v3.26.1
Acquisition of Greenland Mines Corp.
 6 Months Ended
Jun. 30, 2026
Acquisition of Greenland Mines Corp. [Abstract]  
ACQUISITION OF GREENLAND MINES CORP.

NOTE 3 — ACQUISITION OF GREENLAND MINES CORP.

 

Transaction Overview

 

On March 4, 2026, the Company completed a forward merger pursuant to which Greenland Merger Sub, Inc., a wholly owned subsidiary of the Company, merged with and into Greenland Mines Corp. (“Greenland”), with Greenland surviving as a wholly owned subsidiary (the “Transaction”).

 

At the acquisition date, Greenland’s assets consisted primarily of mineral exploration rights and early-stage exploration licenses related to the Skaergaard Project in Greenland. Greenland did not have mineral production, revenues, or an organized workforce and the Company concluded that substantially all of the fair value of the assets acquired was concentrated in mineral exploration rights. As such, in accordance with the definition of a business outlined in ASC 805-10-55, the Transaction did not meet the definition of a business and was accounted for as an asset acquisition under ASC 805-50.

 

The fair value of the consideration transferred, which was more reliably measurable than the fair value of the mineral exploration rights, totaled approximately $48.4 million and was determined as summarized in the table below:

 

Fair value of consideration transferred      
Cash (CAD$500,000 converted in USD)   $ 365,324  
Fair value of preferred stock C (47,940 shares)     47,940,000  
Total consideration transferred     48,305,324  
Transaction costs of the asset acquisition (a)     111,150  
Total acquisition costs   $ 48,416,474  
         
Greenland’s identifiable assets acquired and liabilities assumed        
Mineral exploration rights and exploration licenses   $ 48,416,474  

 

(a) Transaction costs include direct costs to acquire the assets, such as fees paid to external advisors. Indirect costs not directly attributable to the acquisition of the assets have been expensed as incurred. 

 

The following table summarizes the Company’s indefinite lived intangible assets acquired in connection with the Acquisition and their carrying value as of June 30, 2026:

 

    Acquisition
Date		           Carrying Value
as of		  
    Level 3           June 30,  
    Fair Value     Impairment     2026  
                   
Mineral exploration rights and exploration licenses   $ 48,416,474     $         -     $ 48,416,474  
Total long-lived assets   $ 48,416,474     $ -     $ 48,416,474  

 

Future Development Activities

 

The Company’s ability to realize value from the acquired mineral interests is dependent on future exploration success, availability of financing, regulatory approvals, technical studies, and the development of mining and processing infrastructure. Costs incurred for ongoing exploration and evaluation activities subsequent to the acquisition date will be accounted for in accordance with the Company’s accounting policies and applicable U.S. GAAP.

 

Business Plan

 

The Company’s principal assets consist of mineral exploration rights and exploration licenses related to the Skaergaard Project in Greenland. These mineral properties are non-producing, have not been demonstrated to contain mineral reserves as defined under SEC Regulation S-K Subpart 1300, and have not generated revenues.

 

The Company’s exploration activities are in an early stage and are focused on evaluating the geological characteristics and mineral potential of the properties. Advancement of the mineral assets is dependent on the results of ongoing and future exploration programs, including geological studies, sampling, and drilling, as well as the completion of technical, environmental, and economic evaluations.

 

The Company does not have proven or probable mineral reserves and has not determined whether the mineral properties contain economically recoverable mineralization. The establishment of economically recoverable reserves will require additional exploration, permitting, regulatory approvals, and significant capital expenditures. There can be no assurance that the Company’s exploration efforts will result in the identification of mineral reserves, that the properties will be developed into producing mines, or that mining operations will ever commence.

 

As of June 30, 2026, management has not identified any indicators of impairment related to the Company’s mineral exploration rights and exploration licenses. The mineral properties will continue to be evaluated for impairment in accordance with applicable accounting guidance as exploration activities progress and additional information becomes available.