Greenland Resources is pleased to announce that it will be conducting a non-brokered private placement of up to 6,666,667 units of the Company (the “Units”) at a price of C$1.50 per Unit (the “Offering Price”) for aggregate gross proceeds of up to C$10,000,000.50 (the “Offering”). Each Unit will comprise one common share of the Company (a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”). Each Warrant shall be exercisable to acquire one Common Share (a “Warrant Share”) at a price of C$2.00 per Warrant Share for a period of 24 months from the closing of the Offering. The Company intends to use the proceeds from the Offering to continue detailed engineering studies and magnesium metallurgical studies for the Malmbjerg Project in Greenland, as well as fund capex and offtaking negotiations and for general corporate and working capital purposes.
Of the Units to be sold under the Offering, a minimum and maximum of 3,333,333 will be offered to purchasers resident in Canada (excluding Québec) by way of the “listed issuer financing” exemption (the “Listed Issuer Financing Exemption”) under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as modified by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The remaining up to 3,333,334 Units issuable pursuant to the Offering will be offered to purchasers resident outside of Canada pursuant to section 2.3 of Ontario Securities Commission Rule 72-503 – Distributions Outside of Canada, including to investors in the United States. Any sale of Units to persons in the United States will be made to “Accredited Investors” pursuant to Rule 506 of Regulation D (including “Qualified Institutional Buyers” as defined in Rule 144A who are also “Accredited Investors”) adopted by the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).
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The Company has filed on its SEDAR+ profile contemporaneously herewith an offering document pursuant to Form 45-106F19 addressing that portion of the Offering which is available for purchase pursuant to the Listed Issuer Financing Exemption, in accordance with the requirements of the Listed Issuer Financing Exemption. There is an offering document related to this Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.greenlandresources.ca. Prospective investors should read this offering document before making an investment decision.
Closing of the Offering (the “Closing”) is anticipated to occur on or around August 5, 2025 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the Cboe Exchange.
The Company has entered into an advisory agreement with ECM Capital Advisors Ltd. (“ECM”), pursuant to which ECM has agreed to provide financial advisory services to the Company in connection with the Offering. In consideration of its services, the Company will pay to ECM upon Closing a lump sum cash fee of $700,000 and issue to ECM 466,666 non-transferable Common Share purchase warrants (each, an “ECM Warrant”). Each ECM Warrant will entitle the holder to acquire one Common Share at an exercise price of $1.50 per Common Share for a period of 24 months following the date of Closing.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
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