8-K - GRML - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 4, 2026

Klotho Neurosciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-41340	86-2727441
(Commission File Number)	(IRS Employer<br><br> <br>Identification No.)

1300 South Boulevard, Suite D

Charlotte, NC 28203

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code (833) 931-6330

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	KLTO	The Nasdaq Stock Market LLC
Warrants	KLTOW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 - Entry into Material Agreement

On March 4, 2026, Klotho Neurosciences, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Greenland Mines Corp., a Delaware corporation (“Greenland Mines”). Pursuant to the terms of the Merger Agreement, at the closing, Greenland Mines will merge into GM Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), with Greenland Mines being the surviving entity. Pursuant to the Merger Agreement, as consideration for the Merger, the stockholders of Greenland Mines will receive a total of 47,000 newly issued shares of the Company’s Series C Preferred Stock. In addition, the stockholders of Greenland Mines have the right to designate one individual to join the Company’s Board of Directors. The Merger Agreement also contains customary representations and warranties of the parties.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.01 – Completion of Acquisition or Disposition of Assets

On March 4, 2026 (the “Closing Date”), at the closing of the Merger Agreement, Merger Sub merged into Greenland Mines, with Greenland Mines being the surviving entity (the “Subsidiary Merger”). As a result of the Subsidiary Merger, Greenland Mines became a wholly-owned subsidiary of the Company (the “Merger Transaction”). The Merger Transaction did not result in a change of control of the Company or a change in the executive officers or directors of the Company.

Greenland Mines, pursuant to the terms of a Subscription, Joint Venture and Option Agreement (the “Mining Agreement”), owns an 80% interest in Major Precious Greenland A/S, a Denmark corporation (the “Major Precious”). Major Precious is the sole owner of certain mineral properties in Greenland known as the Skaergaard Project. The Mining Agreement provides Greenland Mines with an option to acquire the remaining 20% interest in Major Precious.

A 2022 Canadian NI 43-101 Technical Report on the Skaergaard Project issued by SLR Consulting Limited established a Total Indicated and Inferred Resource of 364.37 million tons at 2.17 g/t PdEq, with the Indicated category alone at 158.95 million tons grading 2.22 g/t PdEq. This constitutes 25.4 million ounces of palladium equivalent ("Moz PdEq") and 23.5 million ounces of gold equivalent ("Moz AuEq") in combined Indicated and Inferred Resource categories at the effective date of the Canadian NI 43-101 Technical Report. Pursuant to the terms of the Mining Agreement, the Government of Greenland is entitled to a 2.5% royalty payable when the Skaergaard Project reaches the production stage.

These mineral resource estimates stated above were prepared by SLR Consulting Limited in accordance with NI 43-101 and not in accordance with the requirements of Regulation S-K Subpart 1300. The Company has not yet independently verified the mineral resource estimates contained therein. The foregoing description of the Mining Agreement does not purport to be complete and is qualified in its entirety by reference to the Mining Agreement, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

Item 3.02 – Unregistered Sales of Equity Securities

On March 4, 2026, the Company issued to the former stockholders of Greenland Mines, a total of 47,000 shares of the Company’s Series C Preferred Stock as consideration for the Merger Transaction.

The issuance of the securities described above was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder and/or Regulation S. The recipients represented that they are “accredited investors” as defined in Rule 501(a) of Regulation D and that the securities were acquired for investment and not with a view to distribution. The securities were offered without general solicitation or advertising and represented the consideration paid under the Merger Agreement.

A description of the Series C Preferred Stock is set forth in Item 5.03 below and incorporated into this Item 3.02 by reference.

Item 5.03 – Amendments to Articles of Incorporation

On March 4, 2026, the Board of Directors of the Company, pursuant to a Certificate of Designation, designated a new series of the Company’s preferred stock to be known as Series C Preferred Stock (the “Certificate of Designation”). The Certificate of Designation authorized a total of 50,000 shares of Series C Preferred Stock.

A summary of rights and privileges of the Series C Preferred Stock is as follows:

Dividends - The holders of shares of Series C Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, dividends on an as-converted basis, pari passu with all holders of Common Stock but prior to any dividends paid to any class of stock junior to the Series C Preferred.

Voting - After approval by the Company’s stockholders at a special or annual meeting of the Company’s stockholders, the holders of Series C Preferred Stock shall vote together with the holders of Common Stock and any other class or series of capital stock entitled to vote thereon as a single class on all matters submitted to a vote of stockholders of the Corporation. Each share of Series C Preferred Stock shall entitle the holder thereof to a number of votes equal to the number of shares of Common Stock into which such shares of Series C Preferred Stock is then convertible. The shares of Series C Preferred Stock shall not be entitled to vote prior to the stockholder approval.

Conversion – At any time after approval by the Company’s stockholders, each share of Series C Preferred Stock shall be convertible into 42,554 shares of the Company’s common stock. Holders of shares of Series C Preferred Stock shall have no conversion rights prior to the approval of the Company’s stockholders.

The foregoing description of the Series C Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation of the Series C Preferred Stock, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

To the extent required by Rule 3-05 of Regulation S-X, the financial statements of Greenland Mines, Inc. will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this report is required to be filed.

(b) Pro Forma Financial Information

To the extent required by Article 11 of Regulation S-X, pro forma financial information will be filed by amendment within the same timeframe.

This Form 8-K contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements in this press release include descriptions of the Company's future commercial operations. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, such as the Company's inability to implement its business plans, identify and realize additional opportunities, or meet or exceed its financial projections and changes in the regulatory or competitive environment in which the Company operates. You should carefully consider the foregoing factors and the other risks and uncertainties described in the documents filed or to be filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") from time to time, which could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these documents are available on the SEC's website, www.sec.gov. All information provided herein is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

Exhibits	Description
3.1	Certificate of Designation of Series C Preferred Stock
10.1	Agreement and Plan of Merger
10.2	Subscription, Joint Venture and Option Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 10, 2026	KLOTHO NOSCIENCES, INC.
	By:
	Name:
	Title:

All values are in Euros.

Exhibit 3.1

CERTIFICATEOF DESIGNATION, NUMBER, VOTING POWER, PREFERENCES AND RELATIVE, PARTICIPATING, OPTION OR OTHER SPECIAL RIGHTS, AND THE QUALIFICATIONS,LIMITATIONS OR RESTRICTIONS THEREOF, OF THE SERIES OF PREFERRED STOCK TO BE DESIGNATED.

SERIES CPREFERRED STOCK

KLOTHO NEUROSCIENCES,INC.

Pursuantto Section 151 of the

GeneralCorporation Law of the State of Delaware

The undersigned DOES HEREBY CERTIFY that the following resolution was duly adopted on March 4, 2026, by the Board of Directors of Klotho Neurosciences, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”), pursuant to authority conferred upon the Board of Directors by the provisions of the Certificate of Incorporation of the Corporation and in accordance with the provisions of the General Corporation Law of the State of Delaware:

RESOLVED that pursuant to authority expressly granted to and vested in this Board of Directors of the Corporation in accordance with the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the issuance of a series of 50,000 shares of the 100,000,000 shares of Preferred Stock which the Corporation now has authority to issue, be and the same hereby is, authorized, and this Board of Directors hereby fixes the designations, number, voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of the shares of such series (in addition to the designations, voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate of Incorporation which are applicable to the Preferred Stock) as follows:

Designation. There shall be a series of Preferred Convertible Stock designated as “Series C Preferred Stock” (the “Series C Preferred Stock”) and the number of shares constituting that series shall be 50,000.
Voting. (a) No Voting Rights Prior to Stockholder Approval. Notwithstanding anything to the contrary contained in this Certificate of Designation, until Stockholder Approval (as defined below) has been obtained by the Corporation, the shares of Series C Preferred Stock shall have no voting rights whatsoever and the holders of Series C Preferred Stock shall not be entitled to vote such shares on any matter submitted to the stockholders of the Corporation.

(b) Voting Following Stockholder Approval. Upon the Corporation obtaining Stockholder Approval, the holders of Series C Preferred Stock shall vote together with the holders of Common Stock and any other class or series of capital stock entitled to vote thereon as a single class on all matters submitted to a vote of stockholders of the Corporation. Each share of Series C Preferred Stock shall entitle the holder thereof to a number of votes equal to the number of shares of Common Stock (including fractions thereof) into which such share of Series C Preferred Stock is then convertible.

(c) Definition of Stockholder Approval. For purposes of this Certificate of Designation, “Stockholder Approval” means the approval of the Corporation’s stockholders, at a special or annual meeting of the stockholders, as required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor exchange on which the Common Stock is listed), including approval of: (i) the issuance of shares of Common Stock upon conversion of the Series C Preferred Stock and (ii) the voting rights of the Series C Preferred Stock on an as-converted basis.

Dividends. (a) The holders of shares of the Series C Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of assets of the Corporation legally available therefor, dividends on an as-converted basis, pari passu with all holders of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such stock).

(b) Each fractional share of Series C Preferred Stock outstanding shall be entitled to a ratably proportionate amount of any dividends or other distributions made with respect to each outstanding share of Series C Preferred Stock, and all such distributions shall be payable in the same manner and at the same time as distributions on each outstanding share of Series C Preferred Stock.

(c) Notwithstanding anything to the contrary contained herein, the Corporation shall not issue any shares of Common Stock (or securities convertible into or exercisable for Common Stock) as payment of dividends on the Series C Preferred Stock, or otherwise pursuant to this Certificate of Designation, to the extent that such issuance would require stockholder approval under the applicable rules of the Nasdaq Stock Market unless Stockholder Approval has been obtained by the Corporation.

Liquidation. (a) In the event of the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of the assets of the Corporation to the holders of Common Stock or any other class or series of capital stock ranking junior to the Series C Preferred Stock with respect to liquidation, an amount per share equal to the amount that would have been received by such holder if the shares of Series C Preferred Stock had been converted into shares of Common Stock immediately prior to the consummation of such liquidation, plus an amount equal to any accumulated and unpaid dividends to the date of payment (whether or not declared) (the “Liquidation Preference”).
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(b) If, upon such voluntary or involuntary liquidation, dissolution or winding up of the Corporation’s affairs, the assets of the Corporation legally available for distribution to the Corporation’s stockholders are insufficient to pay the full amount of the liquidation preference on all outstanding shares of Series C Preferred Stock and the corresponding amounts payable on all shares of each other class or series of capital stock of the Corporation ranking, as to rights to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series C Preferred Stock, then the holders of the Series C Preferred Stock and each such other class or series of capital stock of the Corporation ranking, as to rights to the distribution of assets upon the Corporation’s voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series C Preferred Stock will share ratably in any distribution of assets in proportion to the full liquidation preference to which they would otherwise be respectively entitled. In any such distribution, the “liquidation preference” of any holder of the Corporation’s capital stock other than the Series C Preferred Stock means the amount otherwise payable to such holder in such distribution (assuming no limitation on the Corporation’s assets available for such distribution), including an amount equal to any declared but unpaid dividends in the case of any holder or stock on which dividends accrue on a non-cumulative basis and, in the case of any holder of stock on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued, cumulative dividends, whether or not earned or declared, as applicable.

(c) Holders of Series C Preferred Stock will be entitled to written notice of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, no fewer than thirty (30) days prior to the payment date. Such notice shall include the anticipated payment date, the liquidation preference amount payable per share, and instructions for making claims.

The consolidation, merger or other business combination of the Corporation with or into any other entity or the sale, lease, transfer or conveyance of all or substantially all of the assets, property or business of the Corporation will not be deemed to constitute a liquidation, dissolution or winding up of the Corporation for purposes of Section 4.

Conversions. Upon the Corporation obtaining Stockholder Approval, the holders of shares of Series C Preferred Stock shall have the following conversion rights:

(a) Right to Convert. Subject to the terms and conditions of this Section 5, a holder of any share or shares of Series C Preferred Stock shall have the right, at its option, at any time after of the Corporation has received Stockholder Approval, to convert each of its shares of Series C Preferred Stock into 42,554 shares of fully paid and nonassessable shares of Common Stock (the “Conversion Ratio”), subject to adjustment as provided in this Section 5. Such rights of conversion shall be exercised by the holder thereof by giving written notice that the holder elects to convert a stated number of shares of Series C Preferred Stock into Common Stock and by surrender of a certificate or certificates for the shares so to be converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of the Series C Preferred Stock) at any time during its usual business hours on the date set forth in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued. The Corporation shall also permit conversion through book-entry or electronic means in accordance with the procedures established by the Corporation’s transfer agent. Notwithstanding anything to the contrary contained herein, prior to the Corporation obtaining Stockholder Approval, the shares of Series C Preferred Stock shall not be convertible into shares of Common Stock.

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(b) Issuance of Certificates. Promptly after the receipt of the written notice referenced to in subsection 5(a) and surrender of the certificate or certificates for the share or shares or Series C Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Series C Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Ratio shall be determined as of the close of business on the date on which such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Series C Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

(c) Fractional Shares; Dividends; Partial Conversion. No fractional shares shall be issued upon conversion of Series C Preferred Stock into Common Stock and no payment or adjustment shall be made upon any conversion on account of any cash dividends on the Common Stock issued upon such conversion. At the time of each conversion, the Corporation shall pay in cash an amount equal to all dividends declared and unpaid on the shares of Series C Preferred Stock surrendered for conversion to the date upon which such conversion is deemed to take place as provided in subsection 4(b), but no payment or adjustment shall be made on account of any accrued dividends that have not been declared. In case the number of shares of Series C Preferred Stock represented by the certificate or certificates surrendered pursuant to subsection 5(a) exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder, at the expense of the Corporation, a new certificate or certificates for the number of shares of Series C Preferred Stock represented by the certificate or certificates surrendered which are not to be converted. If any fractional share of Common Stock would, except for the provisions of the first sentence of this subsection 5(c), be delivered upon such conversion, the Corporation, in lieu of delivering such fractional share, shall pay to the holder surrendering the Series C Preferred Stock for conversion an amount in cash equal to the current market price of such fractional share as determined in good faith by the Board of Directors of the Corporation.

(d) Subdivision or Combination of Common Stock. If the Corporation shall at any time or from time to time effect (i) a subdivision of the outstanding Common Stock (also known as a forward stock split) or (ii) a combination of the outstanding Common Stock into a smaller number of shares (also known as a reverse stock split), the Conversion Ratio in effect immediately before such event shall be proportionately adjusted so that the number of shares of Common Stock issuable upon conversion of each share of Series C Preferred Stock shall be increased in the case of a subdivision and decreased in the case of a combination, in each case in proportion to the change in the aggregate number of shares of Common Stock outstanding.

(e) Reorganization or Reclassification. If any capital reorganization or reclassification of the capital stock of the Corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then as it condition of such reorganization or reclassification, lawful and adequate provisions shall be made whereby each holder of a shares or Series C Preferred Stock shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Series C Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore receivable upon such conversion had such reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including without limitation provisions for adjustments of Conversion Ratio) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights.

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(f) Notice of Adjustment. Upon any adjustment of the Conversion Ratio, then in each such case the Corporation shall give written notice thereof, by delivery in person, certified or mail, return receipt requested or e-mail addressed to each holder of shares of Series C Preferred Stock at the address of such holder as shown on the books of the Corporation, which notices shall state the Conversion Ratio resulting from such adjustment, setting forth, in reasonable detail the method upon which such calculation is based.

(g) Other Notices. In case at any time:

(1) the Corporation shall declare any dividend upon its Common Stock payable in cash or stock or make any other distribution to the holders or its Common Stock;

(2) there shall be any capital reorganization or reclassification of the capital stock of the Corporation or a consolidation or merger of the Corporation with or into another entity or entities. or a sale, lease, abandonment, transfer or other disposition of all or substantially all its assets; or

(3) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by delivery in person, certified mail, return receipt requested or e-mail to each holder of any shares of Series C Preferred Stock at the address of such holder as shown on the books of the Corporation, (a) at least 20 days’ prior written notice of the date on which the books of the Corporation shall close or a shall be taken for such dividend distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding up, least 20 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription right the date on which the holders of Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding up, as the case may be.

(h) Limitations on Conversion. Subsequent to Stockholder Approval and notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by a holder upon conversion shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the U.S. Exchange Act and the rules and regulations promulgated thereunder. By written notice to the Company, the Holder may waive the provisions of this Section 10(a) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other holder.

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(i) Stock to be Reserved. The Corporation will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the conversion of Series C Preferred Stock as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of all outstanding shares of Series C Preferred Stock. The Corporation covenants that all shares of Common Stock which shall be so issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue the issue there and without limiting the generality of the foregoing, the Corporation covenants that it will from time to time take all such action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the Conversion Ratio in effect at the time. The Corporation will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange upon which the Common Stock may be listed. The Corporation will not take any action which results in any adjustment of the Conversion Ratio if the total number of shares of Common Stock issued and issuable after such action upon conversion of Series C Preferred Stock would exceed the total number of shares of Common Stock then authorized by the Certificate of Incorporation.

(j) No Reissuance of Series C Preferred Stock. Shares of Series C Preferred Stock which are converted into shares of Common Stock as provided herein shall not be reissued.

(k) Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of Series C Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Series C Preferred Stock which is being converted.

(l) Definition of Common Stock. As used in this Section 4 the term “Common Stock” shall mean and include the Corporation’s authorized Common Stock par value $.0001 per share, as constituted on the date of filing of these terms of the Series C Preferred Stock and shall also include any capital stock of any class of the Corporation thereafter authorized which shall not be limited to a fixed sum or percentage in respect of the its rights of the holders thereof to participate in dividends or in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, provided the shares of Common Stock receivable upon conversion of shares of Series C Preferred Stock shall include only shares designated as Common Stock of the Corporation on the date filing of this instrument, or in case of any reorganization or reclassification of standing outstanding shares thereof, the stock, securities or assets provided for in subsection 5(e).

Amendments. No provision of these terms of the Series C Preferred Stock may be amended, modified or waived without the written consent or affirmative vote of the holders of a majority of the then outstanding shares of Series C Preferred Stock.
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IN WITNESS WHEREOF, Klotho Neurosciences, Inc. has caused this certificate to be signed and its corporate seal to be hereunto affixed on this 4th day of March, 2026.

KLOTHO NOSCIENCES,<br>INC.
By:
Name:
Title:

All values are in Euros.

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Exhibit 10.1

AGREEMENT AND PLAN OF MERGER

between

KLOTHO NEUROSCIENCES, INC.,

GREENLAND MERGER SUB, INC.

and

GREENLAND MINES CORP.,

dated as of March 4, 2026

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “Agreement”), dated as of March [4], 2026 is entered into by and among Klotho Neurosciences, Inc., a Delaware corporation (“PubCo”), Greenland Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“MergerSub”) and Greenland Mines Corp., a Delaware corporation (the “Company”).

RECITALS

WHEREAS, the Boards of Directors of each of PubCo, MergerSub and the Company have each determined that it is fair to and in the best interests of their respective corporations and stockholders for MergerSub to be merged with and into the Company upon the terms and subject to the conditions set forth herein resulting in the Company becoming a wholly-owned subsidiary of PubCo;

WHEREAS, the Boards of Directors of each of MergerSub and the Company have approved the merger of MergerSub with and into the Company in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), and upon the terms and subject to the conditions set forth herein and in the Certificate of Merger (the "Certificate of Merger") attached as Exhibit A hereto; and the Board of Directors of PubCo also has approved this Agreement and the Certificate of Merger;

WHEREAS, the requisite Company Stockholders have approved by written consent pursuant to Section 228 of the DGCL this Agreement and the Certificate of Merger and the transactions contemplated hereby and thereby, including the Merger, and PubCo, as the sole stockholder of MergerSub has approved this Agreement, the Certificate of Merger and the transactions contemplated hereby and thereby, including the Merger; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Definitions

The following terms have the meanings specified or referred to in this ARTICLE I:

“Acquisition Proposal” has the meaning set forth in Section 5.03.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Ancillary Documents” means the Certificate of Designation, and such other documents and agreements required to be executed and delivered under this Agreement.

“Business” means the business of mining, exploration, and development of mineral resources, including precious metals and rare earth elements, as such business is carried on by the Company.

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized or required by Law to be closed for business.

“Certificate of Designation” means the Certificate of Designation of PubCo with respect to the Series C Preferred Stock.

“Closing” has the meaning set forth in Section 2.03(a).

“Closing Date” has the meaning set forth in Section 2.03(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the recitals.

“Company Common Stock” has the meaning set forth in Section 3.02(a).

“Company Shares” has the meaning set forth in Section 2.03.

“Company Stockholders” means the stockholders of the Company set forth in Schedule A.

“Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“Dollars” or “$” means the lawful currency of the United States.

“Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“GAAP” means United States generally accepted accounting principles in effect from time to time.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Liabilities” has the meaning set forth in Section 3.06.

“Losses” means losses, damages, Liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of pursuing any insurance providers; provided, however, that “Losses” shall not include punitive damages, except to the extent actually awarded to a Governmental Authority or other third party.

“Material AdverseEffect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the Company or PubCo, as the case may be, or (b) the ability of a party to this Agreement to consummate the transactions contemplated hereby on a timely basis; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Company or PubCo operates; (iii) any changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) by mutual agreement of the parties hereto; (vi) any changes in applicable Laws or accounting rules, including GAAP; (vii) the public announcement, pendency or completion of the transactions contemplated by this Agreement; (viii) any natural or man-made disasters or acts of God; (ix) any epidemics, pandemics, or disease outbreaks or any worsening thereof; or (x) any failure by the Company or PubCo to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (i) through (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company or PubCo, as the case may be, compared to other participants in the industries in which the Company or PubCo conducts its businesses.

“Permits” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“PubCo Common Stock” means PubCo’s common stock, $0.0001 par value per share.

“PubCo Stockholder Approval” means the approval of PubCo’s stockholders at a duly convened PubCo Stockholder Meeting.

“PubCo StockholderApproval Matters” means (i) the authorization for the conversion of the Merger Consideration Shares into shares of PubCo Common Stock, and (ii) any other proposals PubCo and the Company mutually agree is necessary or desirable to consummate the transactions contemplated by this Agreement or in connection with the Merger.

“PubCo StockholderMeeting” means any annual or special meeting of the stockholders of PubCo.

“Merger ConsiderationShares” means the 47,000 shares of PubCo’s Series C Preferred Stock issued to the Company Stockholders pursuant to Section 2.05(a)(ii) herein having the rights and preferences set forth in the Certificate of Designation.

“Real Property” means the real property owned by, or leased or subleased to, the Company, together with all buildings, structures and facilities located thereon.

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Series C PreferredStock” means PubCo’s Series C Preferred Stock having the rights and preferences as set forth in the Certificate of Designation attached hereto as Exhibit 1, which Series C Preferred Stock shall be non-voting and non-convertible prior to obtaining the PubCo Stockholder Approval. Following the PubCo Stockholder Approval, the Series C Preferred Stock shall be convertible into shares of PubCo Common Stock and shall vote on an as-converted basis.

“Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

ARTICLE II

THe MERGER

Section2.01Error! Bookmark not defined.Merger. Subject to the terms and conditions of this Agreement and the Certificate of Merger, MergerSub shall be merged with and into the Company (the "Merger") in accordance with Section 251 of the DGCL. At the Effective Time (as hereinafter defined), the separate legal existence of MergerSub shall cease, and the Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation") and shall continue its corporate existence under the laws of the State of Delaware under the name Greenland Mines Corp.

Section 2.02 EffectiveTime. The Merger shall become effective on the date and at the time the Certificate of Merger is filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The filing of the Certificate of Merger as set forth in the first sentence of this Section 2.02 shall be the last action required prior to the Closing as contemplated hereby.

Section2.03****Certificate of Incorporation, By-laws, Directors and Officers.

(a) The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time until further amended in accordance with applicable law.

(b) The By-laws of the Company, as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable law, the Certificate of Incorporation and such By-laws.

(c) The directors and officers of the Company shall be the directors and officers of the Surviving Corporation, and each shall hold his respective office or offices from and after the Effective Time until his successor shall have been elected and shall have qualified in accordance with applicable law, or as otherwise provided in the Certificate of Incorporation or By-laws of the Surviving Corporation.

Section 2.04 Assetsand Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the constituent corporations; and all and singular, the rights, privileges, powers and franchises of each of the constituent corporations, and all property, real, personal and mixed, and all debts due to any of the constituent corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the constituent corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective constituent corporations, and the title to any real estate vested by deed or otherwise in any of such constituent corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the constituent corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective constituent corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Section 2.05 Mannerand Basis of Converting Shares.

(a) At the Effective Time:

(i) each share of common stock, par value $0.01 per share, of MergerSub that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten (10) shares of common stock of the Surviving Corporation, so that at the Effective Time, PubCo shall be the holder of all of the issued and outstanding shares of the Surviving Corporation;

(ii) the shares of common stock of the Company (the "Company Shares") beneficially owned by the Stockholders listed in Schedule A (other than shares of Company Shares as to which appraisal rights are perfected after the Effective Time pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), which shares constitute all of the issued and outstanding shares of capital stock of the Company, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of Merger Consideration Shares specified in Schedule A for each of the Company Stockholders; and

(iii) each share of Company Shares held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist.

(b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Shares that were outstanding immediately prior to the Effective Time.

Section 2.06 Surrenderand Exchange of Certificates. Promptly after the Effective Time and upon (i) surrender of a certificate or certificates representing shares of Company Shares that were outstanding immediately prior to the Effective Time and (ii) delivery of a Letter of Transmittal, PubCo shall issue to the record holder of the Company Shares surrendering such certificate or certificates and Letter of Transmittal, a certificate or certificates registered in the name of such Stockholder representing the Merger Consideration Shares that such Stockholder shall be entitled to receive as set forth in Section 2.05(a)(ii) hereof. Until the certificate or certificates are surrendered together with the Letter of Transmittal as contemplated by this Section 2.06 hereof, each certificate that immediately prior to the Effective Time represented any outstanding shares of Common Shares shall be deemed at and after the Effective Time to represent only the right to receive upon surrender as aforesaid the Merger Consideration Shares specified in Schedule A hereof for the holder thereof or to perfect any rights of appraisal which such holder may have pursuant to the applicable provisions of the DGCL.

Section 2.07 Optionsand Warrants. All options, warrants and rights to purchase Company Shares outstanding as of the Effective Date will be exercised or terminated prior to or effective upon the Effective Time, and neither PubCo nor MergerSub shall assume or have any obligation with respect to such options, warrants or rights.

**Section 2.08 Assurances.**From time to time, from and after the Effective Time, as and when requested by PubCo, MergerSub or their respective successors or assigns, the proper officers and directors of the Company as of the Effective Time shall, for and on behalf and in the name of the Company or otherwise, shall execute and deliver all such deeds, bills of sale, assignments and other instruments and shall take or cause to be taken such further actions as PubCo, MergerSub or their respective successors or assigns may deem necessary or desirable in order to confirm or record or otherwise transfer to the Surviving Corporation title to and possession of all of the properties, rights, privileges, powers, franchises and immunities of the Company or otherwise to carry out fully the provisions and purposes of this Agreement and the Certificate of Merger.

ARTICLE III

Representations and warranties of THE COMPANY

Except as set forth in the correspondingly numbered Section of the disclosure schedules delivered by the Company (the “Company Disclosure Letter”) on or prior to the date hereof, it being specifically agreed that disclosure of any item in any section of the Company Disclosure Letter (whether or not an explicit cross reference appears) shall be deemed to be a disclosure with respect to any other section to which the relevance of such item is reasonably apparent, the Company hereby represents and warrants to PubCo that, as of the date hereof:

Section 3.01 Organization,Authority and Qualification of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. All corporate actions taken by the Company in connection with this Agreement and the Ancillary Documents to which the Company is a party, has been duly authorized.

(b) Other than owning an eighty percent (80%) interest in Major Precious Greenland A/S, a Greenland corporation (the "Subsidiary"), the Company has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business. The Company owns all of its shares of equity in the Subsidiary free and clear of all Encumbrances. Except for the twenty percent (20%) equity interest owned by Intrusion Precious Metals Corp., a British Columbia corporation, no other party owns any equity interest in Subsidiary. No other party including Intrusion Precious Metals Corp., holds any options, warrants or rights to acquire equity securities of Subsidiary or other equity securities of such Subsidiary, other than the membership interests owned by the Company. Unless the context otherwise requires, all references in this Section 3.01 to the "Company" shall be treated as being a reference to the Company and the Subsidiary taken together as one enterprise.

Section3.02 Capitalization; Ownership of Shares.

(a) As of the date of this Agreement, the authorized capital stock of the Company consists of 100,000,000 shares of common stock, par value [$0.001] per share (“Company Common Stock”), of which all 100,000,000 shares are issued and outstanding and constitute the Company Shares. All of the Company Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by the stockholders as set forth on Schedule A hereto, free and clear of all Encumbrances.

(b) None of the Shares were issued in violation of any agreement, arrangement or commitment to which the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person.

(c) The Company does not have any outstanding warrants, bonds, debentures, notes or other obligations (or those that are convertible into, or exchangeable or exercisable for, Company Common Stock). Except as set forth in the Company Disclosure Letter, there are no outstanding (A) shares of capital stock or other voting securities or equity interests of the Company or the Subsidiary, other than the Company Shares and the Subsidiary equity interests disclosed in Section 3.01(b), (B) securities of the Company or the Subsidiary convertible into or exchangeable or exercisable for shares of capital stock of the Company or the Subsidiary or other voting securities or equity interests of the Company or the Subsidiary (including any SAFEs), (C) stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of the Company or the Subsidiary or other equity equivalent or equity-based awards or rights, (D) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from the Company or the Subsidiary, or obligations of the Company or the Subsidiary to issue, any shares of capital stock of the Company or the Subsidiary or exercisable for capital stock or other voting securities or equity interests of the Company or the Subsidiary or rights or interests described in the preceding clause (C), or (E) obligations of the Company or the Subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or the Subsidiary is a party or of which the Company has knowledge with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or other voting securities or equity interests of the Company or the Subsidiary.

Section3.03 No Subsidiaries or Business. Except for the Company’s Major Precious Greenland A/S subsidiary, the Company does not own or operate any other Subsidiaries and does not own any equity interest in any other entity. As of the date of this Agreement, the Company’s sole business and operations is the Business operating by the Company’s Major Precious Greenland A/S subsidiary.

Section3.04 No Conflicts; Consents. The execution, delivery and performance by the Company of this Agreement and the Ancillary Documents to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a material violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of the Company; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable the Company; (c) require the consent, notice or other action by any Person under, conflict with, result in a material violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Company is a party or by which the Company is bound or to which any of their respective properties and assets are subject, or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Encumbrance on any properties or assets of the Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Company in connection with the execution and delivery of this Agreement and the Ancillary Documents to which the Company is or will be a party and the consummation of the transactions contemplated hereby and thereby.

Section 3.05[Reserved]

Section3.06**[Reserved]**

Section 3.07 UndisclosedLiabilities. The Company does not have any liabilities, obligations or commitments of any nature whatsoever, whether absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”), other than (a) those set forth in Schedule 3.07 of the Company Disclosure Letter, (b) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, (c) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount, (d) liabilities arising under or relating to the Mining Rights Agreements, including any royalty obligations, work commitments, environmental remediation obligations, or other obligations thereunder, and (e) liabilities arising under this Agreement and the transactions contemplated hereby.

Section 3.08 Absenceof Certain Changes, Events and Conditions. Since the Balance Sheet Date, the business of the Company has been conducted in the ordinary course of business, and there has not been, with respect to the Company, any:

(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company;

(b) material amendment of the charter, by-laws or other organizational documents of the Company;

(c) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock other than in connection with issuance or sale of capital stock to the Company, grant or exercise of options under existing incentive plan or issuance of equity to vendor, financial institutions and other third parties in the ordinary course of business;

(d) material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements;

(e) entry into any Contract that would constitute a Material Contract other than in the ordinary course of business;

(f) incurrence, assumption or guarantee of any material indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business;

(g) transfer, assignment, sale or other disposition of any material assets shown or reflected in the Balance Sheet or cancellation of any material debts or entitlements;

(h) capital investment in, or loan to, any other Person not including extension of credit in the ordinary course of business;

(i) acceleration, termination, material modification to or cancellation of any Material Contracts to which the Company is a party or by which it is bound;

(j) imposition of any Encumbrance upon any of the Company’s material properties or assets, tangible or intangible;

(k) loan to (or forgiveness of any loan to), or entry into any other material transaction with, any of the Company’s stockholders or current or former directors, officers and employees;

(l) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law, other than in connection with or with respect to the Company;

(m) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have a Material Adverse Effect on the Company in respect of any Post-Closing Tax Period; or

(n) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Section 3.09 Titleto Assets; Real Property. The Company has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets owned or used in the operation of its Business or reflected in the Financial Statements (or acquired after the Balance Sheet Date), other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date.

Section3.10 Condition and Sufficiency of Assets. The fixtures, machinery, equipment, and other items of tangible personal property currently owned or leased by the Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such fixtures, machinery, equipment, and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The fixtures, machinery, equipment, and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient for the continued conduct of the Company’s Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business of the Company.

Section 3.11 MiningRights.

(a) All of the mining rights agreements and licenses (the “Mining Rights Agreements”) held by Major Precious Greenland A/S (“Major Precious”) as set forth in the Subscription, Joint Venture and Option Agreement dated February 25, 2026 among the Company, Major Precious and Intrusion Precious Metal Corp. (the “Joint Venture Agreement”) are in full force and effect and have not been amended, supplemented, or otherwise modified. True, correct and complete copies of the Mining Rights Agreements, the Joint Venture Agreement, and all amendments and related instruments have been made available to PubCo.

(b) Major Precious is not in breach or default under any Mining Rights Agreement, and no event has occurred or circumstance exists which, with notice, lapse of time, or both, would constitute a breach or default by Major Precious. Major Precious has not received any written notice alleging any breach, default, termination, suspension, or dispute under any Mining Rights Agreement.

(c) No event has occurred which would permit the counterparty to terminate, suspend, cancel, modify, or declare a forfeiture of any Mining Rights Agreement. The Mining Rights Agreements are not subject to forfeiture, cancellation, or material modification as a result of any failure to satisfy work commitments, payment obligations, reporting requirements, or other performance obligations.

(d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, including the Transaction and any resulting change of control of the Company, will (i) require the consent of any counterparty under the Mining Rights Agreements, or (ii) result in any termination right, penalty, royalty adjustment, forfeiture right, buy-back right, or other adverse consequence thereunder.

(e) The Mining Rights Agreements grant Major Precious the exclusive rights set forth therein with respect to the minerals and contract area described therein. Major Precious holds its interests under the Mining Rights Agreements free and clear of all Encumbrances other than Permitted Liens. There are no outstanding assignments, earn-in rights, net profits interests, royalties, streaming arrangements, production payments, or similar burdens affecting the Mining Rights Agreements.

(f) All rentals, royalties, minimum payments, exploration expenditures, work commitments, and other amounts due under the Mining Rights Agreements have been timely paid or satisfied. There are no outstanding disputes regarding the calculation or payment of royalties or other amounts due.

(g) The Mining Rights Agreements remain in effect through their stated terms and no notice of termination or non-renewal has been given or received. Major Precious has satisfied all conditions required to maintain the Mining Rights Agreements in good standing through the date hereof.

(h) There are no pending or threatened claims, disputes, or proceedings challenging the validity, enforceability, scope, or priority of the Mining Rights Agreements or Major Precious’s rights thereunder.

(i) There are no oral agreements, side letters, amendments, understandings, or commitments relating to the Mining Rights Agreements or the Joint Venture Agreement, other than as set forth in Schedule 3.11(i) of the Company Disclosure Letter.

Section3.12 Legal Proceedings; Governmental Orders.

(a) There are no Actions pending or threatened against or by the Company, which has a Material Adverse Effect on the Company or any of its properties or assets (or any Affiliate thereof and relating to the Company) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action.

(b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Section3.13 Compliance With Laws; Permits.

(a) The Company has complied, and is now complying, in all material respects with all Laws applicable to its business, properties or assets.

(b) All material Permits required for the Company to conduct its business have been obtained by it and are valid and in full force and effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full.

Section3.14 Taxes.

(a) All Tax Returns required to be filed on or before the Closing Date by the Company have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all material respects. All Taxes due and owing by the Company (whether or not shown on any Tax Return) have been, or will be, timely paid.

(b) The Company has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder or other party, and complied with all information reporting and backup withholding provisions of applicable Law in all material respects.

(c) Except as would not be material to the Company, there are no disputes, audits, examinations, assessments or other actions concerning any Tax liability of the Company pending or threatened by any Governmental Authority against, or with respect to, the Company that remain unpaid, and the Company has not received written notice of any threatened audits, examinations or assessments relating to any Taxes.

(d) The Company has not waived any statute of limitations in respect of Taxes (other than as a result of any extension to file a Tax Return that is automatically granted) or agreed to, or requested, any extension of time with respect to a Tax assessment or deficiency, in each case that is in effect as of the date hereof.

(e) The Company has not constituted a “distributing corporation” or “controlled corporation” in a distribution of stock intended to qualify for Tax-free treatment under Section 355 of the Code (i) in the two (2) years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement.

(f) The Company has not entered into or been a party to any “listed transaction” within the meaning of Treasury regulations Section 1.6011-4(b)(2) for a taxable period for which the applicable statute of limitations remains open.

(g) The Company is not party to any agreements relating to the allocation or sharing of Taxes, including Tax indemnity agreements, other than customary commercial contracts entered into in the Ordinary Course of Business the primary purpose of which does not relate to Tax.

(h) The Company (i) has not been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code (or similar provision of local, state or non-U.S. Law), other than any affiliated group of which the Company is the common parent or (ii) does not have any liability for the Taxes of any Person (other than any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of local, state or non-U.S. Law) as a transferee or successor, or by contract other than customary commercial contracts entered into in the Ordinary Course of Business the primary purpose of which does not relate to Tax.

(i) The Company is not subject to Tax in any jurisdiction other than the jurisdiction in which it is organized, by virtue of having a permanent establishment, fixed place of business or otherwise. As of the date hereof, no claim has been made by a Governmental Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction.

(j) The Company Disclosure Letter sets forth all foreign jurisdictions in which the Company is subject to Tax, is engaged in business or has a permanent establishment.

Section3.15 Material Contracts.

(a) Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, the Company is not a party to any of the following contracts that are currently in effect (each being a “Material Contract”):

(i) Contracts involving aggregate consideration payable by the Company in excess of $25,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice;

(ii) Contracts that require the Company to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions;

(iii) Contracts that provide for the assumption by the Company of any Tax, environmental or other Liability of any Person;

(iv) Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any material real property (whether by merger, sale of stock, sale of assets or otherwise) that is not in the ordinary course of business of the Company;

(v) Contracts relating to Indebtedness (including, without limitation, guarantees) of the Company in excess of $25,000;

(vi) Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area that the Company currently conducts business in or competes in;

(vii) Contracts to which the Company is a party that provide for any joint venture, partnership or similar arrangement by the Company with any other Person, including without limitation the Joint Venture Agreement; and

(viii) Collective bargaining agreements or Contracts with any union to which the Company is a party or any employment, consulting or similar agreement that is not terminable at will by the Company with no more than 30 days notice and without any ongoing obligation or severance or other similar obligation.

As of the date of this Agreement, each Material Contract set forth in the Company Disclosure Letter is in full force and effect and is a valid and binding agreement enforceable against the Company and the other party or parties thereto, in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity.

Section3.16 Books and Records. The minute books and stock record books of the Company, all of which have been made available to PubCo, are complete and correct and have been maintained in accordance with sound business practices. The minute books of the Company contain accurate and complete records of all meetings, and actions taken by written consent of, the stockholders, the board of directors and any committees of the board of directors of the Company, and no meeting, or action taken by written consent, of any such stockholders, board of directors or committee has been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of those books and records will be in the possession of the Company.

Section3.17 Anti-Corruption.

(a) Neither the Company nor any director or officer or any employee of the Company (acting in the capacity of a director, officer or employee of the Company) or, any representative or agent of the Company (acting in the capacity of a representative or agent of the Company), has directly or indirectly (i) given any funds (whether of the Company or otherwise) for unlawful contributions, unlawful gifts or unlawful entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to, or otherwise unlawfully provided anything of value to, any foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or solicited or accepted any such payment or thing of value, or (iii) violated any provision of any Anti-Corruption Law. Since January 1, 2025, neither the Company nor any director or officer or any employee of the Company (acting in the capacity of a director, officer or employee of the Company) or any representative or agent of the Company (acting in the capacity of a representative or agent of the Company), has received any written communication that alleges any of the foregoing. To the Knowledge of the Company, the Company has disclosed to PubCo any and all allegations that have been made of any potential wrongdoing by the Company or by any director, officer, employee, agent or representative of the Company (acting in the capacity of a director, officer, employee, agent or representative of the Company) with respect to any Anti-Corruption Law.

(b) There are not, and since February 4, 2025, there have not been, any Legal Proceedings with respect to any Anti-Corruption Law pending or, to the Knowledge of the Company, threatened in writing against the Company, any director or officer or any employee of the Company (acting in the capacity of a director, officer or employee of the Company) or any representative or agent of the Company (acting in the capacity of a representative or agent of the Company). Since February 4, 2025, neither the Company nor any director or officer or any employee of the Company (acting in the capacity of a director, officer or employee of the Company) or any representative or agent of the Company (acting in the capacity of a representative or agent of the Company), has made any disclosure (voluntary or otherwise) to any Governmental Authority with respect to any alleged irregularity, misstatement, omission or other potential violation or liability arising under or relating to any Anti-Corruption Law.

Section3.18 Related Party Transactions. Except as set forth in the Company Disclosure Letter, there are no Contracts or other arrangements involving the Company in which any Company Stockholder, its Affiliates, or any of its or their respective directors, officers, or employees or any immediate family members thereof is a party, has a financial interest, or otherwise owns or leases any material asset, property, or right which is used by the Company.

Section3.19 Brokers. No broker, finder or investment banker (collectively, a “Broker”) is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.

ARTICLE IV

Representations and warranties of PubCo AND MERGERSUB

Except as set forth in the correspondingly numbered section of the disclosure schedules delivered by PubCo (the “PubCo Disclosure Letter”) on or after the date hereof, it being agreed that disclosure of any item in any section of the PubCo Disclosure Letter (whether or not an explicit cross reference appears) shall be deemed to be a disclosure with respect to any other section to which the relevance of such item is reasonably apparent, PubCo and MergerSub represent and warrant to the Company that the statements contained in this Article IV are true and correct as of the date hereof.

Section4.01 Organization and Authority of PubCo and MergerSub. PubCo and MergerSub are each a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. PubCo and MergerSub each have full corporate power and authority to enter into this Agreement and the Ancillary Documents to which each is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by PubCo and MergerSub of this Agreement and any Ancillary Document to which PubCo or MergerSub is or will be a party, the performance by PubCo and MergerSub of each’s obligations hereunder and thereunder and the consummation by PubCo and MergerSub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of PubCo or MergerSub. This Agreement has been duly executed and delivered by PubCo and MergerSub and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes a legal, valid and binding obligation of PubCo and MergerSub enforceable against each in accordance with its terms. When each Ancillary Document to which PubCo or MergerSub is or will be a party has been duly executed and delivered by PubCo and MergerSub, respectively (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of PubCo and MergerSub enforceable against each in accordance with its terms.

Section4.02 No Conflicts; Consents. The execution, delivery and performance by PubCo and MergerSub of this Agreement and the Ancillary Documents to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of PubCo and MergerSub subject to the filing of the Series C Designation with the State of Delaware; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to PubCo or MergerSub; or (c) except as set forth in the PubCo Disclosure Letter, require the consent, notice or other action by any Person under any Contract to which PubCo or MergerSub is a party. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to PubCo or MergerSub in connection with the execution and delivery of this Agreement and the Ancillary Documents to which PubCo or MergerSub is or will be a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have a material adverse effect on the ability of PubCo and MergerSub to consummate the transactions contemplated hereby on a timely basis.

Section4.03 Investment Purpose. PubCo is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. PubCo acknowledges that the Shares are not registered under the Securities Act, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. PubCo is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Shares.

Section4.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or based upon arrangements made by or on behalf of PubCo.

Section4.05 Capital Stock. The authorized capital stock of PubCo consists of 1,000,000,000 shares of PubCo Common Stock and 10,000,000 shares of PubCo Preferred Stock (the “Preferred Stock”). As of the close of business on March 3, 2026 (the “MeasurementDate”), (i) ____________ shares of PubCo Common Stock (excluding treasury shares) are issued and outstanding, all of which were validly issued, fully paid and nonassessable (which term means that no further sums are required to be paid by the holders thereof in connection with the issue of such shares) and are free of preemptive rights, (ii) _________ shares of PubCo Common Stock are reserved for issuance under publicly traded warrants issued by the PubCo, (iii) _______________ shares of PubCo Common Stock are reserved for issuance under private warrants issued by PubCo in connection with its February 2026 private placement and (iv) 50,000 shares of Series C Preferred Stock are authorized and none are issued and outstanding. Except as listed above, PubCo does not have any outstanding warrants, bonds, debentures, notes or other obligations (or those that are convertible into, or exchangeable or exercisable for, PubCo Common Stock). Except as set forth above or in the PubCo Disclosure Letter, there are no outstanding (A) shares of capital stock or other voting securities or equity interests of PubCo or any of its Subsidiaries, (B) securities of PubCo or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of PubCo or any of its Subsidiaries or other voting securities or equity interests of PubCo or any of its Subsidiaries, (C) stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of PubCo or any of its Subsidiaries or other equity equivalent or equity-based awards or rights, (D) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from PubCo or any of its Subsidiaries, or obligations of PubCo or any of its Subsidiaries to issue, any shares of capital stock of PubCo or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of PubCo or any of its Subsidiaries or rights or interests described in the preceding clause (C), or (E) obligations of PubCo or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which PubCo or any of its Subsidiaries is a party or of which PubCo has knowledge with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or other voting securities or equity interests of PubCo or any of its Subsidiaries. Except as set forth in the PubCo Disclosure Letter, the execution and performance of this Agreement and the Share Exchange contemplated herein, the issuance of the Merger Consideration Shares will not violate or conflict with the terms and conditions of any warrants issued by the PubCo and will not trigger any changes, amendments, or adjustments, including without limitation, any price adjustment, reset, anti-dilution or similar adjustment.

Section4.06 SEC Reporting.

(a) PubCo has filed with or furnished to the SEC on a timely basis true and complete copies of all forms, reports, schedules, statements and other documents required to be filed with or furnished to the SEC by PubCo since January 1, 2024, including all SEC Filings (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “PubCo SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the PubCo SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), as the case may be, including, in each case, the rules and regulations promulgated thereunder, and none of the PubCo SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b) The financial statements (including the related notes and schedules thereto) included (or incorporated by reference) in the PubCo SEC Documents (i) have been prepared in a manner consistent with the books and records of PubCo, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (iv) fairly present in all material respects the consolidated financial position of PubCo and its consolidated subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount), all in accordance with GAAP and the applicable rules and regulations promulgated by the SEC. Since January 1, 2024, PubCo has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. The books and records of PubCo have been, and are being, maintained in all material respects in accordance with GAAP (to the extent applicable) and any other applicable legal and accounting requirements and reflect only actual transactions.

(c) PubCo maintains and since January 1, 2024, has maintained disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed and reasonably effective to ensure that all information (both financial and non-financial) relating to PubCo and its Subsidiaries required to be disclosed in PubCo’s periodic reports under the Exchange Act is made known to PubCo’s principal executive officer and its principal financial officer by others within PubCo or any of its Subsidiaries, and such disclosure controls and procedures are effective in timely alerting PubCo’s principal executive officer and its principal financial officer to such information required to be included in PubCo’s periodic reports required under the Exchange Act. PubCo maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably sufficient (i) to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (B) that transactions are executed only in accordance with the authorization of management, and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of PubCo’s properties or assets that could have a material effect on the financial statements and (ii) such that all material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act.

(d) Except as specifically noted herein, nothing disclosed in the PubCo SEC Documents shall be deemed to be a qualification of, or modification to, the representations and warranties in this Article IV.

Section 4.07 UndisclosedLiabilities. As of the date of this Agreement, except as set forth in the PubCo Disclosure Letter, there are no Liabilities of PubCo or any of its Subsidiaries, individually or in the aggregate, that are required to be recorded or reflected on a balance sheet prepared in accordance with GAAP, other than:

(a) Liabilities reflected or reserved against in the consolidated balance sheet of PubCo and its consolidated Subsidiaries as of December 31, 2024 or the footnotes thereto set forth in the PubCo SEC Documents;

(b) Liabilities incurred since December 31, 2024 in the ordinary course of business (none of which is a Liability for tort, breach of contract or environmental Liability);

(c) Liabilities incurred in connection with the Share Exchange or as permitted or contemplated expressly by this Agreement; and

(d) Liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on PubCo.

Section 4.08 LegalProceedings. (a) there are no Actions pending or, to PubCo’s knowledge, threatened against or by PubCo or any Affiliate of PubCo or any of their assets or properties that would, individually or in the aggregate, reasonably be expected to be material to PubCo and its Subsidiaries, (b) there are no Orders outstanding against PubCo and its Subsidiaries or any of their assets or properties that would, individually or in the aggregate, reasonably be expected to be material to PubCo and its Subsidiaries, and (c) no Action pending or, to PubCo’s knowledge, threatened against or by PubCo or any Affiliate of PubCo, that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Section4.09 Taxes.

(a) All Tax Returns required to be filed by PubCo have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all material respects. All Taxes due and owing by PubCo (whether or not shown on any Tax Return) have been, or will be, timely paid.

(b) PubCo has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder or other party, and complied with all information reporting and backup withholding provisions of applicable Law in all material respect.

(c) No claim has been made by any taxing authority against PubCo in any jurisdiction where PubCo may be subject to Tax by that jurisdiction.

Section 4.10 MergerSub. MergerSub was formed on March 3, 2026 and has not conducted any business since formation.

Section 4.11 NasdaqListing. Shares of the PubCo Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed on the Nasdaq Capital Market under the symbol “KLTO”. Except as disclosed in the final sentence of this Section 4.11, PubCo is in compliance in all material respects with the rules of Nasdaq and there is no Action or proceeding pending or, to the knowledge of PubCo, threatened against PubCo by Nasdaq or the SEC with respect to any intention by such entity to deregister the PubCo Common Stock or terminate the listing of the PubCo Common Stock on Nasdaq. None of PubCo nor any of its Affiliates or Representatives has taken any action to terminate the registration of the PubCo Common Stock under the Exchange Act except as expressly contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Section 4.11, on September 19, 2025, PubCo received a delinquency notification letter from Nasdaq due to the failure of PubCo’s common stock to maintain a minimum bid price of $1 per share for 30 consecutive business days as required by Nasdaq Listing Rule 5550(a)(2).

ARTICLE V

Covenants

Section 5.01 Conductof Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by the other party hereto (which consent shall not be unreasonably withheld, conditioned or delayed), PubCo and the Company each shall (x) conduct their respective business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of such company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with such company.

Section5.02 Access to Information. From the date hereof until the Closing, each party hereto shall, (a) afford the other party and its Representatives full and free access to and the right to inspect all of the properties, assets, premises, books and records, Contracts and other documents and data related to such company; and (b) furnish such requesting party and its Representatives with such financial, operating and other data and information related to the PubCo, the Company and their respective Subsidiaries, as the requesting party or any of its Representatives may reasonably request. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of any party hereto. No investigation by any party hereto shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the other parties in this Agreement. PubCo and the Company shall comply with and shall use their reasonable best efforts to cause their respective Representatives to comply with, all of their respective obligations under any applicable confidentiality agreement to which they are subject, with respect to the information disclosed under this Section 5.02.Error! Reference source not found.

Section 5.03 NoSolicitation of Other Bids. The Company shall not authorize or permit any of their respective Affiliates or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal with respect to the Company; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal with respect to the Company; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal with respect to the Company. The Company shall immediately cease and cause to be terminated, and shall cause their respective Affiliates and all of its and their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company pursuant to which such third-party purchaser directly or indirectly acquires beneficial or record ownership of securities representing more than 50% of the outstanding securities of any class of voting securities of a party; (iii) the sale, lease, exchange or other disposition of any significant portion of the Company’s properties or assets, respectively or (iv) the issuance by the Company of any of its securities pursuant to an underwritten initial public offering that is offered pursuant to a registration statement filed under the 1933 Act.

Section5.04 Notice of Certain Events.

(a) From the date hereof until the Closing, the Company shall promptly notify PubCo in writing of:

(i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, or (B) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 7.02 to be satisfied;

(ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the completion the Merger contemplated by this Agreement; and

(iii) any notice or other communication from any Governmental Authority in connection with the completion of the Merger contemplated by this Agreement.

(b) PubCo’s receipt of information pursuant to this Section 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Company in this Agreement (including Error! Reference source not found. and Error! Referencesource not found.) and shall not be deemed to amend or supplement the Company Disclosure Letter unless otherwise agreed in writing by PubCo.

Section5.05 Governmental and Other Approvals and Consents.

(a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.

(b) The Company and PubCo shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.04 and Section 4.02 of the Disclosure Schedules as promptly as practicable after the Closing and prior to the PubCo Stockholder Meeting.

(c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use all reasonable best efforts to:

(i) respond to any inquiries by any Governmental Authority regarding any matters with respect to the transactions contemplated by this Agreement or any Ancillary Document;

(ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Document; and

(iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Document has been issued, to have such Governmental Order vacated or lifted.

(d) If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the Closing, the Company shall, subsequent to the Closing, cooperate with PubCo in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Company shall use its reasonable best efforts to provide PubCo with the rights and benefits of the affected Contract for the term thereof.

(e) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact.

Section5.06 Closing Conditions From the date hereof until the Closing, each party hereto shall use its reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in ARTICLE VII hereof that are applicable to it.

Section5.07 Public Announcements. Unless otherwise required by applicable Law or stock exchange requirements (based upon the reasonable advice of counsel), no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.

Section5.08 Conversion of Series C Preferred Stock Limitations; PubCo Shareholder Approval. The Company hereby agrees that notwithstanding anything in this Agreement or the Series C Preferred Stock Designation to the contrary, until such time as PubCo has obtained the PubCo Shareholder Approval, neither any Company Stockholder, nor any transferee of the Merger Consideration Shares, shall be entitled to convert the Merger Consideration Shares into shares of PubCo Common Stock. The Merger Consideration Shares shall bear a legend with respect to such limitation. PubCo shall use its reasonable best efforts to obtain the PubCo Shareholder Approval for the conversion of the Merger Consideration Shares into shares of PubCo Common Stock at the 2026 Annual PubCo Stockholder Meeting or at a special meeting of the stockholders of PubCo, which meeting shall be held no later than 60 days following the Closing Date.

Section5.09 Audit. From and after the Closing, the Company agrees to cooperate with PubCo and PubCo’s auditors in conducting any audit of the Company’s financial statements that may be required under Applicable Law for the period prior to Closing (the “Audit”). In connection therewith, the Company agrees to make all of the applicable books and records available to PubCo and PubCo’s Auditor and to make the appropriate individuals and outside accountants available to PubCo and PubCo’s Auditor in connection therewith.

Section5.10 Board of Directors. As of the Closing, Company shall have the right to designate one (1) director to PubCo’s Board of Directors (the “Designated Director”), which Designated Director shall be subject to the consent of PubCo, not to be unreasonably withheld, conditioned or delayed, and which Designated Director shall be entitled to serve as a director until PubCo’s next regularly scheduled annual meeting of stockholders. PubCo shall take no action to change the size of the Board of Directors unless such Designated Director approves such change.

Section5.11 Confidentiality. From and after the Closing, the Company shall, and shall cause their respective Affiliates to, hold in confidence any and all proprietary or confidential information, whether written or oral, concerning the Business, except to the extent that such the Company can show that such information: (a) is generally available to and known by the public through no fault of the Company, or any of their respective Affiliates or their respective Representatives; (b) is lawfully acquired by the Company, its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or (c) was independently developed by the Company or its Affiliates after the Closing without any use of confidential information. In the event that after the Closing, the Company or any of its Affiliates or their respective Representatives are compelled to disclose any such information by judicial or administrative process or by other requirements of Law. The Company will (i) provide PubCo with prompt notice before such disclosure so that PubCo may attempt to obtain a protective order or other assurance that confidential treatment will be accorded to such information, (ii) cooperate with PubCo in attempting to obtain such order or assurance, and (iii) disclose only that portion of such information which the Company is legally required to disclose.

Section 5.12 FurtherAssurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

Section 5.13 SubsidiaryManagement Agreement. Within thirty (30) days after the Closing, PubCo shall transfer to a wholly-owned subsidiary all agreements and assets associated with PubCo’s pharmaceutical development projects (the “Klotho Operating Subsidiary”) and the Company and PubCo shall negotiate in good faith a management agreement for the Klotho Operating Subsidiary (the “Subsidiary Management Agreement”) which shall provide, among other things, that the current officers of the Company shall be appointed as officers of the Klotho Operating Subsidiary and that the cash balance of PubCo immediately prior to the closing of the Securities Purchase Agreement dated February 19, 2026 that closed March 2, 2026 (but excluding any proceeds from such raise and any amounts reasonably necessary for the Company to satisfy its obligations under this Agreement and to operate its business for thirty (30) days following Closing), shall be transferred to a bank account in the name of the Klotho Operating Subsidiary. The Subsidiary Management Agreement shall also provide that all payments received by PubCo from Meteora Capital Partners and its affiliates shall be assigned to the Klotho Operating Subsidiary and that upon the exercise of any of PubCo’s outstanding public warrants, 20% of the amounts received for the exercises of the public warrants shall be assigned to the Klotho Operating Subsidiary.

Section 5.14 Managementof PubCo Capital Raises After Closing. From and after the Closing until the shareholder meeting described in Section 5.10, PubCo shall not undertake any capital raises, including but not limited to issuing new equity or debt securities, without obtaining the prior written approval of the Designated Director, which approval shall be in such Designated Director’s sole discretion. The determination and application of the use of proceeds from any future capital raises by PubCo shall require the prior written approval of such Designated Director. This approval process is intended to ensure that such proceeds are used in a manner that aligns with the strategic interests of the Company and its stockholders. To effect such intent, PubCo shall appoint a designee of Company to serve as an officer of the Company (the “Designated Officer”). The Designated Officer shall be a required signatory on such bank accounts as hold all PubCo funds other than the Klotho Operating Subsidiary.

ARTICLE VIe

[RESERVED]

ARTICLE VII

Conditions to closing

Section7.01 Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

(b) The Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.04 and Section 5.08 and PubCo shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to PubCo and the Company, as the case may be, and none of such consent, authorization, order and approval shall have been revoked as of the Closing Date; provided that the failure to obtain any such consent, authorization, order or approval shall not be a condition to Closing if such failure would not reasonably be expected to have a Material Adverse Effect on the Company or PubCo, as applicable.

Section7.02 Conditions to Obligations of PubCo. The obligations of PubCo to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or PubCo’s waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of the Company contained in this Agreement and the Ancillary Documents (other than the Company Fundamental Representations) shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualifications contained therein) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company Fundamental Representations shall be true and correct in all respects.

(b) The Company shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date.

(c) No Action shall have been commenced by a Governmental Authority against PubCo or the Company that seeks to prevent, enjoin, or materially delay the Closing and with respect to which a preliminary injunction or temporary restraining order has been issued. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby.

(d) The Ancillary Documents to which the Company is a party shall have been executed and delivered by the Company and the other parties thereto and true and complete copies thereof shall have been delivered to PubCo.

(e) The Company shall have delivered to PubCo a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized.

(f) PubCo shall have received a certificate, dated the Closing Date and signed by a duly authorized Representative of the Company, that each of the conditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied.

Section7.03 Conditions to Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Company’s waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of PubCo contained in this Agreement and the Ancillary Documents (other than the PubCo Fundamental Representations) shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualifications contained therein) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on PubCo. The PubCo Fundamental Representations shall be true and correct in all respects.

(b) PubCo shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements and covenants that are qualified by materiality, PubCo shall have performed such agreements and covenants, as so qualified, in all respects.

(c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby.

(d) The Ancillary Documents shall have been executed and delivered by the parties thereto and complete copies thereof shall have been delivered to the Company.

(e) PubCo shall have filed the Certificate of Designation with respect to the Series C Preferred Stock with the Secretary of State of Delaware.

(f) The Company shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of PubCo, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

(g) The Company shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of PubCo certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of PubCo authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.

(h) The Company shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of PubCo certifying the names and signatures of the officers of PubCo authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.

(i) Shares of the PubCo Common Stock shall remain listed on the Nasdaq Capital Market, and PubCo shall not have received any notice from Nasdaq indicating that the PubCo Common Stock will be delisted.

ARTICLE VIII

[RESERVED]

ARTICLE IX

Miscellaneous

Section9.01 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section9.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.02):

If to the Company:	E-mail:
	Attention
with a copy to:		Kaufman & Canoles, P.C.
		Two James Center, 14th Floor
		1021 E. Cary St.
		Richmond, VA 23219
	E-mail:	tony.basch@kaufcan.com
	Attention:	Anthony W. Basch, Esq.
If to PubCo:		Klotho Neurosciences, Inc.
		1300 South Boulevard, Unit D
		Charlotte, NC 28203
	E-mail:	jsinkule@klothoneuro.com
	Attention:	Joseph Sinkule, CEO
		Cyruli Shanks & Zizmor, LLP
		420 Lexington Avenue
with a copy to:		Suite 2320
		New York, NY 10170
	E-mail:	pgoodman@cszlaw.com
	Attention:	Paul Goodman, Esq.

Section9.03 Interpretation. For purposes of this Agreement, unless otherwise expressly provided, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; and (d) references herein: (i) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Section9.04 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section9.05 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section9.06 Entire Agreement. This Agreement and the Ancillary Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the Ancillary Documents, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section9.07 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that prior to the Closing Date, PubCo may, without the prior written consent of the Company, assign all or any portion of its rights under this Agreement to one or more of its direct or indirect wholly-owned subsidiaries. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section9.08 No Third-Party Beneficiaries. Except as provided in ARTICLE VIII, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section9.09 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section9.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF DELAWARE IN EACH CASE LOCATED IN THE COUNTY OF NEW CASTLE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10(c).

Section9.11 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 9.12 NoPresumption Against Drafting Party. PubCo and the Company agree and acknowledge that this Agreement has been freely negotiated by both parties at arm’s length between Persons sophisticated and knowledgeable in the matters dealt with herein, and that each party has had an opportunity to consult with an attorney in reviewing and drafting this Agreement. PubCo and the Company further agree that in any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Agreement or any of its terms or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Agreement or any portion thereof.

Section9.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission (including .pdf or similar electronic signature format complying with the U.S. federal ESIGN Act or the Uniform Electronic Transactions Act) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized officers or representatives.

PUBCO:
By:	/s/ Joseph A. Sinkule
Name:	Joseph A. Sinkule
Title:	Chief Executive Officer
MERGERSUB:
By:	/s/ Joseph A. Sinkule
Name:	Joseph A. Sinkule
Title:	Chief Executive Officer
THE COMPANY:
By:	/s/ Kristin Fedchuk
Name:	Kristin Fedchuk
Title:	President

Exhibit 10.2

SUBSCRIPTION, JOINT VENTURE AND OPTION AGREEMENTREGARDING 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

ARTICLE I. INTERPRETATION			5
	1.01	Definitions.	5
	1.02	Extended Meanings.	12
	1.03	Headings and Table of Contents.	12
	1.04	Business Days.	12
	1.05	Currency.	12
	1.06	Section and Schedule References.	12
	1.07	Statute References.	13
	1.08	Schedules.	13
ARTICLE II. REPRESENTATIONS AND WARRANTIES			13
	2.01	Representations and Warranties of Major Precious.	13
	2.02	Representations and Warranties of Greenland Mines.	15
	2.03	Indemnity and Risks.	16
ARTICLE III. SUBSCRIPTION FOR SHARES			17
	3.01	Subscription for Shares.	17
	3.02	Guaranteed Amount.	17
	3.03	Conditions of Exercise of Option	18
	3.04	Segregated Account.	18
	3.05	Work Expenditures.	19
	3.06	Option Only.
	3.07	Greenland Mines Electing to Proceed.	20
	3.08	Written Confirmation of Work Expenditures and Right to Cure.	20
	3.09	Subscription Closing.	21
	3.10	Shareholders’ Arrangements.	21
	3.11	Registration and Prospectus Qualification Rights	21
ARTICLE IV. INTRUSION CALL OPTION			22
	4.01	Grant of Intrusion Call Option.	22
	4.02	Trigger Events.	22
	4.03	Exercise.	23
	4.04	Expiry.	23
	4.05	Effect of Exercise.	23
	4.06	Greenland’s Post-Exercise Rights.	24
ARTICLE V. GREENLAND PURCHASE OPTION			24
	5.01	Grant of Greenland Purchase Option.	24
	5.02	Condition Precedent — Intrusion Shareholder Approval.	24
	5.03	Purchase Price — Fair Market Value.	24
	5.04	Form of Payment.	25
	5.05	Closing.	25
	5.06	Termination.	25
ARTICLE VI. COVENANTS			26
	6.01	Conduct of Business During Earn-In Period.	26
	6.02	Monthly Working Capital Reports.	26
	6.03	General Restriction on Transfer.	26
	6.04	Existing Royalties.	26
	6.05	No Liens.	27
	6.06	Area of Interest.	27
	6.07	Accuracy.	27
	6.08	Issuance of Shares	27
	6.09	Change of Control and Assignment by Greenland Mines.	27

Page: i

ARTICLE VII. MANAGEMENT COMMITTEE			28
	7.01	Forming Management Committee.	28
	7.02	Purpose of Management Committee.	29
	7.03	Meetings of Management Committee.	29
	7.04	Calling Meetings.	29
	7.05	Annual Budget and Exploration Programs.	30
	7.06	Record Keeping.	30
ARTICLE VIII. APPOINTMENT OF OPERATOR			31
	8.01	Appointment of the Operator.	31
	8.02	Powers and Obligations of the Operator.	31
	8.03	Covenants of Greenland Mines	32
	8.04	Maintenance of Properties.	32
	8.05	Reports.	33
	8.06	Audit Rights.	33
	8.07	Inspection Rights.	33
	8.08	Cooperation With Technical Disclosure.	33
	8.09	Standard of Care.	34
	8.10	Liability.	34
	8.11	Liability of Operator.	34
ARTICLE IX. CONFIDENTIALITY			34
	9.01	Confidential.	34
	9.02	Ownership of Data.	35
	9.03	Site Visits.	35
ARTICLE X. FURTHER PROVISIONS GOVERNING RELATIONSHIP			35
	10.01	Audit and Inspection.	35
	10.02	Effect of Force Majeure.	35
	10.03	Nature of the Relationship.	35
	10.04	Non-Exclusive.	36
	10.05	Compliance with Laws.	36
	10.06	Paramountcy.	36
	10.07	Dispute Resolution.	36
ARTICLE XI. TERM AND TERMINATION			37
	11.01	Term.	37
	11.02	Termination.	37
	11.03	Obligations on Termination.	38
ARTICLE XII. GENERAL			39
	12.01	Notice.	39
	12.02	Payments.	40
	12.03	Costs and Expenses.	40
	12.04	Public Announcements.	40
	12.05	Further Assurances.	41
	12.06	Time.	41
	12.07	Successors and Assigns.	41
	12.08	Entire Agreement.	41
	12.09	Amendment and Waiver.	41
	12.10	Severability.	41
	12.11	Attornment.	42
	12.12	Governing Law.	42
	12.13	Counterparts and Electronic Signatures.	42

Page: ii

Schedule A DESCRIPTION OF THE PROPERTIES	44
Schedule B AREA OF INTEREST	48
Schedule C EXISTING ROYALTY RIGHTS	49
Schedule D OTHER ASSETS	50

Page: iii

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 “IntrusionCall 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.

(a)	“Affiliate” means, with respect to any Person, any other Person who directly or indirectly<br>controls, is controlled by, or is under direct or indirect common control with, such Person, and includes any Person in like relation<br>to an Affiliate. A Person is deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct<br>or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract<br>or otherwise; and the term “controlled” has a corresponding meaning.
(b)	“Agreement” or “Earn-In Agreement” means this agreement, including<br>the Schedules to this agreement, as it or they may be amended or supplemented from time to time, and the expressions “hereof”,<br>“herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this agreement<br>and not to any particular Section or other portion of this agreement.
---	---
(c)	“Ancillary Agreements” has the meaning ascribed thereto in Section 12.08.
---	---
(d)	“Applicable Law” means, with respect to any Person, property, transaction, event or<br>other matter, any law, rule, statute, regulation, order, judgment, decree, treaty or other requirement having the force of law (collectively,<br>the “Law”) relating or applicable to such Person, property, transaction, event or other matter. Applicable Law also<br>includes, where appropriate, any interpretation of the Law (or any part) by any Person having jurisdiction over it, or charged with its<br>administration or interpretation.
---	---
(e)	“Area of Interest” means the area within 100 kilometers of the perimeter of any of<br>the Properties, as currently shown by the area bounded by the black border on the map included in Schedule “B” hereto.
---	---
(f)	“Business Day” means any day except Saturday, Sunday or any day on which banks are<br>generally not open for business in the City of Vancouver, Canada.
---	---
(g)	“Canadian Dollars” means the lawful currency of Canada.
---	---
(h)	“Claim” means any claim, demand, action, cause of action, damage, loss, cost, liability,<br>obligation or expense, including professional fees and all costs incurred in investigating or pursuing any of the foregoing or any proceeding<br>relating to any of the foregoing.
---	---

Page: 5

(i)	“Confidential Information” means all information (and all documents and other tangible<br>items which record information, whether on paper, in computer readable format or otherwise) relating to (i) the contents of this Agreement<br>and the Shareholders Agreement, and (ii) the Properties (including, without limitation, all Technical Information).
(j)	“Damages” means any loss, cost, liability, claim, demand, interest, fine, penalty,<br>assessment, judgment, damage (including incidental, consequential, special, aggravated, exemplary or punitive damages) or expense (whether<br>or not involving a third party claim), including reasonable costs, fees and expenses of legal counsel on a full indemnity basis (without<br>reduction for tariff rates or similar reductions) and reasonable costs, fees and expenses of investigation.
---	---
(k)	“Earn-In Period” means the three-year period commencing on the Effective Date during<br>which the Subscription Shares remain subject to the Intrusion Call Option in accordance with Article IV.
---	---
(l)	“Effective Date” means the effective date of this Agreement, being the date first written<br>above.
---	---
(m)	“Environmental Laws” means Laws relating to reclamation or restoration of the Properties;<br>abatement of pollution; protection of the environment; monitoring environmental conditions; protection of wildlife, including endangered<br>species; ensuring public safety from environmental hazards; protection of cultural or historic resources; management, storage or control<br>of Hazardous Substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or Hazardous Substances<br>into the environment, and all other Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling<br>or transport of pollutants, contaminants, chemicals or industrial, toxic or Hazardous Substances.
---	---
(n)	“Existing Shares” means all of the issued and outstanding shares of Major Precious<br>held by Intrusion as of the Effective Date.
---	---
(o)	“First Anniversary” means the first anniversary of the Effective Date.
---	---
(p)	“First Cash Payment” has the meaning ascribed thereto in Section 3.02 hereof.
---	---
(q)	“First Nations” means any first nations, Indian bands, Inuit, Metis and/or indigenous<br>and/or aboriginal person(s), and/or representative bodies of the Indian, Inuit and Metis peoples of Greenland.
---	---
(r)	“First Nations Claims” means any and all Claims to First Nations Interests, and any<br>and all, costs or damages arising or incurred as a result of, or in relation to:
---	---
(i)	Claims of First Nations Interests, made by or on behalf of any First Nations whether or not they are:
---	---
(A)	proven in a court of law;
---	---
(B)	made in legal proceedings; or
---	---
(ii)	any duty or obligation to consult or accommodate any First Nations.
---	---

Page: 6

(s)	“First Nations Interest” means any proven or asserted aboriginal right, aboriginal<br>title, treaty right or any other aboriginal interest of First Nations.
(t)	“Force Majeure” means an event which, during any period while this Agreement is in<br>effect, prevents or makes unattainable on a practical basis the performance of the obligations required by any Party, where the cause<br>of such event is reasonably beyond the control of the Party, and shall include, without limitation: labour disputes (however arising and<br>whether or not employee demands are reasonable or within the power of the Party to grant); acts of God; public health measures, including<br>pandemics; Applicable Law; curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation<br>of Applicable Law (including Environmental Law); acts of war or terrorism or conditions arising out of or attributable to war, whether<br>declared or undeclared, or terrorism, riot, civil strife, insurrection or rebellion; fire, explosion, earthquake, storm, flood, sink holes,<br>drought or other adverse weather conditions; delay or failure by suppliers or transporters of materials, parts, supplies, services or<br>equipment or by contractors’ or subcontractors’ shortage of, or inability to obtain labour, transportation, materials, machinery,<br>equipment, supplies, utilities or services; accidents; breakdown of equipment, machinery or facilities; delays relating to claims made<br>by native groups; interference by native groups, native rights groups, environmentalists or other activists; inability to obtain any license,<br>permit or other authorization that may be required (provided the Party is pursuing such licences, permits or other authorizations diligently);<br>or any other cause whether similar or dissimilar to the foregoing, but for greater certainty shall not include the inability of any Party<br>to raise its own financing to meet its obligations hereunder, nor the willful misconduct or gross negligence of any Party.
---	---
(u)	“Greenland Mines Shares” means common stock in the capital of Greenland Mines.
---	---
(v)	“Greenland Purchase Option” has the meaning ascribed thereto in Section 5.01.
---	---
(w)	“Going Public Transaction” means an initial public offering, reverse takeover, business<br>combination or other similar transaction pursuant to which the Greenland Mines Shares (or shares issued in exchange for the Greenland<br>Mines Shares) become listed on a stock exchange in Canada or the United States.
---	---
(x)	“Governmental Authority” means (i) any domestic or foreign government, whether national,<br>federal, provincial, state, territorial, municipal or local (whether administrative, legislative, executive or otherwise); (ii) any agency,<br>authority, ministry, department, regulatory body, court, central bank, bureau, board or other instrumentality having legislative, judicial,<br>taxing, regulatory, prosecutorial or administrative powers or functions of, or pertaining to, government; (iii) any court, commission,<br>individual arbitrator, arbitration panel or other body having adjudicative, regulatory, judicial, quasi-judicial, administrative or similar<br>functions; and (iv) any other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing,<br>including any stock or other securities exchange or professional association.
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(y)	“Hazardous Substance” means any solid, liquid, gas, odour, heat, sound, vibration,<br>radiation or combination of them that may impair the natural environment, injure or damage property or plant or animal life or harm or<br>impair the health of any individual, and includes any contaminant, waste, substance or material defined by Environmental Law as hazardous,<br>toxic or dangerous or any other substance or material prohibited, regulated or reportable pursuant to any Environmental Law.
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(z)	“including” means including without limitation, and “includes” means includes,<br>without limitation.
(aa)	“Intrusion” means Intrusion Precious Metals Corp., a corporation existing under the<br>laws of British Columbia.
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(bb)	“Intrusion Call Option” has the meaning ascribed thereto in Section 4.01.
---	---
(cc)	“Intrusion Call Option Exercise Period” means the period commencing on the date of an Intrusion Call Option Trigger<br>Event and ending on the date that is ninety (90) days thereafter.
---	---
(dd)	“Intrusion Call Option Trigger Event” has the meaning ascribed thereto in Section 4.02.
---	---
(ee)	“Joint Venture” means the ongoing relationship between Greenland Mines and Intrusion<br>as shareholders of Major Precious following the Subscription Closing, which shall be governed by this Agreement and, following the expiry<br>of the Intrusion Call Option Exercise Period without exercise, such additional agreements as the parties may enter into, which joint venture<br>may be structured in the form of one or more joint venture corporations, an unincorporated or contractual joint venture, or such other<br>form of joint venture structure as may be determined by the Parties, acting in good faith.
---	---
(ff)	“Law” or “Laws” shall have the meaning ascribed thereto in the definition<br>of Applicable Law set out above.
---	---
(gg)	“Legal Proceeding” means any action, order, directive or penalty taken, given, made<br>or imposed by a Governmental Authority, any litigation, action, application, suit, investigation, hearing, claim, deemed complaint, grievance,<br>civil, administrative, regulatory or criminal, arbitration proceeding or other similar proceeding, before or by any court or other tribunal,<br>and includes any appeal or review thereof and any application for leave for appeal or review.
---	---
(hh)	“Lien” means any lien, mortgage, charge, hypothec, pledge, security interest, prior<br>assignment, option, warrant, lease, sublease, right to possession, right to use, easement, encumbrance, claim, royalty interest, right<br>or restriction that affects, by way of a conflicting ownership interest or otherwise, the right, title or interest in or to any particular<br>property.
---	---
(ii)	“Liquidity Event” means a “Takeover Transaction” or a “Going Public<br>Transaction”.
---	---
(jj)	“Listed Entity” means a corporation whose shares are listed, or will concurrently become<br>listed, on the Nasdaq Stock Market, the New York Stock Exchange, the Toronto Stock Exchange, or another recognized stock exchange acceptable<br>to Major Precious (acting reasonably).
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(kk)	“Management Committee” means the committee formed by the Parties commencing on the<br>Effective Date, which will remain in place from the Effective Date until the formation of the Joint Venture and the parties’ entry<br>into the Shareholders Agreement.
---	---
(ll)	“Management Fee” means a deemed management fee payable to the Operator equal to 10%<br>of the annual Work Expenditures at the Properties; provided, however, that such management fee will not exceed $100,000 in any given year.
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(mm)	“Mining Operations” means every kind of prospecting, exploration, development, production,<br>rehabilitation, reclamation and other work done on or in respect of the Properties by or on behalf of the Operator, and includes, without<br>limitation:
(i)	carrying out, or causing to be carried out, the work of assessment, line cutting, geophysical, geochemical<br>and geological surveys, library research, data compilation, report preparation, studies and mapping, assaying and metallurgical testing,<br>drilling, designing, examining, equipping, improving, surveying, trenching, shaft-sinking, raising, crosscutting and drifting, searching<br>for, digging, trucking, sampling, working and procuring minerals, staking and obtaining mining claims or other exploitation titles and<br>keeping the same in good standing, and doing all other work usually considered to be assessment, prospecting, exploration, development,<br>pre-production, mining or reclamation work;
---	---
(ii)	extracting (through conventional or in-situ methods), producing, beneficiating, milling or other processing<br>of minerals;
---	---
(iii)	undertaking activities to maintain in good standing title to the Properties and any related surface rights,<br>water rights, easements, or other claims, entitlements or interests associated with the Properties and satisfying other requirements imposed<br>under Applicable Law;
---	---
(iv)	paying wages, salaries and benefits of individuals engaged in such work and in supplying food, lodging,<br>transportation and other reasonable needs of such individuals;
---	---
(v)	paying insurance premiums and assessments or premiums for workers’ compensation insurance, contributions<br>for unemployment insurance or other pay allowances or benefits customarily paid in the district to such individuals;
---	---
(vi)	making payments in respect of mining claims and other mining rights, titles or interest and their renewal,<br>rates, assessments or other charges levied by any Governmental Authority in respect of the Properties, but excluding any sales tax;
---	---
(vii)	purchasing, leasing or renting plant, buildings, machinery, tools, appliances, equipment or supplies or<br>incurring other capital expenses, and in installing, erecting, detaching or removing any such assets on or from the Properties; and
---	---
(viii)	managing or supervising any work which is done in respect of the Properties or in other respects necessary<br>or desirable to duly carry out such assessment, prospecting, exploration, development, pre-production, mining or reclamation work.
---	---
(nn)	“NI 43-101” has the meaning ascribed thereto in Section 3.05.
---	---
(oo)	“Operator” means the party responsible for, among other things, managing and overseeing<br>all Mining Operations and other work in respect of the Properties for and on behalf of the registered owners of the Properties during<br>the Earn-In Period in accordance with Article VIII.
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(pp)	“Other Assets” means, collectively, the Technical Information and the existing surface<br>infrastructure, surface mining assets, plants, equipment and other assets located on the Properties, as described in Schedule “D”<br>of this Agreement.
(qq)	“Party” means a party to this Agreement and any reference to a Party includes its successors<br>and permitted assigns; “Parties” means every Party.
---	---
(rr)	“Permitted Encumbrances” means (i) statutory exceptions to title of the Properties;<br>(ii) easements and any registered or recorded restrictions or covenants that run with Properties that do not in the aggregate materially<br>detract from the value of the Properties and will not materially and adversely affect the ability to carry on the Mining Operations as<br>they currently exist; (iii) registered or unregistered or recorded or unrecorded rights of way for, or reservations or rights of others<br>relating to, sewers, water lines, gas lines, pipelines, electric lines, telegraph and telephone lines and other similar products or services;<br>(iv) inchoate or statutory liens for taxes not at the time overdue; (v) those noted in the title opinion delivered by Major Precious to<br>Greenland Mines in connection with the entering into of this Agreement, including any Existing Royalty Rights.
---	---
(ss)	“Person” is to be broadly interpreted and includes an individual, a corporation, a<br>partnership, a trust, an unincorporated organization, a Governmental Authority, and the executors, administrators or other legal representatives<br>of an individual in such capacity.
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(tt)	“PFS” has the meaning ascribed thereto in Section 3.05.
---	---
(uu)	“Properties” mean, collectively: (i) the area covered by the mining claims and mining<br>leases described in Schedule “A” to this Agreement, as amended from time to time to include any mining claims, mining leases<br>or other mining rights acquired by Major Precious during the Earn-in Period within the Area of Interest, together with all present and<br>after acquired land rights, real or personal, including land ownership rights, lease rights, rights of way, easements, rights of access,<br>permits and authorizations, held or obtained by or for the benefit of the owners of the mining claims, mining leases or other mining rights<br>within the Area of Interest, and shall further include all rights in relation to the access, and the exploration, development, operation<br>and use of all or any part of such mining claims, mining leases or other mining rights within the Area of Interest; and (ii) all Other<br>Asset and surface infrastructure described in Schedule “D” to this Agreement.
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(vv)	“Qualified Financing” means the completion of an equity financing by Greenland Mines,<br>after the date hereof for aggregate gross proceeds of not less than $2,500,000.
---	---
(ww)	“Register” means the online licence database maintained by the Greenland Mineral Licence<br>and Safety Authority.
---	---
(xx)	“Second Anniversary” means the second anniversary of the Effective Date.
---	---
(yy)	“Shareholders Agreement” means the shareholders agreement to be negotiated and entered<br>into by Greenland Mines and Intrusion promptly following the expiry of the Intrusion Call Option Exercise Period without exercise, governing<br>their ongoing rights and obligations as shareholders of Major Precious, which shall be consistent with the governance provisions set out<br>in Articles VII and VIII of this Agreement.
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(zz)	“Subscription” means the subscription by Greenland Mines for newly issued Subscription Shares of Major Precious<br>as contemplated by Article III.
(aaa)	“Subscription Closing” means the closing of the Subscription on the Subscription Closing Date.
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(bbb)	“Subscription Closing Date” means the date on which all conditions to the Subscription set out in Section 3.03<br>have been satisfied or waived and the Subscription Shares are issued to Greenland Mines.
---	---
(ccc)	“Subscription Right” has the meaning ascribed thereto in Section 3.01 hereof.
---	---
(ddd)	“Subscription Shares” means such number of newly issued shares of Major Precious as shall, immediately following<br>issuance, result in Greenland Mines holding exactly 80% of all issued and outstanding shares of Major Precious on a fully diluted basis.
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(eee)	“Takeover Transaction” means the completion of any transaction whereby Greenland Mines or its shareholders receive<br>and accept an offer to acquire more than 50% of the Greenland Mines Shares then outstanding or an offer to acquire all or substantially<br>all of the assets of Greenland Mines, whether effected through an acquisition for cash or securities, and whether structured as a purchase<br>or otherwise.
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(fff)	“Tax Act” means the Income Tax Act (Canada), together with any and all regulations<br>thereto, as amended from time to time.
---	---
(ggg)	“Taxes” means, with respect to any Person, all supranational, national, federal, provincial,<br>state, local or other taxes, including income taxes, mining tax, branch taxes, profits taxes, capital gains taxes, gross receipts taxes,<br>windfall profits taxes, value added taxes, severance taxes, ad valorem taxes, property taxes, capital taxes, net worth taxes, production<br>taxes, sales taxes, use taxes, licence taxes, excise taxes, franchise taxes, environmental taxes, transfer taxes, withholding or similar<br>taxes, payroll taxes, employment taxes, employer health taxes, government pension plan premiums and contributions, social security premiums,<br>workers’ compensation premiums, employment/unemployment insurance or compensation premiums and contributions, stamp taxes, occupation<br>taxes, premium taxes, alternative or add-on minimum taxes, sales tax, stamp duties, customs duties or other taxes of any kind whatsoever<br>imposed or charged by any Governmental Authority and any instalments in respect thereof, together with any tax indemnity obligation, interest,<br>penalties, or additions with respect thereto and any interest in respect of such additions or penalties, and whether disputed or not,<br>and “Tax” means any one of such Taxes.
---	---
(hhh)	“Technical Information” means, collectively, all information of a scientific, technical<br>or business nature, whether in written, graphic, machine readable, electronic or physical form, including all maps, plans, designs, research<br>data, research plans, government plans, drill core samples, trade secrets, processors, formulas, drawings, technology, computer software<br>and related manuals, unpatented blue prints, flow sheets, equipment and parts lists, instructions, manuals, records, and procedures, which<br>relate to the Properties.
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(iii)	“Third Anniversary” means the third anniversary of the Effective Date.
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(jjj)	“Transfer” includes any sale, exchange, assignment, gift, bequest, disposition, mortgage,<br>hypothec, charge, pledge, encumbrance, grant of security interest or other arrangement by which possession, legal title or beneficial<br>ownership passes, directly or indirectly, from one Person to another, or to the same Person in a different capacity, whether or not voluntary<br>and whether or not for value, and any agreement to effect any of the foregoing.
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(kkk)

“Work Expenditures” means all costs, expenses and charges, direct or indirect, of or incidental to Mining Operations on the Properties, including Taxes other than sales tax, determined in accordance with International Financial Reporting Standards, PROVIDED THAT until such time as the PFS has been delivered in accordance with Section 3.05, the minimum annual Work Expenditures shall be the minimum amount required by the applicable Greenland mineral concession holder authority (or equivalent regulatory body) to maintain the Properties in good standing. For the avoidance of doubt, during the time that Greenland Mines is the Operator, Work Expenditures will also include the Management Fee. In addition, all reasonable fees and expenses inclusive of applicable taxes and disbursements incurred by Greenland Mines, Major Precious, and their respective legal and tax counsel in accordance with Section 12.03 that are paid for by Greenland Mines, will be considered Work Expenditures for the purposes of this Agreement.

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.

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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:

Schedule	Description
Schedule “A”	Description of the Properties and Map
Schedule “B”	Area of Interest
Schedule “C”	Existing Royalty Rights
Schedule “D”	Other Assets

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:

(a)	Incorporation and Corporate Power of Major Precious. Major Precious is a corporation existing under<br>the laws of Greenland. Major Precious has the requisite corporate power, authority and capacity to execute and deliver this Agreement<br>and all other agreements and instruments to be executed by it as contemplated herein and to perform its other obligations hereunder and<br>under all such other agreements and instruments. No act or proceeding has been taken or authorized by or against Major Precious by any<br>other Person in connection with the dissolution, liquidation, winding up, bankruptcy or insolvency of Major Precious or with respect to<br>any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, Major Precious and, to the knowledge of Major<br>Precious, no such proceedings have been threatened by any other Person.
(b)	Authorization by Major Precious. The execution and delivery of this Agreement and all other agreements<br>and instruments to be executed by Major Precious as contemplated herein and the completion of the transactions contemplated hereby and<br>thereby have been duly authorized by all necessary corporate action on the part of Major Precious. Neither the execution of this Agreement<br>nor the consummation of the transactions contemplated hereby result in a breach of any Applicable Laws, the constating documents of Major<br>Precious or any other agreement to which Major Precious is a party.
---	---
(c)	Enforceability of Major Precious’ Obligations. This Agreement constitutes valid and binding<br>obligations of Major Precious enforceable against Major Precious in accordance with its respective terms, subject to limitations on enforcement<br>imposed by bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of the rights of creditors and others and to<br>the extent that equitable remedies such as specific performance and injunctions are only available in the<br>discretion of the court from which they are sought. Major Precious is not an “insolvent person” within the meaning of the<br>Bankruptcy and Insolvency Act (Canada), or any similar legislation, nor will Major Precious become an insolvent person as a result<br>of the transactions contemplated by this Agreement. There is no Legal Proceeding in progress, pending, or, to the knowledge of Major Precious,<br>threatened against or affecting Major Precious or affecting the title to any of the Properties at law or in equity. There is no order<br>outstanding against or affecting Major Precious, the Properties which affects adversely or might affect adversely the ability of Major<br>Precious to enter into this Agreement or to perform its obligations hereunder.
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(d)	Qualification to do Business. Major Precious is registered, licensed or otherwise qualified to<br>do business under the Laws of the jurisdictions necessary to carry on its business, and neither the character nor the location of the<br>properties and assets owned by Major Precious nor the nature of its business requires registration, licensing or other qualification under<br>the Laws of any other jurisdiction. Major Precious has all necessary corporate power, authority and capacity to carry on its business<br>and to own or lease and operate its property and assets as now carried on and owned or leased and operated.
(e)	Ownership of Properties. Major Precious is the registered and beneficial owner of the Properties,<br>consisting of a 100% undivided interest in the Skaergaard Project, as more particularly described in Schedule “A”. None of<br>the Properties have been assigned by Major Precious in favour of any other Person. No Person has, or has any right capable of becoming,<br>any agreement, option, right or privilege for the purchase or other acquisition from Major Precious of any of the Properties. There are<br>no restrictions of any kind on the transfer of the Properties, except those set out in this Agreement. In addition to the foregoing, Major<br>Precious is the sole legal and beneficial owner of the Other Assets described in Schedule “D” hereto.
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(f)	Status of Properties. The mining claims and mining leases comprising the Properties are accurately<br>described in Schedule “A” and constitute all of the mining rights held by Major Precious within the Area of Interest as of<br>the Effective Date. The mining claims and mining leases comprising the Properties have been validly issued in compliance with Applicable<br>Law. Major Precious’ interest in and to the mining claims and mining leases comprising the Properties are duly recorded in the Register.<br>Each mining claim and mining lease is in full force and effect, unamended by written or oral agreement, and Major Precious is entitled<br>to the full benefit and advantage of such mining claims and mining leases in accordance with the terms thereof. Major Precious holds the<br>Properties free and clear of all Liens, other than the Existing Royalty Rights. All fees, mandatory work expenditures, rentals, Taxes<br>or any other payments required to be made in relation to the Properties have been made. Each of the mining claims and mining leases comprising<br>the Properties is in good standing and will remain in good standing until at least the expiry date thereof set out in Schedule “A”,<br>and there has not been any default which has not been remedied by Major Precious under any such mining claim or mining lease nor is there<br>any dispute between Major Precious and any other Person in connection with any of the Properties. To the knowledge of Major Precious,<br>no proceedings have been instituted to invalidate or assert an adverse claim or challenge against or to the ownership of or title to any<br>of the Properties.
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(g)	Land Rights. Major Precious has access to the Properties necessary for the operation of its business<br>as it currently exists on the Properties, and Schedule “A” includes a true and complete list of all of the agreements, instruments<br>and documents regarding the land rights, real or personal, comprising the Properties. Major Precious is not aware of any surface rights<br>held or purported to be held by any Person (other than Major Precious) to occupy or otherwise use the parcel of land comprising<br>the Properties, or of any fact or condition which would result in the interference with or termination of Major Precious’ access<br>to the parcel of land comprising the Properties or of its surface rights necessary to access and conduct Mining Operations on the Properties.
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(h)	Royalty Rights. No Person has any royalty or other interest whatsoever in production from any part<br>of the Properties other than as disclosed in Schedule “C” (the “Existing Royalty Rights”). All agreements<br>or documents creating or governing the Existing Royalty Rights are described in Schedule “C” and Major Precious has provided<br>Greenland Mines with a true and complete copy of all of such agreements and documents.
(i)	Compliance with Laws. Except as disclosed in writing to Greenland Mines, Major Precious is in compliance<br>with Applicable Laws, including all Environmental Laws, relating to the Properties, and has obtained all licences, permits and approvals<br>necessary for its current operation of the Properties under all Applicable Laws, including all applicable Environmental Laws. Major Precious<br>has provided Greenland Mines with copies of all such notices of registration of mining claims. No notice of violation of any Applicable<br>Law has been given by any Governmental Authority having jurisdiction over Major Precious or the Properties or by any other Person or entity<br>entitled to enforce same. Major Precious has provided Greenland Mines with copies of all environmental audits, evaluations, assessments<br>or studies relating to the Properties. Except as disclosed in writing to Greenland Mines, there are no actual or potential liabilities<br>associated with the Properties relating to Environmental Laws or any Damages arising from breach of Environmental Laws.
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(j)	First Nations Matters. Major Precious (i) is not a party to any arrangement or understanding with<br>any Person or First Nations in relation to the environment or development of communities in the vicinity of the Properties; (ii) is not<br>or has not been engaged or involved in any disputes, discussions or negotiations with any First Nations; or (iii) has not received notice<br>of any Claims or First Nations Claims issued against Major Precious by any Person or First Nations.
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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:

(a)	Incorporation and Corporate Power of Greenland Mines. Greenland Mines is a corporation incorporated<br>under the laws of the State of Delaware. Greenland Mines has the requisite corporate power, authority and capacity to execute and deliver<br>this Agreement and all other agreements and instruments to be executed by it as contemplated herein and to perform its other obligations<br>hereunder and under all such other agreements and instruments. No act or proceeding has been taken or authorized by or against Greenland<br>Mines by any other Person in connection with the dissolution, liquidation, winding up, bankruptcy or insolvency of Greenland Mines or<br>with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, Greenland Mines and, to the<br>knowledge of Greenland Mines, no such proceedings have been threatened by any other Person.
(b)	Authorization by Greenland Mines. The execution and delivery of this Agreement and all other agreements<br>and instruments to be executed by Greenland Mines as contemplated herein and the completion of the transactions<br>contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Greenland Mines. Neither the<br>execution of this Agreement nor the consummation of the transactions contemplated hereby conflict with or will result in a breach of any<br>Applicable Laws, the constating documents of Greenland Mines or any other agreement to which Greenland Mines is a party.
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(a)

Incorporation and Corporate Power of Greenland Mines. Greenland Mines is a corporation incorporated under the laws of the State of Delaware. Greenland Mines has the requisite corporate power, authority and capacity to execute and deliver this Agreement and all other agreements and instruments to be executed by it as contemplated herein and to perform its other obligations hereunder and under all such other agreements and instruments. No act or proceeding has been taken or authorized by or against Greenland Mines by any other Person in connection with the dissolution, liquidation, winding up, bankruptcy or insolvency of Greenland Mines or with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, Greenland Mines and, to the knowledge of Greenland Mines, no such proceedings have been threatened by any other Person.

(b)

Authorization by Greenland Mines. The execution and delivery of this Agreement and all other agreements and instruments to be executed by Greenland Mines as contemplated herein and the completion of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Greenland Mines. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby conflict with or will result in a breach of any Applicable Laws, the constating documents of Greenland Mines or any other agreement to which Greenland Mines is a party.

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Page: 15

(c)	Enforceability of Greenland Mines’ Obligations. This Agreement constitutes the valid and<br>binding obligation of Greenland Mines enforceable against Greenland Mines in accordance with its terms, subject to limitations on enforcement<br>imposed by bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of the rights of creditors and others and to<br>the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from<br>which they are sought. Greenland Mines is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada),<br>or any similar legislation, and will not become an insolvent person as a result of the transactions contemplated by this Agreement.
(d)	Qualification to do Business. Greenland Mines is registered, licensed or otherwise qualified to<br>do business under the Laws of the jurisdictions necessary to carry on its business and neither the character nor the location of the properties<br>and assets owned by Greenland Mines nor the nature of its business requires registration, licensing or other qualification under the Laws<br>of any other jurisdiction. Greenland Mines has all necessary corporate power, authority and capacity to carry on its business and to own<br>or lease and operate its property and assets as now carried on and owned or leased and operated.
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(e)	Litigation. Greenland Mines it is not subject to any litigation or legal proceedings and litigation<br>or legal proceedings have not been threatened against Greenland Mines.
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2.03 Indemnity and Risks.

(a)	Major Precious hereby agrees to protect, defend, indemnify and hold Greenland Mines, its Affiliates and<br>their respective directors, officers, employees, agents, contractors and representatives free and harmless from and against any and all<br>Legal Proceedings and Damages of every kind and character, including court costs and legal fees incurred by Greenland Mines in defence<br>of same, arising out of or in any way connected with, directly or indirectly: (i) any breach of a representation or warranty given by<br>Major Precious under this Agreement; (ii) any non-compliance by Major Precious with its obligations under this Agreement; or (iii) the<br>negligence of Major Precious or any of its directors, officers, employees, agents, contractors or representatives; provided, however,<br>that such indemnity shall not apply to Damages arising directly as a result of the negligence or willful misconduct of Greenland Mines<br>or as a result of work undertaken by Greenland Mines.
(b)	Greenland Mines hereby agrees to protect, defend, indemnify and hold Major Precious, its Affiliates and<br>their respective directors, officers, employees, agents, contractors and representatives free and harmless from and against any and all<br>Legal Proceedings and Damages of every kind and character, including court costs and legal fees incurred by Major Precious in defence<br>of same, arising out of or in any way connected with, directly or indirectly: (i) any breach of a representation or warranty given by<br>Greenland Mines under this Agreement; (ii) any non-compliance by Greenland Mines with its obligations under this Agreement; or (iii) the<br>negligence of Greenland Mines or any of its directors, officers, employees, agents, contractors or representatives; provided, however,<br>that such indemnity shall not apply to Damages arising<br>directly as a result of the negligence or willful misconduct of Major Precious or as a result of work undertaken by Major Precious.
---	---

(a)

Major Precious hereby agrees to protect, defend, indemnify and hold Greenland Mines, its Affiliates and their respective directors, officers, employees, agents, contractors and representatives free and harmless from and against any and all Legal Proceedings and Damages of every kind and character, including court costs and legal fees incurred by Greenland Mines in defence of same, arising out of or in any way connected with, directly or indirectly: (i) any breach of a representation or warranty given by Major Precious under this Agreement; (ii) any non-compliance by Major Precious with its obligations under this Agreement; or (iii) the negligence of Major Precious or any of its directors, officers, employees, agents, contractors or representatives; provided, however, that such indemnity shall not apply to Damages arising directly as a result of the negligence or willful misconduct of Greenland Mines or as a result of work undertaken by Greenland Mines.

(b)

Greenland Mines hereby agrees to protect, defend, indemnify and hold Major Precious, its Affiliates and their respective directors, officers, employees, agents, contractors and representatives free and harmless from and against any and all Legal Proceedings and Damages of every kind and character, including court costs and legal fees incurred by Major Precious in defence of same, arising out of or in any way connected with, directly or indirectly: (i) any breach of a representation or warranty given by Greenland Mines under this Agreement; (ii) any non-compliance by Greenland Mines with its obligations under this Agreement; or (iii) the negligence of Greenland Mines or any of its directors, officers, employees, agents, contractors or representatives; provided, however, that such indemnity shall not apply to Damages arising directly as a result of the negligence or willful misconduct of Major Precious or as a result of work undertaken by Major Precious.

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ARTICLE III.

SUBSCRIPTION FOR SHARES

3.01 Subscription for Shares.

(a)	Subject to the terms and conditions of this Agreement, Major Precious hereby agrees to issue, and Greenland<br>Mines hereby agrees to subscribe for, the Subscription Shares on the Subscription Closing Date (the “Subscription Right”).
(b)	The Subscription Shares shall be issued from the treasury of Major Precious. No Existing Shares held by<br>Intrusion shall be sold, transferred or otherwise disposed of in connection with the Subscription.
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(c)	Upon issuance of the Subscription Shares, Greenland Mines shall hold 80% of all issued and outstanding<br>shares of Major Precious and Intrusion shall hold 20% of all issued and outstanding shares of Major Precious, in each case on a fully<br>diluted basis.
---	---
(d)	The Subscription Shares shall be duly and validly issued as fully paid and non-assessable shares.
---	---
(e)	For greater certainty, the parties acknowledge and agree that the Subscription is a subscription for newly<br>issued treasury shares and is not a sale, lease, exchange or other disposition of any property of Intrusion for purposes of section 301<br>of the Business Corporations Act (British Columbia) or any analogous provision of any Applicable Law.
---	---
(f)	Intrusion, as the sole shareholder of Major Precious, hereby:
---	---
(i)	approves the issuance of the Subscription Shares to Greenland Mines;
---	---
(ii)	waives any and all pre-emption rights it may have under the Danish Companies Act, the articles of association<br>of Major Precious, or otherwise in connection with the issuance of the Subscription Shares; and
---	---
(iii)	agrees to take all corporate action necessary to authorize the issuance of the Subscription Shares, including<br>passing any required resolutions at a general meeting of Major Precious.
---	---

3.02 Guaranteed Amount.

(a)	On or before the 30^th^ day following the Effective Date, Greenland Mines shall make a cash payment<br>of $500,000 (the “First Cash Payment”) to Major Precious by wire transfer of immediately available funds to an account<br>designated by Major Precious in writing.
(b)	Greenland Mines acknowledges and agrees that the First Cash Payment is a firm commitment and is not an<br>optional payment. If Greenland Mines does not make the First Cash Payment to Major Precious in accordance with Section 3.02(a), the Subscription<br>Right will expire on the day after the date the unpaid First Cash Payment is due.
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3.03 Conditions of Exercise of Option

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

(a)	make payments of an aggregate amount of $1,250,000 to Major Precious (together, the “Option Payments”)<br>as follows:
(i)	the First Cash Payment on or before the day that is 30 days after the Effective Date;
---	---
(ii)	$250,000 on or before the First Anniversary of the Effective Date;
---	---
(iii)	$250,000 on or before the Second Anniversary of the Effective Date;
---	---
(iv)	$250,000 on or before the Third Anniversary of the Effective Date; and
---	---
(b)	issue to Major Precious such number of Greenland Mines Shares (the “Payment Shares”)<br>as shall result in a pro-forma capitalization of Greenland Mines following issuance of such Greenland Mines Shares being comprised of<br>Major Precious holding 19.99% of the Greenland Mines Shares and existing shareholders of Greenland Mines holding 80.01% of the Greenland<br>Mines Shares, on a non-diluted basis, to be issued upon the earliest of:
---	---
(A)	immediately prior to Greenland Mines completing a Liquidity Event;
---	---
(B)	immediately following a Qualified Financing; or
---	---
(C)	upon delivery of the PFS contemplated in Section 3.05.
---	---

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);

(c)	incur the Minimum Annual Work Expenditures in accordance with Section 3.05(a); and
(d)	the Subscription Closing shall be conditional upon:
---	---
(i)	Intrusion having passed all necessary corporate resolutions (as sole shareholder of Major Precious) authorizing<br>the issuance of the Subscription Shares;
---	---
(ii)	Major Precious having amended its articles of association, if necessary, to create a sufficient number<br>of authorized shares to issue the Subscription Shares; and
---	---
(iii)	all applicable regulatory approvals having been obtained.
---	---

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”).

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3.05 Work Expenditures.

(a)	Minimum Annual Work Expenditures – Pre-Feasibility Phase. In order to maintain the Subscription<br>Right in good standing and until Greenland Mines delivers the PFS (as defined herein), Greenland Mines must fund or incur Work Expenditures<br>annually in an amount not less than the minimum amount required by the applicable Greenland regulatory authority or mineral concession<br>holder to maintain the Properties in good standing (the “Minimum Annual Work Expenditures”). For greater certainty,<br>if the regulatory requirements specify a set amount per year, that amount shall be the Minimum Annual Work Expenditures. If the regulatory<br>requirements are based on a per-hectare or similar sliding scale, or are otherwise variable, the Minimum Annual Work Expenditures shall<br>be calculated accordingly and may vary from year to year.
(b)	Pre-Feasibility Study Requirement. Greenland Mines shall deliver a pre-feasibility study on the<br>Properties (the “PFS”) meeting the standards required under applicable securities laws (including National Instrument<br>43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), or SK 1300 for US SEC filings, or such<br>other technical disclosure standards as may be required by the Greenland regulatory authorities or applicable jurisdictions) on or before<br>the Third Anniversary of the Effective Date, or such later date as may be agreed in writing by the Parties.
---	---
(c)	Post-PFS – Pro Rata Expense Sharing. Following delivery of the PFS and until such time as<br>the Joint Venture is formed and the Shareholders Agreement is executed:
---	---
(i)	all Work Expenditures, capital expenditures, operating costs, and other expenses relating to the Properties<br>shall be shared pro rata between Greenland Mines and Major Precious in accordance with their respective ownership interests (80% Greenland<br>Mines and 20% Major Precious) unless and until the Parties enter into the Shareholders Agreement, at which time the expense sharing shall<br>be governed by that agreement;
---	---
(ii)	Greenland Mines, as Operator, shall invoice Major Precious for its 20% share of all expenses incurred<br>during such period on a quarterly basis, with payment due within thirty (30) days of invoice; and
---	---
(iii)	any failure by Major Precious to pay its pro rata share of expenses shall be addressed in accordance with<br>the Management Committee dispute resolution procedures set out in Section 10.07.
---	---

3.06 Remedies for Non-Performance.

(a)	Prior to the Subscription Closing, the requirements set out in Section 3.03 are optional at Greenland<br>Mines’ election. If Greenland Mines fails to satisfy such requirements prior to the Subscription Closing, the Subscription Right<br>shall expire and all Confidential Information shall revert to Major Precious in accordance with Section 11.03.
(b)	Following the Subscription Closing and the issuance of the Subscription Shares, Greenland Mines’<br>ongoing obligations with respect to the Option Payments, Payment Shares and Work Expenditures shall not be treated as optional, and any<br>failure to satisfy such obligations shall constitute an Intrusion Call Option Trigger Event and shall be governed exclusively by Article<br>IV (Intrusion Call Option). For greater certainty, following the Subscription Closing, neither Major Precious nor Intrusion<br>shall have any remedy for non-performance of such obligations other than the exercise of the Intrusion Call Option in accordance with<br>Article IV.
---	---

(a)

Prior to the Subscription Closing, the requirements set out in Section 3.03 are optional at Greenland Mines’ election. If Greenland Mines fails to satisfy such requirements prior to the Subscription Closing, the Subscription Right shall expire and all Confidential Information shall revert to Major Precious in accordance with Section 11.03.

(b)

Following the Subscription Closing and the issuance of the Subscription Shares, Greenland Mines’ ongoing obligations with respect to the Option Payments, Payment Shares and Work Expenditures shall not be treated as optional, and any failure to satisfy such obligations shall constitute an Intrusion Call Option Trigger Event and shall be governed exclusively by Article IV (Intrusion Call Option). For greater certainty, following the Subscription Closing, neither Major Precious nor Intrusion shall have any remedy for non-performance of such obligations other than the exercise of the Intrusion Call Option in accordance with Article IV.

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Page: 19

(c)	Nothing in this Agreement will be construed as obligating Greenland Mines to do any acts or make any payments<br>hereunder prior to the Subscription Closing, and any act done or payment made hereunder will not be construed as obligating Greenland<br>Mines to do any further act or make any further payment prior to the Subscription Closing.

3.07 Greenland Mines Electing to Proceed.

(a)	Greenland Mines must deliver written notice to Major Precious on or before the date that is fifteen (15)<br>days in advance of each of the First Anniversary, the Second Anniversary and the Third Anniversary, confirming whether Greenland Mines<br>intends to:
(i)	continue to maintain the Subscription Right; or
---	---
(ii)	terminate the Subscription Right.
---	---

3.08 Written Confirmation of Work Expenditures and Right to Cure.

(a)	Timing of Confirmations. Provided the Subscription Right has not been terminated by Greenland Mines<br>by written notice to Major Precious and otherwise remains in good standing, Major Precious will send Greenland Mines written confirmations<br>as follows:
(i)	within sixty (60) days after each of the First Anniversary, Second Anniversary, and Third Anniversary,<br>a written confirmation of the Minimum Annual Work Expenditures made by Greenland Mines in the immediately preceding year and the aggregate<br>Minimum Annual Work Expenditures made by Greenland Mines from the Effective Date to the end of the preceding year (each a “ConfirmationNotice”);
---	---
(ii)	within sixty (60) days following delivery of the PFS, a final confirmation (the “Final ConfirmationNotice”) setting out all Work Expenditures made through to the date of delivery of the PFS.
---	---
(b)	Content of Confirmation Notice. Each Confirmation Notice shall clearly indicate whether Greenland<br>Mines has satisfied its Minimum Annual Work Expenditures obligations for the applicable year. If the Confirmation Notice indicates that<br>Greenland Mines has not satisfied such obligations, Greenland Mines shall have thirty (30) days from the date it receives such notice<br>to cure such default by making additional Work Expenditures to meet the Minimum Annual Work Expenditures for that year.
---	---
(c)	Audit Extension. The timelines set forth in this Section 3.08 will be extended for as long as reasonably<br>necessary to allow Major Precious to audit any such Work Expenditures as permitted by Section 8.06 below.
---	---
(d)	Failure to Cure. If Greenland Mines does not cure the shortfall within thirty (30) days, such failure<br>shall constitute an Intrusion Call Option Trigger Event in accordance with Section 4.02, and Intrusion may exercise the Intrusion Call<br>Option in accordance with Article IV.
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3.09 SubscriptionClosing.

(a)	The Subscription Closing shall take place on the Effective Date (or such later date as the parties may<br>agree in writing), subject to the satisfaction or waiver of the conditions set out in Section 3.03(d).
(b)	On the Subscription Closing Date, Major Precious shall issue the Subscription Shares to Greenland Mines<br>and deliver to Greenland Mines a share certificate (or equivalent evidence of ownership) representing the Subscription Shares.
---	---

3.10 Shareholders’ Arrangements.

(a)	Following the Subscription Closing, the parties’ rights and obligations as shareholders of Major<br>Precious shall be governed by this Agreement, including the Management Committee and Operator provisions set out in Articles VII and VIII.
(b)	Following the expiry of the Intrusion Call Option Exercise Period without exercise, the parties shall<br>negotiate in good faith and use commercially reasonable efforts to enter into a formal Shareholders Agreement governing their ongoing<br>relationship as shareholders of Major Precious, which shall be consistent with the principles set out in this Agreement and customary<br>for mining joint ventures, including provisions based on the Rocky Mountain Mineral Law Foundation Form 5A (adapted for a corporate JV<br>structure).
---	---
(c)	Until such time as a Shareholders Agreement is executed, this Agreement shall govern the relationship<br>between the parties with respect to Major Precious and the Properties in all respects
---	---

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:

(a)	Piggyback Registration Rights. If Greenland Mines proposes to file (a) a registration statement<br>with the United States Securities and Exchange Commission, or (b) a prospectus with any Canadian securities regulatory authority, in each<br>case in connection with an underwritten public offering of its equity securities (other than a registration statement or prospectus relating<br>solely to an employee benefit plan, dividend reinvestment plan, or a merger or acquisition transaction), Greenland Mines shall provide<br>Major Precious with reasonable prior written notice of such proposed filing and shall, subject to the reasonable discretion of the managing<br>underwriter(s) and customary underwriter cutbacks, include in such registration statement or prospectus all or such portion of the Payment<br>Shares as Major Precious may request to be included.
(b)	Underwriter Cutbacks. In the event that the managing underwriter(s) determine that the number of<br>securities proposed to be included in such offering must be reduced, (a) first priority shall be given to Greenland Mines for its primary<br>capital raise, and (b) thereafter, the number of Payment Shares to be included shall be reduced pro rata among all selling securityholders<br>(other than Greenland Mines), with further priority to any selling securityholders who are directors, officers or employees of Greenland<br>Mines, to the extent required by the managing underwriter(s).
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(a)

Piggyback Registration Rights. If Greenland Mines proposes to file (a) a registration statement with the United States Securities and Exchange Commission, or (b) a prospectus with any Canadian securities regulatory authority, in each case in connection with an underwritten public offering of its equity securities (other than a registration statement or prospectus relating solely to an employee benefit plan, dividend reinvestment plan, or a merger or acquisition transaction), Greenland Mines shall provide Major Precious with reasonable prior written notice of such proposed filing and shall, subject to the reasonable discretion of the managing underwriter(s) and customary underwriter cutbacks, include in such registration statement or prospectus all or such portion of the Payment Shares as Major Precious may request to be included.

(b)

Underwriter Cutbacks. In the event that the managing underwriter(s) determine that the number of securities proposed to be included in such offering must be reduced, (a) first priority shall be given to Greenland Mines for its primary capital raise, and (b) thereafter, the number of Payment Shares to be included shall be reduced pro rata among all selling securityholders (other than Greenland Mines), with further priority to any selling securityholders who are directors, officers or employees of Greenland Mines, to the extent required by the managing underwriter(s).

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(c)	Expenses. Greenland Mines shall bear all registration, prospectus, filing, listing and roadshow<br>expenses in connection with any such offering (excluding underwriting discounts and commissions). Each selling securityholder, including<br>Major Precious, shall bear its pro rata share of underwriting discounts and commissions attributable to the securities sold by it, as<br>well as its own legal fees and expenses.
(d)	Indemnification. Greenland Mines and Major Precious shall provide customary cross-indemnities to<br>each other in connection with any such offering, in form and substance consistent with market practice and as required by applicable securities<br>laws.
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(e)	Lock-Up. Major Precious shall agree to any lock-up period required by the managing underwriter(s)<br>in connection with such offering; provided that such lock-up period shall not exceed (a) one hundred eighty (180) days in the case of<br>an initial public offering, or (b) ninety (90) days in the case of any subsequent offering, in each case unless otherwise agreed by Major<br>Precious.
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(f)	Additional Shares. The foregoing rights shall apply to the Payment Shares and to any additional<br>shares issued to Major Precious pursuant to any top-up, anti-dilution or similar provisions of this Agreement.
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(g)	Removal of Legends. Greenland Mines shall use commercially reasonable efforts to facilitate the<br>removal of any restrictive legends from the Payment Shares and to provide such legal opinions and transfer agent instructions as may be<br>reasonably required to permit sales in accordance with this Section.
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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:

(a)	Intrusion shall hold 75% of the issued and outstanding shares of Major Precious; and
(b)	Greenland Mines shall hold 25% of the issued and outstanding shares of Major Precious.
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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”):

(a)	Greenland Mines fails to make any Option Payment when due in accordance with Section 3.03(a), and such<br>failure continues for a period of thirty (30) days after written notice from Intrusion;
(b)	Greenland Mines fails to issue the Payment Shares when due in accordance with Section 3.03(b), and such<br>failure continues for a period of thirty (30) days after written notice from Intrusion;
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(c)	Greenland Mines fails to incur or fund the Minimum Annual Work Expenditures in accordance with Section<br>3.05(a) for any year, and such failure continues for a period of sixty (60) days after written notice from Intrusion (or such longer cure<br>period as provided in Section 3.08); or
(d)	Greenland Mines commits a material breach of any other provision of this Agreement relating to the Subscription<br>consideration, and such breach continues for a period of thirty (30) days after written notice from Intrusion.
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4.03 Exercise.

(a)	Intrusion may exercise the Intrusion Call Option by delivering written notice to Greenland Mines (the<br>“Call Notice”) at any time during the Intrusion Call Option Exercise Period, specifying:
(i)	the Intrusion Call Option Trigger Event that has occurred; and
---	---
(ii)	the proposed closing date for the transfer, which shall be not less than ten (10) and not more than thirty<br>(30) Business Days following delivery of the Call Notice.
---	---
(b)	Upon delivery of the Call Notice, Greenland Mines shall be obligated to transfer the applicable shares<br>to Intrusion (or its designee) on the closing date specified in the Call Notice, against payment by Intrusion of $1.00.
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(c)	Greenland Mines shall execute and deliver all documents and instruments reasonably necessary to effect<br>the transfer, including share transfer forms and any required regulatory filings.
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4.04 Expiry.

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

(a)	the date that is three (3) years after the Effective Date, provided that no Intrusion Call Option Trigger<br>Event has occurred and is continuing as of such date;
(b)	delivery by Major Precious of the Final Confirmation Notice confirming Greenland Mines’ achievement<br>of all Subscription consideration milestones (Option Payments, Payment Shares, and Work Expenditures through delivery of the PFS); and
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(c)	written waiver by Intrusion.
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4.05 Effect of Exercise.

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

(a)	Greenland Mines shall retain a 25% interest in Major Precious and shall be responsible for its pro rata<br>(25%) share of all ongoing Work Expenditures and expenses;
(b)	Greenland Mines shall retain its position as Operator, subject to the terms of Article VIII, unless the<br>Management Committee determines otherwise by majority vote (with Intrusion holding the casting vote following exercise);
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(c)	the Management Committee shall be reconstituted such that Intrusion shall designate two (2) representatives<br>and Greenland Mines shall designate one (1) representative;
(d)	the Greenland Purchase Option granted under Article V shall immediately terminate and be of no further<br>force or effect; and
---	---
(e)	the obligations in Section 11.03 shall apply to Greenland Mines mutatis mutandis.
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4.06 Greenland’s Post-Exercise Rights.

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

(a)	its 25% shareholding in Major Precious;
(b)	its right to receive distributions and dividends pro rata to its shareholding;
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(c)	its right to appoint one (1) representative to the Management Committee; and
---	---
(d)	its rights under Article IX (Confidentiality) and Article X.
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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.

(a)	The purchase price for Intrusion’s remaining shares of Major Precious shall be the fair market value<br>(“FMV”) of such shares as of the date of Greenland Mines’ exercise notice.
(b)	Within thirty (30) days following Greenland Mines’ exercise of the Greenland Purchase Option, the<br>parties shall negotiate in good faith to agree on the FMV.
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(c)	If the parties are unable to agree on the FMV within sixty (60) days following Greenland Mines’<br>exercise notice, the FMV shall be determined by binding arbitration conducted by an independent, internationally recognized mining engineering<br>firm mutually agreed upon by the parties (or, failing agreement<br>within ten (10) Business Days, appointed by the International Chamber of Commerce on the application of either party). The arbitrator<br>shall:
(i)	be a qualified person (as defined in NI 43-101 or equivalent) with experience in the valuation of mining<br>projects of a similar nature and stage;
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(ii)	determine the FMV within ninety (90) days of appointment;
---	---
(iii)	apply generally accepted mineral property valuation methodologies; and
---	---
(iv)	render a decision that shall be final and binding on the parties, with no right of appeal except on grounds<br>of fraud, manifest error, or procedural irregularity.
---	---
(d)	The costs of the arbitration shall be borne equally by the parties.
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5.04 Form of Payment.

(a)	Greenland Mines (or its Successor, as defined below) shall have the right, in its sole discretion, to<br>pay the FMV purchase price in any combination of:
(i)	cash; and/or
---	---
(ii)	shares of Greenland Mines or of its then-current parent company (the “Listed Entity”<br>or any successor thereof, a “Successor”), valued at the volume-weighted average trading price for the twenty (20) trading<br>days immediately preceding the closing date of the Greenland Purchase Option.
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5.05 Closing.

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

(a)	the date on which the FMV is finally determined (whether by agreement or arbitration); and
(b)	the date on which Intrusion shareholder approval is obtained.
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5.06 Termination.

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

(a)	the exercise of the Intrusion Call Option under Article IV;
(b)	written waiver by Greenland Mines; or
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(c)	termination of this Agreement in accordance with Article XI.
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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:

(a)	conduct its business in relation to the Properties in the ordinary course and in accordance with Applicable<br>Laws;
(b)	maintain and preserve its business organization as it relates to the Properties, and the assets, properties,<br>licences, permits, authorizations, goodwill, and business relationships that relate to the Properties, in good standing;
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(c)	retain control and management of the Properties and shall continue to maintain the Properties in accordance<br>with past practices; and
---	---
(d)	not dispose, assign, Transfer or encumber any of the Properties or any of its interests therein.
---	---

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.

(a)	Throughout the term of this Agreement, Major Precious shall not, directly or indirectly, Transfer, pledge<br>or encumber its interest in the Properties, whether now held or hereafter acquired, without the prior express written consent of Greenland<br>Mines, which shall not be unreasonably withheld or delayed. A Transfer of any interest in violation of this Agreement shall not be valid<br>or effective.
(b)	Notwithstanding Section 6.03(a), Intrusion shall not Transfer, pledge or encumber any of its shares of<br>Major Precious without the prior written consent of Greenland Mines, except:
---	---
(i)	in connection with the exercise of the Intrusion Call Option under Article IV;
---	---
(ii)	in connection with the exercise of the Greenland Purchase Option under Article V; or
---	---
(iii)	to an Affiliate of Intrusion, provided that such Affiliate agrees to be bound by all of the terms and<br>conditions of this Agreement by execution of a deed of adherence in form satisfactory to Greenland Mines.
---	---

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.

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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.

(a)	Greenland Mines may assign all of its rights and obligations under this Agreement, including its Subscription<br>Shares and all obligations relating to the Option Payments, Payment Shares, and Work Expenditures, to:
(i)	a Listed Entity in connection with a Going Public Transaction or Takeover Transaction; or
---	---
(ii)	any Affiliate of Greenland Mines, provided that:
---	---
(A)	the assignee or acquirer (or, in the case of a Takeover Transaction, the acquirer of Greenland Mines)<br>delivers to Major Precious and Intrusion a written assumption agreement in form reasonably satisfactory to Major Precious and Intrusion,<br>pursuant to which the assignee assumes all of Greenland Mines’ obligations under this Agreement; and
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(B)	in the case of an assignment to a Listed Entity, such Listed Entity has the financial capacity to perform<br>the assumed obligations.
(b)	Upon delivery of such assumption agreement:
---	---
(i)	the assignee shall be deemed to be “Greenland Mines” for all purposes of this Agreement;
---	---
(ii)	the original Greenland Mines shall be released from its obligations hereunder (except for obligations<br>accrued prior to the assignment); and
---	---
(iii)	all references to “Greenland Mines Shares” shall be deemed to refer to the shares of the assignee<br>(or its listed parent), as applicable.
---	---
(c)	For greater certainty, Greenland Mines confirms that it intends to be acquired by a Listed Entity, and<br>the parties agree that such acquisition and the assignment contemplated by this Section 6.09 shall not constitute a default or breach<br>of this Agreement, nor trigger any right of termination by any party, provided the conditions of Section 6.09(a) are satisfied.
---	---
(d)	For purposes of the Intrusion Call Option under Article IV:
---	---
(i)	the assumption of obligations by the assignee shall include the obligation to transfer shares of Major<br>Precious back to Intrusion upon exercise of the Intrusion Call Option; and
---	---
(ii)	the Intrusion Call Option Trigger Events shall apply to the assignee in the same manner as they apply<br>to Greenland Mines.
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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.

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7.02 Purposeof Management Committee.

(a)	General Purposes. The purpose of the Management Committee shall be to:
(i)	oversee and approve annual budgets and exploration programs for the Properties;
---	---
(ii)	monitor and review Work Expenditures made by Greenland Mines as Operator;
---	---
(iii)	review progress toward the delivery of the PFS;
---	---
(iv)	resolve disputes relating to Work Expenditures, the Approved Work Plan, and budget matters; and
---	---
(v)	facilitate communication between the Parties regarding operations on the Properties during the Earn-In<br>Period.
---	---
(b)	Dissolution Upon Joint Venture Formation. The Management Committee shall be dissolved upon the<br>formation of the Joint Venture and execution of the Shareholders Agreement.
---	---

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.

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7.05 Annual Budget and Exploration Programs.

(a)	All exploration programs, including budgets, for the Properties will be determined by the Management Committee<br>(such programs, as approved by the Management Committee, an “Approved Work Plan”) and communicated to the Operator.
(b)	The Operator shall deliver to the Management Committee a proposed annual budget and exploration program<br>for each calendar year by no later than August 1 of the preceding year (or, in the case of 2026, as soon as practicable following the<br>Effective Date) (each a “Draft Work Plan”). The Draft Work Plan shall detail Work Expenditures on a monthly basis.<br>The Operator shall consider in good faith any comments or objections of the Parties in respect of any Draft Work Plan.
---	---
(c)	The Draft Work Plan shall be subject to the approval of the Management Committee. If the Draft Work Plan<br>is rejected at a meeting of the Management Committee, the Operator shall as soon as practicable and, in any event within ten (10) Business<br>Days following such meeting, deliver a revised Draft Work Plan giving reasonable consideration to the comments of the Parties and the<br>Management Committee. If the Management Committee rejects the revised Draft Work Plan, the Management Committee shall, acting reasonably,<br>make such further revisions to the Draft Work Plan as it considers necessary or advisable (provided that the Management Committee shall<br>give reasonable consideration to the comments of the Operator and the Parties), and such further revised Draft Work Plan, as approved<br>by the Management Committee shall be the Approved Work Plan binding on the parties. The Operator may deliver one or more proposals to<br>amend the Approved Work Plan from time to time, provided that such amendments shall not be effective unless and until approved by the<br>Management Committee.
---	---
(d)	For greater certainty, it is acknowledged and agreed that, in accordance with Article VIII, the Operator<br>shall be solely responsible for overseeing and carrying out all Mining Operations in connection with the Properties in accordance with<br>the Approved Work Plan.
---	---
(e)	In addition to Work Expenditures contemplated by the Approved Work Plan for the applicable calendar year,<br>any and all other Work Expenditures incurred by either of the Parties or their Affiliates in their capacity as the Operator shall be recognized<br>as Work Expenditures hereunder if (a) such Work Expenditures are directly or indirectly funded by Greenland Mines, (b) such Work Expenditures<br>do not relate either to activities that are materially different to those contemplated in the Approved Work Plan or to specific contracts<br>for work not strictly contemplated in that Approved Work Plan where the value of any such contract exceeds $500,000, or (c) prior to incurring<br>such Work Expenditures, an amendment to the Approved Work Plan to include such Work Expenditures has been approved by the Management Committee.
---	---

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.

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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:

(a)	to manage, direct and control all exploration, development and production operations in, on and under<br>the Properties and to carry out all Approved Work Plans, all in accordance with the terms of this Agreement;
(b)	to employ and engage such employees, agents and independent contractors as the Operator may consider necessary<br>or advisable to carry out all Approved Work Plans (including the appointment of a project manager with familiarity and experience in the<br>Skaergaard Project);
---	---
(c)	to provide, purchase, lease or rent all plant, buildings, machinery, equipment, tools, appliances, materials,<br>supplies and services required to carry out all Approved Work Plans and to dispose of the same when no longer required;
---	---
(d)	to obtain and maintain, or cause any contractor or consultant engaged hereunder to obtain and maintain,<br>adequate financial assurance, insurance or bonding coverage with respect to activities on or with respect to the Properties, and to provide<br>proof of same to the Parties on request;
---	---
(e)	to advise each Party promptly of any accident or occurrence in connection with Mining Operations resulting<br>in any material damage to or destruction to any property or material harm or injury to any individual;
---	---
(f)	to keep adequate data, information and records of the Mining Operations and to keep suitable accounts<br>which reflect all financial aspects of the Mining Operations in accordance with International Financial Reporting Standards as adopted<br>by the International Accounting Standards Board;
---	---
(g)	to perform its duties and obligations in a proper manner in accordance with all applicable Laws and currently<br>accepted standards and practices in the mining industry and with the objective of minimizing, so far as practicable, both short and long<br>term damage to the environment; and
---	---
(h)	to have all powers necessary to carry out, or cause to be carried out, all of the Operator’s obligations<br>set out in this Agreement and to otherwise carry out, or cause to be carried out, all Approved Work Plans.
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8.03 Covenants of Greenland Mines

(a)	From the Effective Date until the Subscription Right has been exercised, unless otherwise agreed in writing<br>between the Parties, Greenland Mines will:
(i)	keep the Properties free of all liens and encumbrances (other than the Permitted Encumbrances) and in<br>any event of any lien being filed, proceed with diligence to contest or discharge it;
---	---
(ii)	obtain any surface, water, or other rights on or related to the Properties as may be reasonably required<br>to conduct the planned exploration work;
---	---
(iii)	conduct consultation with any First Nations, if required by Applicable Laws;
---	---
(iv)	maintain materially accurate books, accounts, and records of Work Expenditures in accordance with generally<br>accepted accounting principles in the industry;
---	---
(v)	prepare and file all applicable assessment work carried out in respect of the Properties, in keeping with<br>the expenditures, and to the allowable maximum extent, permitted under Applicable Laws;
---	---
(vi)	pay and discharge all wages and accounts for material and services and all other costs and expenses that<br>may be incurred by Greenland Mines in connection with its operations on the Properties, and to save Major Precious harmless from and against<br>all such liens in respect of such operations which may be filed against the Properties during the Earn-In Period, and in the event of<br>any liens being so filed, to proceeds forthwith to have the same removed, provided that the foregoing provision will not prevent Greenland<br>Mines from contesting in good faith any claims for liens which Greenland Mines considers unjustified; and
---	---
(vii)	conduct operations on the Properties in compliance with Applicable Laws in all material respects.
---	---
(b)	For the avoidance of doubt, the parties acknowledge and agree that the foregoing covenants of Greenland<br>Mines shall only apply to the period commencing on the Effective Date and ending on the date the Subscription Right has been exercised.<br>Accordingly, Greenland Mines shall not be responsible for, nor shall Greenland Mines bear the cost and expense of, any of the matters<br>listed in Section 8.03(a) if the obligation relates to or arose during the period preceding the Effective Date.
---	---

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.

Page: 32

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.

(a)

During the Earn-In Period, if either party is required, by Applicable Law or the rules and policies of any stock exchange, based on advice of counsel, to prepare technical disclosure in respect of any of the Properties, then the other party shall cooperate with, and provide its authorized representatives with, reasonable access to the Properties and the technical information pertaining to the Properties so as to enable it to prepare any technical disclosure required by Applicable Laws or the rules and policies of the any stock exchange which either party may be subject to, including disclosure in accordance with NI 43-101 or its US equivalent SK 1300 standards or, in the case of Greenland mineral concessions, such disclosure standards as may be required by the applicable Greenland regulatory authorities having jurisdiction over the Properties.

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(b)

Prior to issuing any news release, technical report or any other form of public disclosure regarding the Properties, each Party agrees to provide the other Party with reasonable advance notice and an opportunity to comment on the contents of any such public disclosure before it is final, and, in respect of any technical report prepared in accordance with NI 43-101 or its US equivalent SK 1300 standards, each Party further agrees to provide the other Party with (i) a final executed copy of such technical report that is addressed to the other Party (and any of its Affiliates) in accordance with NI 43-101 or SK 1300 standards, as applicable, (ii) the necessary certificates and consents of the author(s) required by Applicable Laws, and (iii) such other documents as may reasonably be requested by such Party. Notwithstanding anything to the contrary contained herein, Greenland Mines may, in its sole and absolute discretion, elect to prepare a technical report on the Properties for purposes of NI 43-101 or its US equivalent SK 1300 standards, in which case Greenland Mines will use commercially reasonable efforts to (i) ensure that Major Precious is an addressee of such technical report, and (ii) assist Major Precious in obtaining the consents and certificates of the authors of such technical report to enable Intrusion to file such technical report on SEDAR+ under its issuer profile.

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.

Page: 34

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.

Page: 35

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:

(a)	the Party claiming that a dispute exists will give to the other Party written notice of such dispute together<br>with details of that dispute;
(b)	unless such dispute has been settled by the Parties within twenty (20) days of delivery of the foregoing<br>notice, it will be referred to a panel comprised of the exploration team lead for the project of each of the Parties (or his or her designate),<br>who shall then attempt to resolve the matter in an agreeable and amicable manner as expeditiously as possible;
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(c)	if the matter is not resolved by such panel of exploration team leads, or if any exploration team lead<br>refuses to participate within ten (10) days of being asked to do so by the Party claiming that a dispute exists, it will be referred for<br>expert determination by an expert selected jointly by the Parties who<br>has at least five (5) years’ experience in the resolution of similar disputes;
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(d)	if the Parties cannot agree within a further seven (7) days on the identity of the expert, then either<br>Party may request the Treasurer of the Law Society of British Columbia to nominate a person suitably experienced and qualified to act<br>as expert;
(e)	the expert will determine the dispute in accordance with this Section 10.07; and
---	---
(f)	subject to the expert’s right to award damages, all costs and expenses of the expert shall be borne<br>equally by the Parties.
---	---

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:

(a)	the written agreement by the Parties to terminate; or
(b)	the date on which Greenland Mines elects not to proceed with further Work Expenditures, Option Payments<br>or the issuance of Payment Shares in accordance with Section 3.07;
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(c)	the date on which Greenland Mines delivers written notice of its intention to terminate this Agreement<br>to Major Precious;
(d)	the date on which the Greenland Purchase Option is completed in accordance with Article V, at which point<br>Greenland Mines (or its Successor) shall hold 100% of Major Precious and this Agreement shall terminate (other than those provisions expressly<br>stated to survive termination); and
---	---
(e)	Notwithstanding anything to the contrary in this Section 11.02, if the Subscription Closing has occurred<br>and the Subscription Shares have been issued to Greenland Mines, this Agreement may not be terminated by Greenland Mines under Section<br>11.02(b) or (c). Following the Subscription Closing, the sole mechanism by which Greenland Mines’ interest in Major Precious may<br>be reduced as a consequence of non-performance of the Option Payments, Payment Shares or Work Expenditures is the Intrusion Call Option<br>under Article IV
---	---

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:

(a)	ensure the Properties are in good standing for a period of not less than twelve (12) months following<br>the termination of this Agreement;
(b)	execute and deliver to Major Precious all documents or instruments reasonably requested by Major Precious<br>necessary to release, quit claim and relinquish to Major Precious all right, title or interests in or to the Properties;
---	---
(c)	demobilize all personnel, equipment, and materials from the Properties, ensuring that all such demobilization<br>is conducted in a safe, orderly, and environmentally responsible manner;
---	---
(d)	undertake and complete all necessary site stabilization, environmental protection, and reclamation measures<br>required by applicable Law, permits, or good industry practice, including but not limited to the removal of temporary structures, remediation<br>of any environmental disturbance or contamination<br>caused or exacerbated by its activities, and restoration of the Properties to a condition reasonably satisfactory to Major Precious and<br>in compliance with all regulatory requirements;
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(e)	assign, transfer, or re-grant to Major Precious, at no additional cost, all approvals, permits, land access<br>rights, surety rights, and contractor or framework agreements relating to the Properties, to the extent transferable and as reasonably<br>requested by Major Precious, and provide all necessary cooperation and documentation to effect such transfers;
(f)	deliver to Major Precious, in open, editable, and industry-standard formats, all raw data, technical information,<br>samples, drilling core, interpretive models, and iterations generated by or in the possession or control of Greenland Mines or its agents,<br>together with a warranty of completeness and accuracy;
---	---
(g)	remain liable for, and indemnify and hold harmless Major Precious from and against, all liabilities, costs,<br>claims, and obligations (including environmental liabilities) arising from or relating to Greenland Mines’ period of operation or<br>any act or omission of Greenland Mines or its agents, including any failure to comply with Law, permits, or the terms of this Agreement,<br>with such obligations being in addition to, and not in limitation of, any other rights or remedies of Major Precious under this Agreement<br>or at Law;
---	---
(h)	settle all outstanding commitments, expenditures and contractual obligations to third parties which it<br>or its agents approved and for which it or its agents are liable in accordance with the respective terms and conditions of such commitments<br>and obligations; and
---	---
(i)	deliver to Major Precious all Confidential Information related to the Properties in the possession of<br>Greenland Mines and all such Confidential Information related to the Properties generated by or in the possession or control of Greenland<br>Mines or its agents;
---	---

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:

(a)	If to Greenland Mines, to:

Greenland Minerals Corp.

8 The Green, Ste R

Dover, Delaware 19901

USA

Attention: Kristin Fedchuk

Email: Kristin@harmonyconsulting.ca

Page: 39

(b)	If to Major Precious, to:

Major Precious Greenland A/S

c/o 189 – 1075 West Georgia Street

Vancouver, BC V6E 3C9

Attention: Jason Hawkins

Email: Jason@peloruscap.com

(c)	If to Intrusion, to:

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.

Page: 40

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.

Page: 41

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]

Page: 42

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

GREENLAND MINERALS CORP.
By:	/s/ Kristin Fedchuk
Name:	Kristin Fedchuk
Title:	President
MAJOR PRECIOUS GREENLAND A/S
By:	/s/ Jason Hawkins
Name:	Jason Hawkins
Title:	Director
INTRUSION PRECIOUS METALS CORP.
By:	/s/ Jason Hawkins
Name:	Jason Hawkins
Title:	Director

Page: 43

Schedule A

DESCRIPTION OF THE PROPERTIES

Page: 44

LIST OF MINING CLAIMS

Page: 45

LIST OF MINING LEASES

Page: 46

LAND RIGHTS

Page: 47

Schedule B

AREA OF INTEREST

Page: 48

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.

Page: 49

Schedule D

OTHER ASSETS

Page: 50