GLND 8-K
Greenland Energy Co (GLND)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 23, 2026, Greenland Energy Company, a Texas corporation (the “Company”) entered into a Deed of Variation and Novation (the “Deed”) with 80 Mile plc (AIM: 80M) (“80 Mile”), and March GL Company, a wholly-owned subsidiary of the Company “(March GL”), relating to the Farm-Out Agreement dated September 9, 2025 (the “Agreement”) between 80 Mile and March GL concerning oil exploration licenses and drilling projects in the Jameson Land Basin in Greenland (the “Jameson Projects”).
The Deed amends and extends the Agreement by: 1) having March GL transfer its rights and obligation under the Agreement to the Company; 2) amending the longstop date for the drilling of the first exploration well at the Jameson Land Basin to be extended from December 31, 2026 to December 31, 2028; 3) amending the longstop date for the drilling of the second exploration well at the Jameson Land Basin to be extended from December 31, 2027 to December 31, 2028; and 4) having the Company, at its own cost and expense, be solely responsible for obtaining, maintaining, renewing, complying with and, where necessary, amending all drilling permits, access rights, environmental and social permits and licenses, consents, approvals authorizations and other permissions required under applicable law or by a governmental, regulatory or other competent authority in connection with the Jameson projects.
Pursuant to the Deed, and in consideration for amending and extending the Agreement, the Company will pay 80 Mile £500,000 in cash within five (5) business days for the stated changes to take effect.
The forgoing description of the Deed does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Deed attached hereto as Exhibit 10.1 on this Current Report on Form 8-K, and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On September 24, 2026, the board of directors and management of the Company issued a press release announcing the extension and amendment of its joint venture agreement with 80 Mile concerning oil exploration licenses and drilling projects in the Jameson Land Basin in Greenland (the “Press Release”).
A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains certain 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”). All statements, other than statements of historical fact included in this Current Report on Form 8-K, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions may identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are based on current expectations, estimates, assumptions and projections and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, but are not limited to those described under “Risk Factors” in our Registration Statement on Form S-1, as amended, and in our other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws. You should not place undue reliance on any forward-looking statements.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Deed of Variation and Novation, dated September 23, 2026 between the Company, 80 Mile, and March GL. | |
| 99.1 | Press Release dated September 24, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 24, 2026 | GREENLAND ENERGY COMPANY | |
| By: | /s/ Robert Price | |
| Name: | Robert Price | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
EXECUTION VERSION
DEED OF VARIATION AND NOVATION
This deed of variation and novation (this Deed) is dated 23 September 2026 and is made between:
| (1) | 80 MILE PLC, a company incorporated in England and Wales with company number 05389216, of 6 Heddon Street, London W1B 4BT (80 Mile); and |
| (2) | MARCH GL COMPANY, a company incorporated under the laws of the State of Texas, of 290 Dexter Street, Denver, CO 80220, USA (March GL), |
| (3) | GREENLAND ENERGY COMPANY, a company incorporated under the laws of the State of Texas, whose registered address is at 3400 East Bayaud Avenue, Suite 500, Denver, Colorado 80209 (GEL). |
(each a Party and together the Parties).
| (A) | 80 Mile and March GL entered into a farm-out agreement dated 9 September 2025 in respect of Oil Exploration Licences OEEL 2015-13, OEEL 2015-14 and OEEL 2018-40, Jameson Land Basin, Greenland (the Agreement). |
| (B) | As part of an internal reorganisation of March GL’s group companies, March GL wishes to transfer all of its rights and obligations under the Agreement to GEL. |
| (C) | The Parties wish to novate and amend the Agreement as set out in this Deed with effect from the Effective Date. |
| (D) | Capitalised terms not defined in this Deed have the meanings given in the Agreement. |
| (E) | The Parties agree as follows: |
1. Effective Date
This Deed is executed and delivered on the date stated above (the Effective Date). In consideration for 80 Mile entering into this Deed and agreeing to the amendments and arrangements contemplated by it, GEL shall pay to 80 Mile a fee of £500,000 (the “Fee”). The Fee shall be paid by GEL within five (5) Business Days of the Effective Date in immediately available cleared funds without set-off, counterclaim, deduction or withholding (except as required by law) to such bank account as 80 Mile may notify to GEL in writing.
2. Novation
With effect from the Effective Date:
2.1 GEL will perform the Agreement, be bound by its terms and enjoy its benefits in every way as if it were the original party to it in place of March GL.
2.2 80 Mile will perform the Agreement and be bound by its terms in every way as if GEL were the original party to it in place of March GL.
2.3 References to March GL in the Agreement shall be treated as references to GEL.
2.4 80 Mile and GEL may each enforce the Agreement and pursue any and all claims and demands under or in connection with the Agreement against the other with respect to matters arising before, on or after the Effective Date as though GEL were the original party to the Agreement instead of March GL.
3. First Long Stop Date
With effect from the Effective Date, Clause 5.3 of the Agreement is amended by deleting “31 December 2026” and by replacing it with “31 December 2028”.
4. Second Long Stop Date
With effect from the Effective Date, the definition of “Second Long Stop Date” in Clause 1 of the Agreement is amended by deleting “31 December 2027” and by replacing it with “31 December 2028”.
5. Notice dated 21 August 2026
80 Mile withdraws its notice dated 21 August 2026 given in respect of Clauses 5.3 and 17.2.1.1 of the Agreement. The Parties confirm that the notice did not terminate the Agreement, that the Agreement has not been terminated, and that the Agreement continues in full force and effect.
6. Permits
6.1 With effect from the Effective Date, GEL shall be solely responsible, at its own cost and expense, for obtaining, maintaining, renewing, complying with and, where necessary, amending all drilling permits, access rights, environmental and social permits and licences, consents, approvals authorisations and other permissions required under applicable law or by any governmental, regulatory or other competent authority in connection with Jameson Project 1 and Jameson Project 2 (the Permits). For the avoidance of doubt:
| a) | the obligation to obtain all other Government Consents required under the Agreement (other than the Permits) shall remain the sole responsibility of 80 Mile pursuant to Clauses 5.4 and 9.3 of the Agreement, and 80 Mile shall remain responsible for the non-fulfilment of any First Condition or Second Condition relating to any such Government Consent (for the avoidance of doubt save in respect of obtaining the Permits, which shall be the sole responsibility of GEL); and |
| b) | Permits obtained by GEL shall satisfy the relevant First Condition or Second Condition as if obtained by 80 Mile. |
6.2 80 Mile shall provide such reasonable assistance and cooperation as GEL may request in connection with GEL’s applications for the Permits, including by making available relevant information in its possession as soon as reasonably practicable and executing such documents as may reasonably be required provided that 80 Mile shall be entitled to recover from GEL its reasonable and documented out-of-pocket costs incurred in providing such assistance, including time costs for any 80 Mile representatives providing such assistance and cooperation in accordance with this clause 6.2 at reasonable commercial rates.
6.3 With effect from the Effective Date, GEL releases and discharges 80 Mile and each of its current and former directors, officers, employees, agents and representatives from any and all claims, demands, actions, liabilities, losses, damages, costs and expenses arising out of or in connection with any failure to obtain, maintain, renew or transfer any Permit prior to the Effective Date. GEL further agrees that it shall not bring, or procure the bringing of, any claim against 80 Mile or an of its current or former directors, officers, employees, agents or representatives in respect of any matter released under this clause.
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6.4 GEL and March GL each confirm that, as at the date of this Deed, neither of them has made, or intends to make, any claim or commence any proceedings against 80 Mile under or in connection with the Agreement.
6.5 80 Mile shall not be entitled to terminate the Agreement under Clause 17.2.1.1 or Clause 9.2 by reason of the non-fulfilment of a First Condition or Second Condition relating to the Permits.
7. No other amendments
Save as set out in this Deed, the Agreement remains unchanged and in full force and effect, and this Deed is a written agreement expressed to be an amendment of the Agreement for the purposes of Clause 31.2 of the Agreement.
8. Governing law, arbitration and notices
Clauses 28 (Governing Law), 29 (Arbitration) and 30 (Notices) of the Agreement apply to this Deed as if set out in full herein. This Deed may be executed in counterparts, and delivery of an executed counterpart by electronic means shall be effective as delivery of an original.
This Deed has been executed and delivered as a deed by the duly authorised representative(s) of each Party on the date first written above.
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| Executed as deed by 80 MILE PLC acting by | /s/ Ingo Hofmaier | ||
| Director | |||
| Ingo Hofmaier | , a director and | ||
| Mike Hutchinson | , a director | /s/ Mike Hutchinson | |
| Director | |||
|
Executed as deed by MARCH GL COMPANY acting by |
/s/ Robert Price | ||
| Robert Price, a director, in the presence of: | Director | ||
| /s/ Libier Price | |||
| (signature of witness) | |||
| Name of witness: | Libier Price | ||
| Address of witness: | 290 Dexter Street, Denver, CO, 80220 | ||
| Occupation of witness: | Nurse Practitioner | ||
| Executed as deed by GREENLAND ENERGY COMPANY acting by | /s/ Larry G. Swets, Jr. | ||
| Director | |||
| Larry Swets, a director and | |||
| Hassan Baqar, a director | /s/ Hassan Baqar | ||
| Director | |||
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Exhibit 99.1
Greenland Energy Company Announces Extension of Jameson Land Farm-Out Agreement with 80 Mile plc
DENVER, September 24, 2026 /PRNewswire/ - Greenland Energy Company (the “Company”) (NASDAQ: GLND) today announced that it has entered into a Deed of Variation and Novation (the “Deed”) with 80 Mile plc (AIM: 80M) (“80 Mile”) and March GL Company, a wholly owned subsidiary of the Company (“March GL”), relating to the parties’ existing Farm Out Agreement concerning the Jameson Land Basin in East Greenland.
Under the Deed, Greenland Energy Company has assumed March GL’s rights and obligations under the Farm-Out Agreement. The longstop date applicable to the first exploration well has been extended from December 31, 2026 to December 31, 2028, and the longstop date applicable to the second exploration well has been extended from December 31, 2027 to December 31, 2028.
Under the Deed, Greenland Energy Company will take sole responsibility, at its own cost, for securing and maintaining the permits and approvals required for the Jameson Land drilling program. 80 Mile will remain responsible for other Government Consents required under the Farm-Out Agreement and will provide reasonable assistance with the Company’s permitting activities.”.
In consideration for 80 Mile entering into the Deed and agreeing to the amendments and arrangements contemplated by it, Greenland Energy Company will pay 80 Mile a fee of £500,000 within five business days of the effective date.
Robert Price, Chief Executive Officer of Greenland Energy Company, commented:
| “This amendment provides the additional time and a clear framework for us to continue advancing the Jameson Land program while the required permitting process progresses. Importantly, the underlying Farm-Out Agreement remains in full force and effect, and the revised timetable allows us to preserve the substantial operational preparation already undertaken while aligning future activity with the necessary regulatory approvals. |
| “By taking direct responsibility for the project specific permitting process, Greenland Energy can work closely with the relevant stakeholders and authorities as we advance the project. We appreciate 80 Mile’s continued cooperation and look forward to progressing the Jameson Land program under the revised timetable.” |
Additional information regarding the Deed is contained in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.
About Greenland Energy Company
Greenland Energy Company is an exploration stage oil and gas company focused on responsibly exploring and seeking to develop Greenland’s hydrocarbon resources, with an emphasis on the Jameson Land Basin in East Greenland. The Company’s primary mission is to unlock the frontier hydrocarbon potential of the Jameson Land Basin, an approximately 2 million acre onshore licensed area, through the application of modern exploration technologies. The Company is advancing preparations for future exploration activity in the region. For more information, please visit www.GreenlandEnergyCo.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain 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”). All statements, other than statements of historical fact included in this press release, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions may identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are based on current expectations, estimates, assumptions and projections and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, but are not limited to those described under “Risk Factors” in our Registration Statement on Form S-1, as amended, and in our other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws. You should not place undue reliance on any forward-looking statements.
Contact:
[email protected]
SOURCE: Greenland Energy Company