Exhibit 10.2

SUBSCRIPTION, JOINT VENTURE AND OPTION AGREEMENT REGARDING
SKAERGAARD PROJECT HELD BY MAJOR PRECIOUS GREENLAND A/S

Made as of February 19, 2026 between

GREENLAND MINERALS CORP.

– and –

MAJOR PRECIOUS GREENLAND A/S

– and –

INTRUSION PRECIOUS METALS CORP.

TABLE OF CONTENTS

SUBSCRIPTION, JOINT VENTURE AND OPTION AGREEMENT

THIS AGREEMENT is made as of February 19, 2026,

AMONG:

GREENLAND MINERALS CORP.,

a corporation existing under the laws of the State of Delaware (“Greenland Mines”),

- and -

MAJOR PRECIOUS GREENLAND A/S,

a corporation existing under the laws of Greenland (“Major Precious”)

- and -

INTRUSION PRECIOUS METALS CORP.,

a corporation existing under the laws of the Province of British Columbia (“Intrusion”)

WHEREAS:

A.  Intrusion is a corporation existing under the laws of British Columbia and is the registered and beneficial owner of all of the issued and outstanding shares of Major Precious (the “Existing Shares”);

B.  Major Precious is a corporation existing under the laws of Denmark, registered in Greenland, and is the sole owner of certain mineral properties known as the Skaergaard Project, as more particularly described in Schedule “A” (the “Properties”);

C.  Greenland Mines wishes to subscribe for newly issued shares of Major Precious (the “Subscription Shares”) such that, upon issuance of the Subscription Shares, Greenland Mines will hold 80% of all issued and outstanding shares of Major Precious on a post-issuance, fully diluted basis, with Intrusion retaining 20% (the “Subscription”);

D.  The Subscription is structured as a subscription for newly issued treasury shares of Major Precious, and not as a sale or transfer of the Existing Shares held by Intrusion, and the parties acknowledge that no shares of Major Precious held by Intrusion are being sold, transferred, assigned or otherwise disposed of pursuant to this Agreement;

E.  As consideration for the Subscription Shares, Greenland Mines shall pay the Option Payments, issue the Payment Shares, and incur the Work Expenditures, all as set out in Article III;

F.  Greenland Mines wishes to grant to Intrusion the right, in the event of default, to acquire such number of Subscription Shares held by Greenland Mines that results in Greenland Mines’ interest in Major Precious being reduced from 80% down to a 25% (the “Intrusion Call Option”), and Intrusion wishes to grant to Greenland Mines the right to acquire Intrusion’s remaining 20% interest in Major Precious (the “Greenland Purchase Option”), all as set out in Articles IV and V;

G.  Greenland Mines intends to be acquired by or merged with a company listed on the Nasdaq Stock Market or another recognized stock exchange (a “Listed Entity”), and the parties wish to ensure that the obligations of Greenland Mines hereunder may be assumed by such Listed Entity or its successor; and

H.  The parties wish to set out the terms and conditions governing their respective rights and obligations as shareholders of Major Precious following the Subscription, including the governance of Major Precious, the management of the Properties, and the ongoing funding obligations of the parties.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.
INTERPRETATION

1.01  Definitions.

In this Agreement, the following terms have the meanings set out below.

Capitalized terms defined elsewhere in the body of this Agreement shall have such meanings ascribed to them throughout this Agreement.

1.02  Extended Meanings.

Unless otherwise specified, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.03  Headings and Table of Contents.

The division of this Agreement into Articles and Sections, the insertion of headings, and the provision of any table of contents are for convenience of reference only and will not affect the construction or interpretation of this Agreement.

1.04  Business Days.

If any payment is required to be made pursuant to this Agreement on a day which is not a Business Day, then such payment will be made on the next Business Day.

1.05  Currency.

Except as otherwise expressly provided in this Agreement, all dollar amounts referred to in this Agreement are stated in Canadian Dollars. Any payments by one Party to the other may be made in Canadian Dollars, US Dollars, or such other currency as may be mutually agreed by the Parties from time to time. Foreign exchange conversions, if required, shall be made at the interbank rate prevailing on the date of payment.

1.06  Section and Schedule References.

Unless the context requires otherwise, references in this Agreement to Articles, Sections or Schedules are to Articles, Sections or Schedules of this Agreement.

1.07  Statute References.

Any reference in this Agreement to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time.

1.08  Schedules.

The following Schedules are attached to and form part of this Agreement:

ARTICLE II.
REPRESENTATIONS AND WARRANTIES

2.01  Representations and Warranties of Major Precious.

As a material inducement to Greenland Mines’ entering into this Agreement and completing the transactions contemplated by this Agreement, and acknowledging that Greenland Mines is entering into this Agreement in reliance upon the representations and warranties of Major Precious set out in this Section 2.01, Major Precious represents and warrants to Greenland Mines, as follows:

2.02  Representations and Warranties of Greenland Mines.

As a material inducement to Major Precious’ entering into this Agreement and completing the transactions contemplated by this Agreement, and acknowledging that Major Precious is entering into this Agreement in reliance upon the representations and warranties of Greenland Mines set out in this Section 2.02, Greenland Mines represents and warrants to Major Precious as follows:

2.03  Indemnity and Risks.

ARTICLE III.
SUBSCRIPTION FOR SHARES

3.01  Subscription for Shares.

3.02  Guaranteed Amount.

3.03  Conditions of Exercise of Option

In order to maintain the Subscription Right in good standing, Greenland Mines must:

The Payment Shares will be subject to a voluntary resale restriction from the date of issuance of the applicable Payment Shares, with such Payment Shares being released on six-month anniversary of the Liquidity Event (if applicable);

3.04  Segregated Account.

All cash amounts paid by Greenland Mines to Major Precious pursuant to this Agreement shall be deposited into a segregated account established and maintained by Major Precious, which account shall be designated solely for the benefit of Intrusion Precious Metals Corp. (“Intrusion”).

3.05  Work Expenditures.

3.06  Remedies for Non-Performance.

3.07  Greenland Mines Electing to Proceed.

3.08  Written Confirmation of Work Expenditures and Right to Cure.

3.09  Subscription Closing.

3.10  Shareholders’ Arrangements.

3.11  Registration and Prospectus Qualification Rights

Upon the expiry or waiver of the six (6) month voluntary resale restriction applicable to the Payment Shares (or such earlier time as may be permitted by the managing underwriter(s) in connection with a Liquidity Event or Qualified Financing), and subject to any additional lock-up period required by the managing underwriter(s), Major Precious shall be entitled to the following registration and prospectus qualification rights with respect to the Payment Shares:

ARTICLE IV.
INTRUSION CALL OPTION

4.01  Grant of Intrusion Call Option.

Greenland Mines hereby irrevocably grants to Intrusion the right (the “Intrusion Call Option”) to acquire from Greenland Mines, for nominal consideration of $1.00, such number of shares of Major Precious as represents 55% of all issued and outstanding shares of Major Precious (on a fully diluted basis), such that following exercise of the Intrusion Call Option:

4.02  Trigger Events.

The Intrusion Call Option shall become exercisable upon the occurrence of any of the following events (each, an “Intrusion Call Option Trigger Event”):

4.03  Exercise.

4.04  Expiry.

The Intrusion Call Option shall expire and be of no further force or effect upon the earliest of:

4.05  Effect of Exercise.

Upon completion of the transfer of shares pursuant to the exercise of the Intrusion Call Option:

4.06  Greenland’s Post-Exercise Rights.

For greater certainty, following exercise of the Intrusion Call Option, Greenland Mines shall retain:

ARTICLE V.
GREENLAND PURCHASE OPTION

5.01  Grant of Greenland Purchase Option.

Intrusion hereby irrevocably grants to Greenland Mines the right (the “Greenland Purchase Option”), exercisable at any time following the expiry of the Intrusion Call Option without exercise, to acquire all of Intrusion’s remaining shares of Major Precious (being 20% of the issued and outstanding shares on a fully diluted basis), on the terms set out in this Article V.

5.02  Condition Precedent — Intrusion Shareholder Approval.

The parties acknowledge and agree that the exercise and completion of the Greenland Purchase Option is conditional upon Intrusion having obtained the approval of its shareholders by special resolution (or such other approval as may be required under the Business Corporations Act (British Columbia) or any other Applicable Law) authorizing the sale and transfer of all of Intrusion’s remaining shares of Major Precious to Greenland Mines. Intrusion shall use commercially reasonable efforts to obtain such shareholder approval promptly following notice from Greenland Mines of its intention to exercise the Greenland Purchase Option. If Intrusion is unable to obtain such shareholder approval within one hundred eighty (180) days following such notice, Greenland Mines may withdraw the exercise notice without liability.

5.03  Purchase Price — Fair Market Value.

5.04  Form of Payment.

5.05  Closing.

The closing of the Greenland Purchase Option shall take place within thirty (30) days following the later of:

5.06  Termination.

The Greenland Purchase Option shall terminate and be of no further force or effect upon:

ARTICLE VI.
COVENANTS

6.01  Conduct of Business During Earn-In Period.

Major Precious covenants and agrees that, during the Earn-In Period, except: (i) with the prior written consent of Greenland Mines; (ii) as required by this Agreement; or (iii) as required by Applicable Law, Major Precious shall, subject to the Operator’s obligations under Section 8.02:

6.02  Monthly Working Capital Reports.

For the duration of the Earn-In Period, Major Precious shall provide to Greenland Mines as soon as possible and in any event within seven (7) days after the end of each calendar month, a written report setting forth Major Precious’ working capital position at the end of such month, including supporting details thereto. Such report will be in a form to be mutually agreed by the Parties, acting reasonably, together with any other information as may be reasonably requested by Greenland Mines from time to time.

6.03  General Restriction on Transfer.

6.04  Existing Royalties.

Commencing on the Effective Date, Major Precious will not effect any reductions or buy-backs on any Existing Royalty Rights without the prior consent of Greenland Mines, such consent to be given (or not) in Greenland Mines’ sole and absolute discretion. For the avoidance of doubt, upon exercise of the Subscription Right and the formation of the Joint Venture, any reductions or buy-backs on Existing Royalty Rights will be for the benefit of the Joint Venture.

6.05  No Liens.

While the Properties are registered in the name of Major Precious, (a) Major Precious will not create, and (b) Major Precious will not permit to remain any Liens upon the Properties (other than Permitted Encumbrances).

6.06  Area of Interest.

During the Earn-In Period, any mining claims, mining leases, properties, interests, or other mining rights (other than royalty interests) acquired by Major Precious within the Area of Interest will form a part of the Properties and will be subject to the Subscription Right and will be transferred or contributed to the Joint Venture immediately upon its formation in accordance with Section 3.10. For the avoidance of doubt, any mining claims, mining leases, properties, interests, or other mining rights acquired by Greenland Mines within the Area of Interest, will be for the sole benefit of Greenland Mines and will not form a part of the Properties, nor will Greenland Mines be under any obligation to transfer or contribute any such mining claims, mining leases, properties, interests, or other mining rights to the Joint Venture upon its formation in accordance with Section 3.10.

6.07  Accuracy.

The representations and warranties given by Major Precious at Sections 2.01(b), (c), and (d) in this Agreement will continue to be true at all times during the currency of this Agreement. The representations and warranties given by Greenland Mines at Sections 2.02(b), (c), and (d) in this Agreement will continue to be true at all times during the currency of this Agreement.

6.08  Issuance of Shares

Each Party will reserve or set aside sufficient shares in its treasury to issue the shares representing the Payment Shares, and Subscription Shares, as applicable, and, upon issuance, such shares will be duly and validly issued as fully paid and non-assessable, free and clear of all restrictions on transfer other than as set out herein or pursuant to the applicable Party’s constating documents or applicable securities legislation.

6.09  Change of Control and Assignment by Greenland Mines.

ARTICLE VII.
MANAGEMENT COMMITTEE

7.01  Forming Management Committee.

The Parties acknowledge and agree that within thirty (30) days following the Effective Date, the Parties shall establish the Management Committee in accordance with the provisions of this Article VII. The Management Committee shall remain in effect from the Effective Date until the formation of the Joint Venture and the execution of the Shareholders Agreement, at which time the Management Committee shall be dissolved and its functions shall be assumed by the governance structure established under the Shareholders Agreement. Greenland Mines shall designate two (2) representatives and Major Precious shall designate one (1) representative to be on the Management Committee. Each Party may, from time to time, revoke in writing the appointment of its nominees to the Management Committee and appoint in writing others in their place. Either Party may, from time to time, appoint one alternate member for a member theretofore appointed by such Party. Alternate members may attend meetings of the Management Committee and, in the absence of a member, his/her alternate (or if no alternate is present, any other member nominated by the same Party) may vote or otherwise act in his/her stead and place. For greater certainty, the Management Committee will be disbanded upon the formation of the Joint Venture. Upon the exercise of the Earn-In and the formation of the Joint Venture, all decision making with respect to the Properties will be done in accordance with the Shareholders Agreement.

7.02  Purpose of Management Committee.

7.03  Meetings of Management Committee.

The Management Committee will meet regularly, but at least quarterly each year, including, to the extent practicable, (a) at least two (2) months prior to the commencement of field activities each year, (b) at least once during the field season each year, and (c) at least once as soon as practicable following the end of the field season each year. A meeting of the Management Committee may take place by means of conference telephones or other communication facilities by which means the members and their alternates participating in the meeting can hear each other. A quorum of the Management Committee shall consist of three (3) of its members, including at least two (2) of Greenland Mines’ nominees and Major Precious’ nominee. All decisions of the Management Committee shall be made by a majority vote. Each member of the Management Committee shall have one vote. In the event of an equality of votes, any member of the Management Committee nominated by Greenland Mines shall have an additional and casting vote. Notwithstanding the foregoing, the Parties acknowledge and agree that Greenland Mines shall at all applicable times retain a casting vote on all matters relating to the exploration program and annual budget.

7.04  Calling Meetings.

Meetings of the Management Committee may be called by any Party by giving ten (10) Business Days’ written notice to the other Party. The Parties may unanimously agree to abridge this notice period and any member of the Management Committee attending a meeting called with less than ten (10) Business Days’ notice shall be deemed to have waived the notice requirement unless such member states that his sole purpose for attending such meeting is to object to the lack of adequate notice. All meetings will be held in Vancouver, British Columbia, and each such meeting will have an option for virtual attendance. There will be included with a notice of meeting such material and data as may be reasonably required to enable the members of the Management Committee to determine the position they should take in respect of any vote to be made at such meeting. Any member of the Management Committee may request, at any time prior to a meeting, such additional information from the Operator as is reasonably required for the purposes of the meeting and such information shall be provided by the Operator to all members of the Management Committee.

7.05  Annual Budget and Exploration Programs.

7.06  Record Keeping.

The Operator will have the responsibility of preparing and distributing notices and agendas of meetings and keeping records of the proceedings at such meetings and distributing such records to the Parties, unless a Party calls such meeting in which case such Party shall have the responsibility to distribute the notice and the agenda and the Operator shall have the responsibility of keeping records of the proceedings. Draft minutes of meetings of the Management Committee shall be distributed within five (5) Business Days after any meeting. If a member of the Management Committee has any material comments on, or proposed material revisions to, the draft minutes they shall be sent to the Operator within five (5) Business Days of the receipt of the draft minutes. The Operator shall circulate revised minutes within five (5) Business Days thereafter. If a member of the Management Committee does not provide material comments on draft minutes or revised minutes within five (5) Business Days, then such member shall be deemed to have approved such minutes.

ARTICLE VIII.
APPOINTMENT OF OPERATOR

8.01  Appointment of the Operator.

The Parties acknowledge and agree that Greenland Mines will be the Operator during the Earn-In Period.

8.02  Powers and Obligations of the Operator.

The powers and obligations of the Operator shall be as follows:

8.03  Covenants of Greenland Mines

8.04  Maintenance of Properties.

The Operator shall pay all applicable Taxes, rates, assessments and other similar governmental charges lawfully levied or assessed against the Properties in order to maintain the Properties and every portion thereof in good standing. For greater certainty, such expenditures shall be funded by Greenland Mines and, other than in respect of sales taxes shall apply as Work Expenditures under Section 3.05. The Operator shall, on a timely basis, record and file with the appropriate governmental office or any Person any required reports, affidavits, notices and other documents in proper form attesting to the payment of such fees and the performance of such work, in each case, in sufficient detail to reflect compliance with Applicable Laws.

8.05  Reports.

During the Earn-In Period, the Operator will, at the reasonable request of Major Precious from time to time, and no later than 15 days following the end of each quarter, provide Major Precious with regular updates of the work completed during the Earn-In Period, including raw data and such other information as may be reasonably requested by Major Precious. Reports provided under this Section 8.05 will contain detailed disclosure of Work Expenditures incurred during the relevant period.

The Operator, however, makes no representation or warranty whatsoever concerning the accuracy of information supplied pursuant to this Agreement, or concerning the location or presence of ores or other valuable materials on or near the Properties or the feasibility of any Mining Operations. The Operator shall have no liability to any Party with respect to the above.

8.06  Audit Rights.

Major Precious will have the right to audit each monthly report, and the Operator will provide all information reasonably requested in connection with such audit. Should an audit reveal that the Operator has not incurred all of the Work Expenditures indicated in the applicable statement of Work Expenditures, then the Operator shall make a payment to Major Precious equal to the difference between the Work Expenditures found to have been incurred pursuant to the audit and the Work Expenditures indicated in the statement of Work Expenditures. The costs of such audit shall be borne solely by the Operator in the event that the Operator is required to make any such payment hereunder; otherwise the costs of such audit shall be borne solely by the Party requesting the audit.

8.07  Inspection Rights.

Major Precious and their authorized representatives may, at their sole risk and expense, at reasonable times upon reasonable advance notice to the Operator and without material interference to the Mining Operations being carried out on the Properties, inspect the work being carried out by the Operator on the Properties and shall indemnify the Operator and save it harmless in respect of any claim for injury to Person or property arising out of the exercise by it and its representatives of this right of inspection.

8.08  Cooperation With Technical Disclosure.

8.09  Standard of Care.

The Operator shall discharge its duties under this ARTICLE VIII and conduct all Mining Operations in a good, workmanlike and efficient manner, in a proper manner in accordance with all applicable Laws and currently accepted standards and practices in the mining industry in Greenland and with the objective of minimizing, so far as practicable, both short and long term damage to the environment, and in material compliance with the terms and provisions of concessions, leases, licenses, permits, contracts and other agreements pertaining to the Properties.

8.10  Liability.

Major Precious shall not be liable for any Claims or Damages (including a payment made, or an action taken, by the Operator as a result of an action of a Governmental Authority) except to the extent that such Claim or Damage is attributable to the gross negligence or willful misconduct of Major Precious. In no event (including fundamental breach) shall Major Precious be liable to the Operator for any indirect, special or consequential damages (including for loss of goodwill, loss of actual or anticipated profits or other economic loss), even if Major Precious has been advised of the potential for such damages.

8.11  Liability of Operator.

The Operator shall not be liable for any Claims or Damages (including a payment made, or an action taken, by the Operator as a result of an action of a Governmental Authority) except to the extent that such Claim or Damage is attributable to the gross negligence or willful misconduct of the Operator. In no event (including fundamental breach) shall the Operator be liable to Major Precious for any indirect, special or consequential damages (including for loss of goodwill, loss of actual or anticipated profits or other economic loss), even if the Operator has been advised of the potential for such damages.

ARTICLE IX.
CONFIDENTIALITY

9.01  Confidential.

Each Party will (and will cause each of its directors, officers, employees, agents, contractors and representatives to) hold in the strictest of confidence and not use in any manner whatsoever, other than as expressly contemplated by this Agreement, any Confidential Information. Confidential Information shall be kept confidential by the Parties and there shall be no public release of any information concerning Mining Operations by either Party without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed; provided, however, that, if in the opinion of counsel for any Party, such Party must disclose any Confidential Information by reason of any requirement of securities laws or other Applicable Laws, including press releases, to the extent permitted by Applicable Law the other Party shall be given reasonable advance notice and opportunity to comment on the content thereof.

9.02  Ownership of Data.

All information acquired or developed as a result of this Agreement and the exploration of the Properties shall be the sole property of the Parties in proportion to their undivided interest in Major Precious. Notwithstanding the foregoing, if Greenland Mines allows the Subscription Right to lapse in accordance with Section 3.07, all Technical Information relating to the Properties shall be transferred to Major Precious, and Major Precious shall become the sole owner of the data.

9.03  Site Visits.

No Party shall permit persons other than employees or consultants of Greenland Mines and Major Precious and others engaged by the Operator to perform Mining Operations to visit the Properties without the prior written consent of the other Party, such consent not to be unreasonably withheld.

ARTICLE X.
FURTHER PROVISIONS GOVERNING RELATIONSHIP

10.01  Audit and Inspection.

Greenland Mines may undertake reasonable audit processes in respect of financial, environmental, anti-corruption and other matters in respect of the Properties and shall be provided with access to all documents, information and personnel as reasonably requested from Major Precious in order to verify such matters. Greenland Mines may, at its own expense, inspect and make copies of all book, records, accounts and documents in possession of Major Precious relating to the Properties.

10.02  Effect of Force Majeure.

Notwithstanding any term in this Agreement, if a Party is at any time delayed from carrying out any action under this Agreement due to circumstances of Force Majeure (which for greater certainty excludes circumstances arising from the financial difficulty of such Party), the period of any such delay shall be excluded in computing, and shall extend, the time within which such Party may exercise its rights and/or perform its obligations under this Agreement, provided that the Party is acting diligently in furtherance thereof.

10.03  Nature of the Relationship.

The Parties are and will remain separate and independent entities. The Parties may form a joint venture corporation or an unincorporated joint venture in respect of the Properties in accordance with the terms of this Agreement. However, nothing contained in this Agreement shall be deemed to constitute or create the relationship of partners, principal or agent, employee, employer, franchisee, legal representative or other legal relationship. No Party shall bind another Party or assume or create any obligation or responsibility whatsoever, express or implied, on behalf of or in the name of another Party. All transactions, contracts, employments, purchases, operations, negotiations with third parties and any other matter or act undertaken on behalf of the Parties in connection with the Joint Venture will be done, transacted, undertaken or performed in the name of the transacting Party only and no Party will do, transact, perform or undertake anything in the name of any other Party or in the joint names of the Parties. For greater certainty, each Party’s employees and other personnel shall at all times be under such Party’s direction and control.

10.04  Non-Exclusive.

Subject to Section 6.06, unless the Parties otherwise agree, the rights and obligations of the parties under this Agreement shall be strictly limited to the rights and obligations set forth in this Agreement and shall not be extended by implication or otherwise. Nothing herein shall restrict in any way the freedom of any party to conduct, as it sees fit, any business or activity whatsoever beyond the boundaries of the Properties and Area of Interest. Furthermore, each Party shall have the right independently to engage in and receive full benefits from business activities outside of the boundaries of the Properties and the Area of Interest, whether or not competitive with the operations of the other Party and without consulting the other. The doctrines of “corporate opportunity” or “business opportunity” shall not be applied to any other activity, venture or operation of either party outside of the boundaries of the Properties and the Area of Interest, and, except as expressly provided in this Agreement neither party shall have any obligation to the other with respect to any opportunity to acquire any interests outside the boundaries of the Properties and the Area of Interest at any time.

10.05  Compliance with Laws.

In carrying out any actions under this Agreement and in connection with the Properties, Greenland Mines and Major Precious shall each (and they shall each ensure that their personnel) do so in a proper manner in accordance with all Applicable Laws and currently accepted standards and practices in the mining industry in Greenland and with the objective of minimizing, so far as practicable, both short and long term damage to the environment.

10.06  Paramountcy.

Save and except as expressly set out in the Shareholders Agreement, from and after the Effective Date, the Shareholders Agreement, once executed, will supersede and be paramount to this Agreement to the extent that there is any inconsistency between this Agreement and the Shareholders Agreement, provided that all rights and liabilities of each Party in existence on the Subscription Closing Date pursuant to this Agreement shall continue thereafter in accordance with their respective terms until fulfilled.

10.07  Dispute Resolution.

Any dispute or difference, other than decisions properly and duly made by the Management Committee in accordance with Section 5 of this Agreement, arising between the Parties under this Agreement will, unless otherwise specifically provided for in this Agreement, first be dealt with as follows:

Each Party shall submit its argument in writing to the expert within thirty (30) days of his or her appointment. Such submissions shall be copied to the other Party and any documents relied upon shall be attached. The other Party has a further twenty (20) days from receipt of the submission in which to submit any reply to the expert (and shall also provide a copy to the other Party). The Parties shall provide promptly any further information requested by the expert (with a copy to the other Party) and the expert may carry out any inspections that he or she considers necessary. The expert shall inform the Parties of his or her decision in writing within thirty (30) days of the closing of submissions made to the expert by the Parties and, in any event, within sixty (60) days of the date of his or her appointment.

If the matter is still not resolved after utilizing the mechanisms in this Section 10.07 above, then disputes resulting from, arising out of, or in connection with this Agreement or the construction or enforcement thereof may be resolved by a court of competent jurisdiction. In any litigation between the Parties or any person claiming under them, resulting from, arising out of, or in connection with this Agreement or the construction or enforcement thereof, the substantially prevailing Party shall be entitled to recover all reasonable costs, expenses, legal and expert witness fees and other costs of suit reasonably incurred by it or them in connection with such litigation, including such costs, expenses and fees incurred prior to the commencement of the litigation, in connection with any appeals, and in collecting or otherwise enforcing any final judgment entered therein. If a Party substantially prevails on some aspects of such action, but not on others, the court may apportion any award of costs and legal fees in such manner as it deems equitable.

ARTICLE XI.
TERM AND TERMINATION

11.01  Term.

This Agreement shall commence on the Effective Date and shall remain in force until terminated in accordance with this Article XI (the “Term”).

11.02  Termination.

Other than provisions of this Agreement that are explicitly stated to survive the termination of this Agreement, this Agreement will terminate upon the occurrence of the earliest of:

For greater certainty, termination of this Agreement by Major Precious or Intrusion in accordance with this Section 11.02 shall not affect the Intrusion Call Option or Greenland Purchase Option, which shall survive termination and remain exercisable in accordance with their terms until they expire in accordance with Articles IV and V respectively. For the avoidance of doubt, if the Subscription Shares have been issued and an Intrusion Call Option Trigger Event has occurred, Intrusion’s exclusive remedy is the exercise of the Intrusion Call Option in accordance with Article IV, and neither Major Precious nor Intrusion shall be entitled to terminate this Agreement solely on the basis of such Trigger Event except following the expiry of the Intrusion Call Option Exercise Period without exercise, at which time the parties’ rights and obligations shall be governed by Section 4.05 and Section 4.06 and any Shareholders Agreement then in effect.

11.03  Obligations on Termination.

Other than payment of the First Cash Payment, (a) Greenland Mines shall have no further obligation to incur additional Work Expenditure, and (b) Greenland Mines shall forfeit any and all rights and interests Greenland Mines may have in the Properties, in the event of the termination of this Agreement.

Notwithstanding the foregoing, upon termination of the Agreement for any reason other than Greenland Mines’ exercise of the Subscription Right or termination by Major Precious in accordance with Section 11.02, Greenland Mines shall, at its sole cost and expense:

The Parties expressly agree that the obligations in this Section 11.03 shall survive the termination of the Agreement.

ARTICLE XII.
GENERAL

12.01  Notice.

Any notice, certificate, consent, determination or other communication required or permitted to be given or made under this Agreement will be in writing and will be effectively given and made if (a) delivered personally, (b) sent by prepaid courier service or mail, or (c) sent by electronic communication, in each case to the applicable address set out below:

Greenland Minerals Corp.

8 The Green, Ste R

Dover, Delaware 19901

USA

Attention: Kristin Fedchuk
Email: Kristin@harmonyconsulting.ca

Major Precious Greenland A/S

c/o 189 – 1075 West Georgia Street

Vancouver, BC V6E 3C9

Attention: Jason Hawkins

Email: Jason@peloruscap.com

Intrusion Precious Metals Corp.

189 – 1075 West Georgia Street

Vancouver, BC V6E 3C9

Attention: Jason Hawkins

Email: Jason@peloruscap.com

Any such communication so given or made will be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of sending by electronic communication, provided that such day in either event is a Business Day and the communication is so delivered or sent prior to 4:30 p.m. at the place of receipt on such day. Otherwise, such communication will be deemed to have been given and made and to have been received on the next following Business Day. Any such communication sent by mail will be deemed to have been given and made and to have been received on the fifth (5^th) Business Day following the mailing thereof; provided, however, that no such communication will be mailed during any actual or apprehended disruption of postal services. Any such communication given or made in any other manner will be deemed to have been given or made and to have been received only upon actual receipt. Any Party may from time to time change its address under this Section 12.01 by notice to the other Party given in the manner provided by this Section. No Party shall prevent, hinder or delay or attempt to prevent, hinder or delay the service on that Party of a notice or other communication relating to this Agreement.

12.02  Payments.

Any payment made under this Agreement from one Party to another Party may be made by certified cheque, electronic funds transfer, wire transfer or by personal delivery or overnight courier to the appropriate address set out in Section 12.01 as directed by the receiving Party (unless the address under this Agreement has been updated by a Party, or the sending Party has reason to believe that the address for delivery has changed, in which case such Party will make reasonably inquiry to the other Party as to the preferred address for delivery).

12.03  Costs and Expenses.

Except as otherwise expressly provide herein, each Party shall be responsible for the payment of its own costs and expenses, including legal fees and disbursements, incurred by it in connection with the negotiation and execution of this Agreement, the Shareholders Agreement.

12.04  Public Announcements.

Except to the extent otherwise required by Applicable Law or with the prior consent of the other Party (such consent not to be unreasonable withheld or delayed), neither party will make any public announcement regarding this Agreement or the transactions contemplated by this Agreement. In the event that a Party desires to make any such public announcement, such Party will provide a draft of such public announcement to the other Party for review and the Party desiring to make the announcement will incorporate any reasonable comments suggested by the other Party to such public announcement.

12.05  Further Assurances.

Each Party shall from time to time promptly execute and deliver all further documents and take all further action reasonably necessary or desirable to give effect to the terms and intent of this Agreement.

12.06  Time.

For every provision in this Agreement, time is of the essence in all respects.

12.07  Successors and Assigns.

This Agreement will enure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns. Greenland Mines may assign its rights and obligations under this Agreement in accordance with Section 6.09. Any other assignment by Greenland Mines shall require the consent of Major Precious and Intrusion, such consent not to be unreasonably withheld. Major Precious may not assign, subcontract or Transfer, whether absolutely, by way of security or otherwise, all or any part of its rights, duties or obligations under this Agreement without the prior written consent of Greenland Mines.

12.08  Entire Agreement.

This Agreement, together with any other written agreements between the parties dated the date hereof (the “Ancillary Agreements”), constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, warranties, representations or other agreements between the Parties in connection with the subject matter hereof (whether oral or written, express or implied, statutory or otherwise) except as specifically set out in this Agreement and the Ancillary Agreements.

12.09  Amendment and Waiver.

No amendment of this Agreement will be effective unless made in writing and signed by the Parties. A waiver of any default, breach or non-compliance under this Agreement is not effective unless in writing and signed by the Party to be bound by the waiver. No waiver will be inferred from or implied by any failure to act or delay in acting by a Party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other Parties. The waiver by a Party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that Party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).

12.10  Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

12.11  Attornment.

Each party agrees (i) that any action or proceeding relating to this Agreement may (but need not) be brought in any court of competent jurisdiction in the Province of British Columbia, and for that purpose now irrevocably and unconditionally attorns and submits to the jurisdiction of such British Columbia court; (ii) that it irrevocably waives any right to, and will not, oppose any such British Columbia action or proceeding on any jurisdictional basis, including forum non conveniens; and (iii) not to oppose the enforcement against it in any other jurisdiction of any judgment or order duly obtained from a British Columbia court as contemplated by this Section 12.11.

12.12  Governing Law.

This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable in that Province and will be treated, in all respects, as a British Columbia contract.

12.13  Counterparts and Electronic Signatures.

This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. Counterparts may be executed either in original or electronic form, and the Parties adopt any signatures received in electronic form (including Docusign or similar) as original signatures of the Parties.

[signature page follows]

IN WITNESS WHEREOF the Parties have duly executed this Agreement effective as of the Effective Date.

Schedule A

DESCRIPTION OF THE PROPERTIES

LIST OF MINING CLAIMS

LIST OF MINING LEASES

LAND RIGHTS

Schedule B

AREA OF INTEREST

Schedule C

EXISTING ROYALTY RIGHTS

A NSR 2.5% royalty payable to the Government of Greenland from revenue received when a project reaches the production stage.

Schedule D

OTHER ASSETS