Groowe Groowe BETA / Newsroom
⏱ News is delayed by 15 minutes. Sign in for real-time access. Sign in

Form 8-K

sec.gov

8-K — Greenland Mines Ltd

Accession: 0001213900-26-069615

Filed: 2026-06-17

Period: 2026-06-15

CIK: 0001907223

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0295128-8k_greenland.htm (Primary)

EX-10.1 — SECURITIES PURCHASE AGREEMENT (ea029512801ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0295128-8k_greenland.htm · Sequence: 1

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 or Amendment of a Material Definitive Agreement.

On June 15, 2026, Greenland Mines Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”)

with three investors pursuant to which the Company agreed to issue and sell to the investors, at a closing, a total of 15,000,000 shares

of the Company’s common stock for total proceeds of $3,750,000. The Company intends to use the net proceeds for working capital

and general corporate purposes.

The closing of the Agreement is expected to occur on or before June 25, 2026.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the 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

Securities Purchase 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 17, 2026

GREENLAND MINES LTD.

By:

/s/ Joseph

Sinkule

Name:

Joseph Sinkule

Title:

Chief Executive Officer

2

EX-10.1 — SECURITIES PURCHASE AGREEMENT

EX-10.1

Filename: ea029512801ex10-1.htm · Sequence: 2

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT

(this “Agreement”) dated as of June 15, 2026 by and among (the “Execution Date”), by and between

Greenland Mines Ltd a Delaware corporation (the “Company”) and Purchaser identified on the signature pages hereto (the

“Purchaser”).

W I T N E S S E T H:

WHEREAS, pursuant to Section 4(2)

of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 promulgated under Regulation D (“Regulation

D”) thereunder in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “Commission”),

the Company is conducting a private offering (the “Offering”) of shares (a “Share”) of the Company’s

common stock, $0.0001 par value per share (the “Common Stock”);

WHEREAS, Purchaser desires to

purchase that number of Shares set forth on Purchaser’s signature page attached hereto on the terms and conditions hereinafter set

forth.

NOW, THEREFORE, in consideration

of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows:

ARTICLE I

Purchase

and Sale of SHARES

Section 1.1 Purchase and

Sale of Shares; Form of Payment. Upon the terms and conditions set forth herein, the Company shall issue and sell to Purchaser, and

Purchaser shall irrevocably purchase from the Company such number of Shares as is set forth on Purchaser’s signature page hereto

in exchange for payment by Purchaser of the amount (the “Purchase Price”) as is set forth on Purchaser’s signature

page hereto. Purchaser shall deliver the Purchase Price for the Shares to be issued and sold to Purchaser at the Closing by wire transfer

of immediately available funds.

Section 1.2 Deliveries at

Closings. Subject to the terms and conditions of this Agreement, at the Closing (a) the Company shall issue that number of Shares

purchased as part of the number of Shares set forth on Purchaser’s signature page hereto, and (b) the Purchase Price for the Shares

being purchased by Purchaser shall be delivered to the Company. Purchaser acknowledges and agrees that the Company shall issue certificates

evidencing the Common Stock within ten (10) days of Closing.

ARTICLE 2

Representations

and Warranties of the Company

The Company hereby makes the following

representations and warranties to Purchaser at the Closing:

Section 2.1 Organization,

Good Standing, and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws

of the State of Delaware, and has all requisite corporate power and authority to carry on its business as now conducted. The Company is

duly qualified to transact business and are is good standing in each jurisdiction in which the failure so to qualify would have a Material

Adverse Effect (as hereafter defined) on the Company’s business or properties.

Section 2.2 Due Authorization, Validly Issued,

Etc. All Shares being purchased hereunder will be when issued, duly authorized, validly issued, fully paid, nonassessable and free

of all preemptive rights with respect to the transactions contemplated by this Agreement, and based in part upon the representations of

Purchaser in this Agreement will be issued in compliance with all applicable securities laws, as presently in effect of the United States.

Section 2.3 Authorization. All corporate

action on the part of the Company, its officers, directors, and shareholders necessary for the authorization, execution and delivery of

this Agreement, the performance of all obligations of the Company hereunder and thereunder and the authorization, issuance (or reservation

for issuance) and delivery of the Shares, has been taken or will be taken prior to each Closing, and this Agreement constitutes a valid

and legally binding obligation of the Company, enforceable in accordance with its respective terms, except (i) as limited by applicable

bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights

generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies,

and (iii) to the extent the indemnification provisions contained in the Transaction Documents may be limited by applicable federal

or state laws. For the purposes of this Agreement, “Transaction Documents” means, collectively, this Agreement, the Warrant

and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions

contemplated hereby and thereby, as may be amended from time to time.

Section 2.4 Filings, Consents and Approvals.

The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration

with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery

and performance by the Company of the Transaction Documents.

Section 2.5 Litigation. There is no

action, suit, proceeding, claim or investigation pending or, to the knowledge of the Company, currently threatened against the Company

which questions the validity of this Agreement, or the right of the Company to enter into this Agreement, or to consummate the transactions

contemplated hereby, or which might result, either individually or in the aggregate, in any material adverse changes in the assets, condition,

affairs, or prospects of the Company, financially or otherwise, or any change in the current equity ownership of the Company, nor is the

Company aware that there is any basis for the foregoing. The foregoing includes, without limitation, actions, pending or threatened (or

any basis therefor known to the Company), involving the prior employment of any of the Company’s employees, their use in connection

with the Company’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations

under any agreements with prior employers. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment,

or decree of any court or government agency or instrumentality.

2

Section 2.6 Compliance with Other Instruments.

The Company is not in violation or default of any provisions of its Certificate of Incorporation, as amended to date, or Bylaws or, to

its knowledge, of any instrument, judgment, order, writ, decree, mortgage, indenture, lease, license or contract to which it is a party

or by which it is bound or, to its knowledge, of any provision of federal, state, or local statute, rule, or regulation applicable to

the Company, except as would not reasonably be expected, singly or in the aggregate, to have a material and adverse effect on the results,

operations, properties, prospects or financial condition of the Company and its Subsidiaries taken as a whole. The execution, delivery,

and performance of this Agreement and the consummation of the transactions contemplated hereby will not, to the Company’s knowledge,

result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a

default under any such provision, instrument, judgment, order, writ, decree or contract, or an event which results in the creation of

any lien, charge, or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of

any material permit, license, authorization, or approval applicable to the Company, its business or operations, or any of its assets or

properties, except as would not reasonably be expected, singly or in the aggregate, to have a Material Adverse Effect.

Section 2.7 Compliance with Laws. The

conduct of business by the Company as presently and proposed to be conducted is not subject to continuing oversight, supervision, regulation

or examination by any governmental official or body of the United States or any other jurisdiction wherein the Company conducts or proposes

to conduct such business, except such regulation as is applicable to commercial enterprises generally. The Company has not received any

notice of any violation of or noncompliance with, any federal, state, local or foreign laws, ordinances, regulations and orders (including,

without limitation, those relating to environmental protection, occupational safety and health, federal securities laws, equal employment

opportunity, consumer protection, credit reporting, "truth-in-lending", and warranties and trade practices) applicable to its

business, the violation of, or noncompliance with, which would have a materially adverse effect on either the Company's business or operations,

and the Company knows of no facts or set of circumstances which would give rise to such a notice.

Section 2.8 Listing and Maintenance Requirements.

The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to,

or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act, nor

has the Company received any notification that the SEC is contemplating terminating such registration.

3

Section 2.9 SEC Documents; Disclosure.

The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities

Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the Execution Date (or

such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits

thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Documents”)

on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration

of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the

Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and

none of the SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to

be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not

misleading. The financial statements of the Company included in the SEC Documents comply as to form and substance in all material respects

with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with

respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a

consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto

or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements)

and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations

and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments).

The Company maintains a system of internal accounting controls appropriate for its size. There is no transaction, arrangement, or other

relationship between the Company and an unconsolidated or other off balance sheet entity that is not disclosed by the Company in its financial

statements or otherwise that would be reasonably likely to have a Material Adverse Effect. Except with respect to the material terms and

conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting

on its behalf has provided the Transaction Documents or its agents or counsel with any information that it believes constitutes or might

constitute material, non-public information. The Company understands and confirms that the Transaction Documents will rely on the foregoing

representation in effecting transactions in securities of the Company.

Section 2.10 No Conflicts. The execution,

delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby,

does not and will not: (a) result in a violation of the Company’s certificate of incorporation, bylaws or other organizational or

charter documents, (b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would become

a material default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or

give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any “lock-up”

or similar provision of any underwriting or similar agreement to which the Company or any Subsidiary is a party, or (c) result in a violation

of any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations)

applicable to the Company or by which any property or asset of the Company is bound or affected (except for such conflicts, defaults,

terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material

Adverse Effect), nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of

the Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations

that either singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal,

state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any

court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement (other than any

SEC, FINRA or state securities filings that may be required to be made by the Company in connection with any registration statement that

may be filed pursuant hereto); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying

upon the accuracy of the relevant representations and agreements of Transaction Documents herein.

4

Section 2.11 No Material Adverse Change.

No event has occurred that would have a Material Adverse Effect on the Company that has not been disclosed in subsequent SEC filings.

Section 2.12 No General Solicitation; No

Integrated Offering. Neither the Company, nor any of their respective affiliates, nor any Person acting on their behalf, has engaged

in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection

with the offer or sale of the Shares. Neither the Company, nor any of their respective affiliates, nor any Person acting on their behalf

has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances

that would require registration of the offer and sale of any of the Shares under the Securities Act, whether through integration with

prior offerings or otherwise, or cause this offering of the Shares to be integrated with prior offerings by the Company in a manner that

would require stockholder approval pursuant to the rules of the Principal Market on which any of the securities of the Company are listed

or designated. The issuance and sale of the Shares hereunder does not contravene the rules and regulations of the Principal Market.

Section 2.13 Sarbanes-Oxley. The Company

is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable to it.

Section 2.14 Investment Company. The

Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 2.15 No Market Manipulation.

The Company has, and to its knowledge no Person acting on either of their behalf has, (i) taken, directly or indirectly, any action designed

to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale

of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Shares, or (iii)

paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

Section 2.16 No Disqualification Events.

None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating

in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities,

calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with

the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad

Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”),

except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has exercised reasonable

care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

5

Section 2.17 Shell Company Status.

The Company is not currently an issuer identified in Rule 144(i)(1)(i) under the Securities Act, is subject to the reporting requirements

of Section 13 or 15(d) of the Exchange Act, has filed all reports and other materials required to be filed by Section 13 or 15(d) of the

Exchange Act, as applicable during the preceding 12 months, and, as of a date at least one year prior to the Execution Date, has filed

current “Form 10 information” with the SEC (as defined in Rule 144(i)(3) of the Securities Act) reflecting its status as an

entity that is no longer an issuer described in Rule 144(i)(1)(i) of the Securities Act.

Section 2.18 No Other Representations.

No representation or warranty or other statement made by the Company in this Agreement, including a officer’s certificate or otherwise

in connection with the contemplated transactions contains any untrue statement of material fact or omits to state a material fact necessary

to make the statements in this Agreement, in light of the circumstances in which they were made, not misleading.

Section 2.19 Sole Warranties.

The representations and warranties made by the Company in Sections 2.1 through 2.19 above are the sole representations warranties made

to the Purchaser by the Company.

ARTICLE 3

Representations

and Warranties of the PURCHASER

Purchaser hereby makes the following representations

and warranties to the Company as of the date hereof and the Closing:

Section 3.1 Authorization. This Agreement

constitutes valid and legally binding obligations of Purchaser enforceable in accordance with their terms, except (i) as limited

by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’

rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable

remedies.

Section 3.2 Purchase Entirely for Own Account.

Purchaser represents that it is acquiring (a) the Shares solely for investment for Investor’s own account not as a nominee or agent,

and not with a view to the resale or distribution of any part thereof, and that Investor has no present intention of selling, granting

any participation in, or otherwise distributing the same. The acquisition by Purchaser of any of the Shares shall constitute confirmation

of the representation by Purchaser that Purchaser does not have any contract, undertaking, agreement or arrangement with any person to

sell, transfer, pledge, hypothecate or grant participations to such person or to any third person, with respect to the Shares.

Section 3.3 Disclosure of Information.

Purchaser acknowledges that it has received all the information that it has requested relating to the Company and the purchase of the

Shares. Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the

terms and conditions of the offering of the Shares.

6

Section 3.5 Accredited Investor. Purchaser

represents that it is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange

Commission (the “SEC”), as presently in effect as more particularly specified in the Accredited Investor Certification that

the Investor is delivering to the Company prior to the Closing.

Section 3.6 Restricted Securities. Purchaser

acknowledges that the Shares that it is purchasing are characterized as “restricted securities” under the federal securities

laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering, and that under such laws and

applicable regulations such securities may be resold without registration under the Act, only in certain limited circumstances. In this

connection, Purchaser represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations

imposed thereby and by the Act.

Section 3.7 Not an Affiliate. Purchaser

represents that it is not an officer, director or “affiliate” (as such term is defined in Rule 405 of the Securities Act)

of the Company.

Section 3.8 Organization and Standing.

Purchaser is an entity duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation with full

right, limited liability company power and authority to enter into and to consummate the transactions contemplated by this Agreement.

Purchaser was not formed to purchase the Shares.

Section 3.9 Absence of Conflicts. Purchaser

represents that that execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, will not

(a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Purchaser, (b) violate any provision

of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which Purchaser or any of its assets is

bound, or conflict with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to

the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Purchaser to any third

party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement,

relationship or legal obligation to which Purchaser is subject or to which any of its assets, operations or management may be subject.

Section 3.10 Disclosure; Access to Information.

Purchaser represents that it has had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has had access

to all publicly available information with respect to the Company; provided, however, that Purchaser makes no representation or warranty

hereunder with respect to any SEC Document and is relying on the representations and warranties of the Company in Article IV with respect

to the SEC Documents.

Section 3.11 Manner of Sale. Purchaser represents that at

no time was Purchaser presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any

other form of general solicitation or advertisement regarding the Shares.

7

Section 3.12 Legends. Purchaser acknowledges

that the certificates evidencing the Shares shall bear the following legend:

“THE SECURITIES

REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE SUBJECT

TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR

OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE

TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER

THE ACT.”

ARTICLE 4

CONDITIONS

TO CLOSING

Section 4.1 Conditions

Precedent to the Obligation of the Company. The obligation hereunder of the Company to issue and sell the Shares to Purchaser is subject

to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s

sole benefit and may be waived by the Company at any time in its sole discretion.

(a) Accuracy

of Purchaser’s Representations and Warranties. The representations and warranties made by Purchaser in this Agreement shall

be true and correct at all times prior to and on the Closing.

(b) Performance

by the Purchaser. Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions

required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Closing.

(c) No

Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions

contemplated by this Agreement.

(d) Delivery

of Purchase Price. The Purchase Price for the Shares shall have been delivered to the Company.

Section 4.2 Conditions

Precedent to the Obligation of the Purchaser. The obligation hereunder of Purchaser to acquire and pay for the Shares is subject to

the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for Purchaser’s

sole benefit and may be waived by Purchaser at any time in its sole discretion.

(a) Accuracy

of the Company’s Representations and Warranties. The representations and warranties made by the Company in this Agreement shall

be true and correct at all times prior to and on the Closing.

8

(b) Performance

by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions

required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing.

(c) No

Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions

contemplated by this Agreement.

(d) No

Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced,

and no investigation by any governmental authority shall have been threatened, against the Company or any Subsidiary, or any of the officers,

directors or affiliates of the Company or any subsidiary seeking to restrain, prevent or change the transactions contemplated by this

Agreement, or seeking damages in connection with such transactions.

(e) Material

Adverse Effect. No Material Adverse Effect shall have occurred at or before the Closing Date.

(f) No

Adverse Changes. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably likely

to have a Material Adverse Effect has occurred.

(g) No Suspension

of Trading in or Delisting of Common Stock. The trading of the Common Stock shall not have been suspended by the SEC, the Principal

Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for listing or quotation on and shall

not have been delisted from the Principal Market.

(h) DWAC

Eligible. The Common Stock is DWAC Eligible and not subject to a “DTC chill.”

(i) SEC

Documents. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by

the Company with the SEC pursuant to the reporting requirements of the Exchange Act (other than Forms 8-K) shall have been filed with

the SEC within the applicable time periods prescribed for such filings under the Exchange Act.

(k) No

Violation. No statute, regulation, order, guidance, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,

threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction, including, without

limitation, the SEC, which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated

by the Transaction Documents.

9

ARTICLE

5

Miscellaneous

Section 5.1 Fees and Expenses.

Each party shall pay the fees and expenses of its advisors, counsel, accountants and other experts, if any, and all other expenses, incurred

by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

Section 5.2 Entire Agreement;

Amendment. This Agreement contains the entire understanding and agreement of the parties with respect to the matters covered hereby

and neither the Company nor the Purchaser makes any representations, warranty, covenant or undertaking with respect to such matters and

they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged herein. No provision

of this Agreement may be waived or amended other than by a written instrument signed by the Company and the Purchaser and no provision

hereof may be waived other than by an a written instrument signed by the party against whom enforcement of any such amendment or waiver

is sought.

Section 5.3 Notices.

Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be

effective (a) upon hand delivery by telex (with correct answer back received), telecopy or facsimile at the address or number designated

below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following

such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the

second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual

receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Company:

1300 South Boulevard, Suite D

Charlotte, NC 28203

Attention: Chief Financial Officer.

If to any Purchaser:

At the address of Purchaser set forth on

Purchaser’s signature page to this Agreement, with copies to Purchaser’s counsel as set forth on Purchaser’s signature

page to this Agreement or as specified in writing by Purchaser.

Any party hereto may from time

to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other party hereto.

Section 5.4 Waivers.

No waiver by either party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to

be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall any delay or omission

of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

10

Section 5.6 Headings.

The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement

for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.

Section 5.7 Successors and

Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.

Section 5.8 No Third Party

Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns

and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Section 5.9 Governing Law.

This Agreement and the other Transaction Documents shall be governed by the laws of the State of Delaware, without giving effect to principles

of conflicts of laws. Each of the Company and the Purchaser (a) hereby irrevocably submits to the jurisdiction of the United States District

Court sitting in the Southern District of New York and the courts of the State of New York located in New York county for the purposes

of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents or the transactions

contemplated hereby or thereby and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that

it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum

or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served

in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement

and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 5.9 shall

affect or limit any right to serve process in any other manner permitted by law. Each party hereto agrees that a final judgment in any

action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law

or at equity.

Section 5.10 Survival.

The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof and the Closings hereunder

for a period of one year following the Closing.

Section 5.11 Counterparts.

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all

of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each

party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. In the event

that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature

shall create a valid and binding obligation of such party executing (or on whose behalf such signature is executed) with the same force

and effect as if such facsimile or “.pdf” signature page were an original thereof.

Section 5.12 Severability.

The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one

or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal

or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision

of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part

of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent

possible.

11

Section 5.13 Further Assurances.

From and after the date of this Agreement, upon the request of Purchaser or the Company, each of the Company and the Purchaser shall execute

and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to

effectuate fully the intent and purposes of this Agreement.

Section 5.14 Construction.

The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question

of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or

burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions of this Agreement.

Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated

thereunder, unless the context requires otherwise. Unless otherwise expressly provided, the word “including” shall mean including

without limitation. The parties hereto intend that each representation, warranty, and covenant contained herein shall have independent

significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that

there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity)

which such party has not breached shall not detract from or mitigate the fact that such party is in breach of such representation, warranty,

or covenant. All words used in this Agreement will be construed to be of such gender or number as the circumstances require.

Section 5.15 Definitions.

“Agreement”

shall have the meaning specified in the preamble hereof.

“Bankruptcy Law”

means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

“Closing Date”

shall mean the date of the Closing hereunder.

“Common Stock”

shall mean the Company’s common stock, $0.0001 par value per share, and any shares of any other class of common stock whether now

or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation

of the Company).

“Custodian”

means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“DTC” shall

mean The Depository Trust Company, or any successor performing substantially the same function for the Company.

12

“DWAC” shall

mean Deposit Withdrawal at Custodian as defined by the DTC.

“DWAC Eligible”

shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s operational arrangements, including,

without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the DTC’s

underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, and (d) the Transfer Agent does not have

a policy prohibiting or limiting delivery of the Shares via DWAC.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Execution Date”

shall have the meaning set forth in the preamble to this Agreement.

“FINRA” shall

mean the Financial Industry Regulatory Authority, Inc.

“Lien” means

a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or any other restriction.

“Material Adverse Effect”

shall mean any effect on the business, operations, properties, or financial condition of the Company and/or the Subsidiaries that is material

and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance, or situation that would prohibit or otherwise materially

interfere with the ability of the Company and/or the Subsidiaries to enter into and/or perform its obligations under any Transaction Document.

“Person” shall

mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political

subdivision or an agency or instrumentality thereof.

“Principal Market”

shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, NASDAQ), or principal quotation systems (i.e. OTCQX, OTCQB, OTC Pink,

the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal trading platform

or market for the Common Stock.

“Regulation D”

shall mean Regulation D promulgated under the Securities Act.

“Rule 144”

shall mean Rule 144 promulgated under the Securities Act or any similar provision then in force under the Securities Act.

“SEC” shall

mean the United States Securities and Exchange Commission.

“Securities Act”

shall mean the Securities Act of 1933, as amended.

“Subsidiary”

or “Subsidiaries” means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly,

owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of

Regulation S-K promulgated under the Securities Act.

“Transfer Agent”

shall mean Continental Stock Transfer and Trust Company, the current transfer agent of the Company, and any successor transfer agent of

the Company.

13

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

14

IN WITNESS WHEREOF, the parties

hereto have caused this Agreement to be duly executed by their respective authorized officer as of the date first above written.

GREENLAND MINES LTD

By:

Name:

Title:

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

15

[PURCHASER SIGNATURE PAGE TO SECURITIES PURCHASE

AGREEMENT]

IN WITNESS WHEREOF, the undersigned

have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated

above.

Name of Purchaser:

Signature of Authorized Signatory of Purchaser:

Name of Authorized Signatory:

Title of Authorized Signatory:

Email Address of Authorized Signatory:

Facsimile Number of Authorized Signatory:

State of Residency / Domicile:

Address for Notice of Purchaser:

Attention:

Telephone No.:

Facsimile No.:

Address for Delivery of Shares (if not same as address for notice):

Attention:

Number of Shares: ____________ x $0.25 = $____________

(the “Purchase Price”)

EIN Number or SSN: [PROVIDE THIS UNDER SEPARATE

COVER]

16

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Jun. 15, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 15, 2026

Entity File Number

001-41340

Entity Registrant Name

Greenland

Mines Ltd.

Entity Central Index Key

0001907223

Entity Tax Identification Number

86-2727441

Entity Incorporation, State or Country Code

DE

Entity Address, Address Line One

1300

South Boulevard

Entity Address, Address Line Two

Suite D

Entity Address, City or Town

Charlotte

Entity Address, State or Province

NC

Entity Address, Postal Zip Code

28203

City Area Code

833

Local Phone Number

931-6330

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Common Stock [Member]

Title of 12(b) Security

Common Stock

Trading Symbol

GRML

Security Exchange Name

NASDAQ

Warrants

Title of 12(b) Security

Warrants

Trading Symbol

GRMLW

Security Exchange Name

NASDAQ

X

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

na

Balance Type:

Period Type:

X

- Details

Name:

us-gaap_StatementClassOfStockAxis=GRML_WarrantsMember

Namespace Prefix:

Data Type:

na

Balance Type:

Period Type: