $2,116,726 a year earlier, driven by higher general and administrative, professional, and share-based compensation expenses plus a $2,045,253 impairment of biotech intangibles.

Cash and cash equivalents were $10,002,477, with net cash used in operating activities of $4,971,143. Management states there is substantial doubt about the company’s ability to continue as a going concern without additional financing. During the quarter, Greenland Mines completed a forward merger to acquire mineral rights and exploration licenses for the Skaergaard Project, recognizing indefinite-lived mineral intangibles of $48,416,474 and creating a new Mining segment alongside its Biotech operations.

The company raised gross proceeds of about $7,750,000 via a private placement and ended the period with 121,238,660 common shares outstanding. Nasdaq granted an extension until September 14, 2026 for the stock to regain the $1.00 minimum bid price. Subsequent to quarter-end, Greenland Mines agreed to acquire Neo North Star Resources, owner of the Sarfartoq rare earth project, for $35 million, split between $20 million in cash and $15 million in new common shares.