Greenland Mines Ltd SEC Filings

Greenland Mines Ltd. reported that its audit committee dismissed BCRG Group as independent registered public accounting firm and appointed Simon & Edward LLP, effective after S&E acquired BCRG’s attest business on June 15, 2026. Services previously handled by BCRG will now be performed by S&E.

BCRG’s reports on the company’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse or disclaimed opinions and were not qualified, but included an explanatory paragraph expressing substantial doubt about Greenland Mines’ ability to continue as a going concern.

The company states there were no disagreements with BCRG on accounting, disclosure, or audit scope and no reportable events, other than previously disclosed material weaknesses in internal control over financial reporting. Greenland Mines did not consult S&E on accounting or reporting matters before the engagement, and has filed BCRG’s confirming letter as an exhibit.

Greenland Mines Ltd director El-Dada Riad Hussein sold shares in the company. On June 25, 2026, he completed an open-market sale of 175,000 shares of Common Stock at an average price of $0.2317 per share, and held 175,000 shares directly after the transaction.

Greenland Mines Ltd. completed a private placement of its common stock to institutional investors. The company issued 15,000,000 unregistered shares, generating approximately $3,750,000 in gross cash proceeds, providing additional funding for its operations or corporate purposes as determined by management.

The transaction was carried out under a Securities Purchase Agreement dated June 15, 2026 and relied on exemptions from SEC registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The investors were accredited and the shares were sold without general solicitation or advertising.

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. 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 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.