Greenland Mines Ltd

This proposal seeks shareholder approval to amend the Company’s certificate of incorporation to authorize the Board, in its discretion and no later than June 30, 2026, to effect a reverse stock split of outstanding common stock at a ratio between 1‑for‑2 and 1‑for‑50. Management is pursuing the authority primarily to address Nasdaq Listing Rule 5550(a)(2), which requires maintaining a minimum $1.00 bid price, after the Company received a notice of non‑compliance. Granting the Board flexibility to select a ratio within a range allows management to choose a split that best balances the expected price increase against liquidity and dilution considerations at the time of implementation. The Reverse Stock Split would combine shares on a uniform basis, reduce the number of outstanding shares, and, absent other factors, is intended to raise the per‑share market price; however, there is no assurance the split will achieve or sustain compliance or proportional price increase. The Company notes additional consequences: potential reduced liquidity, the creation of more authorized but unissued shares (which could be dilutive if issued), odd‑lot holdings for some investors, and possible negative market perception of reverse splits. The Board has reserved the right to abandon the split even if approved, which gives the Board discretion to avoid implementation if market conditions or other factors make it inadvisable. The Board recommends a “FOR” vote because it believes the authority to implement a reverse split is an appropriate tool to regain Nasdaq compliance and to make the stock more attractive to institutional investors, while retaining discretion to mitigate downside risks.

This management proposal asks stockholders to approve a first amendment to the Company’s 2024 Equity Incentive Plan to increase the aggregate pool of shares available for awards to 10,000,000 shares (an increase of 8,331,874 shares from the prior reserved amount). Management and the Compensation Committee represent that the company has issued significant shares in financings since the plan’s 2024 adoption and that the currently reserved 1.668 million shares represent only approximately 2% of outstanding shares as of December 31, 2025, which is insufficient to support anticipated hiring and retention needs. The Board evaluated alignment with stockholder interests, competitive compensation practices, projected burn rate (estimated at ~50% annually), and dilutive impact (estimated at approximately 13.3% if all shares were issued) and determined the increase is appropriate for operations through December 31, 2026. The amended plan preserves typical governance protections: committee administration, limits on repricing without shareholder approval, exercise‑price floor at fair market value, ISO limits, and anti‑abuse adjustments for changes in capitalization. If stockholders do not approve, existing plan terms remain in effect and awards requiring additional shares cannot be issued until shares are available. The Board recommends a “FOR” vote, arguing that an adequate pool is essential to attract and retain employees and service providers and to align management incentives with long‑term shareholder value, while acknowledging dilution and tax/compensation constraints that investors should weigh.

This proposal seeks shareholder authorization to adjourn the Special Meeting, and any adjourned sessions, to later dates to permit further solicitation of proxies or to establish a quorum if necessary. Management frames the adjournment power as a procedural tool to allow additional time to solicit votes in favor of the substantive proposals—primarily the Reverse Stock Split—if the Company does not receive sufficient votes at the scheduled meeting. Approval would permit the holders of proxies to vote in favor of adjournment and enable the Company to use additional outreach (including to previously dissenting stockholders) to seek the requisite support. While common in practice, such adjournment proposals can have strategic effects by allowing management to continue lobbying stockholders and potentially alter the outcome of contested votes; investors should therefore view it as a facilitative mechanism rather than a substantive governance change. The vote required is the affirmative vote of a majority of the voting power present or represented and entitled to vote; abstentions count as votes ‘‘against’’ under the Company’s stated procedures. The Board recommends a “FOR” vote to preserve flexibility to secure approval of the more substantive proposals or to ensure a quorum, but notes that approval could prolong the calendar uncertainty around outcomes and extend solicitation expenses.