Form 8-K

8-K — Greenland Mines Ltd

Accession: 0001213900-26-097770

Filed: 2026-09-04

Period: 2026-09-01

CIK: 0001907223

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

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0304732-8k_greenland.htm (Primary)

EX-3.1 — CERTIFICATE OF DESIGNATION OF THE SERIES R PREFERRED STOCK (ea030473201ex3-1.htm)

EX-3.2 — CERTIFICATE OF DESIGNATION OF SERIES C PREFERRED STOCK OF GREENLAND MINES LTD (ea030473201ex3-2.htm)

EX-10.1 — AMENDMENT TO MAY 20, 2026 AGREEMENT AND PLAN OF MERGER (ea030473201ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0304732-8k_greenland.htm · Sequence: 1

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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 1, 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 ☒

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 Material Agreement

On September 1, 2026, Greenland Mines Ltd, a

Delaware corporation (the “Company”) entered into an Amendment to the Agreement and Plan of Merger (this

“Amendment”) dated as of May 20, 2026 by and among Company, Greenland Rare Earths Corp., a Delaware corporation

(“Merger Sub”), Neo North Star Resources, Inc., a Delaware corporation (“Neo”), the stockholders of Neo, and

Lazaros Nikeas, as the representative of the stockholders of Neo (the “Neo Stockholder Representative”).

The Amendment (a) substituted a new parent entity,

NNSR Holdings Inc., a Delaware corporation and sole stockholder of Neo for Neo under the May 20, 2026 Agreement and Plan of Merger (the

“Merger Agreement”) and (b) fixed the equity consideration payable by the Company under the Merger Agreement as 1,040,676

newly issued shares of Company’s common stock and 359,324 newly issued shares of a newly designated series of the Company’s

preferred stock.

The

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

a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item

2.01 – Completion of Acquisition or Disposition of Assets

On September 1, 2026, (the “Closing Date”), at the closing of the Merger Agreement, NNSR Holdings Inc. merged into Merger

Sub with Merger Sub being the surviving entity (the “Acquisition”). The Acquisition did not result in a change of control

of the Company or a change in the executive officers and directors of the Company.

The

acquisition resulted in the indirect transfer to the Company of the mineral license for the Sarfartoq mineral project in Greenland.

The closing follows the Company’s release of an independent Initial Assessment for Sarfartoq, which demonstrated compelling

project economics. Under the high case, the Project has an estimated pre-tax net present value (“NPV”) of approximately

$2.05 billion and a pre-tax internal rate of return (“IRR”) of 118.6%, including Indicated and Inferred Mineral

Resources. The Initial Assessment is based entirely on the ST1 deposit, which occupies well under 1% of the 191-square-kilometer

Sarfartoq mineral exploration license, with five additional known rare earth occurrences along the approximately 32-kilometer outer

ring structure remaining largely untested.

Item

3.02 – Unregistered Sales of Equity Securities

September 1, 2026, the Company issued to the former stockholders of NNSR Holdings Inc., a total of 1,040,676 newly issued shares of Company’s

common stock and 359,324 newly issued shares of the Company’s Series R preferred stock.

The

issuance of the securities described above was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the

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

Regulation S. The recipients represented that they are “accredited investors” as defined in Rule 501(a) of Regulation D and

that the securities were acquired for investment and not with a view to distribution. The securities were offered without general solicitation

or advertising and represented the consideration paid under the Merger Agreement.

description of the Series R Preferred Stock is set forth in Item 5.03 below and incorporated into this Item 3.02 by reference.

Item

5.03 – Amendments to Articles of Incorporation

September 1, 2026, the Board of Directors of the Company, pursuant to a Certificate of Designation, designated a new series of the Company’s

preferred stock to be known as Series R Preferred Stock (the “Certificate of Designation”). The Certificate of Designation

authorized a total of 359,324 shares of Series R Preferred Stock.

summary of rights and privileges of the Series R Preferred Stock is as follows:

Dividends

- The holders of shares of Series R Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors,

dividends an as-converted basis, pari passu with all holders of Common Stock.

Voting

- After approval by the Company’s stockholders at a special or annual meeting of the Company’s stockholders, the holders

of Series R Preferred Stock shall vote together with the holders of Common Stock and any other class or series of capital stock entitled

to vote thereon as a single class on all matters submitted to a vote of stockholders of the Corporation. Each share of Series R Preferred

Stock shall entitle the holder thereof to a number of votes equal to the number of shares of Common Stock into which such shares of Series

C Preferred Stock is then convertible. The shares of Series R Preferred Stock shall not be entitled to vote prior to the stockholder

approval.

Conversion

– At any time after approval by the Company’s stockholders, each share of Series R Preferred Stock shall be convertible into

one (1) share of the Company’s common stock. Holders of shares of Series R Preferred Stock shall have no conversion rights prior

to the approval of the Company’s stockholders.

The

foregoing description of the Series R Preferred Stock does not purport to be complete and is qualified in its entirety by reference to

the Certificate of Designation of the Series R Preferred Stock, a copy of which is filed herewith as Exhibit 3.1 and is incorporated

herein by reference.

In addition, on September 3, 2026, the Board of

Directors of the Company and the holders of a majority in interest of the Company’s Series C Preferred Stock agreed to amend the

Certificate of Designation for the Series C Preferred Stock in order to limit the conversion of shares of the Series C Preferred Stock

into shares of Common stock until the earlier of (i) January 8, 2027 and (ii) the next trading following the fifth (5th) consecutive trading

day on which the Nasdaq closing price of the Corporation’s Common Stock was at least Fifteen ($15.00) Dollars per share.

The foregoing description of the Amendment

to the Certificate of Designation for the Series C Preferred Stock does not purport to be complete and is qualified in its entirety

by reference to the Amendment to the Certificate of Designation for the Series

C Preferred Stock, a copy of which is filed herewith as Exhibit 3.2 and is incorporated herein by reference.

Item

5.07. Submission of Matters to a Vote of Security Holders

a special meeting of stockholders of the Company held on September 3, 2026, the Company’s

stockholders approved a proposal (a) to approve, for purposes of Nasdaq Listing Rule 5635, (a) in connection with the Company’s

acquisition of Greenland Mines Corp. on March 4, 2026, the issuance of up to 40,800,776 shares of the Company’s common stock, par

value $0.0001 per share (“Common Stock”) as adjusted for the Company’s August 24, 2026 reverse stock split (the “Reverse

Stock Split”), upon the conversion of shares of the Company’s Series C Preferred stock, issued to the holders as the consideration

for the purchase of Greenland Mines Corp. and (b) in connection with the Company’s February 19, 2026 private placement, the issuance

of up to 691,039 shares of Common Stock upon the exercise of the outstanding private Warrants issued on February 19, 2026 (the “Issuance

Proposal”) and (b) to approve an amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares of

the Company’s Common Stock, par value $0.0001 (the “Common Stock”), available and reserved for issuance thereunder

to 400,000 shares of Common Stock, as adjusted for the Reverse Stock Split, subject to certain conditions (the “Incentive Plan

Proposal”).

Approval

of each Proposal required the affirmative vote of the majority of the voting power of the outstanding shares of the Company’s Common

Stock present in person or represented by proxy at the Special Meeting.

May 18, 2026, the record date for stockholders entitled to notice of, and to vote at, the special meeting, 2,424,773 common shares of

the Company were issued and outstanding as adjusted for the Reverse Stock Split. The holders of 869,817 common shares of the Company,

as adjusted for the Reverse Stock Split, were present at the special meeting, either in person or represented by proxy, constituting

a quorum.

The

voting results with respect to the Issuance Proposal, as adjusted for the Reverse Stock Split, were as follows:

Proposal

1. Approval of the Issuance Proposal.

For

Against

Abstain

Broker

Non-Votes

836,940

17,364

15,512

The

voting results with respect to the Incentive Plan Proposal, as adjusted for the Reverse Stock Split, were as follows:

Proposal

2. Approval of the Incentive Plan Proposal.

For

Against

Abstain

Broker

Non-Votes

829,747

25,711

14,357

Since

there were sufficient votes represented at the special meeting to approve the Issuance Proposal and the Incentive Plan Proposal, the

proposal to adjourn the special meeting to solicit additional proxies was moot and therefore not presented or voted on.

Item 9.01 Financial Statements and Exhibits.

The Company has determined that the acquired assets do not constitute a business for purposes of Rule 3-05 of Regulation S-X. Accordingly,

no financial statements or pro forma financial information is required under Item 9.01 of Form 8-K.

Exhibits

Description

3.1

Certificate of Designation of the Series R Preferred Stock

3.2

Certificate of Amendment to Certificate of Designation of Series C Preferred Stock

10.1

Amendment to May 20, 2026 Agreement and Plan of Merger

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 4, 2026

GREENLAND

MINES LTD.

By:

/s/

Joseph Sinkule

Name:

Joseph

Sinkule

Title:

Chief

Executive Officer

EX-3.1 — CERTIFICATE OF DESIGNATION OF THE SERIES R PREFERRED STOCK

EX-3.1

Filename: ea030473201ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE

OF DESIGNATION, NUMBER, VOTING POWER, PREFERENCES AND RELATIVE, PARTICIPATING, OPTION OR OTHER SPECIAL RIGHTS, AND THE QUALIFICATIONS,

LIMITATIONS OR RESTRICTIONS THEREOF, OF THE SERIES OF PREFERRED STOCK TO BE DESIGNATED.

SERIES R

PREFERRED STOCK

GREENLAND

MINES LTD.

Pursuant

to Section 151 of the

General

Corporation Law of the State of Delaware

The

undersigned DOES HEREBY CERTIFY that the following resolution was duly adopted on September 1, 2026, by the Board of Directors of Greenland

Mines Ltd., a Delaware corporation (hereinafter referred to as the “Corporation”), pursuant to authority conferred upon the

Board of Directors by the provisions of the Certificate of Incorporation of the Corporation and in accordance with the provisions of the

General Corporation Law of the State of Delaware:

RESOLVED

that pursuant to authority expressly granted to and vested in this Board of Directors of the Corporation in accordance with the Certificate

of Incorporation of the Corporation (the “Certificate of Incorporation”), the issuance of a series of 359,324 shares of the

100,000,000 shares of Preferred Stock which the Corporation now has authority to issue, be and the same hereby is, authorized, and this

Board of Directors hereby fixes the designations, number, voting powers, preferences and relative, participating, optional and other special

rights, and the qualifications, limitations or restrictions thereof, of the shares of such series (in addition to the designations, voting

powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions

thereof, set forth in the Certificate of Incorporation which are applicable to the Preferred Stock) as follows:

1. Designation. There

shall be a series of Preferred Convertible Stock designated as “Series R Preferred Stock” (the “Series R Preferred

Stock”) and the number of shares constituting that series shall be 359,324.

2. Voting. (a)

No Voting Rights Prior to Stockholder Approval. Notwithstanding anything to the contrary contained in this Certificate of Designation,

until Stockholder Approval (as defined below) has been obtained by the Corporation, the shares of Series R Preferred Stock shall have

no voting rights whatsoever and the holders of Series R Preferred Stock shall not be entitled to vote such shares on any matter submitted

to the stockholders of the Corporation.

(b) Voting Following Stockholder

Approval. Upon the Corporation obtaining Stockholder Approval, the holders of Series R Preferred Stock shall vote together with the

holders of Common Stock and any other class or series of capital stock entitled to vote thereon as a single class on all matters submitted

to a vote of stockholders of the Corporation. Each share of Series R Preferred Stock shall entitle the holder thereof to a number of

votes equal to the number of shares of Common Stock (including fractions thereof) into which such share of Series R Preferred Stock is

then convertible.

Approval. For purposes of this Certificate of Designation, “Stockholder Approval” means the approval of the Corporation’s

stockholders, at a special or annual meeting of the stockholders, as required by the applicable rules and regulations of the Nasdaq Stock

Market (or any successor exchange on which the Common Stock is listed), including approval of: (i) the issuance of shares of Common Stock

upon conversion of the Series R Preferred Stock and (ii) the voting rights of the Series R Preferred Stock on an as-converted basis.

3. Dividends. (a)

The holders of shares of the Series R Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors,

out of assets of the Corporation legally available therefor, dividends on an as-converted basis, pari passu with all holders of Common

Stock (as adjusted for any stock dividends, combinations or splits with respect to such stock).

(b)

Each fractional share of Series R Preferred Stock outstanding shall be entitled to a ratably proportionate amount of any dividends or

other distributions made with respect to each outstanding share of Series R Preferred Stock, and all such distributions shall be payable

in the same manner and at the same time as distributions on each outstanding share of Series R Preferred Stock.

(c)

Notwithstanding anything to the contrary contained herein, the Corporation shall not issue any shares of Common Stock (or securities convertible

into or exercisable for Common Stock) as payment of dividends on the Series R Preferred Stock, or otherwise pursuant to this Certificate

of Designation, to the extent that such issuance would require stockholder approval under the applicable rules of the Nasdaq Stock Market

unless Stockholder Approval has been obtained by the Corporation.

4. Liquidation. (a)

In the event of the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of

shares of Series R Preferred Stock shall be entitled to receive, prior and in preference to any distribution of the assets of the Corporation

to the holders of Common Stock or any other class or series of capital stock ranking junior to the Series R Preferred Stock with respect

to liquidation, an amount per share equal to the amount that would have been received by such holder if the shares of Series R Preferred

Stock had been converted into shares of Common Stock immediately prior to the consummation of such liquidation, plus an amount equal

to any accumulated and unpaid dividends to the date of payment (whether or not declared) (the “Liquidation Preference”).

(b)

If, upon such voluntary or involuntary liquidation, dissolution or winding up of the Corporation’s affairs, the assets of the Corporation

legally available for distribution to the Corporation’s stockholders are insufficient to pay the full amount of the liquidation

preference on all outstanding shares of Series R Preferred Stock and the corresponding amounts payable on all shares of each other class

or series of capital stock of the Corporation ranking, as to rights to the distribution of assets upon any voluntary or involuntary liquidation,

dissolution or winding up, on parity with the Series R Preferred Stock, then the holders of the Series R Preferred Stock and each such

other class or series of capital stock of the Corporation ranking, as to rights to the distribution of assets upon the Corporation’s

voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series R Preferred Stock will share ratably in any

distribution of assets in proportion to the full liquidation preference to which they would otherwise be respectively entitled. In any

such distribution, the “liquidation preference” of any holder of the Corporation’s capital stock other than the Series

R Preferred Stock means the amount otherwise payable to such holder in such distribution (assuming no limitation on the Corporation’s

assets available for such distribution), including an amount equal to any declared but unpaid dividends in the case of any holder or stock

on which dividends accrue on a non-cumulative basis and, in the case of any holder of stock on which dividends accrue on a cumulative

basis, an amount equal to any unpaid, accrued, cumulative dividends, whether or not earned or declared, as applicable.

- 2 -

(c)

Holders of Series R Preferred Stock will be entitled to written notice of any voluntary or involuntary liquidation, dissolution or winding

up of the Corporation, no fewer than thirty (30) days prior to the payment date. Such notice shall include the anticipated payment date,

the liquidation preference amount payable per share, and instructions for making claims.

The

consolidation, merger or other business combination of the Corporation with or into any other entity or the sale, lease, transfer or conveyance

of all or substantially all of the assets, property or business of the Corporation will not be deemed to constitute a liquidation, dissolution

or winding up of the Corporation for purposes of Section 4.

5. Conversions. Upon

the Corporation obtaining Stockholder Approval, the holders of shares of Series R Preferred Stock shall have the following conversion

rights:

(a) Right to Convert.

Subject to the terms and conditions of this Section 5, a holder of any share or shares of Series R Preferred Stock shall have the right,

at its option, at any time after of the Corporation has received Stockholder Approval, to convert each of its shares of Series R Preferred

Stock into one (1) share of fully paid and nonassessable shares of Common Stock (the “Conversion Ratio”), subject to adjustment

as provided in this Section 5. Such rights of conversion shall be exercised by the holder thereof by giving written notice that the holder

elects to convert a stated number of shares of Series R Preferred Stock into Common Stock and by surrender of a certificate or certificates

for the shares so to be converted to the Corporation at its principal office (or such other office or agency of the Corporation as the

Corporation may designate by notice in writing to the holders of the Series R Preferred Stock) at any time during its usual business

hours on the date set forth in such notice, together with a statement of the name or names (with address) in which the certificate or

certificates for shares of Common Stock shall be issued. The Corporation shall also permit conversion through book-entry or electronic

means in accordance with the procedures established by the Corporation’s transfer agent. Notwithstanding anything to the contrary contained

herein, prior to the Corporation obtaining Stockholder Approval, the shares of Series R Preferred Stock shall not be convertible into

shares of Common Stock.

(b) Issuance of Certificates.

Promptly after the receipt of the written notice referenced to in subsection 5(a) and surrender of the certificate or certificates for

the share or shares or Series R Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered,

to the holder registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares

of Common Stock issuable upon the conversion of such share or shares of Series R Preferred Stock. To the extent permitted by law, such

conversion shall be deemed to have been effected and the Conversion Ratio shall be determined as of the close of business on the date

on which such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares

shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Series R Preferred Stock

shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable

upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

- 3 -

Dividends; Partial Conversion. No fractional shares shall be issued upon conversion of Series R Preferred Stock into Common Stock

and no payment or adjustment shall be made upon any conversion on account of any cash dividends on the Common Stock issued upon such

conversion. At the time of each conversion, the Corporation shall pay in cash an amount equal to all dividends declared and unpaid on

the shares of Series R Preferred Stock surrendered for conversion to the date upon which such conversion is deemed to take place as provided

in subsection 4(b), but no payment or adjustment shall be made on account of any accrued dividends that have not been declared. In case

the number of shares of Series R Preferred Stock represented by the certificate or certificates surrendered pursuant to subsection 5(a)

exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder, at the expense

of the Corporation, a new certificate or certificates for the number of shares of Series R Preferred Stock represented by the certificate

or certificates surrendered which are not to be converted. If any fractional share of Common Stock would, except for the provisions of

the first sentence of this subsection 5(c), be delivered upon such conversion, the Corporation, in lieu of delivering such fractional

share, shall pay to the holder surrendering the Series R Preferred Stock for conversion an amount in cash equal to the current market

price of such fractional share as determined in good faith by the Board of Directors of the Corporation.

(d) Subdivision or Combination

of Common Stock. If the Corporation shall at any time or from time to time effect (i) a subdivision of the outstanding Common Stock

(also known as a forward stock split) or (ii) a combination of the outstanding Common Stock into a smaller number of shares (also known

as a reverse stock split), the Conversion Ratio in effect immediately before such event shall be proportionately adjusted so that the

number of shares of Common Stock issuable upon conversion of each share of Series R Preferred Stock shall be increased in the case of

a subdivision and decreased in the case of a combination, in each case in proportion to the change in the aggregate number of shares

of Common Stock outstanding.

(e) Reorganization or

Reclassification. If any capital reorganization or reclassification of the capital stock of the Corporation shall be effected in

such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common

Stock, then as it condition of such reorganization or reclassification, lawful and adequate provisions shall be made whereby each holder

of a shares or Series R Preferred Stock shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified

herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Series

R Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number

of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore receivable upon

such conversion had such reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made

with respect to the rights and interests of such holder to the end that the provisions hereof (including without limitation provisions

for adjustments of Conversion Ratio) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities

or assets thereafter deliverable upon the exercise of such conversion rights.

- 4 -

(f) Notice of Adjustment.

Upon any adjustment of the Conversion Ratio, then in each such case the Corporation shall give written notice thereof, by delivery in

person, certified or mail, return receipt requested or e-mail addressed to each holder of shares of Series R Preferred Stock at the address

of such holder as shown on the books of the Corporation, which notices shall state the Conversion Ratio resulting from such adjustment,

setting forth, in reasonable detail the method upon which such calculation is based.

(g) Other Notices.

In case at any time:

(1)

the Corporation shall declare any dividend upon its Common Stock payable in cash or stock or make any other distribution to the holders

or its Common Stock;

(2)

there shall be any capital reorganization or reclassification of the capital stock of the Corporation or a consolidation or merger of

the Corporation with or into another entity or entities. or a sale, lease, abandonment, transfer or other disposition of all or substantially

all its assets; or

(3)

there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Corporation;

then, in any

one or more of said cases, the Corporation shall give, by delivery in person, certified mail, return receipt requested or e-mail to each

holder of any shares of Series R Preferred Stock at the address of such holder as shown on the books of the Corporation, (a) at least

20 days’ prior written notice of the date on which the books of the Corporation shall close or a shall be taken for such dividend

distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation,

merger, disposition, dissolution, liquidation or winding up, least 20 days’ prior written notice of the date when the same shall

take place. Such notice in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution

or subscription right the date on which the holders of Common Stock shall be entitled thereto and such notice in accordance with the foregoing

clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities

or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation

or winding up, as the case may be.

(h) Limitations on Conversion.

Subsequent to Stockholder Approval and notwithstanding anything to the contrary contained herein, the number of shares of Common Stock

that may be acquired by a holder upon conversion shall be limited to the extent necessary to insure that, following such exercise (or

other issuance), the total number of shares of Common Stock then beneficially owned by such holder and its affiliates and any other persons

whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the U.S. Securities

Exchange Act of 1934, as amended (the “U.S. Exchange Act”), does not exceed 9.999% of the total number of issued and outstanding

shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial

ownership shall be determined in accordance with Section 13(d) of the U.S. Exchange Act and the rules and regulations promulgated thereunder.

By written notice to the Company, the Holder may waive the provisions of this Section 10(a) as to itself but any such waiver will not

be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other holder.

- 5 -

(i) Stock to be Reserved.

The Corporation will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon

the conversion of Series R Preferred Stock as herein provided, such number of shares of Common Stock as shall then be issuable upon the

conversion of all outstanding shares of Series R Preferred Stock. The Corporation covenants that all shares of Common Stock which shall

be so issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect

to the issue the issue there and without limiting the generality of the foregoing, the Corporation covenants that it will from time to

time take all such action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or

less than the Conversion Ratio in effect at the time. The Corporation will take all such action as may be necessary to assure that such

shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national

securities exchange upon which the Common Stock may be listed. The Corporation will not take any action which results in any adjustment

of the Conversion Ratio if the total number of shares of Common Stock issued and issuable after such action upon conversion of Series

R Preferred Stock would exceed the total number of shares of Common Stock then authorized by the Certificate of Incorporation.

(j) No Reissuance of Series

R Preferred Stock. Shares of Series R Preferred Stock which are converted into shares of Common Stock as provided herein shall not

be reissued.

(k) Issue Tax. The

issuance of certificates for shares of Common Stock upon conversion of Series R Preferred Stock shall be made without charge to the holders

thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable

in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series

R Preferred Stock which is being converted.

(l) Definition of Common

Stock. As used in this Section 4 the term “Common Stock” shall mean and include the Corporation’s authorized Common

Stock par value $.0001 per share, as constituted on the date of filing of these terms of the Series R Preferred Stock and shall also

include any capital stock of any class of the Corporation thereafter authorized which shall not be limited to a fixed sum or percentage

in respect of the its rights of the holders thereof to participate in dividends or in the distribution of assets upon the voluntary or

involuntary liquidation, dissolution or winding up of the Corporation, provided the shares of Common Stock receivable upon conversion

of shares of Series R Preferred Stock shall include only shares designated as Common Stock of the Corporation on the date filing of this

instrument, or in case of any reorganization or reclassification of standing outstanding shares thereof, the stock, securities or assets

provided for in subsection 5(e).

6. Amendments. No

provision of these terms of the Series R Preferred Stock may be amended, modified or waived without the written consent or affirmative

vote of the holders of a majority of the then outstanding shares of Series R Preferred Stock.

- 6 -

WITNESS WHEREOF, Greenland Mines Ltd. has caused this certificate to be signed and its corporate seal to be hereunto affixed on this 1st

day of September, 2026.

GREENLAND MINES LTD.

By:

/s/ Joseph Sinkule

Name:

Joseph Sinkule

Title:

Chief Executive Officer

- 7 -

EX-3.2 — CERTIFICATE OF DESIGNATION OF SERIES C PREFERRED STOCK OF GREENLAND MINES LTD

EX-3.2

Filename: ea030473201ex3-2.htm · Sequence: 3

Exhibit 3.2

CERTIFICATE OF AMENDMENT

CERTIFICATE OF DESIGNATION OF

SERIES C PREFERRED STOCK

GREENLAND MINES LTD.

GREENLAND MINES LTD., a corporation organized and

existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

FIRST: The Certificate of Designation of Preferences,

Rights and Limitations of Series C Preferred Stock of the Corporation (the “Certificate of Designation”) was filed with the

Secretary of State of the State of Delaware on March 9, 2026.

SECOND: The Board of Directors of the Corporation

duly adopted resolutions approving and declaring advisable the amendment to the Certificate of Designation set forth in this Certificate

of Amendment.

THIRD: The amendment set forth in this Certificate

of Amendment has been duly approved by the holders of the requisite number of outstanding shares of Series C Preferred Stock in accordance

with the Certificate of Designation and Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: The Certificate of Designation is hereby

amended as follows:

Section 5 of the Certificate of Designation is

hereby amended by adding a new subsection (m) thereto, to read in its entirety as follows:

“(m) Notwithstanding anything to the contrary

contained herein, no shares of Series C Preferred stock shall be convertible into Common Stock until the earlier of (i) January 8, 2027

and (ii) the next trading following the fifth (5th) consecutive trading day on which the Nasdaq closing price of the Corporation’s

Common Stock was at least Fifteen ($15.00) Dollars per share.”

IN WITNESS WHEREOF, Greenland

Mines Ltd. has caused this certificate to be signed and its corporate seal to be hereunto affixed on this 3rd day of September, 2026.

GREENLAND MINES LTD.

By:

/s/ Jeffrey LeBlanc

Name:

Jeffrey LeBlanc

Title:

Chief Financial Officer

EX-10.1 — AMENDMENT TO MAY 20, 2026 AGREEMENT AND PLAN OF MERGER

EX-10.1

Filename: ea030473201ex10-1.htm · Sequence: 4

Exhibit 10.1

AMENDMENT NUMBER 1 TO

AGREEMENT AND PLAN OF MERGER

This Amendment

to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of September 1, 2026, amends

that certain Agreement and Plan of Merger (as amended or modified from time to time in accordance with the terms thereof, the “Merger

Agreement”), dated as of May 20, 2026 by and among Greenland Mines Ltd, a Delaware corporation (“Purchaser”),

Greenland Rare Earths Corp., a Delaware corporation (“Merger Sub”), Neo North Star Resources, Inc, a Delaware corporation

(“Neo”), the stockholders of Neo set forth on Schedule A thereto, and Lazaros Nikeas, a resident of Connecticut,

as the representative of the stockholders of Neo (the “Neo Stockholder Representative”). Capitalized terms used herein,

but not otherwise defined herein, shall have the same meanings ascribed to such terms in the Merger Agreement.

WHEREAS, the Parties desire

to amend the Merger Agreement on the terms and conditions set forth in this Amendment pursuant to Section 6.4 of the Merger Agreement.

NOW, THEREFORE, in consideration

of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Parties agree as follows:

1. NNSR

Holdings Inc., a Delaware corporation and sole stockholder of Neo (“Neo Holdings”) is hereby added as a party. The

following conforming amendments are made:

a. “Neo Common Stock” shall mean the common stock of Neo Holdings, $0.0001 par value per share.

b. “Neo Stockholders” shall mean the stockholders

of Neo Holdings.

c. “Neo Stockholder Representative”

d. “Parties” shall mean, collectively, Purchaser,

Merger Sub, Neo, Neo Holdings and the Neo Stockholders, each of which is a “Party”.

e. References to “Neo” shall be amended to refer

to “Neo Holdings” in recitals three and four, and Sections 1.1, 1.4, 2.2, 2.3, 2.4, 2.5 (it being disclosed, agreed and acknowledged

that Neo is a subsidiary of Neo Holdings), 2.6, 2.17, 3.1, 3.6, 4.8, 4.9, 5.1, and 5.2.

2. Closing.

Section 1.2 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“1.2 The Closing. The closing

of the Transaction (the “Closing”) shall occur on a date mutually agreeable by the parties within five (5) business

days following the satisfaction or, if permitted pursuant hereto, waiver of the conditions to Closing of each party set forth below (the

“Closing Date”) at 10:00 a.m. local time at the offices of Cyruli Shanks & Zizmor, LLP, or such other time or location

as the parties hereto shall agree. At the Closing, each of the parties hereto shall deliver all such documents, instruments, certificates

and other items as may be required under this Agreement or the Ancillary Documents or otherwise. The Parties acknowledge and agree that

they will use their respective commercially reasonably best efforts to cause the Closing to occur on or before the Termination Date (as

defined below). Promptly following the Closing Date, the Parties shall cause the Transaction to be consummated by filing a certificate

of merger in the form attached hereto as Exhibit A (the “Certificate of Merger”) with the Secretary of State

of the State of Delaware as required by, and executed in accordance with, the relevant provisions of the DGCL. The date and time of effectiveness

of the Certificate of Merger with the Secretary of State of the State of Delaware shall be the “Effective Time”.”

3. Consideration

Shares. Section 1.5 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“1.5. Merger Consideration.

Subject to the terms and conditions of this Agreement, the total consideration for the Transaction shall be US$20,000,000 in cash (the

“Cash Consideration”), 1,040,676 newly issued shares of Purchaser’s common stock (the “Common Consideration

Shares”), and 359,324 newly issued shares of Purchaser’s newly designated convertible preferred stock which shall convert

into shares of Parent’s common stock upon approval of Purchaser’s stockholders (the “Preferred Consideration Shares”

and, together with the Common Consideration Shares, the “Consideration Shares” and, together with the Cash Consideration,

the “Purchase Price”).

(a) The

Cash Consideration shall be reduced by the amount of transaction expenses Neo has incurred in connection with the Transaction (the “Transaction

Expenses”) to be paid by Purchaser at Closing as set forth on Schedule C hereto.

(b) The

Parties agree and acknowledge that, pursuant to terms of the License Purchase Agreement, Neo is obliged to pay to AnorTech Inc. (“AnorTech”),

as successor in interest to Hudson Resources Inc. thereunder, an amount equal to five percent (5%) of the Purchase Price being US$1,000,000

of the Cash Consideration less 5% of the Transaction Expenses (the “AnorTech Cash Payment”) and 70,000 of the Consideration

Shares (the “AnorTech Consideration Shares” and, together with the AnorTech Cash Payment, the “AnorTech Payment”).

giving effect to the AnorTech Payment but before giving effect to the Transaction Expenses, an aggregate of US$19,000,000 of the Cash

Consideration and 1,330,000 of the Consideration Shares will be allocated among the Neo Stockholders on a pro rata basis as set forth

on Schedule C hereto.”

4. Indemnification.

Section 7.2(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“(a) any breach

of or inaccuracy in any representation or warranty of Neo or Neo Holdings contained in this Agreement (as qualified by the Neo Disclosure

Schedule), any certificate delivered by Neo or Neo Holdings pursuant to this Agreement or any Ancillary Document delivered by or on behalf

of the Company at or prior to the Closing; provided, however, that the Indemnified Persons shall not be entitled to indemnification

for Damages related to Neo’s Delaware franchise taxes.”

5. Schedule

C. Schedule C-1, Schedule C-2 and Schedule C-3 to the Merger Agreement are deleted in their entirety and replaced by Schedule C

hereto.

6. Waiver

of Closing Condition. By its signature below, Purchaser hereby irrevocably and unconditionally waives the application of the condition

to its obligations to consummate the transactions contemplated by the Merger Agreement set forth in Section 5.1(g) of the Merger

Agreement pursuant to Section 6.5 of the Merger Agreement.

7. No

Implied Amendments. Except as specifically amended by this Amendment, the terms and conditions of the Merger Agreement shall remain

in full force and effect in accordance with their respective terms.

8. Effectiveness

of Amendment. This Amendment shall be deemed to be a modification to, and an amendment of, the Merger Agreement in accordance with

Section 6.4 of the Merger Agreement.

9. Headings.

The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation

of this Amendment.

10. Governing

Law. This Amendment shall be governed by and construed in accordance with the internal Laws of the State of Delaware, irrespective

of its conflicts of law principles and any other Law that would cause the application of the Laws (including the statute of limitations)

of any jurisdiction other than the State of Delaware. Any dispute with respect to this Amendment shall be subject to the dispute resolution

provisions set forth in the Merger Agreement.

11. Counterparts;

Facsimile. This Amendment may be executed in any number of counterparts (including via delivery of .pdf, DocuSign or other electronic

means), each of which shall be an original as regards any party whose signature appears thereon and all of which together shall constitute

one and the same instrument. This Amendment shall become binding when one or more counterparts hereof, individually or taken together,

shall bear the signatures of all parties reflected hereon as signatories.

12. References

to Agreement. On and after the date hereof, each reference in the Merger Agreement to “this Agreement,” “hereunder,”

“hereof” or words of like import referring to the Merger Agreement shall mean the Merger Agreement as amended by this Amendment.

[signature page follows]

IN WITNESS WHEREOF, the parties

hereto have caused this Amendment Number 1 to Agreement and Plan of Merger to be executed as of the date first written above by their

duly authorized officers or representatives.

PARENT:

GREENLAND

MINES LTD

By:

/s/ Jeff LeBlanc

Name:

Jeff LeBlanc

Title:

Chief Financial Officer

MERGER SUB:

GREENLAND RARE EARTHS

CORP.

By:

/s/ Jeff LeBlanc

Name:

Jeff LeBlanc

Title:

Chief Financial Officer

NEO:

NEO NORTH STAR RESOURCES,

INC.

By:

/s/ Lazaros Nikeas

Name:

Lazaros Nikeas

Title:

Authorized Signatory

NEO HOLDINGS:

NNSR HOLDINGS INC.

By:

/s/ Lazaros Nikeas

Name:

Lazaros Nikeas

Title:

Authorized Signatory

IN WITNESS WHEREOF, the parties

hereto have caused this Amendment Number 1 to Agreement and Plan of Merger to be executed as of the date first written above by their

duly authorized officers or representatives.

NEO STOCKHOLDER REPRESENTATIVE:

By:

/s/ Lazaros

Nikeas

Lazaros

Nikeas

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