GRML

Business Context and Reporting Period

Company: Greenland Mines Ltd.
Filing Type: Form 8-K (Current Report)
Date of Report: August 26, 2026
Reporting Period: Event date August 26, 2026 (Closing expected August 27, 2026)
Business Context: The Company, an emerging growth company incorporated in Delaware, entered into a registered public offering to raise capital for the acquisition of the Sarfatoq project and working capital purposes.

Key Financial Metrics

Offering Structure:

• Common Stock: 1,632,783 shares issued.
• Pre-Funded Warrants: Warrants exercisable for up to 2,367,517 shares.
• Offering Price: $5.00 per share of Common Stock; $4.9999 per Pre-Funded Warrant.
• Exercise Price: $0.0001 per share for Pre-Funded Warrants.

Capital Raised:

• Expected Net Proceeds: Approximately $18.5 million (after deducting placement agent fees and expenses).
• Placement Agent Fee: 7.0% of aggregate gross proceeds.
• Expense Reimbursements: Up to $50,000 for non-accountable expenses and up to $65,000 for legal expenses.

Other Metrics:

• Trading Symbols: GRML (Common Stock), GRMLW (Warrants) on The Nasdaq Stock Market LLC.
• Ownership Limitation: Exercise of Pre-Funded Warrants is restricted to prevent beneficial ownership exceeding 4.99% (or 9.99% at holder election) of outstanding shares.

Note: This filing does not provide historical revenue, profit, cash flow, margin, or debt figures. It focuses solely on the capital raise transaction.

Material Changes

Capital Structure Change: The Company will issue a significant number of new shares and pre-funded warrants, resulting in dilution to existing shareholders. The total potential share issuance includes 1,632,783 immediate shares plus up to 2,367,517 shares via warrant exercise.
Liquidity Change: Upon closing, the Company expects an immediate increase in cash and cash equivalents of approximately $18.5 million in net proceeds.
Strategic Change: Proceeds are designated to complete the acquisition of the Sarfatoq project, marking a material shift in asset base and operational focus.

Guidance, Outlook, and Risks

Use of Proceeds: Net proceeds will be used to complete the acquisition of the Sarfatoq project and for general working capital purposes.
Management Commentary: The offering is priced and expected to close on or about August 27, 2026, subject to customary closing conditions.
Risks and Contingencies:

• Closing Risk: The transaction is subject to satisfaction of customary closing conditions; failure to close would result in no proceeds.
• Forward-Looking Statements: Risks include the ability to satisfy closing conditions on a timely basis and uncertainties regarding the use of proceeds.
• Lock-Up Restrictions: The Company has agreed to restrictions on issuing additional Common Stock or convertible securities for 30 days following the closing.

Unusual Items: None reported beyond the standard terms of the registered public offering and placement agency agreement.

Investor Verification Checklist

• Verify the final closing date and confirmation of the $18.5 million net proceeds receipt.
• Confirm the successful completion of the Sarfatoq project acquisition using the raised capital.
• Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific covenants and termination rights.
• Monitor the impact of the new share issuance on earnings per share and total outstanding share count.
• Check for any subsequent filings regarding the exercise of Pre-Funded Warrants and the resulting dilution.