Greenland Mines Ltd Closes Acquisition of Sarfartoq License; Issues Stock

What Happened

• Greenland Mines Ltd announced that on September 1, 2026 it closed the merger-related acquisition (the “Acquisition”) through which NNSR Holdings Inc. merged into Merger Sub and the Company acquired the mineral license for the Sarfartoq project in Greenland. The closing followed the Company’s release of an independent Initial Assessment for Sarfartoq. The Company reported no change of control and no change to its executive officers or directors as a result of the Acquisition.
• Concurrent with the closing and pursuant to an amendment to the May 20, 2026 Merger Agreement, the Company issued consideration to the former NNSR holders of 1,040,676 newly issued shares of common stock and 359,324 newly issued shares of a newly designated Series R preferred stock.

Key Details

• Closing date: September 1, 2026; Amendment to Merger Agreement effective May 20, 2026 (filed as Exhibit 10.1).
• Equity consideration issued: 1,040,676 common shares and 359,324 shares of Series R Preferred Stock (issued September 1, 2026).
• Initial Assessment (ST1 deposit basis): pre‑tax NPV ≈ $2.05 billion and pre‑tax IRR ≈ 118.6% (includes Indicated and Inferred Mineral Resources); ST1 occupies well under 1% of the 191 km² license and five other known rare‑earth occurrences remain largely untested.
• Stockholder actions and corporate changes: Board created Series R (359,324 shares authorized); at a Sept. 3, 2026 special meeting stockholders approved, for Nasdaq Rule 5635 purposes, issuance up to 40,800,776 shares (upon conversion of Series C, adjusted for an Aug. 24, 2026 reverse split) and up to 691,039 shares upon exercise of private warrants, and approved an increase in the 2024 Equity Incentive Plan to 400,000 shares (voting tallies were reported in the 8‑K).

Why It Matters

• The Acquisition transfers the Sarfartoq mineral license to Greenland Mines and is supported by an Initial Assessment that reports very strong project metrics (reported NPV and IRR) based on the ST1 deposit; additional exploration upside exists across the larger license area.
• The Company issued combined common and preferred equity as merger consideration and designated Series R shares with conversion and voting mechanics dependent on future stockholder approvals, which affects the form of consideration issued now and potential common share count later.
• Stockholder approvals permit large potential issuances tied to conversions and warrant exercises (figures approved for Nasdaq purposes were disclosed), which investors should note when considering potential future dilution and the Company’s capital structure.

(Refer to the Company’s filed 8‑K and the referenced exhibits for the full Amendment, the Certificate of Designation for Series R, and the Series C amendment.)