Greenland Resources Inc. — Proxy Solicitation & Information Statement 2025

May 23, 2025

GREENLAND RESOURCES INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) of Greenland Resources Inc. (the “Corporation”) will be held at 110 Yonge Street, Suite 1601, Toronto, Ontario M5C 1T4 on May 23, 2025 at 7:30 a.m. (Toronto time). The purpose of the Meeting is for the Shareholders to:

1. to receive the audited financial statements of the Corporation for the years ended March 31, 2024 and March 31, 2023 and the report of the auditors thereon;
2. to elect the directors of the Corporation for the ensuing year;
3. to appoint McGovern Hurley LLP as the auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;
4. to consider and, if deemed appropriate, approve the continuation of the Corporation’s 10% rolling long-term incentive plan; and
5. transact such other business as may properly be brought before the Meeting, or at any adjournment thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the management information circular dated April 8, 2025 (the “Circular”).

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is April 8, 2025 (the “Record Date”). Shareholders whose names have been entered in the register of shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof.

The Corporation has elected to use the notice-and-access provisions adopted by the Canadian Securities Administrators (“Notice-and-Access”) to distribute proxy-related materials to Shareholders. Notice-and-Access is a set of rules that allow reporting issuers to post electronic versions of proxy-related materials on SEDAR+ and on one additional website, rather than mailing paper copies to Shareholders. The use of Notice-and-Access will reduce the Corporation’s printing and mailing costs and is more environmentally friendly as it will help to reduce paper use. Shareholders have the right to request hard copies of any materials posted online by the Corporation under Notice-and-Access. The Corporation will not use procedures known as “stratification” in relation to the use of the Notice-and-Access provisions. Meeting materials, including the Circular, are available under the Corporation’s SEDAR+ profile at www.sedarplus.ca and at https://capitaltransferagency.com/agm-asm. Shareholders may also obtain paper copies of the Circular, financial statements and the management discussion and analysis free of charge by contacting Capital Transfer Agency toll free at 1-844-499-4482 or upon request to the Secretary of the Corporation.

Shareholders are entitled to vote at the Meeting either in person or by proxy in accordance with the procedures described in the Circular accompanying this notice. The Corporation is encouraging all shareholders to vote by proxy in advance of the Meeting. If you are a registered Shareholder, please date and execute the accompanying form of proxy and return it in the envelope provided to Capital Transfer Agency, the registrar and transfer agent of the Corporation, at 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2, or by facsimile, at (416) 350-5008, by no later than 5:00 p.m. (Toronto time) on May 21, 2025, or two business days preceding the date of any adjournment or postponement. If you are not a registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy in accordance with the instructions provided to you by your broker or by the other intermediary.

SHAREHOLDERS ARE REMINDED TO REVIEW THE MANAGEMENT INFORMATION CIRCULAR BEFORE VOTING.

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DATED at Toronto, Ontario this 8th day of April, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Ruben Shiffman”

Ruben Shiffman
Executive Chairman

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