Greenland Mines Ltd. has completed a merger transaction that transferred the mineral license for the Sarfartoq project in Greenland to the company. On September 1, 2026, Greenland Mines merged with NNSR Holdings Inc., with the surviving entity being Merger Sub. The acquisition did not result in a change of control of Greenland Mines or a change in its executive officers and directors.
Under the terms of the May 20, 2026 Agreement and Plan of Merger, as amended, the company issued 1,040,676 newly issued shares of common stock and 359,324 newly issued shares of a designated Series R preferred stock to the former stockholders of NNSR Holdings Inc. The issuance of these securities was exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D, with recipients representing that they are accredited investors.
The company also designated a new series of preferred stock known as Series R Preferred Stock. The Certificate of Designation authorizes a total of 359,324 shares. The Series R Preferred Stock is entitled to receive dividends on an as-converted basis, pari passu with common stock. Voting rights are contingent upon stockholder approval, after which shares will vote together with common stock as a single class. Each share is convertible into one share of common stock after approval.
On September 3, 2026, the company’s stockholders approved the issuance of up to 40,800,776 shares of common stock upon the conversion of Series C Preferred stock and an amendment to the 2024 Equity Incentive Plan to increase the number of available shares to 400,000. The company also amended the Certificate of Designation for Series C Preferred Stock to limit conversion until January 8, 2027, or the next trading day following a Nasdaq closing price of at least $15.00 per share.
