Business Context and Reporting Period
Company: Klotho Neurosciences, Inc. (KLTO)
Filing Date: March 4, 2026
Event: Entry into a Material Agreement and Completion of Acquisition of Greenland Mines Corp. (Greenland Mines).
Transaction Structure: Greenland Mines merged into a wholly-owned subsidiary of Klotho Neurosciences, becoming a wholly-owned subsidiary itself. The transaction did not result in a change of control for Klotho Neurosciences.
Key Financial Metrics and Transaction Terms
Consideration: 47,000 newly issued shares of Klotho Neurosciences Series C Preferred Stock issued to Greenland Mines stockholders.
Asset Acquired: Greenland Mines holds an 80% interest in Major Precious Greenland A/S, the sole owner of the Skaergaard Project mineral properties in Greenland. Greenland Mines retains an option to acquire the remaining 20% interest.
Mineral Resource Estimates (Skaergaard Project): Based on a 2022 Canadian NI 43-101 Technical Report by SLR Consulting Limited:
- Total Indicated and Inferred Resource: 364.37 million tons at 2.17 g/t PdEq.
- Indicated Category: 158.95 million tons grading 2.22 g/t PdEq.
- Combined Indicated and Inferred: 25.4 million ounces of palladium equivalent (Moz PdEq) and 23.5 million ounces of gold equivalent (Moz AuEq).
Royalty Obligation: The Government of Greenland is entitled to a 2.5% royalty upon the project reaching the production stage.
Financial Statements: The filing does not provide current revenue, profit, cash flow, or debt metrics for the acquired entity. Financial statements of Greenland Mines are to be filed by amendment within 71 days.
Material Changes and New Securities
Series C Preferred Stock: Klotho Neurosciences designated a new series of preferred stock with the following terms:
- Authorization: 50,000 shares authorized; 47,000 issued in this transaction.
- Dividends: Entitled to dividends on an as-converted basis, pari passu with Common Stock, but prior to junior classes.
- Voting: Voting rights activate only after stockholder approval. Each share converts to 42,554 shares of Common Stock for voting purposes.
- Conversion: Convertible into 42,554 shares of Common Stock per preferred share, subject to stockholder approval.
Board Representation: Greenland Mines stockholders have the right to designate one individual to join Klotho Neurosciences' Board of Directors.
Guidance, Risks, and Contingencies
Verification Status: The Company has not independently verified the mineral resource estimates provided in the 2022 report. These estimates were prepared under NI 43-101 standards, not Regulation S-K Subpart 1300.
Forward-Looking Statements: The filing contains forward-looking statements regarding future commercial operations, subject to risks including the inability to implement business plans, regulatory changes, and competitive environment shifts.
Regulatory Contingencies: Conversion and voting rights of the Series C Preferred Stock are contingent upon approval by Klotho Neurosciences' stockholders.
Investor Verification Checklist
- Verify the independent verification status of the Skaergaard Project mineral resource estimates (currently unverified by Klotho).
- Confirm the timeline for the filing of Greenland Mines' financial statements (due within 71 days of this report).
- Monitor the status of stockholder approval required to activate voting and conversion rights for the Series C Preferred Stock.
- Review the full text of the Subscription, Joint Venture and Option Agreement (Exhibit 10.2) regarding the option to acquire the remaining 20% interest in Major Precious.
- Assess the impact of the 2.5% royalty payable to the Government of Greenland on future project economics.