Northern Minerals & Exploration Ltd 10-Q for FY2026 Q2
Northern Minerals & Exploration Ltd. (NMEX)
About this 10-Q
Northern Minerals & Exploration Ltd filed this 10-Q on March 17, 2026, covering the quarter ended January 31, 2026 (FY2026 Q2).
Headline figures
Quarter ended January 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $9454
- compared with $0 a year earlier
- Net loss
- $110.06K
- compared with a net loss of $39.34K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
For the quarterly period ended
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For the transition period from _________ to ___________
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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.
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Large accelerated filer ☐ Emerging growth company |
Accelerated filer ☐ 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
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, 2026
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
15 |
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Item 4. Controls and Procedures |
15 |
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PART II – OTHER INFORMATION |
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Item 1. Legal Proceedings |
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Item 1A. Risk Factors |
16 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. Defaults Upon Senior Securities |
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Item 4. Mine Safety Disclosures |
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Item 5. Other Information |
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Item 6. Exhibits |
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SIGNATURES |
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PART I – FINANCIAL INFORMATION
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Item 1. |
Financial Statements |
NORTHERN MINERALS & EXPLORATION LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Condensed Consolidated Balance Sheets as of January 31, 2026 (Unaudited) and July 31, 2025 (Audited) |
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Condensed Consolidated Statements of Operations for the Three and Six Months ended January 31, 2026 and 2025 (Unaudited) |
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Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Six Months ended January 31, 2026 and 2025 (Unaudited) |
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Condensed Consolidated Statements of Cash Flows for the Six Months ended January 31, 2026 and 2025 (Unaudited) |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
8 |
NORTHERN MINERALS & EXPLORATION LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
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January 31, |
July 31, |
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2026 |
2025 |
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(Unaudited) |
(Audited) |
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ASSETS |
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Current Assets: |
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Cash |
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Accounts receivable |
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Total Current Assets |
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Other Assets: |
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Oil and gas properties |
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Other asset |
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Total other assets |
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TOTAL ASSETS |
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LIABILITIES AND 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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Accrued liabilities |
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Loans payable - current |
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Total Current Liabilities |
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Long Term Liabilities: |
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Other payables |
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Accounts payable – related party |
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Loan payable – related party |
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Loan payable – long term |
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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 AND STOCKHOLDERS’ DEFICIT |
$ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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NORTHERN MINERALS & EXPLORATION LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
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For the Three Months Ended |
For the Six Months Ended |
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2026 |
2025 |
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2025 |
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Revenue |
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Cost of revenue |
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Gross margin |
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Operating expenses: |
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Officer compensation |
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Director 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 expense: |
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Interest expense |
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Unrealized loss |
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Total other 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 condensed consolidated financial statements.
NORTHERN MINERALS & EXPLORATION LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2026 AND 2025
(Unaudited)
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Common |
Common Stock |
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Common Stock To |
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Total Stockholders’ |
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Stock |
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Capital |
be Issued |
Deficit |
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Balance, July 31, 2025 |
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Common stock issued for oil and gas rights |
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Net loss |
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Balance, October 31, 2025 |
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Common stock issued for services – related party |
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Common stock issued for services |
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Net loss |
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Balance, January 31, 2026 |
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Common |
Common Stock |
Additional Paid-in |
Common Stock To |
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Total Stockholders’ |
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Stock |
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Capital |
be Issued |
Deficit |
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Balance, July 31, 2024 |
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Common stock issued for services |
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Net loss |
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Balance, October 31, 2024 |
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Common stock issued for cash – related party |
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Net loss |
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Balance, January 31, 2025 |
$ | $ | $ | $ | ( |
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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)
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For the Six Months Ended |
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2026 |
2025 |
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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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Common stock issued for services |
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Common stock issued for services – related party |
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Changes in Operating Assets and Liabilities: |
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Accounts receivable |
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Accounts payable |
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Accounts payable – related party |
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Accrued liabilities |
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Net cash used in operating activities |
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Cash Flows from Investing Activities: |
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Purchase of Bitcoin |
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Net cash used by investing activities |
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Cash Flows from Financing Activities: |
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Proceeds from note payable – related party |
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Proceeds from sale of common stock – related party |
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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 |
$ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Northern Minerals & Exploration Ltd.
Notes to Unaudited Condensed Consolidated Financial Statements
January 31, 2026
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 Oklahoma 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, 2026. 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, 2025.
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 cash equivalents as of January 31, 2026 and July 31, 2025.
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.
Digital Assets
The Company holds digital assets comprised of Bitcoin. The Company accounts for its Bitcoin in accordance with Accounting Standards Codification Topic 350, Intangibles—Goodwill and Other, as amended to require measurement at fair value with changes recognized in net income each reporting period. Bitcoin is classified as an indefinite-lived intangible asset and is recorded at fair value based on quoted prices in active markets (Level 1 inputs) at the reporting date. Changes in fair value are recognized in other income (expense), net in the consolidated statements of operations. Digital assets are classified as noncurrent assets on the consolidated balance sheets as management intends to hold these assets for long-term investment purposes. The Company safeguards its Bitcoin using third-party custodial services and institutional-grade cold storage solutions. The Company monitors for risks including market volatility, cybersecurity risks, and regulatory developments.
Fair Value of Financial Instruments
The fair value is an exit price representing the amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants. As such, fair value of a financial instrument is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or a liability.
A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:
● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
● Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
● Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participants assumptions that are reasonably available.
The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, accounts payable, accrued expenses and loans payable approximate their fair value because of the short maturity of those instruments.
The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of:
January 31, 2026
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Description |
Level 1 |
Level 2 |
Level 3 |
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Bitcoin |
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Total |
$ | $ | $ | |||||||||
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 periods ended January 31, 2026 and 2025, the Company had potentially dilutive shares of common stock.
Revenue Recognition
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” and in accordance with ASC 326 “Financial Instruments-Credit Losses”. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when the Company satisfies a performance obligation.
The Company receives revenues from the sale of oil and natural gas from its investment in Lost Creek Acquisitions LLC (Note 4). The Company owns a working interest in 14 oil and gas wells located in northeastern Oklahoma. These wells produce both oil and natural gas. As a working interest holder, revenue from the sale of oil and natural gas must first pay the production taxes to the state of Oklahoma, then the royalties to the mineral holders and then the expenses incurred to cause the oil and gas to produce. Operating expenses are typically administrative, pumper, electricity, water disposal, chemical and repairs. After taxes, royalties and expenses are paid, the remining amount is the net profit from the gross sales received from the 14 wells. The Company then receives its share of the revenues as per the percentage ownership as outlined per well in the purchase agreement.
Accounts Receivable
Accounts receivable consists of expected amounts due for the percentage of the sale of oil and natural gas from the investment in Lost Creek Acquisitions LLC. As of January 31, 2026 and July 31, 2025, the Company has recorded $
Allowance for Credit Losses
The Company estimates its allowance for credit losses using the Current Expected Credit Loss (CECL) model under ASC 326. The CECL model requires recognition of expected credit losses over the contractual life of financial assets held at the reporting date, considering the nature of debt, industry expectations, current conditions, and reasonable and supportable forecasts.
Financial assets subject to CECL include trade receivables. The Company groups financial assets based on shared risk characteristics and evaluates them collectively. The allowance is measured using a combination of historical activity, industry expectations, adjusted for current economic trends and forward-looking factors such as industry outlook and macroeconomic indicators (e.g., unemployment rate, GDP).
Under CECL, the carrying amount of a financial asset (net of the allowance for credit losses) represents the amount the Company expects to collect. This means that when the CECL estimate is appropriately recorded, the net reported balance of financial assets reflects management’s best estimate of collectible cash flows, based on available and supportable information.
Management reviews the adequacy of the allowance at each reporting period and updates estimates as appropriate. Changes in estimates are recorded in the income statement as a component of credit loss expense. As of January 31, 2026, there was no indication that the Company required an allowance for credit losses.
Operating Segments
Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance. Our chief operating decision–making group is composed of the Chief Executive Officer. The Company has operating segment as of January 31, 2026 and July 31, 2025.
Recently issued accounting pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment. The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in the annual financial statements for the year ended December 31, 2024, and for interim periods beginning in 2025. The Company adopted this ASU, effective for the year ended December 31, 2024. The adoption had no impact on the Company’s financial statements, except for footnote disclosure.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The standard requires entities to measure certain crypto assets, including Bitcoin, at fair value each reporting period with changes in fair value recognized in net income. The update also requires enhanced disclosures regarding significant holdings, restrictions, and changes in crypto asset balances. The Company adopted ASU 2023-08 effective January 1, 2025. The Company did not hold any crypto assets prior to 2026.The Company has since purchased Bitcoin, which is measured at fair value with changes in fair value recognized in earnings in accordance with ASC 350-60.
The Company periodically reviews new accounting standards that are issued. Although some of these accounting standards may apply to the Company, the Company has not identified any new standards that it believes merit further discussion or change to adopted policies, and the Company expects that none will have a significant impact on its financial statements.
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. For the quarter ended January 31, 2026, the Company has recognized minimal revenue and used $
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 was $
During the year ended July 31, 2025, the Company reviewed its oil and gas properties for indicators of impairment in accordance with ASC 360-10, Property, Plant, and Equipment. As a result of revised reserve estimates, management determined that the carrying value of certain properties exceeded their estimated undiscounted future net cash flows. The Company measured the impairment based on the estimated fair value of the affected properties, determined using discounted cash flow techniques and Level 3 inputs, including estimated future production volumes, commodity prices, operating costs, and discount rates.
Accordingly, the Company recognized an impairment loss of $
NOTE 5 — SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information is presented in accordance with FASB ASC Topic 932, Extractive Activities—Oil and Gas, and the SEC’s Regulation S-K, Subpart 1200, which require disclosures of proved oil and gas reserve quantities and the standardized measure of discounted future net cash flows.
The standardized measure and PV-10 values presented are not intended to represent the fair value of the Company’s reserves.
Standardized Measure of Discounted Future Net Cash Flows
The standardized measure of discounted future net cash flows relating to the Company’s proved reserves as of July 31, 2025 is presented below. The estimates are based on the 12-month average of the first-day-of-the-month prices for oil and natural gas, held constant throughout the life of the properties, and current cost estimates as of each year-end. The future net cash flows are discounted at 10 percent per annum as required by GAAP.
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2025 |
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Future cash inflows |
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Future production |
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Future development costs |
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Future LOE |
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Future net cash flows (undiscounted) |
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10% annual discount |
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Standardized measure of discounted future net cash flows |
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NOTE 6 — BITCOIN
During January 2026, the Company purchased
NOTE 7 — LOANS PAYABLE
On April 16, 2017, the Company executed a promissory note for $
As of January 31, 2026 and July 31, 2025, the Company owes a third party $
On June 1, 2023, the Company issued a Promissory Note to Golden Sands Exploration Inc, for $
NOTE 8 — COMMON STOCK TRANSACTION
Pursuant to the terms of the Purchase Agreement with Lost Creek Acquisitions, LLC the Company issued
On January 7, 2026, the Company granted
On January 7, 2026, the Company granted
NOTE 9 — RELATED PARTY NOTE PAYABLE
The Company has a line of credit (“LOC”) with Mr. Miranda, a former director, for up to $
NOTE 10 — RELATED PARTY TRANSACTIONS
For the six months ending January 31, 2026 and 2025, total payments of $
For the three months ending October 31, 2024, total payments of $
On January 7, 2026, the Company granted
On January 7, 2026, the Company granted
NOTE 11 — 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 material subsequent events to disclose in these unaudited financial statements.
Subsequent to January 31, 2026, Mr. Miranda loaned the Company $
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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.
Results of Operations
Results of Operations for the Three Months Ended January 31, 2026 Compared to the Three Months Ended January 31, 2025
Revenue and Cost of Revenue
For the three months ended January 31, 2026, we recognized $9,454 of revenue and $7,563 of expense for a gross margin of $1,891. We began to recognized our first revenues from the sale of oil and natural gas from its investment in Lost Creek Acquisitions LLC (Note 4) during the fourth quarter of fiscal year 2025. We did not recognize any revenue for the three months ended January 31, 2025.
Officer compensation
Officer compensation was $16,300 and $6,600 for the three months ended January 31, 2026 and 2025, respectively, an increase of $9,700 or 147%. Officer’s compensation is paid to our CFO and has increased since the prior period. In addition, during the current period the Company granted 50,000 shares of common stock for services, for total non-cash expense of $8,700.
Director compensation
Director compensation was $17,400 and $0 for the three months ended January 31, 2026 and 2025, respectively, On January 7, 2026, the Company granted 100,000 shares of common stock to Berhane Tewolde, Director, for services. The shares were valued at $0.174, the closing price on the date of grant, for total non-cash expense of $17,400.
Consulting – related party
Consulting – related party services were $18,000 and $19,400 for the three months ended January 31, 2026 and 2025, respectively, a decrease of $1,400 or 7.2%. Fees are paid to Noel Schaefer, Director, but are recorded as consulting fees. In the prior period we also paid $1,250 to our former CEO.
Professional fees
Professional fees were $21,544 and $5,500 for the three months ended January 31, 2026 and 2025, respectively, an increase of $16,044 or 291.7%. 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 $30,976 and $4,899 for the three months ended January 31, 2026 and 2025, respectively, an increase of $26,077 or 532.3%. In the current period we issued shares of common stock for services valued at $17,300. We also spent $9,500 on website development expenses that we did not incur in the current period.
Other expenses
During the three months ended January 31, 2026 and 2025, we had total other expenses of $7,728. We had interest expense of $4,571 and we recognized an unrealized loss on the value of our Bitcoin asset of $3,157. In the prior period we had interest expense of $2,936. The increase in interest expense is in conjunction with an increase in our loan payable balance.
Net Loss
For the three months ended January 31, 2026, we had a net loss of $110,057 as compared to a net loss of $39,335 for the three months ended January 31, 2025, an increase to our net loss of $70,722 or 179.8%. The increase is due to the reasons discussed above.
Results of Operations for the Six Months Ended January 31, 2026 Compared to the Six Months Ended January 31, 2025
Revenue and Cost of Revenue
For the six months ended January 31, 2026, we recognized $14,519 of revenue and $12,519 of expense for a gross margin of $2,000. We began to recognized our first revenues from the sale of oil and natural gas from its investment in Lost Creek Acquisitions LLC (Note 4) during the fourth quarter of fiscal year 2025. We did not recognize any revenue for the six months ended January 31, 2025.
Officer compensation
Officer compensation was $23,500 and $13,200 for the six months ended January 31, 2026 and 2025, respectively, an increase of $10,300 or 78%. Officer’s compensation is paid to our CFO and has increased since the prior period. In addition, during the current period the Company granted 50,000 shares of common stock for services, for total non-cash expense of $8,700.
Director compensation
Director compensation was $17,400 and $0 for the six months ended January 31, 2026 and 2025, respectively, On January 7, 2026, the Company granted 100,000 shares of common stock to Berhane Tewolde, Director, for services. The shares were valued at $0.174, the closing price on the date of grant, for total non-cash expense of $17,400.
Consulting – related party
Consulting – related party services were $36,000 and $38,650 for the six months ended January 31, 2026 and 2025, respectively, a decrease of $2,650 or 6.9%. Fees are paid to Noel Schaefer, Director, but are recorded as consulting fees. In the prior period we also paid $1,250 to our former CEO.
Professional fees
Professional fees were $52,163 and $21,500 for the six months ended January 31, 2026 and 2025, respectively, an increase of $30,663 or 142.6%. 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 $34,693 and $37,651for the six months ended January 31, 2026 and 2025, respectively, a decrease of $2,957 or 7.9%. In the current period we issued shares of common stock for services valued at $17,300. In the prior period we issued shares of common stock for services valued at $19,000.
Other expenses
During the six months ended January 31, 2026 and 2025, we had total other expenses of $11,509. We had interest expense of $8,352 and we recognized an unrealized loss on the value of our Bitcoin asset of $3,157. In the prior period we had interest expense of $5,796. The increase in interest expense is in conjunction with an increase in our loan payable balance.
Net Loss
For the six months ended January 31, 2026, we had a net loss of $173,265 as compared to a net loss of $116,797 for the six months ended January 31, 2025, an increase to our net loss of $56,458 or 48.4%. The increase is due to the reasons discussed above.
Liquidity and Financial Condition
Operating Activities
Cash used by operating activities was $135,340 for the six months ended January 31, 2026. Cash used for operating activities was $82,652 for the six months ended January 31, 2025.
Investing Activities
Net cash used by investing activities was $42,139 for the six months ended January 31, 2026, for the purchase of Bitcoin. There was no investing activity in the prior period.
Financing Activities
Net cash provided by financing activities was $182,000 for the six months ended January 31, 2026. We received $182,000 from related party loans. There was no financing activity in the prior period. Net cash provided by financing activities was $60,000 for the six months ended January 31, 2025. We received $25,000 from a related party loan and $35,000 from the sale of common stock to our directors.
We had the following loans outstanding as of January 31, 2026:
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, 2026, there is $15,000 and $11,625 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.
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 January 31, 2026, there is $85,000 and $850 of principal and accrued interest, respectively, due on this loan.
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 January 31, 2026, there is $317,000 and $7,092 of principal and accrued interest, respectively, due on the LOC.
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.
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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.
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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
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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.
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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.
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
None,
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Item 3. |
Defaults Upon Senior Securities |
None.
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Item 4. |
Mine Safety Disclosures |
Not applicable.
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Item 5. |
Other Information |
.
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Item 6. |
Exhibits |
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Exhibit Number |
Exhibit Description |
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31.1* |
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31.2* |
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32.1* |
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(101)** |
Interactive Data File |
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101.INS |
Inline iXBRL Instance Document |
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101.SCH |
Inline iXBRL Taxonomy Extension Schema Document. |
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101.CAL |
Inline iXBRL Taxonomy Extension Calculation Link base Document. |
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101.DEF |
Inline iXBRL Taxonomy Extension Definition Link base Document. |
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101.LAB |
Inline iXBRL Taxonomy Extension Label Link base Document. |
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101.PRE |
Inline iXBRL Taxonomy Extension Presentation Link base Document. |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
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* |
(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.
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NORTHERN MINERALS & EXPLORATION LTD. |
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Dated: March 16, 2026 |
/s/ Noel Schaefer |
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Noel Schaefer |
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Chief Executive Officer, 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/ Berhane Tewolde |
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Berhane Tewolde |
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Director |
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:
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1. |
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended January 31, 2026, for Northern Minerals & Exploration Ltd. (the “registrant”); |
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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; |
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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; |
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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 |
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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 |
Date: March 16, 2026
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, Noel Schaefer, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended January 31, 2026, for Northern Minerals & Exploration Ltd. (the “registrant”); |
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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; |
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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; |
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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 |
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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/ Noel Schaefer |
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Noel Schaefer Chief Executive Officer |
Date: March 16, 2026
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.
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Date: March 16, 2026 |
/s/ Noel Schaefer |
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Noel Schaefer |
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Chief Executive Officer |
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Date: March 16, 2026 |
/s/ Rachel Boulds |
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Rachel Boulds |
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Chief Financial Officer |