GREENLAND MINES LTD

Item 1.01 Entry into a Material Definitive Agreement On September 23, 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”), (i) an aggregate of 1,765,420 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of up to 1,434,580 shares of Common Stock (the “Pre-Funded Warrant Shares”), one share of Common Stock, at an offering price of $12.00 per share of Common Stock or Pre-Funded Warrant. The Pre-Funded Warrants are each exercisable for one share of Common Stock at an exercise price of $0.0001 per share and will expire when exercised in full. The Company shall not effect any exercise of, and a holder shall not have the right to exercise, any Pre-Funded Funded Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%. The net proceeds to the Company from the Offering are expected to be approximately $38.4 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 24, 2026, subject to the satisfaction of customary closing conditions. The Shares, Pre-Funded Warrants and Warrant 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 and the Pre-Funded Warrant are not complete and are qualified in their entireties by reference to the full texts of such documents. The forms of Pre-Funded Warrant and Purchase Agreement, are filed herewith as Exhibits 4.1 and 10.1, respectively, 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 21, 2026, the Company amended its private warrants issued on March 2, 2026, as described in the Company’s Form 8-K filing dated February 19, 2026 to change the post-reverse split exercise price for the warrants to $5.00 per share. The form of private warrant is attached as Exhibit 4.1 to the Company’s Form 8-K filing dated February 19, 2026.