Northern Minerals & Exploration Ltd 10-Q for FY2023 Q2
Northern Minerals & Exploration Ltd. (NMEX)
About this 10-Q
Northern Minerals & Exploration Ltd filed this 10-Q on March 17, 2023, covering the quarter ended January 31, 2023 (FY2023 Q2).
Headline figures
Quarter ended January 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $26.87K
- compared with a net loss of $28.51K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
For the quarterly period ended
or
For the transition period from _________ to ___________
Commission File Number
NORTHERN MINERALS & EXPLORATION LTD. |
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
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____________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
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).
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 | ☐ | Accelerated filer | ☐ |
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Emerging growth company |
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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
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.
NORTHERN MINERALS & EXPLORATION LTD.
FORM 10-Q
For the Period ended January 31, 2023
TABLE OF CONTENTS
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
NORTHERN MINERALS & EXPLORATION LTD.
Condensed Consolidated Balance Sheets as of January 31, 2023 (unaudited) and July 31, 2022 (audited) |
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Notes to Condensed Consolidated Financial Statements (unaudited) |
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NORTHERN MINERALS & EXPLORATION LTD. |
CONDENSED CONSOLIDATED BALANCE SHEETS |
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ASSETS |
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Current Assets: |
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Cash |
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Total Current Assets |
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TOTAL ASSETS |
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LIABILITIES & STOCKHOLDERS’ DEFICIT |
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Current Liabilities: |
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Accounts payable |
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Accounts payable – related party |
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Advance payable – related party |
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Accrued liabilities |
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Loans payable |
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Total Current Liabilities |
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TOTAL LIABILITIES |
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Commitments and Contingencies |
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Stockholders’ Deficit: |
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Preferred stock, $ |
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Common stock, $ |
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Common stock to be issued |
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Additional paid-in-capital |
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Accumulated deficit |
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Total Stockholders’ Deficit |
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TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NORTHERN MINERALS & EXPLORATION LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
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Operating expenses: |
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Officer compensation |
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Consulting – related party |
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Professional fees |
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General and administrative expenses |
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Total operating expenses |
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Loss from operations |
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Other income (expense): |
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Interest expense |
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Other income |
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Gain on forgiveness of debt |
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Total other income (expense) |
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Loss before provision for income taxes |
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Provision for income taxes |
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Net Loss |
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Net loss per share, basic and diluted |
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Weighted average number of common shares outstanding, basic and diluted |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
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| Table of Contents |
NORTHERN MINERALS & EXPLORATION LTD. |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) |
FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2023 AND 2022 |
(Unaudited) |
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Balance, July 31, 2021 |
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Common stock issued for cash |
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Common stock issued for cash – related party |
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Common stock issued for conversion of debt and accrued interest |
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Net loss |
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Balance, October 31, 2021 |
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Common stock issued for cash |
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Common stock issued for cash – related party |
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Common stock issued for conversion of debt and accrued interest – related party |
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Contributed capital |
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Net loss |
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Balance, January 31, 2022 |
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Balance, July 31, 2022 |
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Net loss |
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Balance, October 31, 2022 |
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Common stock issued for cash |
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Common stock issued for cash – related party |
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Net loss |
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Balance, January 31, 2023 |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
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| Table of Contents |
NORTHERN MINERALS & EXPLORATION LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) |
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Cash Flows from Operating Activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in Operating activities: |
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Gain on forgiveness of debt |
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Changes in Operating Assets and Liabilities: |
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Accrued liabilities |
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Net cash used in operating activities |
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Cash Flows used in Investing Activities: |
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Cash Flows from Financing Activities: |
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Proceeds from loan payable |
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Proceeds from loan payable – related party |
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Repayment of loan payable |
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Proceeds from the sale of common stock – related party |
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Proceeds from the sale of common stock |
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Net cash provided by financing activities |
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Net change in cash |
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Cash at beginning of the period |
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Cash at end of the period |
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Cash paid during the period for: |
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Interest |
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Taxes |
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Supplemental disclosure of non-cash activity: |
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Conversion of debt and accrued interest |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
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| Table of Contents |
Northern Minerals & Exploration Ltd.
Notes to Consolidated Financial Statements
January 31, 2023
(Unaudited)
NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS
Northern Minerals & Exploration Ltd. (the “Company”) is an emerging 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, 2023. 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, 2022.
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 January 31, 2023 and July 31, 2022.
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.
| F-6 |
| Table of Contents |
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. Although the Company has recognized minimal levels of production and revenue in the past, none of its property have proved reserves. Therefore, the Company’s properties are designated as unproved properties.
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. To date, the Company has very few operating wells. Currently, the Company has one working well. Because there is only one active well on the Ritchie Lease with a
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 six months ended January 31, 2023, the Company had no potentially dilutive shares of common stock. For the six months ended January 31, 2022, the Company had
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.
| F-7 |
| Table of Contents |
NOTE 3 — GOING CONCERN
The accompanying unaudited 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. Since inception to January 31, 2023, the Company has an accumulated deficit of $
NOTE 4 — WINNEMUCCA MOUNTAIN PROPERTY
On September 14, 2012, we entered into an option agreement with AHL Holdings Ltd., and Golden Sands Exploration Inc. (“Optionors”), wherein we acquired an option to purchase an
On July 23, 2018, the Company entered into a New Option Agreement with the Optionors. This agreement provided for the payment of $
On March 25, 2019 the Company entered into a New Option Agreement with the Optionors. As stated in the New Option Agreement the Company has agreed to certain terms and conditions to have the right to earn an
The Company’s firm commitments per the March 25, 2019, option agreement total $
The Company has received notice from the Optionors, effective October 27, 2020, that its Option Agreement to earn an interest in the Winnemucca Mountain Gold Property has been terminated for being in default of certain terms and conditions of the Agreement. Management is in discussions with the principals of the Winnemucca property to resolve any outstanding obligations.
The Company does not fully agree with the amount due and is working to resolve the issue.
NOTE 5 — LOANS PAYABLE
On April 16, 2017, the Company executed a promissory note for $
| F-8 |
| Table of Contents |
On June 11, 2020, a third party loaned the Company $
During the year ended July 31, 2020, a third party loaned the Company $
NOTE 6 — COMMON STOCK TRANSACTION
During the six months ended January 31, 2023, the Company sold
Refer to Note 8 for shares sold to a related party.
NOTE 7 — COMMITMENTS AND CONTINGENCIES
On April 13, 2021, the Company entered into an agreement with Foster S. Zeiders, one of the owners of the Calihoma Partners LLC (“Fosters’). Per the terms of the agreement Foster is willing to transfer to NMEX Natural Gas LLC, (a subsidiary of the Company still to be created), all of his interest, including but not limited to a
During the initial period of this Agreement if either party hereto for reasonable cause determines that membership interests in Calihoma Partners LLC should no longer be held by NMEX Natural Gas LLC. Foster shall exchange his shares in Northern for the membership interests in NMEX Natural Gas LLC, and Northern will convey such membership interests to Foster in exchange for his stock in Northern, and NMEX Natural Gas LLC shall become wholly owned by Foster. Foster shall serve as Manager of NMEX Natural Gas LLC until Northern determines to convey the interests in Calihoma Partners or one year whichever is shorter. As of January 31, 2023, the initial
NOTE 8 — RELATED PARTY TRANSACTIONS
For the six months ended January 31, 2023 and 2022, total payments of $
As of January 31, 2023 and July 31, 2022, there is $
On January 9, 2023, Ivan Webb, CEO, advanced the Company $
During the six months ended January 31, 2023, Mr. Webb purchased
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 the following material subsequent events to disclose.
Subsequent to January 31, 2023, the Company sold
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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.
Current Business
Refer to NOTE 4 for property information.
Results of Operations
Results of Operations for the Three Months Ended January 31, 2023 and 2022
Revenue
We had no revenue for the three months ended January 31, 2023 and 2022.
Officer compensation
Officer compensation was $6,600 and $6,600 for the three months ended January 31, 2023 and 2022, respectively. Officer compensation is paid to our CFO.
Consulting – related party
Consulting – related party services were $18,000 and $20,000 for the three months ended January 31, 2023 and 2022, respectively. Fees are paid to Noel Schaefer, Director, but are recorded as consulting fees. Mr. Schaefer’s fee was increased from $5,000 to $6,000 per month on August 1, 2022.
Professional fees
Professional fees were $0 and $5,945 for the three months ended January 31, 2023 and 2022, respectively, a decrease of $5,945. Professional fees generally consist of legal, audit and accounting expense. The decrease can be attributed to a decrease in audit fees billed during the period.
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General and administrative
General and administrative expense was $1,151 and $5,025 for the three months ended January 31, 2023 and 2022, respectively, a decrease of $3,875 or 77.1%.
Interest expense
During the three months ended January 31, 2023 and 2022, we had interest expense of $1,585 and $10,392, respectively. The decrease is due to the repayment and/or conversion of debt prior to the current quarter.
Other income
During the three months ended January 31, 2023 and 2022, we recognized other income of $465 and $2,287. In the prior year we also recognized a gain on forgiveness of debt of $17,167.
Net Loss
For the three months ended January 31, 2023, we had a net loss of $26,871 as compared to a net loss of $28,508 for the three months ended January 31, 2022, a decrease of $1,637, or 5.7%.
Results of Operations for the Six Months Ended January 31, 2023 and 2022
Revenue
We had no revenue for the six months ended January 31, 2023 and 2022.
Officer compensation
Officer compensation was $13,200 and $13,200 for the six months ended January 31, 2023 and 2022, respectively. Officer compensation is paid to our CFO.
Consulting – related party
Consulting – related party services were $36,000 and $35,000 for the six months ended January 31, 2023 and 2022, respectively. Fees are paid to Noel Schaefer, Director, but are recorded as consulting fees. Mr. Schaefer’s fee was increased from $5,000 to $6,000 per month on August 1, 2022.
Professional fees
Professional fees were $16,500 and $25,395 for the six months ended January 31, 2023 and 2022, respectively, a decrease of $8,895 or 35%. Professional fees generally consist of legal, audit and accounting expense. The decrease can be attributed to a decrease in audit fees billed during the period.
General and administrative
General and administrative expense was $11,703 and $15,472 for the six months ended January 31, 2023 and 2022, respectively, a decrease of $3,769 or 24.4%.
Interest expense
During the six months ended January 31, 2023 and 2022, we had interest expense of $3,170 and $12,376, respectively. The decrease is due to the repayment and/or conversion of debt prior to the current quarter.
Other income
During the six months ended January 31, 2023 and 2022, we recognized other income of $1,946 and $2,287. In the prior year we also recognized a gain on forgiveness of debt of $17,167.
Net Loss
For the six months ended January 31, 2023, we had a net loss of $78,627 as compared to a net loss of $81,989 for the six months ended January 31, 2022, a decrease of $3,362, or 4.1%.
Liquidity and Financial Condition
Operating Activities
Cash used by operating activities was $59,957 for the six months ended January 31, 2023. Cash used for operating activities was $103,169 for the six months ended January 31, 2022.
Financing Activities
Net cash provided by financing activities was $55,000 for the six months ended January 31, 2023. We received $50,000 from the sale of our common stock. $10,000 of which was from a related party, and $5,000 from a related party loan.
Net cash provided by financing activities was $155,550 for the six months ended January 31, 2022. We received $160,550 from the sale of our common stock and $5,000 from a loan payable, which was offset by repayment of $10,000.
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We had the following loans outstanding as of January 31, 2023:
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 January 31, 2023, there is $15,000 and $7,125 of principal and accrued interest, respectively, due on this loan. As of July 31, 2022, there was $15,000 and $6,375 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. The loan is unsecured, non-interest bearing and due on demand. As of January 31, 2023, there is a balance due of $4,000.
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. As of January 31, 2023, there is $23,130 of interest accrued on this note. This note is in default.
On January 9, 2023, Ivan Webb, CEO, advanced the Company $5,000. The advance is intended as a short term, non-interest bearing and due on demand.
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 adopting 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.
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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
During the six months ended January 31, 2023, the Company sold 2,000,000 shares of common stock for total cash proceeds of $40,000. Proceeds from the sale are being used for general operating expenses.
During the six months ended January 31, 2023, Mr. Webb purchased 500,000 shares of common stock for $10,000. Proceeds from the sale are being used for general operating expenses.
During February 2023, the Company sold 1,750,000 shares of common stock, at $0.02 per share, for total cash proceeds of $35,000.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
Exhibit Number |
| Exhibit Description |
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(101)** |
| Interactive Data File |
101.INS |
| iXBRL Instance Document |
101.SCH |
| iXBRL Taxonomy Extension Schema Document. |
101.CAL |
| iXBRL Taxonomy Extension Calculation Link base Document. |
101.DEF |
| iXBRL Taxonomy Extension Definition Link base Document. |
101.LAB |
| iXBRL Taxonomy Extension Label Link base Document. |
101.PRE |
| iXBRL Taxonomy Extension Presentation Link base Document. |
* | (a) Filed herewith. |
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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. |
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| (Registrant) |
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Dated: March 17, 2023 | /s/ Ivan Webb |
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| Ivan Webb |
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| Chief Executive Officer |
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| /s/ Noel Schaefer |
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| Noel Schaefer |
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| Chief Operating Officer and Director |
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| /s/ Rachel Boulds |
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| Rachel Boulds |
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| Chief Financial Officer |
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| /s/ Victor Miranda |
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| Victor Miranda |
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| Director |
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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 January 31, 2023, 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: |
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| 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; |
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| 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; |
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| 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 |
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| 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): |
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| 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 |
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| 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. |
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| /s/ Rachel Boulds |
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| Rachel Boulds Chief Financial Officer |
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Date: March 17, 2023
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 January 31, 2023, 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: |
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| 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; |
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| 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; |
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| 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 |
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| 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): |
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| 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 |
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| 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. |
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| /s/ Ivan Webb |
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| Ivan Webb Chief Executive Officer |
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Date: March 17, 2023
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:
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| 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. |
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| 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: March 17, 2023 | /s/ Ivan Webb |
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| Ivan Webb |
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| Chief Executive Officer |
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| Date: March 17, 2023 | /s/ Rachel Boulds |
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| Rachel Boulds |
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| Chief Financial Officer |
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