10-Q - NMEX - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ___________

Commission File Number

333-146934

NORTHERN MINERALS & EXPLORATION LTD.
(Exact name of registrant as specified in its charter)
Nevada	98-0557171
---	---
(State or other jurisdiction of<br> incorporation or organization)	(IRS Employer<br> Identification No.)
1267 N 680 W, Pleasant Grove, UT	84062
(Address of principal executive offices)	(Zip Code)
(801) 885-9260
---
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common	NMEX	OTC PINK

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐<br><br> <br>Non-accelerated filer ☒<br><br> <br>Emerging growth company ☐	Accelerated filer ☐<br><br> <br>Smaller reporting 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 107,238,932 common shares issued and outstanding as of June 16, 2025.

NORTHERN MINERALS & EXPLORATION LTD.

FORM 10-Q

For the Period ended April 30, 2025

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures About Market Risk	13
Item 4. Controls and Procedures	13
PART II – OTHER INFORMATION	13
Item 1. Legal Proceedings	13
Item 1A. Risk Factors	14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3. Defaults Upon Senior Securities	14
Item 4. Mine Safety Disclosures	14
Item 5. Other Information	14
Item 6. Exhibits	14
SIGNATURES	14

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of April 30, 2025 (Unaudited) and July 31, 2024 (Audited)	4
Condensed Consolidated Statements of Operations for the Three and Nine Months ended April 30, 2025 and 2024 (Unaudited)	5
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months ended April 30, 2025 and 2024 (Unaudited)	6
Condensed Consolidated Statements of Cash Flows for the Nine Months ended April 30, 2025 and 2024 (Unaudited)	7
Notes to Condensed Consolidated Financial Statements (Unaudited)	8

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

			July 31,
			2024
			(Audited)
ASSETS
Current Assets:
Cash	31,732		$	53,139
Total Current Assets	31,732			53,139
Other Assets:
Oil and gas properties	292,200			—
Total other assets	292,200			—
TOTAL ASSETS	323,932		$	53,139
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	44,245		$	1,600
Accrued liabilities	14,448			33,506
Loans payable - current	56,000			86,000
Total Current Liabilities	114,693			121,106
Long Term Liabilities:
Other payables	38,364			38,364
Accounts payable – related party	20,500			26,500
Loan payable – related party	90,000			—
Loan payable – long term	85,000			85,000
TOTAL LIABILITIES	348,557			270,970
Commitments and Contingencies
Stockholders’ Deficit:
Preferred stock, 0.001 par value, 50,000,000 shares authorized; no shares issued	—			—
Common stock, 0.001 par value, 250,000,000 shares authorized; 105,801,032 and 105,301,032 shares issued and outstanding as of April 30, 2025 and July 31, 2024, respectively	105,801			105,301
Common stock to be issued	339,065			—
Additional paid-in-capital	3,253,551			3,215,051
Accumulated deficit	(3,723,042	)		(3,538,183	)
Total Stockholders’ Deficit	(24,625	)		(217,831	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	323,932		$	53,139

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NORTHERN MINERALS & EXPLORATION LTD.<br><br> <br>CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS<br><br> <br>(Unaudited)
	For the Three Months Ended<br> April 30,						For the Nine Months Ended<br> April 30,
---	---	---	---	---	---	---	---	---	---	---	---	---
	2025			2024			2025			2024
Operating expenses:
Officer compensation	$	7,200		$	6,600		$	20,400		$	19,800
Consulting – related party		18,000			18,000			56,650			54,000
Professional fees		35,746			5,750			57,246			28,850
General and administrative expenses		3,680			5,934			41,331			19,370
Total operating expenses		64,626			36,284			175,627			122,020
Loss from operations		(64,626	)		(36,284	)		(175,627	)		(122,020	)
Other expense:
Interest expense		(3,436	)		(2,870	)		(9,232	)		(8,600	)
Total other expense		(3,436	)		(2,870	)		(9,232	)		(8,600	)
Loss before provision for income taxes		(68,062	)		(39,154	)		(184,859	)		(130,620	)
Provision for income taxes		—			—			—			—
Net Loss	$	(68,062	)	$	(39,154	)	$	(184,859	)	$	(130,620	)
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted		105,688,672			96,082,505			105,466,473			92,163,33

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2025 AND 2024

(Unaudited)

	Common		Common<br><br> <br>Stock		Additional<br><br> <br>Paid-in		Common<br><br> <br>Stock To			Accumulated			Total<br><br> <br>Stockholders’
	Stock		Amount		Capital		be Issued			Deficit			Deficit
Balance, July 31, 2024		105,301,032	$	105,301	$	3,215,051	$	—		$	(3,538,183	)	$	(217,831	)
Common stock issued for services		100,000		100		18,900		—			—			19,000
Net loss		—		—		—		—			(77,462	)		(77,462	)
Balance, October 31, 2024		105,401,032		105,401		3,233,951		—			(3,615,645	)		(276,293	)
Common stock issued for cash – related party		—		—		—		35,000			—			35,000
Net loss		—		—		—		—			(39,335	)		(39,335	)
Balance, January 31, 2025		105,401,032		105,401		3,233,951		35,000			(3,654,980	)		(280,628	)
Common stock issued for cash – related party		400,000		400		19,600		(20,000	)		—			—
Common stock issued for oil and gas rights		—		—		—		267,200			—			267,200
Common stock issued for debt settlement		—		—		—		56,865			—			56,865
Net loss		—		—		—		—			(68,062	)		(68,062	)
Balance, April 30, 2025		105,801,032	$	105,801	$	3,253,551	$	339,065		$	(3,723,042	)	$	(24,625	)
	Common		Common<br><br> <br>Stock		Additional<br><br> <br>Paid-in		Common<br><br> <br>Stock To			Accumulated			Total<br><br> <br>Stockholders’
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Stock		Amount		Capital		be Issued			Deficit			Deficit
Balance, July 31, 2023		89,059,357	$	89,059	$	2,987,668	$	30,000		$	(3,367,843	)	$	(261,116	)
Common stock issued for cash – related party		—		—		—		25,000			—			25,000
Net loss		—		—		—		—			(61,690	)		(61,690	)
Balance, October 31, 2023		89,059,357		89,059		2,987,668		55,000			(3,429,533	)		(297,806	)
Common stock issued for cash – related party		2,666,666		2,666		37,334		—			—			40,000
Common stock issued for cash		1,575,000		1,575		22,050		—			—			23,625
Net loss		—		—		—		—			(29,776	)		(29,776	)
Balance, January 31, 2024		93,301,023		93,300		3,047,052		55,000			(3,459,309	)		(263,957	)
Common stock issued for cash – related party		5,000,001		5,001		69,999		(30,000	)		—			45,000
Common stock issued for cash		333,333		333		4,667		20,000			—			25,000
Net loss		—		—		—		—			(39,154	)		(39,154	)
Balance, April 30, 2024		98,634,357	$	98,634	$	3,121,718	$	45,000		$	(3,498,463	)	$	(233,111	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended<br> April 30,
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(184,859	)	$	(130,620	)
Adjustments to reconcile net loss to net cash used in Operating activities:
Common stock issued for services		19,000			—
Changes in Operating Assets and Liabilities:
Accounts payable		30,145			987
Accounts payable – related party		(6,000	)		—
Accrued liabilities		7,807			6,050
Net cash used in operating activities		(133,907	)		(123,583	)
Cash Flows used in Investing Activities:
Purchase of oil and gas rights		(12,500	)		—
Net cash used in investing activities		(12,500	)		—
Cash Flows from Financing Activities:
Proceeds from the sale of common stock – related party		35,000			110,000
Proceeds from the sale of common stock		—			48,625
Proceeds from note payable – related party		90,000			—
Net cash provided by financing activities		125,000			158,625
Net change in cash		(21,407	)		35,042
Cash at beginning of the period		53,139			6,900
Cash at end of the period	$	31,732		$	41,942
Cash paid during the period for:
Interest	$	3,825		$	2,550
Taxes	$	—		$	—
Non-cash investing and financing activities:
Common stock issued to oil and gas rights	$	267,200		$	—
Common stock issued for debt settlement	$	56,865		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Northern Minerals & Exploration Ltd.

Notes to Consolidated Financial Statements

April 30, 2025

(Unaudited)

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

Northern Minerals & Exploration Ltd. (the “Company”) is a natural resource company operating in oil and gas production in central Texas and exploration for gold and silver in northern Nevada.

The Company was incorporated in Nevada on December 11, 2006 under the name Punchline Entertainment, Inc. On August 22, 2012, the Company’s board of directors approved an agreement and plan of merger to effect a name change of the Company from Punchline Entertainment, Inc. to Punchline Resources Ltd. On July 12, 2013, the stockholders approved an amendment to change the name of the Company from Punchline Resources Ltd. to Northern Mineral & Exploration Ltd. FINRA approved the name change on August 13, 2013.

On November 22, 2017, the Company created a wholly owned subsidiary, Kathis Energy LLC (“Kathis”) for the purpose of conducting oil and gas drilling programs in Texas.

On December 14, 2017, Kathis Energy, LLC and other Limited Partners, created Kathis Energy Fund 1, LP, a limited partnership created for raising investor funds.

On May 7, 2018, the Company created ENMEX LLC, a wholly owned subsidiary in Mexico, for the purposes of managing and operating its investments in Mexico including but not limited to the Joint Venture opportunity being negotiated with Pemer Bacalar on the 61 acres on the Bacalar Lagoon on the Yucatan Peninsula. There was no activity from inception to date.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending July 31, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2024.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Cash and Cash Equivalents

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of April 30, 2025 and July 31, 2024.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Kathis Energy LLC, Kathis Energy Fund 1, LLP and Enmex Operations LLC. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.

Mineral Property Acquisition and Exploration Costs

Mineral property acquisition and exploration costs are expensed as incurred until such time as economic reserves are quantified. Cost of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. We have chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once our company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized over the estimated life of the probable-proven reserves. When our company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value.

Oil and Gas Properties

The Company follows the successful efforts method of accounting for its oil and gas properties. Under this method of accounting, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense. The costs of development wells are capitalized whether those wells are successful or unsuccessful. Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts. Depletion and amortization of oil and gas properties are computed on a well-by-well basis using the units-of-production method.

Unproved property costs are not subject to amortization and consist primarily of leasehold costs related to unproved areas. Unproved property costs are transferred to proved properties if the properties are subsequently determined to be productive and are assigned proved reserves. Proceeds from sales of partial interest in unproved leases are accounted for as a recovery of cost without recognizing any gain until all cost is recovered. Unproved properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks or future plans to develop acreage.

Asset Retirement Obligation

Accounting Standards Codification (“ASC”) Topic 410, Asset Retirement and Environmental Obligations (“ASC 410”) requires an entity to recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred. The net estimated costs are discounted to present values using credit-adjusted, risk-free rate over the estimated economic life of the oil and gas properties. Such costs are capitalized as part of the related asset. The asset is depleted on the equivalent unit-of-production method based upon estimates of proved oil and natural gas reserves. The liability is periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense and (4) revisions to estimated future cash flow requirements.

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share—Overall—Other Presentation Matters. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.

For the three and nine months ended April 30, 2025 and 2024, the Company had no potentially dilutive shares of common stock.

Recently issued accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 — GOING CONCERN

The accompanying financial statements are prepared and presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, they do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. As of April 30, 2025, the Company has an accumulated deficit of $3,723,042. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 — OIL AND GAS PROPERTY

On April 11, 2025, the Company and Lost Creek Acquisitions, LLC entered into a Purchase Agreement, whereby the Company purchased the rights to the Phase I Wells. The purchase price is $25,000 cash and 4,000,000 shares of common Stock. The shares were valued at $0.0668, the closing stock price on April 11, 2025, for a value of $267,200. As of April 11, 2025, $12,500 of the $25,000 has been paid and the shares are disclosed as common stock to be issued. The total purchase price was $292,200, which has been capitalized to the balance sheet.

NOTE 5 — LOANS PAYABLE

On April 16, 2017, the Company executed a promissory note for $15,000 with a third party. The note matures in two years and interest is set at $3,000 for the full two years. As of July 31, 2024, there is $15,000 and $9,375 of principal and accrued interest, respectively, due on this loan. As of April 30, 2025, there was $15,000 and $10,500 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

On June 11, 2020, a third party loaned the Company $14,000. On March 3, 2021, the party loaned another $5,000 to the Company. During the year ended July 31, 2022, the Company repaid $15,000 of the loan. During the year ended July 31, 2023, the Company borrowed an additional $7,000. The loan is unsecured, non-interest bearing and due on demand. As of April 30, 2025, there is a balance due of $11,000.

During the year ended July 31, 2020, a third party loaned the Company $60,000. The loan is unsecured, bears interest at 8% per annum and matures on September 1, 2021. On April 30, 2025, the Company and the third party entered into a debt settlement agreement, whereby the parties agreed to settle the outstanding principal and interest for $30,000 in cash and 1,137,900 shares of common stock at $0.05 per share. As of July 31, 2024, there is $60,000 and $23,265 of principal and accrued interest, respectively, due on this loan. As of April 30, 2025, there is $30,000 and $0 of principal and interest accrued on this note. As of April 30, 2025, the shares have not yet been issued by the transfer agent and are disclosed as common stock to be issued.

On June 1, 2023, the Company issued a Promissory Note to Golden Sands Exploration Inc, for $85,000. The note bears interest at 6% and matures on June 1, 2026. Interest is to be paid quarterly with the first payment due on or before September 1, 2023. As of July 31, 2024, there is $85,000 and $886 of principal and accrued interest, respectively, due on this loan. As of April 30, 2025, there is $85,000 and $898 of principal and accrued interest, respectively, due on this loan.

NOTE 6 — COMMON STOCK TRANSACTION

On October 18, 2024, the Company granted 100,000 shares of common stock for services. The shares were valued at $0.19, the closing stock price on the date of grant, for total non-cash expense of $19,000.

Refer to Note 8 for transactions with related parties.

NOTE 7 — RELATED PARTY NOTE PAYABLE

The Company has a line of credit (“LOC”) with Mr. Miranda, a former director, for up to $500,000. The LOC bears interest at 5% to be paid quarterly and matures in five years. As of April 30, 2025, there is $90,000 and $500 of principal and accrued interest, respectively, due on the LOC.

NOTE 8 — RELATED PARTY TRANSACTIONS

For the nine months ending April 30, 2025 and 2024, total payments of $54,000 and $54,000, respectively, were made to Noel Schaefer, a Director of the Company, for consulting services. As of April 30, 2025 and July 31, 2024, there is $20,500 and $26,500 , respectively, credited to other payables (long term).

For the nine months ending April 30, 2025, total payments of $2,650 were made to Ivan Webb, CEO of the Company, for consulting services.

During the nine months ending April 30, 2025, Victor Miranda, a former Director, purchased 300,000 shares of common stock for total proceeds of $15,000. As of April 30, 2025, the shares have not yet been issued by the transfer agent and are disclosed as common stock to be issued.

During the nine months ending April 30, 2025, Robert Campbell, a former Director, purchased 400,000 shares of common stock for total proceeds of $20,000.

On March 12, 2025, Robert Campbell resigned as Director and Secretary of the Company.

On April 30, 2025, Victor Miranda resigned as Director of the Company.

NOTE 9 — SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that there are no material subsequent events to disclose in these unaudited financial statements other than the following.

Subsequent to April 30, 2025, the company’s transfer agent issued 300,000 shares of common stock due to Mr. Miranda as of April 30, 2025 and 1,137,900 shares of common stock due to Karl Herger as of April 30, 2025.

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and the risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our unaudited financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Northern Minerals & Exploration Ltd., unless otherwise indicated.

General Overview

We are an emerging natural resource company operating in oil and gas production in central Texas and exploration for gold and silver in northern Nevada.

Results of Operations

Results of Operations for the Three Months Ended April 30, 2025 Compared to the Three Months Ended April 30, 2024

Revenue

We had no revenue for the three months ended April 30, 2025 and 2024.

Officer compensation

Officer compensation was $7,200 and $6,600 for the three months ended April 30, 2025 and 2024, respectively. Officer’s compensation is paid to our CFO and has increased $200 a month in the current period.

Consulting – related party

Consulting – related party services were $18,000 and $18,000 for the three months ended April 30, 2025 and 2024, respectively. Fees are paid to Noel Schaefer, Director, but are recorded as consulting fees.

Professional fees

Professional fees were $35,746 and $5,750 for the three months ended April 30, 2025 and 2024, respectively, an increase of $29,996. Professional fees generally consist of legal and audit expenses. The increase is due to an increase in legal fees.

General and administrative

General and administrative expenses were $3,680 and $5,934 for the three months ended April 30, 2025 and 2024, respectively, a decrease of $2,254 or 38%.

Interest expense

During the three months ended April 30, 2025 and 2024, we had interest expense of $3,436 and $2,870, respectively, an increase of $566 or 19.7%. The increase is in conjunction with an increase in our loan payable balance.

Net Loss

For the three months ended April 30, 2025, we had a net loss of $68,062 as compared to a net loss of $39,154 for the three months ended April 30, 2024 an increase to our net loss of $28,908 or 73.8%. The increase is due to the reasons discussed above.

Results of Operations for the Nine Months Ended April 30, 2025 Compared to the Nine Months Ended April 30, 2024

Revenue

We had no revenue for the nine months ended April 30, 2025 and 2024.

Officer compensation

Officer compensation was $20,400 and $19,800 for the nine months ended April 30, 2025 and 2024, respectively. Officer’s compensation is paid to our CFO and has increased $200 a month in the current period

Consulting – related party

Consulting – related party services were $56,650 and $54,000 for the nine months ended April 30, 2025 and 2024, respectively. Fees are paid to Noel Schaefer, Director, but are recorded as consulting fees. In the current period we paid an additional $2,650 to our CEO for consulting fees.

Professional fees

Professional fees were $57,246 and $28,850 for the nine months ended April 30, 2025 and 2024, respectively, an increase of $28,396 or 98.4%. Professional fees generally consist of legal and audit expenses. In the current period we had an increase in legal fees.

General and administrative

General and administrative expenses were $41,331 and $19,370 for the nine months ended April 30, 2025 and 2024, respectively, an increase of $21,961 or 113.4%. In the current period we issued common stock for services valued at $19,000.

Interest expense

During the nine months ended April 30, 2025 and 2024, we had interest expense of $9,232 and $8,600 respectively, an increase of $632 or 7.3%. The increase is in conjunction with an increase in our loan payable balance.

Net Loss

For the nine months ended April 30, 2025, we had a net loss of $184,859 as compared to a net loss of $130,620 for the nine months ended April 30, 2024 an increase to our net loss of $54,239 or 41.5%. The increase is due to the reasons discussed above.

Liquidity and Financial Condition

Operating Activities

Cash used by operating activities was $133,907 for the nine months ended April 30, 2025. Cash used for operating activities was $123,583 for the nine months ended April 30, 2024.

Investing Activities

During the nine months ended April 30, 2025, the Company used $12,500 for the purchase of oil and gas rights.

Financing Activities

Net cash provided by financing activities was $125,000 for the nine months ended April 30, 2025. We received $90,000 from related party loans and $35,000 from the sale of common stock to our former directors. For the nine months ended April 30, 2024, we received $158,625 from the sale of our common stock, $110,000 of which was from a related party.

We had the following loans outstanding as of April 30, 2025:

On April 16, 2017, the Company executed a promissory note for $15,000 with a third party. The note matures in two years and interest is set at $3,000 for the full two years. As of April 30, 2025, there was $15,000 and $10,500 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

We will require additional funds to fund our budgeted expenses over the next twelve months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

Refer to Note 2 of our financial statements contained elsewhere in this Form 10-Q for a summary of our critical accounting policies and recently adopted and issued accounting standards.

Item 3.	Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

Item 4.	Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of quarter covered by this report. Based on the evaluation of these disclosure controls and procedures the chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective.

Changes in Internal Controls

During the quarter covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 1A.	Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

None,

Item 3.	Defaults Upon Senior Securities

None.

Item 4.	Mine Safety Disclosures

Not applicable.

Item 5.	Other Information

None.

Item 6.	Exhibits
Exhibit<br><br> <br>Number	Exhibit Description
---	---
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002.
31.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002.
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002.
(101)**	Interactive Data File
101.INS	Inline iXBRL Instance Document
101.SCH	Inline iXBRL Taxonomy Extension Schema Document.
101.CAL	Inline iXBRL Taxonomy Extension Calculation Link base Document.
101.DEF	Inline iXBRL Taxonomy Extension Definition Link base Document.
101.LAB	Inline iXBRL Taxonomy Extension Label Link base Document.
101.PRE	Inline iXBRL Taxonomy Extension Presentation Link base Document.
104	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)
*	(a) Filed herewith.
---	---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NORTHERN MINERALS & EXPLORATION LTD.
Dated: June 16, 2025	/s/ Ivan Webb
	Ivan Webb
	Chief Executive Officer
	/s/ Noel Schaefer
	Noel Schaefer
	Chief Operating Officer and Director
	/s/ Rachel Boulds
	Rachel Boulds
	Chief Financial Officer

ex_829300.htm

EXHIBIT 31.1

Certification of Chief Financial Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002-Rule 13a-14(a)/15d –14(a)

I, Rachel Boulds, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended April 30, 2025, for Northern Minerals & Exploration Ltd. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
---	---
b)	Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
/s/ Rachel Boulds
---
Rachel Boulds<br><br> <br>Chief Financial Officer

Date: June 16, 2025

ex_829301.htm

EXHIBIT 31.2

Certification of Chief Executive Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002-Rule 13a-14(a)/15d –14(a)

I, Ivan Webb, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended April 30, 2025, for Northern Minerals & Exploration Ltd. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
---	---
b)	Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
/s/ Ivan Webb
---
Ivan Webb<br><br> <br>Chief Executive Officer

Date: June 16, 2025

ex_829302.htm

EXHIBIT 32.1

Certification of Periodic Financial Reports

Pursuant to 18 U.S.C. Section 1350

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned hereby certify that they are the duly appointed and acting Chief Executive Officer and Chief Financial Officer of Northern Minerals & Exploration Ltd., and hereby further certify as follows:

1.	The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934.
2.	The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
---	---

In witness whereof, the undersigned have executed and delivered this certificate as of the date set forth opposite their signatures below.

Date: June 16, 2025	/s/ Ivan Webb
	Ivan Webb
	Chief Executive Officer
Date: June 16, 2025	/s/ Rachel Boulds
---	---
	Rachel Boulds
	Chief Financial Officer