Form 8-K

8-K — Greenland Mines Ltd

Accession: 0001213900-26-104099

Filed: 2026-09-28

Period: 2026-09-23

CIK: 0001907223

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

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0306751-8k_greenland.htm (Primary)

EX-5.1 — OPINION OF CYRULI SHANKS & ZIZMOR, LLP (ea030675101ex5-1.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT (ea030675101ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0306751-8k_greenland.htm · Sequence: 1

false

0001907223

2026-09-23

0001907223

us-gaap:CommonStockMember

2026-09-23

0001907223

GRML:WarrantsMember

2026-09-23

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):

September 23, 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 a Material Definitive Agreement

On September 28, 2026, Greenland Mines Ltd. (the “Company”)

entered into agreements, including a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors,

pursuant to which the Company agreed to sell and issue, in a direct registered offering (the “Offering”), an aggregate of

1,320,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”).

The net proceeds to the Company from the Offering are expected to be

approximately $17.2 million, after estimated offering expenses payable by the Company. The Company currently intends to use the net proceeds

from the Offering, together with its existing cash and cash equivalents, for its Greenland mining operations, general corporate uses and

for other working capital purposes. Please see “Use of Proceeds” on page S-8 of the prospectus supplement.

The Offering is expected to close on or about September 29, 2026, subject

to the satisfaction of customary closing conditions.

The Shares are being offered pursuant to the Company’s effective

registration statement on Form S-3 (File No. 333-288533) filed on July 7, 2025 and declared effective on July 25, 2025 by the Securities

and Exchange Commission (the “SEC”) and a prospectus supplement and accompanying prospectus filed with the SEC.

The Purchase Agreement contains customary representations, warranties

and agreements by the Company, conditions to closing, indemnification obligations of the Company and the investors party thereto, other

obligations of the parties and termination provisions.

The foregoing descriptions of the Purchase Agreement is not complete

and is qualified in its entirety by reference to the full texts of such document. The form of Purchase Agreement, is filed herewith as

10.1 to this Current Report on Form 8-K and are incorporated by reference herein.

Cautionary Statement Regarding Forward-Looking Statements

Statements contained in this Current Report on Form 8-K regarding matters

that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform

Act of 1995. Such statements may involve risks and uncertainties, such as statements related to the anticipated closing of the Offering

and the amount of proceeds expected from the Offering and expected use thereof. The risks and uncertainties involved include the Company’s

ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the

Company’s SEC filings, including in its Annual Report on Form 10-K filed with the SEC on March 30, 2026, in its Quarterly Reports

on Form 10-Q and other SEC reports filed since such Annual Report on Form 10-K, the preliminary prospectus supplement filed with the SEC

on August 25, 2026, and the final prospectus supplement filed with the SEC.

This Current Report on Form 8-K does not constitute an offer to sell,

or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,

solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

A copy of the opinion of Cyruli Shanks & Zizmor, LLP regarding

the validity of the securities to be issued in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Also, on September 23, 2026, the Company terminated, as of right, the

August 24, 2026 Sales Agreement, by and between, the Company and A.G.P./Alliance Global Partners (“A.G.P.”) related to the

sales by A.G.P. of up to $50,000,000 of shares of the Company’s common stock in an “At the Market” program. A total

of $1,388,827.04 of the Company’s common shares were sold pursuant to or under the Sales Agreement. The Company has no further obligations

or liability under the Sales Agreement.

Item 9.01 Financial Statements and Exhibits.

Exhibits

Description

5.1

Opinion of Cyruli Shanks & Zizmor, LLP

10.1

Form of Securities Purchase Agreement.

23.1

Consent of Cyruli Shanks & Zizmor, LLP (included in Exhibit 5.1)

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

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: September 28, 2026

GREENLAND MINES LTD.

By:

/s/ Joseph Sinkule

Name:

Joseph Sinkule

Title:

Chief Executive Officer

EX-5.1 — OPINION OF CYRULI SHANKS & ZIZMOR, LLP

EX-5.1

Filename: ea030675101ex5-1.htm · Sequence: 2

Exhibit 5.1

CYRULI SHANKS & ZIZMOR, LLP

420 Lexington Avenue

Suite 2320

New York, NY 10170

September 28, 2026

Greenland Mines Ltd.

1300 South Boulevard, Suite D

Charlotte, NC 28203

Ladies and Gentlemen:

This opinion is being furnished to you in connection with (i) the Registration

Statement on Form S-3 (Registration No. 333-288533) initially filed by Greenland Mines Ltd. (the “Company”), with the

Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities

Act”) (the “Registration Statement”), and the related base prospectus, dated July 25, 2025 (the “Base

Prospectus”) and (ii) the preparation and filing of the prospectus supplement, dated September 28, 2026 (the “Prospectus

Supplement”) relating to the issuance and sale by the Company of 1,320,000 shares (the “Shares”) of the Company’s

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

The Shares are to be issued and sold by the Company pursuant to a securities

purchase agreement, dated September 28, 2026 (the “Purchase Agreement”), by and among the Company and certain investors

purchasing securities in the offering and executing such agreement, as applicable, as identified on the signature pages thereto. The form

of Purchase Agreement is being filed with the Commission as Exhibits 10.1 to the Company’s Current Report on Form 8-K, filed on

the date hereof.

We are acting as counsel for the Company in connection with the issuance

and sale by the Company of the Shares. In connection with this opinion, we have (i) examined a signed copy of the Registration Statement

as filed with the Commission, including the exhibits thereto, the Base Prospectus and the Prospectus Supplement as filed with the Commission,

(ii) investigated such questions of law, (iii) examined originals or certified, conformed or reproduction copies of such agreements, instruments,

documents of the Company, such certificates of public officials and such other documents, and (iv) received such information from officers

and representatives of the Company as we have deemed necessary or appropriate for the purposes of this opinion.

In all such examinations, we have assumed the legal capacity of all

natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original

or certified documents of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to

the opinion expressed herein, we have relied upon, and assume the accuracy of, the representations and warranties set forth in the Purchase

Agreement, and certificates and oral or written statements and other information of or from public officials and officers and representatives

of the Company.

Based upon the foregoing and subject to the limitations, qualifications

and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued and paid for in the

manner as contemplated in thet Prospectus Supplement and in accordance with the terms of the Purchase Agreement, will be validly issued,

fully paid and non-assessable.

The opinions expressed herein are limited to the applicable provisions

of the General Corporation Law of the State of Delaware (the “DGCL”), as currently in effect, and reported judicial

decisions interpreting such provisions of the DGCL, and the applicable laws of the State of New York and we express no opinion as to the

effect on the matters covered by this letter of the laws of any other jurisdiction.

The opinions expressed herein are limited to the matters stated herein

and no opinion is implied or may be inferred beyond the matters expressly stated herein. We undertake no obligation to supplement this

letter if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed

herein after that date or for any other reason.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the

Current Report on Form 8-K filed by the Company on the date hereof and which is incorporated by reference into the Registration Statement

and to the references to this firm under the caption “Legal Matters” in the Prospectus Supplement. In giving these consents,

we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons

whose consent is required by Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Cyruli Shanks & Zizmor, LLP

Cyruli Shanks & Zizmor, LLP

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT

EX-10.1

Filename: ea030675101ex10-1.htm · Sequence: 3

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”)

is dated as of September 28, 2026, between Greenland Mines Ltd., a Delaware Corporation (the “Company”), and each purchaser

identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively

the “Purchasers”).

WHEREAS, subject to the terms and conditions set

forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), as to the Shares

the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company,

securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual

covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,

the Company and each Purchaser agree as follows:

Section 1.

DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere

in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person” shall have

the meaning ascribed to such term in Section 4.5.

“Action” shall have the meaning

ascribed to such term in Section 3.1(j).

“Affiliate” means any Person

that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person

as such terms are used in and construed under Rule 405 under the Securities Act.

“Base Prospectus” means the

prospectus included in the Registration Statement at the time it became effective, including documents incorporated therein by reference.

“Board of Directors” means the

board of directors of the Company.

“Business Day” means any day

other than Saturday, Sunday, or other day on which banking institutions in the State of New York are authorized or required by law to

remain closed.

“Closing” means the closing

of the purchase and sale of the Securities pursuant to Section 2.1.

“Closing Date” means the Trading

Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent

to (i) the Purchasers’ obligations to pay the Subscription Amount at the Closing and (ii) the Company’s obligations to deliver

the Securities, in each case, at the Closing have been satisfied or waived, but in no event later than the second (2nd) Trading Day following

the date hereof.

“Commission” means the United

States Securities and Exchange Commission.

“Common Stock” means the common

stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified

or changed.

“Common Stock Equivalents” means

any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,

without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable

or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company U.S. Counsel” means

Cyruli Shanks & Zizmor, LLP, with offices located at 420 Lexington Avenue, Suite 2320, New York, NY 10170.

“Disclosure Time” means, (i)

if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City

time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, and (ii) if this Agreement

is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York

City time) on the date hereof.

“DVP” shall have the meaning

ascribed to such term in Section 2.1(v).

“Evaluation Date” shall have

the meaning ascribed to such term in Section 3.1(r).

“Exchange Act” means the Securities

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

“FCPA” means the Foreign Corrupt

Practices Act of 1977, as amended.

“GAAP” means U.S. generally

accepted accounting principles in the United States.

“Indebtedness” shall have the

meaning ascribed to such term in Section 3.1(z).

“Intellectual Property Rights”

shall have the meaning ascribed to such term in Section 3.1(p).

“Liens” means a lien, charge,

pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” shall

have the meaning assigned to such term in Section 3.1(b).

“Material Permits” shall have

the meaning ascribed to such term in Section 3.1(m).

“Per Share Purchase Price” equals

$[●], subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions

of Common Stock that occur between the date hereof and the Closing Date.

“Person” means an individual

or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock

company, government (or an agency or subdivision thereof) or other entity of any kind.

“Pre-Notice” shall have the

meaning ascribed to such term in Section 4.16(b).

“Proceeding” means an action,

claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition),

whether commenced or threatened.

“Prospectus” means the Prospectus

Supplement together with the Base Prospectus, including all information, documents and exhibits filed with or incorporated by reference

into such prospectus.

“Prospectus Supplement” means

the supplement to the Prospectus complying with Rule 424(b) of the Securities Act including all information, documents and exhibits filed

with or incorporated by reference into such prospectus supplement, that is filed with the Commission and delivered by the Company to each

Purchaser at the Closing in connection with the Shares.

“Purchaser Party” shall have

the meaning ascribed to such term in Section 4.8.

“Registration Statement” means

the effective registration statement with the Commission on Form S-3 (File No. 333-288533), as amended, including all information, documents

and exhibits filed with or incorporated by reference into such registration statement, which registers the sale of the Securities and

includes any Rule 462(b) Registration Statement.

“Required Approvals” shall have

the meaning ascribed to such term in Section 3.1(e).

“Rule 144” means Rule 144 promulgated

by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or

regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated

by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or

regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 462(b) Registration Statement”

means any registration statement prepared by the Company registering additional Securities, which was filed with the Commission on or

prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by the Commission pursuant to the Securities

Act.

“SEC Reports” shall have the

meaning ascribed to such term in Section 3.1(h).

“Securities” means the Shares.

“Securities Act” means the Securities

Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shares” means the Common Stock

issued and issuable to each Purchaser pursuant to this Agreement.

“Short Sales” means all “short

sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing

Common Stock).

“Subscription Amount” means,

as to each Purchaser, the aggregate amount to be paid for Common Stock, purchased hereunder as specified below such Purchaser’s

name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and in

immediately available funds.

“Trading Day” means a day on

which the principal Trading Market is open for trading.

“Trading Market” means any of

the following markets or exchanges on which the Common Stock are listed or quoted for trading on the date in question: the NYSE American,

The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, or the New York Stock Exchange (or any successors

to any of the foregoing).

“Transaction Documents” means

this Agreement and all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the

transactions contemplated hereunder.

“Transfer Agent” means Continental

Stock Transfer and Trust Company, the current transfer agent of the Company, with a mailing address of with offices at 1 State Street,

30th floor New York, New York 10004 , and any successor transfer agent of the Company.

Section 2.

PURCHASE AND SALE

2.1 Closing. On the Closing Date, upon the terms and subject

to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the

number of Common Stock set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto, at

the Per Share Purchase Price;.

The Company shall deliver to each Purchaser its

respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth

in Section 2.2 at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall

occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree. Settlement of

the Shares shall occur via DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names

and addresses and released by the Depositary directly to the account(s) identified by each Purchaser; upon receipt of such Shares and

payment therefor shall be made by the Purchaser by wire transfer to the Company. Notwithstanding anything herein to the contrary, if at

any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser through, and including the time

immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion,

of any Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”),

such Person shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be

a Purchaser under this Agreement unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such

Pre-Settlement Shares to such Person at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares

to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Shares hereunder; and provided,

further, that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser

as to whether or not such Purchaser will elect to sell any Pre-Settlement Shares during the Pre-Settlement Period. The decision to sell

any Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

2.2 Deliveries.

(a)

On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i)

this Agreement duly executed by the Company;

(ii)

the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer;

(iii)

subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

(iv)

the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).

(b)

On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following:

(i)

this Agreement duly executed by such Purchaser; and

(ii)

such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

2.3 Closing Conditions.

(a)

The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i)

the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date in all material respects or to the extent qualified by materiality or Material Adverse Effect);

(ii)

all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and

(iii)

the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b)

The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i)

the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);

(ii)

all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii)

the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv)

there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

(v)

from the date hereof to the Closing Date, trading in the Common

Stock shall not have been suspended by the Commission or any Trading Market, and, at any time prior to the Closing Date, trading in securities

generally as reported by Bloomberg L.P. shall not have been suspended or limited, nor shall a banking moratorium have been declared either

by the United States or New York State authorities nor shall there have occurred after the date of this Agreement any material outbreak

or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse

change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable

to purchase the Securities at the Closing; and

Section 3.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. Except as

set forth in the SEC Reports, which qualify these representations and warranties in their entirety, the Company hereby makes the following

representations and warranties to each Purchaser:

(a)

Subsidiaries. Except as disclosed in the SEC Reports, the Company owns, directly or indirectly, all of the capital shares or other equity interests of each Subsidiary, free and clear of any Liens, and all of the issued and outstanding shares of capital of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

(b)

Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing, and, if applicable under the laws of the jurisdiction in which they are formed, in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective memorandum of association, articles of association, certificate or articles of incorporation, bylaws, operating agreement, or other organizational or charter documents that would constitute a Material Adverse Effect (defined below). Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing (where applicable) as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c)

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors, a committee of the Board of Directors or the Company’s shareholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and 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) insofar as indemnification and contribution provisions may be limited by applicable law.

(d)

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s memorandum of association, articles of association, certificate or articles of incorporation, bylaws, operating agreement, or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a 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, anti-dilution or similar adjustments acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(e)

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, other than: (i) the filings required pursuant to Section 4.4 of this Agreement (ii) the filing with the Commission of the Prospectus Supplement and (iii) notices and/or application(s) to and approvals by each applicable Trading Market for the listing of the applicable Securities for trading thereon in the time and manner required thereby, and (iv) filings required by the Financial Industry Regulatory Authority (“FINRA”) (collectively, the “Required Approvals”).

(f)

Issuance of the Securities. The Shares are duly authorized and, when issued and paid for in accordance

with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by

the Company other than restrictions on transfer provided for in the Transaction Documents and shall not be subject to preemptive or similar

rights of stockholders. The Company has reserved from its duly authorized capital stock the maximum number of Common Stock issuable pursuant

to this Agreement. The Company has filed the Registration Statement in conformity with the requirements of the Securities Act, which became

effective on July 25, 2025, including the Prospectus, and such amendments and supplements thereto as may have been required to the date

of this Agreement. The Registration Statement is effective under the Securities Act, and no stop order preventing or suspending the effectiveness

of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings

for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company shall file the

Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became

effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and

will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement

of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

and the Base Prospectus, the Prospectus Supplement and any amendments or supplements thereto, at the time the Base Prospectus, the Prospectus

Supplement or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects

to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material

fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form

S-3 under the Securities Act and meets the transaction requirements as set forth in General Instruction I.B.1 of Form S-3.

(g)

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the SEC Reports, and includes the number of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital shares since its most recently filed report under the Exchange Act, other than pursuant to the exercise of employee share options under the Company’s share option plans, the issuance of Common Stock to employees pursuant to the Company’s employee share purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. As a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. All of the outstanding shares of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all federal and state securities laws where applicable, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except for the Required Approvals, no further approval or authorization of any shareholder, the Board of Directors, or others is required for the issuance and sale of the Securities. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

(h)

SEC Reports; Financial Statements. 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 year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such materials) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus, being collectively referred to herein as the “SEC Reports”) As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, 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 the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for 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.

(i)

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest financial statements filed by the Company with the SEC, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and strategic acquisitions and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any of its shares and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.

(j)

Litigation. There is no action, suit, inquiry, notice of violation, proceeding

or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their

respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state,

county, local or foreign) (collectively, an “Action”) except as disclosed in the SEC Reports. None of the Actions disclosed

in the SEC Reports (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents, the

Shares, or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither

the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation

of or liability under federal or state securities laws or a claim of breach of fiduciary duty, which could result in a Material Adverse

Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission

involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other

order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the

Securities Act.

(k)

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all applicable U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l)

Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case of (i), (ii) and (iii) as could not have or reasonably be expected to result in a Material Adverse Effect.

(m)

Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n)

Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such certificates, authorizations or permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

(o)

Title to Assets. Except as disclosed in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance in all material respects.

(p)

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports, and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the actual knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(q)

Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage in an amount deemed commercially reasonable. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(r)

Transactions with Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, shareholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company or a Subsidiary and (iii) other employee benefits, including share option agreements under any share option plan of the Company.

(s)

Sarbanes-Oxley; Internal Accounting Controls. Except as set forth in the SEC Reports, the Company and the Subsidiaries are in material compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. Except as set forth in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of applicable under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(t)

Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents (for the avoidance of doubt, the foregoing shall not include any fees and/or commissions owed to the Depositary). Other than for Persons engaged by any Purchaser, if any, the Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(u)

Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

(v)

Registration Rights. No Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

(w)

Listing and Maintenance Requirements. The Common Stock are 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 Commission is contemplating terminating such registration. Except as disclosed in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock are or have been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Common Stock are currently eligible for electronic transfer through The Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to The Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

(x)

Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles of association or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(y)

Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that it has not provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and believes, to its best knowledge, that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

(z)

No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or 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 cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

(aa)

Solvency. Except as disclosed in the SEC Reports, based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(bb)

Tax Compliance. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all federal, state and local income and all foreign tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges, fines or penalties that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its financial statements provision reasonably adequate for the payment of all material tax liability of which has not been finally determined and all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(cc)

Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.

(dd)

Accountants. The Company’s independent registered public accounting firm is as set forth in the Prospectus Supplement. To the knowledge of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) has expressed its opinion with respect to the financial statements included in the Company’s Annual Report for the fiscal year ended December 31, 2025.

(ee)

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(ff)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for 4.12 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing shareholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

(gg)

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its 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 Common Stock, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Common Stock, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

(hh)

Share Option Plans. Each share option granted by the Company under the Company’s share incentive plans was granted (i) in accordance with the terms of such plan and (ii) with an exercise price established in accordance with terms of such plan. No share option granted under the Company’s share option plan has been backdated.

(ii)

Cybersecurity. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification; (ii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with commercially reasonable industry standards and practices.

(jj)

FDA. As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance would not have a Material Adverse Effect. There is no pending, completed or, to the Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of the FDA. The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced or marketed by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product being developed or proposed to be developed by the Company.

(kk)

Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

(ll)

Money Laundering. The operations of the Company and its

Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements

of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules

and regulations thereunder (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before

any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money

Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

3.2 Representations and Warranties of the Purchasers. Each Purchaser,

for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company

as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a)

Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and 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) insofar as indemnification and contribution provisions may be limited by applicable law.

(b)

Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws).

(c)

Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(d)

Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms, which terms include definitive pricing terms, of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares order to effect Short Sales or similar transactions in the future.

(e)

Independent Advice. Each Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice.

The Company acknowledges and agrees that the representations

contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations

and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other

document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated

hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty,

or preclude any actions, except as set forth in this Agreement, with respect to locating or borrowing shares in order to effect Short

Sales or similar transactions in the future.

Section 4.

OTHER AGREEMENTS OF THE PARTIES

4.1 Removal of Legends. The Shares shall be issued free of legends.

4.2 Furnishing of Information; Public Information. Until the

time that no Purchaser owns Securities, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or

12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all

reports required to be filed by the Company after the date hereof pursuant to the Exchange Act, even if the Company is not then subject

to the reporting requirements of the Exchange Act, (in each case on or after the date as of which the Purchasers may sell all of their

Securities without restriction or limitation pursuant to Rule 144) except in the event that the Company consummates: (a) any transaction

or series of related transactions as a result of which any Person (together with its Affiliates) acquires then outstanding securities

of the Company representing more than fifty percent (50%) of the voting control of the Company; (b) a merger or reorganization of the

Company with one or more other entities in which the Company is not the surviving entity; or (c) a sale of all or substantially all of

the assets of the Company, where the consummation of such transaction results in the Company no longer being subject to the reporting

requirements of the Exchange Act.

4.3 Integration. The Company shall not sell, offer for sale

or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would

be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would

require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing

of such subsequent transaction.

4.4 Securities Laws Disclosure; Publicity. The Company shall

(a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file

a Report of Foreign Private Issuer on Form 6-K, including the Transaction Documents as exhibits thereto, with the Commission within the

time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it

shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries,

or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction

Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality

or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective

officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other

hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to

the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make

any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the

prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or

delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with

prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name

of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without

the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction

Documents with the Commission, and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the

Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

4.5 Shareholder Rights Plan. No claim will be made or enforced

by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any

control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover

plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of

any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the

Company and the Purchasers.

4.6 Non-Public Information. Except with respect to the material

terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.4,

the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or

counsel with any information that the Company reasonably believes constitutes material non-public information, unless prior thereto such

Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The

Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities

of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s

consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of

its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, and of its

Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material,

non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant

to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the

Company shall simultaneously file such notice with the Commission pursuant to a Report of Foreign Private Issuer on Form 6-K. The Company

understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the

Company.

4.7 Use of Proceeds. The Company intends to use the net proceeds

from the sale of the Securities hereunder for its mining operations in Greenland, general corporate purposes and working capital.

4.8 Indemnification of Purchasers. Subject to the provisions

of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners,

employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack

of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and

Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons

with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling

persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages,

costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of

investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations,

warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted

against the Purchaser Parties in any capacity (including a Purchaser Party’s status as an investor), or any of them or their respective

Affiliates, any shareholder of the Company who is not an Affiliate of such Purchaser Party, arising out of or relating to any of the transactions

contemplated by the Transaction Documents (unless such action is based upon a material breach of such Purchaser Party’s representations,

warranties, covenants or agreements made by such Purchaser Party in any Transaction Document or any conduct by a Purchaser Party which

is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against

any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify

the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably

acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate

in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent

that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable

period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel to

the applicable Purchaser Party (which may be internal counsel), a material conflict on any material issue between the position of the

Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses

of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement for any settlement

by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed,

or the extent that a loss, claim, damage, or liability is attributable to any Purchaser Party’s breach of any of the representations,

warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification

and other payment obligations required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course

of the investigation, defense, collection, enforcement or action, as and when bills are received or are incurred; provided, that if any

Purchaser Party is finally judicially determined not to be entitled to indemnification or payment under this Section 4.8, such Purchaser

Party shall promptly reimburse the Company for any payments that are advanced under this sentence. The indemnity agreements contained

herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities

the Company may be subject to pursuant to law.

4.9 Listing of Shares. The Company hereby agrees to use commercially reasonable best efforts

to maintain the listing or quotation of the Common Stock on each Trading Market on which each is currently listed, and concurrently with

the Closing, the Company shall apply to list or quote all of the Common Stock on such Trading Markets and promptly secure the listing

of all of the Common Stock on such Trading Markets. The Company further agrees, if the Company applies to have the Common Stock traded

on any other Trading Market, it will then include in such application all of the Common Stock, and will take such other action as is necessary

to cause all of the Common Stock to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take

all action reasonably necessary to continue the listing and trading of the Common Stock on a Trading Market and will comply in all material

respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company

agrees to use commercially reasonable efforts to maintain the eligibility of the for electronic transfer through the Depository Trust

Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust

Company or such other established clearing corporation in connection with such electronic transfer. Notwithstanding anything to the contrary

contained in this Agreement, none of the foregoing shall apply in the event that the Company consummates (a) any transaction or series

of related transactions as a result of which any Person (together with its Affiliates) acquires then outstanding securities of the Company

representing more than fifty percent (50%) of the voting control of the Company; (b) a merger or reorganization of the Company with one

or more other entities in which the Company is not the surviving entity; or (c) a sale of all or substantially all of the assets of the

Company, where the consummation of such transaction results in the Company no longer being subject to the reporting requirements of the

Exchange Act

4.10 Equal Treatment of Purchasers. No consideration (including

any modification of the Transaction Documents) shall be offered or paid to any Person to amend or consent to a waiver or modification

of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents.

For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately

by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers

acting in concert or as a group with respect to the purchase, disposition or voting of the Common Stock or otherwise.

4.11 Certain Transactions and Confidentiality. Each Purchaser,

severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any

understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period

commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first

publicly announced pursuant to the initial press release as described in Section 4.4. Each Purchaser, severally and not jointly with the

other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company

pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and

terms of this transaction. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the

Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not

engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement

are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted

or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and

after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release

as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the

Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.4. Notwithstanding

the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate

portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the

portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect

to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this

Agreement.

Section 5.

MISCELLANEOUS

5.1 Termination. This Agreement may be terminated by any Purchaser,

as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the

other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading

Day following the date hereof; provided, however, that no such termination will affect the right of any party to sue for

any breach by any other party (or parties).

5.2 Fees and Expenses. Except as expressly set forth in the

Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, 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. The Company shall pay all Depositary Fees (including, without limitation, any fees required for same-day processing of

any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties

levied in connection with the delivery of any Securities to the Purchasers.

5.3 Entire Agreement. The Transaction Documents, together with

the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement, contain the entire understanding of the parties with

respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect

to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices. Any and all notices or other communications or

deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest

of: (a) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment

at each of the email addresses as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a

Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the

facsimile number or email attachment at each of the email addresses as set forth on the signature pages attached hereto on a day that

is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date

of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice

is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information

regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report

of Foreign Private Issuer on Form 6-K.

5.5 Amendments; Waivers. No provision of this Agreement may

be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the

Purchasers who execute this Agreement and who purchased at least 50.1% in interest of the Shares based on the initial Subscription Amounts

hereunder, or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if

any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of at

least 50.1% in interest of such disproportionately impacted Purchaser execute this Agreement and who (or group of Purchasers) shall also

be required. No waiver 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 subsequent default or a waiver of any other provision, 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. Any

proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative

to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser.

Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

5.6 Headings. The headings herein are for convenience only,

do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.7 Successors and Assigns. This Agreement shall be binding

upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or

any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign

any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that

such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents

that apply to the “Purchasers.”

5.8 No Third-Party Beneficiaries. This Agreement is intended

for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any

provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

5.9 Governing Law. All questions concerning the construction,

validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with

the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal

proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction

Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members,

employees or agents) shall be commenced exclusively in the state and federal courts sitting in the state of New York. Each party hereby

irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the state of New York for the adjudication

of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect

to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or

proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is

improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents

to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight

delivery (with evidence of delivery) 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 contained herein shall be deemed to limit

in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding

to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing

party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs

and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5.10 Survival. The representations and warranties contained

herein shall survive the Closing and the delivery of the Securities for the applicable statute of limitations.

5.11 Execution. This Agreement may be executed in two or more

counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts

have been signed by each party and delivered to each other party, it being understood that the 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 the party executing (or on whose behalf such signature is executed) with

the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.

5.12 Severability. If any term, provision, covenant or restriction

of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms,

provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired

or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve

the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated

and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions

without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Rescission and Withdrawal Right. Notwithstanding anything

to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser

exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations

within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written

notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

5.14 Replacement of Securities. If any certificate or instrument

evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution

for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument,

but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate

or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with

the issuance of such replacement Securities.

5.15 Remedies. In addition to being entitled to exercise all

rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific

performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred

by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action

for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.16 Payment Set Aside. To the extent that the Company makes

a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder,

and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared

to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored

to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal

law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended

to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff

had not occurred.

5.17 Independent Nature of Purchasers’ Obligations and Rights.

The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser,

and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under

any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant

hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of

entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or

the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its

rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall

not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been

represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The Company has elected to provide

all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested

to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other

Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not

between and among the Purchasers.

5.18 Saturdays, Sundays, Holidays, etc. If the last or appointed

day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day or Business Day,

then such action may be taken or such right may be exercised on the next succeeding Trading Day or Business Day, as the case may be.

5.19 Liquidated Damages. The Company’s obligations to

pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and

shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument

or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

5.20 Construction. The parties agree that each of them and/or

their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction

to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction

Documents or any amendments thereto. In addition, each and every reference to share prices and Common Stock in any Transaction Document

shall be subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions

relating to Common Stock that occur after the date of this Agreement.

5.21 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN

ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED

BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused

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

GREENLAND MINES LTD.

Address for Notice:

By:

Name:

Email:

Title:

Fax:

With a copy to (which shall not constitute notice):

Cyruli Shanks & Zizmor, LLP

420 Lexington Avenue, Suite 2320

New York, New York 10170

Attn: Paul Goodman

Email: pgoodman@cszlaw.com

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

SIGNATURE PAGES FOR PURCHASERS FOLLOW.]

[PURCHASER SIGNATURE PAGES 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:

Address for Notice to Purchaser:

DWAC for Common Stock:

Subscription Amount: $___________________

Common Stock: ___________________

EIN Number: ___________________

☐ Notwithstanding anything contained in this Agreement to the

contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased

from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional

and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of

this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above)

that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as

applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable)

to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.

[SIGNATURE PAGES CONTINUE]

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.3

Cover

Sep. 23, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 23, 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

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

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

- 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:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- 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:

Period Type:

duration

- 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:

Period Type:

duration

- 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:

Period Type:

duration

- 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:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- 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:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- 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:

Period Type:

duration

- 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:

Period Type:

duration

- 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:

Period Type:

duration

- 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:

Period Type:

duration

- 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:

Period Type:

duration

- 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:

Period Type:

duration

- 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:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- 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:

Period Type:

duration

- 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:

Period Type:

duration

- 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:

Period Type:

duration

- 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:

Period Type:

duration

- 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:

Period Type:

duration

- 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:

Period Type:

duration

- 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:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=GRML_WarrantsMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: