Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

References in this report (this "Quarterly Report") to "we," "us" or the "Company" refer to Greenland Mines Ltd. References to our "management" or our "management team" refer to our officers and directors. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report, including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations", the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual events, performance or results to differ materially from those anticipated in the forward-looking statements, please refer to the "Risk Factors" section of the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the "SEC"), and the Company's subsequent filings with the SEC. The Company's filings with the SEC can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview and Recent Developments

On March 4, 2026, we completed the acquisition of Greenland Mines Corp., resulting in a significant strategic transformation. Through the transaction, we acquired an indirect 80% interest in the Skaergaard Project, a large-scale mineral exploration asset located in southeast Greenland, and expanded our business to include mining operations. In connection with the transaction, on March 11, 2026, we changed our legal name from Klotho Neurosciences, Inc. to Greenland Mines Ltd, and our common stock and warrants began trading under the symbols "GRML" and "GRMLW" on the Nasdaq Capital Market effective March 12, 2026.

As a result of the acquisition, we operate through two reportable segments: (i) Biotech and (ii) Mining. Our Biotech segment continues to focus on research and development activities, and our Mining segment focuses on the exploration and development of mineral resources. This expansion represents a significant change in our business strategy and future capital allocation priorities.

Our Biotech segment is focused on the development of therapies for chronic and neurodegenerative diseases. Our biotechnology platform includes a gene therapy platform designed to deliver the "Klotho" protein for the treatment of neurodegenerative diseases, with our lead program, KLTO-202, targeting amyotrophic lateral sclerosis (ALS). We have not generated revenue from these programs, and our biotech activities consist principally of research and development and related licensing arrangements.

On May 20, 2026, we entered into an Agreement and Plan of Merger to acquire Neo North Star Resources, Inc., the holder of the Sarfartoq Rare Earth Element Project in southwest Greenland, from its stockholders, including Neo Performance Materials. Total consideration is $35.0 million, consisting of $20.0 million in cash and $15.0 million in newly issued shares of our common stock. The closing is subject to customary closing conditions, including receipt of required Greenland governmental approval. As of June 30, 2026, the transaction had not closed. See Note 11 to our condensed consolidated financial statements.

On June 22, 2026, we completed a share exchange with AnorTech Inc., issuing 12,400,000 shares of our common stock in exchange for common shares representing approximately 9.9% of AnorTech's outstanding common stock, together with an option to acquire additional AnorTech shares. We recorded the investment at $3,682,800. See Note 6 to our condensed consolidated financial statements.

During the six months ended June 30, 2026, we advanced exploration and evaluation activities at the Skaergaard Project, including technical work directed at converting the existing mineral resource estimate to SEC Regulation S-K Subpart 1300 standards, 2026 drill planning, and preparation for summer field programs. Our mineral properties are non-producing and have not been demonstrated to contain mineral reserves as defined under Regulation S-K Subpart 1300, and we expense exploration and evaluation costs as incurred.

Our common stock remains subject to a Nasdaq minimum bid price deficiency, with a compliance period through September 14, 2026. On June 18, 2026, our stockholders approved authority for our Board of Directors to effect one or more reverse stock splits. See "Liquidity and Capital Resources."

On June 23, 2026, our Audit Committee dismissed BCRG Group as our independent registered public accounting firm and approved the appointment of Simon & Edward LLP ("Simon & Edward"), following Simon & Edward's acquisition of BCRG's attest business. BCRG's audit reports on our financial statements for the years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, other than the going-concern explanatory paragraph previously disclosed. During the years ended December 31, 2025 and 2024, and through June 23, 2026, there were no disagreements with BCRG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, and no reportable events, other than the material weaknesses in internal control over financial reporting previously disclosed in our Annual Report on Form 10-K. We did not consult with Simon & Edward on any accounting or auditing matters prior to its engagement.

Results of Operations

We have not generated any operating revenues to date. To date, the Company's operations have consisted of acquiring our licensed platforms and patents, and planning for the Business Combination. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as our expenses associated with planning our research and clinical testing operations.

Results of Operations for the Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025

Revenues

The Company had no revenue for the three months ended June 30, 2026 and 2025.

Operating Expenses

Our operating expenses for the three months ended June 30, 2026 were approximately $5.5 million compared to approximately $1.9 million for the three months ended June 30, 2025, an increase of approximately $3.6 million, or 189.0%. The increase was primarily attributable to higher professional fees, continued research and development activities, and exploration and evaluation costs incurred following the acquisition of Greenland Mines Corp.

Professional fees increased by approximately $3.0 million, or 327.0%, to approximately $3.9 million for the three months ended June 30, 2026 from approximately $0.9 million for the three months ended June 30, 2025. The increase was primarily attributable to:

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approximately $1.8 million of additional legal, accounting, consulting and advisory costs associated with public company reporting requirements, regulatory compliance matters and strategic initiatives;

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approximately $0.8 million of professional services related to capital markets activities, financing transactions and investor relations initiatives; and

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approximately $0.4 million of transaction support, technical consulting and mining-related professional services incurred following the acquisition of Greenland Mines Corp. and in connection with evaluating and advancing the Company's mineral exploration activities.

General and administrative expenses decreased by approximately $0.2 million, or 21.0%, to approximately $578,000 for the three months ended June 30, 2026 from approximately $730,000 for the three months ended June 30, 2025. The decrease was primarily attributable to lower corporate overhead and administrative costs compared to the prior-year period, partially offset by payroll, insurance, travel and infrastructure costs associated with supporting the Company's expanded operations following the Greenland Mines acquisition.

Research and development expenses increased by approximately $162,000, or 68%, to approximately $401,000 for the three months ended June 30, 2026 from approximately $239,000 for the three months ended June 30, 2025. The increase was primarily attributable to continued spending on the Company's biotechnology programs, including scientific development efforts, third-party research activities and intellectual property development initiatives.

The research and development expenses by program for the three months ended June 30, 2026 and 2025 are as follows:

Program		Three Months Ended June 30, 2026				Three Months Ended June 30, 2025
KLTO-101 and KLTO-202		$	231,377			$	238,700
Klotho Clock			119,285				-
New Development			30,000				-
Other			19,874				-
Total		$	400,536			$	238,700

Exploration and evaluation expenses were approximately $561,000 for the three months ended June 30, 2026 compared to $0 for the three months ended June 30, 2025. The expenses were incurred following the acquisition of Greenland Mines Corp. and related primarily to exploration activities at the Skaergaard Project in Greenland. These expenditures consisted of drilling supplies, camp operations, logistics support, sample analysis, rentals and other field exploration activities.

The exploration and evaluation expenses by category were as follows:

Category		Three Months Ended June 30, 2026
Drilling Costs and Supplies		$	197,780
Camp and Logistics			179,650
Assay and Sample Analysis			3,925
Equipment Rental - Mining			1,095
Other Exploration and Evaluation Activities			178,580
Total Exploration and Evaluation Expense		$	561,030

The drilling costs and supplies category primarily consisted of drilling consumables, sample handling materials, field equipment and related exploration support costs. Camp and logistics costs consisted primarily of transportation, camp operations, accommodations, communications, field support and related logistics required to conduct exploration activities in Greenland. Assay and sample analysis costs consisted of laboratory testing and sample processing activities. Equipment rental costs related to specialized equipment utilized in exploration programs.

Net Loss

For the three months ended June 30, 2026, we incurred a net loss of $3,685,060 compared to a net loss of $4,093,231 for the three months ended June 30, 2025. The decrease in net loss was primarily due to decrease in professional fees, partially offset primarily by increases in interest expense, research and development efforts and general and administrative costs.

Results of Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

Revenues

The Company had no revenue for the six months ended June 30, 2026 and 2025.

Operating Expenses

Our operating expenses for the six months ended June 30, 2026 were approximately $15.0 million compared to approximately $3.5 million for the six months ended June 30, 2025, an increase of approximately $11.5 million, or 331%. The increase was primarily attributable to increases in professional fees, general and administrative expenses, research and development expenses, and exploration and evaluation costs incurred following the acquisition of Greenland Mines Corp.

Professional fees increased by approximately $5.2 million, or 317%, to approximately $6.9 million for the six months ended June 30, 2026 from approximately $1.7 million for the six months ended June 30, 2025. The increase was primarily attributable to:

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approximately $2.7 million of additional legal, accounting, consulting and advisory costs associated with public company reporting requirements, regulatory compliance matters and corporate governance activities;

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approximately $1.7 million related to capital raising initiatives, financing activities, investor relations and strategic transactions; and

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approximately $0.8 million related to technical, geological, engineering and other professional services incurred following the acquisition of Greenland Mines Corp. and in support of the Company's mining operations and exploration activities.

General and administrative expenses increased by approximately $5.2 million, or 330%, to approximately $6.8 million for the six months ended June 30, 2026 from approximately $1.6 million for the six months ended June 30, 2025. The increase was primarily attributable to:

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approximately $4.2 million of higher share-based compensation expense associated with equity awards granted to employees, directors, officers and consultants;

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approximately $0.6 million of additional payroll, insurance, investor relations and corporate infrastructure costs incurred following the Greenland Mines acquisition; and

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approximately $0.4 million of increased public company operating expenses, including compliance, governance, administrative support, travel and other corporate expenses.

In addition, during the six months ended June 30, 2026, the Company incurred transaction-related compensation and other expenses associated with the completion of the Greenland Mines merger and expansion of its corporate infrastructure following the transaction.

Research and development expenses increased by approximately $483,000, or 202%, to approximately $722,000 for the six months ended June 30, 2026 from approximately $239,000 for the six months ended June 30, 2025. The increase was primarily attributable to scientific and clinical development activities, including engagements with third-party research institutions and consultants supporting the Company's biotechnology programs.

The research and development expenses by program are as follows:

Program		Six Months Ended June 30, 2026				Six Months Ended June 30, 2025
KLTO-101 and KLTO-202		$	442,898			$	238,700
Klotho Clock			167,285				-
New Development			91,750				-
Other			19,874				-
Total		$	721,807			$	238,700

The Company expects research and development expenses to continue to represent a significant component of operating expenses as development of its biotechnology programs continues.

Exploration and evaluation expenses were approximately $561,000 for the six months ended June 30, 2026 compared to $0 for the six months ended June 30, 2025. These expenses were incurred following the acquisition of Greenland Mines Corp. and were associated with exploration activities at the Skaergaard Project in Greenland. Exploration and evaluation costs primarily consisted of drilling supplies, camp operations, logistics support, sample analysis, equipment rentals and other field exploration activities.

The exploration and evaluation expenses by category were as follows:

Category		Six Months Ended June 30, 2026
Drilling Costs and Supplies		$	197,780
Camp and Logistics			179,650
Assay and Sample Analysis			3,925
Equipment Rental - Mining			1,095
Other Exploration and Evaluation Activities			178,580
Total Exploration and Evaluation Expense		$	561,030

The drilling costs and supplies category primarily consisted of drilling consumables, sample handling materials, field equipment and related exploration support costs. Camp and logistics costs primarily consisted of transportation, accommodations, communication services, field support and site logistics required to conduct exploration activities in Greenland. Assay and sample analysis costs represented laboratory testing and sample processing activities, while equipment rental costs related to specialized equipment utilized during exploration programs.

Total other expense was approximately $2.6 million for the six months ended June 30, 2026 compared to approximately $2.8 million for the six months ended June 30, 2025, a decrease in net expense of approximately $0.3 million or 9%. The decrease was primarily attributable to a reduction in interest expense of approximately $2.3 million, partially offset by a $2.0 million impairment charge recognized during the six months ended June 30, 2026 related to certain generic drug licenses and a change in the fair value of derivative liabilities.

Net Loss

For the six months ended June 30, 2026, we incurred a net loss of $17,542,263 compared to a net loss of $6,327,213 for the six months ended June 30, 2025. The increase was primarily attributable to higher operating expenses associated with professional fees, stock-based compensation, research and development activities and exploration and evaluation activities following the Greenland Mines acquisition, partially offset by lower interest expense.

Liquidity and Capital Resources

		For the Six Months Ended June 30,
		2026				2025
Net cash used in operating activities		$	(11,825,021	)		$	(3,491,178	)
Net cash used in investing activities			(794,004	)			-
Net cash provided by financing activities			14,786,767				11,858,383
Net increase in cash and cash equivalents		$	2,167,742			$	8,367,205
Cash, beginning of year			7,176,615				63,741
Cash, end of year		$	9,344,357			$	8,430,946

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2026 was $11,825,021, compared to $3,491,178 for the six months ended June 30, 2025. The increase primarily reflects a higher level of operating expenditures, including transaction-related payments, marketing and investor-awareness expenses, exploration and evaluation activities at the Skaergaard Project, and ongoing public company costs. These outflows were partially offset by non-cash charges, including share-based compensation, impairment of intangible assets, and the change in fair value of warrant liabilities.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2026 was $794,004, compared to $0 for the six months ended June 30, 2025. Cash used in investing activities during 2026 is attributable to our acquisition of mineral exploration rights and exploratory licenses as well as capital expenditures for property and equipment regarding the exploration activities in Greenland. Our June 2026 share exchange with AnorTech Inc. was a non-cash transaction, settled through the issuance of our common stock, and accordingly is excluded from investing activities and presented as a supplemental non-cash disclosure.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2026 was $14,786,767, consisting primarily of approximately $7.75 million of gross proceeds from our March 2026 private placement, $3.75 million of gross proceeds from our June 2026 private placement, approximately $2.66 million of gross proceeds from sales under our at-the-market sales agreement, $412,329 from the settlement of shares under the forward purchase agreement, note payable of approximately $298,000 to related parties, and $1,745 proceeds from the exercise of warrants. Net cash provided by financing activities for the six months ended June 30, 2025 was $11,858,383, which consisted of $11,394,218 of net proceeds from sales of common stock and warrants, $2,150,000 of net proceeds from convertible promissory notes, $500,000 from stock subscriptions, $500,000 from the sale of Preferred B shares, and $140,572 from the settlement of shares under the forward purchase agreement, partially offset by $2,730,182 of payments on notes payable, $40,225 of payments on financed director and officer insurance, and $25,000 of deferred financing costs.

Liquidity, Capital Resources and Going Concern

As of June 30, 2026, we had cash and cash equivalents of $9.3 million and net working capital of $11.0 million.

We have incurred, and expect to continue to incur, significant professional costs to remain a publicly traded company, and we expect to incur significant costs in connection with our exploration and evaluation activities at the Skaergaard Project.

Our pending acquisition of Neo North Star Resources, Inc. requires $20.0 million of cash consideration payable at closing, together with $15.0 million payable in newly issued shares of our common stock. Our cash and cash equivalents on hand are not sufficient to fund the cash portion of that consideration, and completing the acquisition will require us to obtain additional financing. The merger agreement provides for a termination date of September 1, 2026, and if the agreement is terminated as a result of a failure to obtain the required Greenland governmental approval, we would be obligated to pay a termination fee of $1.0 million. There can be no assurance that we will obtain financing on acceptable terms, or at all.

Effective July 4, 2026, subsequent to the end of the period, we terminated our At-the-Market Sales Agreement with A.G.P./Alliance Global Partners. No termination penalties were incurred, and no shares remain available for sale under the Sales Agreement. As a result, the at-the-market program, under which we sold 9,890,100 shares for gross proceeds of approximately $2.66 million during the six months ended June 30, 2026, is no longer available to us as a source of liquidity.

The accompanying condensed consolidated financial statements have been prepared as if we will continue as a going concern. We have incurred significant operating losses and negative cash flows from operations since inception. As of June 30, 2026, we had cash and cash equivalents of approximately $9 million and an accumulated deficit of approximately $39 million. We have incurred recurring losses, have experienced recurring negative operating cash flows, and require significant cash resources to execute our business plans. We are dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute our development plans and continue operations. Without additional funding, there is substantial doubt about our ability to continue as a going concern for twelve months from the date these financial statements are issued.

Nasdaq Continued Listing, Minimum Bid Price

Our common stock is listed on the Nasdaq Capital Market under the symbol "GRML." On September 19, 2025, we (then Klotho Neurosciences, Inc.) received a notification letter from Nasdaq indicating that we were not in compliance with the $1.00 minimum closing bid price requirement under Nasdaq Listing Rule 5550(a)(2), because our common stock had closed below $1.00 per share for 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were initially provided 180 calendar days, or until March 18, 2026, to regain compliance. On March 19, 2026, Nasdaq granted us a second 180-calendar-day compliance period, through September 14, 2026. To regain compliance, the closing bid price of our common stock must be at least $1.00 per share for a minimum of ten consecutive business days during the compliance period.

As of June 30, 2026, the closing price of our common stock was $0.26 per share, and we had not regained compliance. At a special meeting held on June 18, 2026, our stockholders approved a proposal authorizing our Board of Directors to effect one or more reverse stock splits of our outstanding common stock at a ratio of between 1-for-2 and 1-for-50, at the Board's discretion at any time on or before March 31, 2027, provided that the aggregate ratio of all such reverse stock splits does not exceed 1-for-60. We intend to effect a reverse stock split, if necessary, to increase the per-share market price of our common stock in an effort to satisfy the minimum bid price requirement. As of the date of this report, our Board of Directors had not determined the ratio or effective date of any reverse stock split.

There can be no assurance that we will regain compliance with the minimum bid price requirement by September 14, 2026, or that a reverse stock split, if effected, will result in a per-share price increase sufficient to regain and maintain compliance. If we do not regain compliance, our common stock will be subject to delisting from Nasdaq, subject to our right to appeal to a Nasdaq Hearings Panel. A delisting would likely reduce the liquidity and market price of our common stock and could further impair our ability to raise capital, particularly following the termination of our at-the-market sales agreement.

We have no obligations, assets, or liabilities that would be considered off-balance sheet arrangements as of June 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. Preparing these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and of expenses during the reporting period. We base our estimates on historical experience and on other assumptions we believe are reasonable under the circumstances, and actual results could differ materially from those estimates.

Our significant accounting policies are described in Note 2 to our condensed consolidated financial statements and in our Annual Report on Form 10-K for the year ended December 31, 2025. As a result of the transactions completed during the six months ended June 30, 2026, the following estimates involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on our financial condition and results of operations.

Fair value of acquired mineral exploration rights and Series C Preferred Stock

In connection with our March 2026 acquisition of Greenland Mines Corp., which we accounted for as an asset acquisition under ASC 805-50, we measured the consideration transferred, principally 47,940 shares of Series C Preferred Stock, at a fair value of $47.9 million, and allocated total acquisition costs of $48.4 million to the acquired mineral exploration rights and exploration licenses. Fair value was determined using a combination of discounted cash flow and market-based methods, with significant unobservable inputs including projected future cash flows based on expected mineral production, commodity price assumptions, and discount rates. These inputs are classified within Level 3 of the fair value hierarchy, and different assumptions could have produced a materially different carrying value.

Impairment of long-lived and intangible assets

We assess our long-lived and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. During the six months ended June 30, 2026, we recognized impairment expense of $2,045,253 related to certain biotech licenses. Our mineral exploration rights and exploration licenses of $48.4 million are early-stage exploration assets that are not yet ready for their intended use and are not amortized. Their recoverability depends on future exploration success, the availability of financing, regulatory approvals, and the establishment of economically recoverable reserves, none of which is assured, and a change in these judgments could result in a material impairment charge.

Fair value of warrant liabilities

We measure our warrant liabilities at fair value on a recurring basis using a Black-Scholes option pricing model with significant unobservable (Level 3) inputs, including expected volatility and expected life. Changes in these inputs and in our share price can produce material changes in fair value that are recognized in earnings.

Investment in equity securities

Our investment in AnorTech Inc. does not have a readily determinable fair value, and we have elected the measurement alternative under ASC 321, carrying the investment at cost less impairment, adjusted for observable price changes. Determining whether an observable price change has occurred in an orderly transaction, and whether the investment is impaired, requires significant judgment, particularly given the contractual lock-up on the shares and the limited trading in AnorTech's securities.

Going concern

Our assessment of our ability to continue as a going concern requires significant judgment regarding forecasted cash flows and the availability of future financing. See "Liquidity, Capital Resources and Going Concern."

Emerging Growth Company Status

We are an "emerging growth company", as defined in the JOBS Act, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company, we can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We intend to avail ourselves of these options. Once adopted, we must continue to report on that basis until we no longer qualify as an emerging growth company.

We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of our initial public offering; (ii) the first fiscal year after our annual gross revenues are $1.235 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If, as a result of our decision to reduce future disclosure, investors find our common stock less attractive, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.