Summary

1. INTRODUCTION

1.1 This request for arbitration ("Request") is issued on behalf of Greenland Minerals A/S ("GMAS" or the "Claimant"), pursuant to section 20 of the "Standard Terms for Exploration Licences for Minerals (Excluding Hydrocarbons) in Greenland" ("Standard Terms")1, and section 21 of the Danish Arbitration Act 2005 (Act No. 553 of 24 June 2005 on Arbitration as amended) ("Arbitration Act"). GMAS is a subsidiary of Greenland Minerals Ltd ("GML"), an Australian public company listed on the Australian Securities Exchange ("ASX").

1.2 GMAS hereby submits to arbitration the dispute that has arisen between GMAS and the Government of Greenland ("Naalakkersuisut" or the "First Respondent") regarding questions concerning the Exploration Licence held by GMAS ("Exploration Licence")2 for the Kvanefjeld or Kuannersuit rare earths project in southern Greenland ("Project" or "Kvanefjeld"). For reasons explained further below, the dispute concerning the Exploration Licence also arises between GMAS and the Government of the Kingdom of Denmark ("Danish Government" or the "Second Respondent"), which, though a non-signatory, is bound by the arbitration agreement contained within the Exploration Licence, and has had relevant involvement in the Project and Exploration Licence.

1.3 This dispute arises out of targeted steps taken by the newly elected Naalakkersuisut in seeking to block the progress of the Project, after GMAS invested in and worked on the Project with the active support of previous governments for over 14 years. In 2021, Naalakkersuisut caused the promulgation of controversial legislation, in the form of Greenland Parliament Act No. 20 of 1 December 2021 to ban uranium prospecting, exploration and exploitation, etc.

("Act No. 20").3 Representatives of Naalakkersuisut have explained to GMAS that it will not be possible for the Project to proceed as planned, and GMAS' current application for an exploitation licence ("Exploitation Licence Application") will be refused because, although the focus of the Project is the extraction and exploitation of rare earth elements, it will also involve the extraction of uranium at a level above the 100 ppm (0.01%) limit stated in the new law.

1.4 GMAS is commencing this arbitration because there is currently a dispute as to GMAS' entitlements under the Exploration Licence and the applicable law, and GMAS wants to understand its prevailing entitlements. Hence, GMAS seeks a formal determination of the effect, if any, of Act No. 20 on GMAS' entitlement, under section 14 of the Standard Terms of the Exploration Licence, to the grant of an exploitation licence for the Project. In this regard, GMAS notes that aspects of Act No. 20 (and its preparatory works) indicate that Act No. 20 does not have the effect that representatives of Naalakkersuisut have stated to GMAS. These indicia include clear wording in the statute itself, which specify that it does not apply to existing licences, and the preparatory works to the statute, which emphatically state that it does not apply to the extent that its application would result in an expropriation. Indeed, representatives of Naalakkersuisut have recently confirmed that Act No. 20 only applies to the extent that it does not amount to an expropriation.

1.5 It is clear from the statute and parliamentary records that Act No. 20 was the product of a delicate legislative process, in which legitimate questions were posed by several stakeholders regarding the effects of the proposed law, including whether it would have expropriatory effects. Indeed, allegations have recently been made in the Greenland Parliament that Naalakkersuisut concealed information in the legislative process, namely an external legal assessment regarding possible liability on the part of Naalakkersuisut if Act No. 20 were to be enacted. The product of this problematic legislative process is an incongruous statute that seeks to have it both ways: on the one hand, to eviscerate GMAS' entitlement to an exploitation licence for the Project, and on the other hand, to avoid the legal consequences of that evisceration - including liability for expropriation. This outcome is manifestly impermissible under the applicable law, including international law.

1.6 It is self-evident from the fact that Naalakkersuisut felt the need to embark upon this fraught legislative process, in order to make good on its election promise to stop the Project, that Naalakkersuisut was fully aware that it was under a legal obligation to grant GMAS an exploitation licence. Fundamentally, GMAS brings these proceedings to vindicate its entitlement to an exploitation licence or, if GMAS has been deprived of that entitlement in violation of the Exploration Licence and the applicable law, obtain damages.

1.7 The background to the dispute is provided below, along with the specific questions that GMAS poses for determination by the tribunal.

2. REFERRAL OF DISPUTE TO ARBITRATION

2.1 By this Request, GMAS refers its dispute with Naalakkersuisut and the Danish Government to arbitration under section 20 of the Standard Terms of the Exploration Licence, and the Arbitration Act.

2.2 The Standard Terms are incorporated by reference into the Exploration Licence, which has been held by GMAS since June 2008. Section 20 of the Standard Terms sets out the regime for the resolution of disputes concerning the Exploration Licence. Naalakkersuisut has provided its consent to the referral of disputes to arbitration, in accordance with the terms of section 20 of the Standard Terms, which, relevantly, provide that:

"disputes arising between the Government of Greenland and the licensee regarding questions concerning the licence will be finally decided upon by a board of arbitration, appointed pursuant to sections 2003-2006."4

2.3 At the time the Exploration Licence (including the Standard Terms) was first issued in 2005, the regulation of mining in Greenland was the joint responsibility of Naalakkersuisut and the Danish Government (this system remained in place until 2010).5 In this period, administrative power over mineral resources was exercised by Naalakkersuisut under joint responsibility with the Danish Government. As part of this system, rights to revenue from mineral resources were shared between Greenland and Denmark.6 In accordance with the then-prevailing Danish legislation, the Exploration Licence was granted with the agreement of both Naalakkersuisut and the Danish Government.7 On this basis, and in view of (a) the broader political and sovereign interests of the Danish Government with respect to Greenland and its mineral resources since before 2007, and (b) the fact that the Danish Government was involved in the Exploration Licence and Project, GMAS submits that the Danish Government is bound by the arbitration agreement in section 20 of the Standard Terms of the Exploration Licence. The Danish Government is so bound by virtue of the following legal principles and doctrines under the applicable law(s): (i) implicit consent; (ii) agency; (iii) its status as a third-party beneficiary; (iv) estoppel and/or (v) attribution and State responsibility. Relevant conduct and involvement of the Danish Government in relation to the Exploration Licence and Project spans the period prior and subsequent to entry into the arbitration agreement.

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