NMEX 10-K/A
Northern Minerals & Exploration Ltd. (NMEX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the fiscal year 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
State the aggregate market value of the voting and non-voting common equity held by non-affiliates: approximately $
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 13, 2025, the issuer had
EXPLANATORY NOTE
This Amendment No. 1 to our Form 10-K/A (“Amendment No. 1”) amends our Annual Report on Form 10-K for the fiscal year ended July 31, 2025, filed on November 17, 2025 (the “Original Filing”). This Amendment No. 1 is being filed to remove Ivan Webb from all signature pages. No other material changes have been made to the Original Filing, other than filing currently dated certifications of our Chief Executive Officer and Chief Financial Officer, as required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
NORTHERN MINERALS & EXPLORATION LTD.
FORM 10-K/A
For the Year ended July 31, 2025
TABLE OF CONTENTS
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PART I |
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Item 1. |
Business |
3 |
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Item 1A. |
Risk Factors |
6 |
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Item 1B. |
Unresolved Staff Comments |
6 |
| Item 1C. | Cybersecurity | 6 |
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Item 2. |
Property |
6 |
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Item 3. |
Legal Proceedings |
6 |
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Item 4. |
Mine Safety Disclosures |
6 |
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PART II |
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Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
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Item 6. |
[Reserved] |
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Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operation |
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Item 7A. |
Quantitative and Qualitative Disclosure About Market Risk |
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Item 8. |
Financial Statements and Supplementary Data |
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Item 9A. |
Controls and Procedures |
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Item 9B. |
Other Information |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
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Item 11. |
Executive Compensation |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
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Item 14. |
Principal Accountant Fees and Services |
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Item 15. |
Exhibits, and Financial Statement Schedules |
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Item 16 |
Form 10-K/A Summary |
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Signatures |
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Our Corporate History and Background
We were incorporated on December 11, 2006, under the laws of the State of Nevada.
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.
Northern Minerals & Exploration Ltd. (the “Company”) is an emerging natural resource company operating in oil, gas and other energy related production in Oklahoma.
On November 22, 2017, the Company created a wholly owned subsidiary, Kathis Energy LLC (“Kathis”), a duly formed Limited Liability Company formed in the State of Texas, 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 duly formed Limited Partnership formed in the State of Texas, created for the purpose of raising funds from investors for its drilling projects. There has been no activity with Kathis Energy.
On May 7, 2018, the Company created a wholly owned subsidiary, ENMEX Operations LLC (“ENMEX”), a duly formed Limited Liability Company in the State of Quintana Roo, Mexico for the purpose of conducting business in Mexico in prospective real estate development projects. There has been no activity from inception to date.
Current Business
Refer to NOTE 4 for property information.
Oil & Gas Sector
Competition
The petroleum industry is highly competitive. Many of the oil and gas exploration companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of properties of merit and on exploration. In addition, they may be able to afford greater geological expertise in the targeting and exploration of resource properties. This competition could result in our competitors having resource properties of greater quality and interest to prospective investors who may finance additional exploration, and to senior exploration companies that may purchase resource properties or enter into joint venture agreements with junior exploration companies. This competition could adversely impact our ability to finance property acquisitions and further exploration.
We compete with other exploration and early stage operating companies for financing from a limited number of investors prepared to make investments in junior companies exploring for conventional and unconventional oil and gas resources. The presence of competing oil and gas exploration companies, both major and independent, may impact our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the properties under investigation, and the price of the investment offered to investors.
Governmental Regulation
Our business is affected by numerous laws and regulations, including energy, environmental, conservation, tax and other laws and regulations relating to the oil and natural gas industry. We have developed internal procedures and policies to ensure that our operations are conducted in full and substantial environmental regulatory compliance.
Failure to comply with any laws and regulations may result in the assessment of administrative, civil and/or criminal penalties, the imposition of injunctive relief or both. Moreover, changes in any of these laws and regulations could have a material adverse effect on business. In view of the many uncertainties with respect to current and future laws and regulations, including their applicability to us, we cannot predict the overall effect of such laws and regulations on our future operations.
We believe that our operations comply in all material respects with applicable laws and regulations and that the existence and enforcement of such laws and regulations have no more restrictive an effect on our operations than on other similar companies in the oil and natural gas industry.
Pricing and Marketing of Natural Gas
In the US, historically, the sale of natural gas in interstate commerce has been regulated pursuant to the Natural Gas Act of 1938, or the NGA, the Natural Gas Policy Act of 1978, or the NGPA, and regulations promulgated thereunder by the Federal Energy Regulatory Commission, or the FERC. In 1989, Congress enacted the Natural Gas Wellhead Decontrol Act, or the Decontrol Act. The Decontrol Act removed all NGA and NGPA price and non-price controls affecting wellhead sales of natural gas effective January 1, 1993 and sales by producers of natural gas are uncontrolled and can be made at market prices. The natural gas industry historically has been heavily regulated and from time to time proposals are introduced by Congress and the FERC and judicial decisions are rendered that impact the conduct of business in the natural gas industry. We cannot assure you that the less stringent regulatory approach recently pursued by the FERC and Congress will continue.
Pricing and Marketing of Oil
In the US, sales of crude oil, condensate and natural gas liquids are not regulated and are made at negotiated prices. Effective January 1, 1995, the FERC implemented regulations establishing an indexing system for transportation rates for oil that allowed for an increase in the cost of transporting oil to the purchaser.
Environmental
Like the oil and natural gas industry in general, our properties are subject to extensive and changing federal, state and local laws and regulations designed to protect and preserve natural resources and the environment. The recent trend in environmental legislation and regulation in the oil and natural gas industry is generally toward stricter standards, and this trend is likely to continue. These laws and regulations often require a permit or other authorization before construction or drilling commences and for certain other activities; limit or prohibit access, especially in wilderness areas with endangered or threatened plant or animal species; impose restrictions on construction, drilling and other exploration and production activities; regulate air emissions, wastewater and other production and waste streams from our operations; impose substantial liabilities for pollution that may result from our operations; and require the reclamation of certain lands.
The permits required for many of our operations are subject to revocation, modification and renewal by issuing authorities. Governmental authorities have the power to enforce compliance with their regulations, and violations are subject to fines, compliance orders, and other enforcement actions. We are not aware of any material noncompliance with current applicable environmental laws and regulations, and we have no material commitments for capital expenditures to comply with existing environmental requirements, however, given the complex regulatory requirements applicable to our operations, and the rapidly changing nature of environmental laws in our industry, we cannot predict our future exposure concerning such matters, and our future costs to achieve compliance, or remedy potential violations, could be significant. Our operations require permits and are regulated under environmental laws, and current or future noncompliance with such laws, as well as changes to existing laws or interpretations thereof, could have a significant impact on us, as well as the oil and natural gas industry in general.
Waste Disposal and Contamination Issues
The federal Comprehensive Environmental Response, Compensation and Liability Act and comparable state laws may impose strict and joint and several liability on owners and operators of contaminated sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. Under these and other laws, the government, neighboring landowners and other third parties may recover the costs of responding to soil and groundwater contamination and threatened releases of hazardous substances, and seek recovery for related natural resources damages, personal injury and property damage. Some of our properties have been used for exploration and production activities for a number of years by third parties, and such properties could result in unknown cleanup liabilities for us.
The federal Resource Conservation and Recovery Act (the "RCRA") and comparable state statutes govern the management, storage, treatment and disposal of solid waste and hazardous waste and authorize imposition of substantial fines and penalties for noncompliance. Although RCRA classifies certain oil field wastes as "non-hazardous" (for example, the waters produced from hydraulic fracturing operations), such wastes could be reclassified as hazardous wastes in the future, thereby making them subject to more stringent handling and disposal requirements which could have a material impact on us.
Water Regulation
The federal Clean Water Act (the "CWA"), the federal Safe Drinking Water Act (the "SWDA") and analogous state laws restrict the discharge of wastewater and other pollutants into surface waters or underground wells and the construction of facilities in wetland areas without a permit. Federal regulations also require certain owners or operators of facilities that store or otherwise handle oil, such as us, to prepare and implement spill prevention, control countermeasure and response plans relating to the possible discharge of oil into surface waters. In addition, the Oil Pollution Act (the "OPA") contains numerous requirements relating to the prevention of and response to oil spills into waters of the United States. For onshore and offshore facilities that may affect waters of the United States, the OPA requires an operator to demonstrate financial responsibility. Regulations are currently being developed or considered under federal and state laws concerning oil pollution prevention and other matters that may impose additional regulatory burdens on us.
These and similar state laws also govern the management and disposal of produced waters from the extraction process. Currently, wastewater associated with oil and natural gas production is prohibited from being directly discharged to waterways and other waters of the U.S. While some of the wastewater is reused or re-injected, a significant amount still requires proper disposal. As a result, some wastewater is transported to third-party treatment plants. In October 2011, citing concerns that third-party treatment plants may not be properly equipped to handle wastewater from shale gas operations, the United States Environmental Protection Agency (the "EPA") announced that it will consider federal pre-treatment standards for these wastewaters. We cannot predict the EPA's future actions in this regard, but future regulation of our produced waters or other waste streams could have a material impact on us.
Air Emissions and Climate Change
The federal Clean Air Act ("CAA") imposes permit requirements and operational restrictions on certain sources of emissions used in our operations. In July 2011, the EPA published proposed New Source Performance Standards ("NSPS") and National Emissions Standards for Hazardous Air Pollutants ("NESHAPs") that would, if adopted, amend existing NSPS and NESHAP standards for oil and natural gas facilities and create new NSPS standards for oil and natural gas production, transmission and distribution facilities. Importantly, these standards would include standards for hydraulically fractured wells. The standards would apply to newly drilled and fractured wells as well as existing wells that are refractured. A court has directed the EPA to issue final rules by April 1, 2012. In a report issued in late 2011, the Shale Gas Production Subcommittee of the Department of Energy (the "DOE Shale Gas Subcommittee") called on the EPA to complete the rulemaking quickly and recommended expanding the shale gas emission sources to be covered by the new rules. The DOE Shale Gas Subcommittee also encouraged states to take similar action, and included several other recommendations for studying and reducing air emissions from shale gas production activities. Because the EPA's regulations have not yet been finalized, we cannot at this time predict the impact they may have on our financial condition or results of operation.
The issue of climate change has received increasing regulatory attention in recent years. The EPA has issued regulations governing carbon dioxide, methane and other greenhouse gas ("GHG") emissions citing its authority under the CAA Several of these regulations have been challenged in litigation that is currently pending before the federal D.C. Circuit Court of Appeals. In December 2011, the EPA issued amendments to a final rule issued in 2010 requiring reporting of GHG emissions from the oil and natural gas industry. Under this rule, we are obligated to report to the EPA certain GHG emissions from our operations. We do not expect that the costs of this new reporting will be material to us. In a late 2011 report, the DOE Shale Gas Subcommittee recommended that the EPA expand reporting requirements for GHG emissions from shale gas emission sources and include methane in reporting requirements. More generally, several proposals to regulate GHG emissions have been proposed in the U.S. Congress, and various states have taken steps to regulate GHG emissions. The adoption and implementation of regulations or legislation imposing restrictions or other regulatory obligations on emissions of GHGs from oil and natural gas operations could require us to obtain permits or allowances for our GHG emissions, install new pollution controls, increase our operational costs, limit our operations or adversely affect demand for the oil and natural gas produced from our lands.
Research and Development Expenditures
We have not incurred any research and development expenditures over the past two fiscal years.
Employees
As of July 31, 2025, we do not have any employees. Our three officers, Ivan Webb, Noel Schaefer and Rachel Boulds act as consultants.
We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.
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 1B. UNRESOLVED STAFF COMMENTS
None.
Item 1C. CYBERSECURITY
Cyber Risk Management and Strategy
Under the oversight of the Board of Directors, since we do
ITEM 2. PROPERTIES
Our principal executive offices are located at 1267 N 680 W, Pleasant Grove, UT.
ITEM 3. 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 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is quoted under the symbol “NMEX” on the OTCIQ operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the OTCQB operated by OTC Markets Group, Inc. Few market makers continue to participate in the OTCBB system because of high fees charged by FINRA. The criteria for listing on either the OTCBB or OTCQB are similar and include that we remain current in our SEC reporting.
Our shares are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the “penny stock” rule. The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of shareholders to sell their shares. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors must make a special suitability determination for the purchase of the security. Accredited investors, in general, include individuals with assets in excess of $1,000,000 (not including their personal residence) or annual income exceeding $200,000 or $300,000 together with their spouse, and certain institutional investors. The rules require the broker-dealer to receive the purchaser’s written consent to the transaction prior to the purchase and require the broker-dealer to deliver a risk disclosure document relating to the penny stock prior to the first transaction. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent to customers disclosing recent price information for the penny stocks.
On November 13, 2025, there were approximately 127 holders of record of our common stock, although there may be other persons who are beneficial owners of our common stock held in street name. The transfer agent and registrar for our common stock is Equiniti Trust Company LLC, Mendota Heights MN 55120, Ph:919-744-2722.
Dividend Policy
We have never paid any cash dividends and intend, for the foreseeable future, to retain any future earnings for the development of our business. Our Board of Directors will determine our future dividend policy on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities.
RECENT ISSUANCES OF UNREGISTERED SECURITIES
On October 18, 2024, the Company granted 100,000 shares of common stock for services. The shares were valued at $0.19, the closing stock price on the date of grant, for total non-cash expense of $19,000.
Pursuant to the terms of the Purchase Agreement with Lost Creek Acquisitions, LLC the Company issued 4,000,000 shares of common Stock (Note 4).
During the year ending July 31, 2025, Victor Miranda, a former Director, purchased 300,000 shares of common stock for total proceeds of $15,000.
During the year ending July 31, 2025, Robert Campbell, a former Director, purchased 400,000 shares of common stock for total proceeds of $20,000.
Other than as disclosed above, we did not sell any equity securities which were not registered under the Securities Act during the year ended July 31, 2025, that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended July 31, 2025.
ISSUER REPURCHASES OF EQUITY SECURITIES
None
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations for the Years Ended July 31, 2025 and 2024
Revenue and Cost of Revenue
For the year ended July 31, 2025, we recognized $8,634 of revenue and $8,370 of expense for a gross margin of $264. During the fourth quarter the Company recognized its first revenues from the sale of oil and natural gas from its investment in Lost Creek Acquisitions LLC (Note 4). We did not recognize any revenue for the year ended July 31, 2024.
Officer compensation
Officer compensation was $27,600 and $26,400 for the years ended July 31, 2025 and 2024, respectively, an increase of $1,200 or 4.5%. Officer’s compensation is paid to our CFO and has increased $200 a month in the current period.
Consulting – related party
Consulting – related party services were $75,450 and $76,700 for the years ended July 31, 2025 and 2024, respectively, a decrease of $1,250 or 1.6%. Fees are paid to Noel Schaefer, Director, but are billed as consulting fees. For the years ended July 31, 2025 and 2024, we paid an additional $3,450 and $4,700, respectively, to our CEO for consulting fees.
Professional fees
Professional fees were $81,770 and $33,850 for the years ended July 31, 2025 and 2024, respectively, an increase of $47,920, or 141.6%. Professional fees generally consist of legal and audit expenses. In the current year our legal fees increased approximately $48,000.
General and administrative
General and administrative expenses were $50,758 and $21,936 for the years ended July 31, 2025 and 2024, respectively, an increase of $28,822 or 131.4%. In the current year we had an increase of $9,000 for web design fees and we issued common stock for services valued at $19,000.
Other income / expenses
During the years ended July 31, 2025 and 2024, we incurred $12,254 and $11,454 of interest expense, increase of $800 or 7%. During the year ended July 31, 2025, we recognized a $4,700 gain on extinguishment of debt and a loss for impairment of $140,744.
Net Loss
For the year ended July 31, 2025 we had a net loss of $383,612 compared to $170,340 for year ended July 31, 2024. The increase to our net loss is mainly attributed to our increase in professional fee and the recognition of the impairment loss.
Liquidity and Financial Condition
Operating Activities
Cash used by operating activities was $176,580 for the year ended July 31, 2025, compared to cash used for operating activities of $167,386 for the year ended July 31, 2024.
Investing Activities
During the year ended July 31, 2025, the Company used $25,000 for the purchase of oil and gas rights.
Financing Activities
Net cash provided by financing activities was $152,500 for the year ended July 31, 2025 compared to $213,625 for the year ended July 31, 2024. During the year ended July 31, 2025, we received $35,000 from the sale of common stock from a related party, $135,000 of loans from a related party, $125,000 from a third party and we repaid $30,000 of a note payable. During the year ended July 31, 2024, we received $213,625 from the sale of common stock, $125,000 of which was from a related party.
We had the following loans outstanding as of July 31, 2025:
On April 16, 2017, the Company executed a promissory note for $15,000 with a third party. The note matures in two years and interest is set at $3,000 for the full two years. As of July 31, 2025, there was $15,000 and $10,875 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.
As of July 31, 2025 and 2024, the Company owes a third party $23,500 and $11,000, respectively. The loan is unsecured, non-interest bearing and due on demand.
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.
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 July 31, 2025, there is $135,000 and $2,040 of principal and accrued interest, respectively, due on the LOC.
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-K/A for a summary of our critical accounting policies and recently adopted and issued accounting standards.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Smaller reporting companies are not required to provide the information required by this Item.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NORTHERN MINERALS & EXPLORATION LTD.
CONSOLIDATED FINANCIAL STATEMENTS
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Report of Independent Registered Public Accounting Firm |
F-1 |
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Consolidated Balance Sheets as of July 31, 2025 and 2024 |
F-2 |
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Consolidated Statements of Operations for the Years ended July 31, 2025 and 2024 |
F-3 |
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Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years ended July 31, 2025 and 2024 |
F-4 |
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Consolidated Statements of Cash Flows for the Years ended July 31, 2025 and 2024 |
F-5 |
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Notes to Consolidated Financial Statements |
F-6 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Northern Minerals & Exploration LTD
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Northern Minerals & Exploration LTD (the Company) as of July 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended July 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended July 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Consideration of the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying notes to the financial statements, the Company has significant net losses, cash flow deficiencies, negative working capital, and an accumulated deficit. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment of Oil and Gas Property: We identified the possible impairment of the Company’s oil and gas properties as a critical audit matter. The impairment assessment requires significant management estimates, particularly in determining estimated future cash flows from proved reserves, which are sensitive to assumptions about future commodity prices, operating costs, production volumes, and reserve quantities. The principal considerations that led us to determine this as a critical audit matter include the high degree of estimation uncertainty and the material impact that changes in these assumptions could have on the carrying value of the properties.
To address this matter we performed the following procedures, among others:
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Evaluated the competence, capabilities, and objectivity of the Company’s independent third-party reserves engineer. |
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Tested the completeness and accuracy of the data provided by management to the third-party engineer. |
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Assessed the reasonableness of management’s commodity price assumptions by comparing them to industry benchmarks. |
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● |
Tested the mathematical accuracy of the discounted cash flow models and evaluated the appropriateness of the discount rate applied. |
/s/
We have served as the Company’s auditor since 2020.
November 14, 2025
PCAOB #
NORTHERN MINERALS & EXPLORATION LTD.
CONSOLIDATED BALANCE SHEETS
|
July 31, |
July 31, |
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2025 |
2024 |
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|
ASSETS |
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|
Current Assets: |
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Cash |
$ | $ | ||||||
|
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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|
Total other assets |
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|
TOTAL ASSETS |
$ | $ | ||||||
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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|
Current Liabilities: |
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|
Accounts payable |
$ | $ | ||||||
|
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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|
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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 |
||||||||
|
Accumulated deficit |
( |
) | ( |
) | ||||
|
Total Stockholders’ Deficit |
( |
) | ( |
) | ||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
NORTHERN MINERALS & EXPLORATION LTD. CONSOLIDATED STATEMENTS OF OPERATIONS |
|
For the Years Ended |
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|
2025 |
2024 |
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|
Revenue |
$ | $ | ||||||
|
Cost of revenue |
( |
) | ||||||
|
Gross margin |
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|
Operating expenses: |
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|
Officer compensation |
$ | $ | ||||||
|
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 |
( |
) | ( |
) | ||||
|
Other expense: |
||||||||
|
Interest expense |
( |
) | ( |
) | ||||
| Impairment expense | ( |
) | ||||||
|
Gain on extinguishment of debt |
||||||||
|
Total other expense |
( |
) | ( |
) | ||||
| Loss before provision for income taxes | ( |
) | ( |
) | ||||
|
Provision for income taxes |
||||||||
|
Net Loss |
$ | ( |
) | $ | ( |
) | ||
|
Net loss per share, basic and diluted |
$ | ( |
) | $ | ( |
) | ||
|
Weighted average number of common shares outstanding, basic and diluted |
||||||||
The accompanying notes are an integral part of these consolidated financial statements.
NORTHERN MINERALS & EXPLORATION LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED JULY 31, 2025 AND 2024
|
Common |
Common Stock |
Additional Paid-in |
Common Stock To |
Accumulated |
Total Stockholders’ |
|||||||||||||||||||
|
Stock |
Amount |
Capital |
be Issued |
Deficit |
Deficit |
|||||||||||||||||||
|
Balance, July 31, 2023 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
|
Common stock issued for cash – related party |
( |
) | ||||||||||||||||||||||
|
Common stock issued for cash |
( |
) | ||||||||||||||||||||||
|
Net loss |
— | ( |
) | ( |
) | |||||||||||||||||||
|
Balance, July 31, 2024 |
( |
) | ( |
) | ||||||||||||||||||||
|
Common stock issued for services |
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|
Common stock issued for cash – related party |
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|
Common stock issued for oil and gas rights |
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|
Common stock issued for debt settlement |
||||||||||||||||||||||||
|
Net loss |
— | ( |
) | ( |
) | |||||||||||||||||||
|
Balance, July 31, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
NORTHERN MINERALS & EXPLORATION LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
For the Years Ended |
||||||||
|
2025 |
2024 |
|||||||
|
Cash Flows from Operating Activities: |
||||||||
|
Net loss |
$ | ( |
) |
$ | ( |
) | ||
|
Adjustments to reconcile net loss to net cash used in Operating activities: |
||||||||
|
Common stock issued for services |
||||||||
|
Gain on extinguishment of debt |
( |
) | ||||||
| Impairment expense | ||||||||
|
Changes in Operating Assets and Liabilities: |
||||||||
|
Accounts receivable |
( |
) | ||||||
|
Accounts payable |
( |
) | ||||||
|
Accounts payable – related party |
||||||||
|
Accrued liabilities |
||||||||
|
Net cash used in operating activities |
( |
) | ( |
) | ||||
|
Cash Flows used in Investing Activities: |
||||||||
|
Purchase of oil and gas rights |
( |
) | ||||||
|
Net cash used in investing activities |
( |
) | ||||||
|
Cash Flows from Financing Activities: |
||||||||
|
Proceeds from the sale of common stock – related party |
||||||||
|
Proceeds from the sale of common stock |
||||||||
|
Repayment of note payable |
( |
) | ||||||
|
Proceeds from loan payable |
||||||||
|
Proceeds from note payable – related party |
||||||||
|
Net cash provided by financing activities |
||||||||
|
Net change in cash |
( |
) | ||||||
|
Cash at beginning of the year |
||||||||
|
Cash at end of the year |
$ | $ | ||||||
|
Cash paid during the period for: |
||||||||
|
Interest |
$ | $ | ||||||
|
Taxes |
$ | $ | ||||||
|
Non-cash investing and financing activities: |
||||||||
|
Common stock issued to oil and gas rights |
$ | $ | ||||||
|
Common stock issued for debt settlement |
$ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
Northern Minerals & Exploration Ltd.
Notes to Consolidated Financial Statements
July 31, 2025
NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS
Northern Minerals & Exploration Ltd. (the “Company”) is a natural resource company operating in oil, gas and other energy related production in Oklahoma.
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
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).
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 July 31, 2025 and 2024.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Kathis Energy LLC, Kathis Energy Fund 1, LLP and Enmex Operations LLC. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.
Mineral Property Acquisition and Exploration Costs
Mineral property acquisition and exploration costs are expensed as incurred until such time as economic reserves are quantified. Cost of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. We have chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once our company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized over the estimated life of the probable-proven reserves. When our company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value.
Oil and Gas Properties
The Company follows the successful efforts method of accounting for its oil and gas properties. Under this method of accounting, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense. The costs of development wells are capitalized whether those wells are successful or unsuccessful. Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts. Depletion and amortization of oil and gas properties are computed on a well-by-well basis using the units-of-production method.
Unproved property costs are not subject to amortization and consist primarily of leasehold costs related to unproved areas. Unproved property costs are transferred to proved properties if the properties are subsequently determined to be productive and are assigned proved reserves. Proceeds from sales of partial interest in unproved leases are accounted for as a recovery of cost without recognizing any gain until all cost is recovered. Unproved properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks or future plans to develop acreage.
Asset Retirement Obligation
Accounting Standards Codification (“ASC”) Topic 410, Asset Retirement and Environmental Obligations (“ASC 410”) requires an entity to recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred. The net estimated costs are discounted to present values using credit-adjusted, risk-free rate over the estimated economic life of the oil and gas properties. Such costs are capitalized as part of the related asset. The asset is depleted on the equivalent unit-of-production method based upon estimates of proved oil and natural gas reserves. The liability is periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense and (4) revisions to estimated future cash flow requirements.
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.
On July 31, 2025, there are no instruments requiring fair value hierarchy disclosure. 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.
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 years ended July 31, 2025 and 2024, 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 its percentage of the sale of oil and natural gas from its investment in Lost Creek Acquisitions LLC. As of July 31, 2025, the Company has recorded $6,750 of accounts receivable.
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 July 31, 2025, 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 July 31, 2025 and 2024.
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.
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 year ended July 31, 2025, 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 is $
NOTE 5 — IMPAIRMENT OF OIL AND GAS PROPERTIES
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 6 — SUPPLEMENTAL OIL AND GAS INFORMATION (Unaudited)
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.
|
2025 |
||||
|
Future cash inflows |
$ | |||
|
Future production |
|
|||
|
Future development costs |
$ | |||
|
Future LOE |
$ | |||
|
Future net cash flows (undiscounted) |
$ | |||
|
10% annual discount |
$ | |||
|
Standardized measure of discounted future net cash flows |
$ | |||
NOTE 7 — LOANS PAYABLE
On April 16, 2017, the Company executed a promissory note for $
As of July 31, 2025 and 2024, the Company owes a third party $
During the year ended July 31, 2020, a third party loaned the Company $
On June 1, 2023, the Company issued a Promissory Note to Golden Sands Exploration Inc, for $
NOTE 8— COMMON STOCK TRANSACTION
On October 18, 2024, the Company granted
Pursuant to the terms of the Purchase Agreement with Lost Creek Acquisitions, LLC the Company issued
Refer to Note 8 for transactions with related parties.
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 years ending July 31, 2025 and 2024, total payments of $
For the year ending July 31, 2025 and 2024, total payments of $
During the year ending July 31, 2025, Victor Miranda, a former Director, purchased
During the year ending July 31, 2025, Robert Campbell, a former Director, purchased
On March 12, 2025, Robert Campbell resigned as Director and Secretary of the Company.
On April 30, 2025, Victor Miranda resigned as Director of the Company.
NOTE 11— INCOME TAX
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of
The provision for Federal income tax consists of the following July 31:
|
2025 |
2024 |
|||||||
|
Federal income tax benefit attributable to: |
||||||||
|
Current Operations |
$ | ( |
) | $ | ( |
) | ||
|
Related party accruals |
||||||||
|
Other nondeductible expenses |
||||||||
|
Less: valuation allowance |
||||||||
|
Net provision for Federal income taxes |
$ | $ | ||||||
The cumulative tax effect at the expected rate of
|
2025 |
2024 |
|||||||
|
Deferred tax asset attributable to: |
||||||||
|
Net operating loss carryover |
$ | $ | ||||||
|
Less: valuation allowance |
( |
) |
( |
) |
||||
|
Net deferred tax asset |
$ | $ | ||||||
At July 31, 2025, the Company had net operating loss carry forwards of approximately $
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of July 31, 2024, the Company had no accrued interest or penalties related to uncertain tax positions. The Company is subject to examination by the various taxing authorities beginning with the tax year ended December 31, 2017 (or the tax year ended December 31, 2003 if the Company were to utilize its NOLs).
NOTE 12 — SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that there are no material subsequent events to disclose in these financial statements.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None
ITEM 9A. CONTROLS AND PROCEDURES
Management’s Report Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. During the fourth quarter of the fiscal year ended July 31, 2025, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation and due to the identified material weaknesses discussed below, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report.
To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Management’s Report on Internal Control over Financial Reporting
Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our board of directors, management and other personnel, 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. The management is responsible for establishing and maintaining adequate internal control over our financial reporting. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the Internal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting was not effective as of July 31, 2025.
We are aware of the following material weaknesses in internal control that could adversely affect the Company’s ability to record, process, summarize and report financial data:
|
● |
Due to our size and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely and accurately, and (c) we properly account for complex or unusual transactions |
|
● |
Due to our size and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting. |
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations, which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the fourth quarter of the fiscal year ended July 31, 2025, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and
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Name |
Age |
Position with the Company |
Date Appointed |
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Noel Schaefer |
70 |
Chief Operating Officer, Secretary & Director |
July 6, 2018 |
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Ivan Webb (1) |
74 |
President & Chief Executive Officer |
July 6, 2018 |
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Rachel Boulds |
55 |
Chief Financial Officer |
February 7, 2020 |
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Jose Berhane Tewolde Serrano |
Director |
April 30, 2025 |
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(1) |
On October 15, 2025, Ivan Webb resigned as the Company’s CEO. |
Noel Schaefer, Director, Secretary & Chief Operations Officer, (“COO”) has served in a variety of executive and director positions in his 30 plus year career with both domestic and international companies. His emphasis has been with startups by setting up market profiles, developing strategic market placement and refining corporate objectives. Mr. Schaefer has successfully helped to raise funds from both the public and private sectors. He has worked extensively in Far East and Latin America with a particular focus on Mexico. He holds a Bachelor of Science degree from Brigham Young University with an emphasis in Marketing and Finance.
Ivan Webb, Chief Executive Officer, is a seasoned and successful entrepreneur, with over 35 years of experience in the oil and gas industry internationally and in the United States. He is experienced with acquiring oil and gas concessions and leases, drilling of new wells and reworking/ re-completing existing wells, production management, working with service companies and regulatory compliance. Internationally, he has successfully leased more than 18,000,000 acres. Domestically he has been involved with the acquisition and or management of more than 250 wells in Kansas, Oklahoma and Texas.
Mr. Webb has also over 30 years of experience in managing or assisting public companies in both the US and Canada with regulatory compliance. His public company experience includes assisting companies with initial public offerings, reverse mergers, obtaining listings, and assisting with ongoing regulatory compliance.
Rachel Boulds, Chief Financial Officer of the Company. Ms. Boulds currently works for the Company on a part-time basis while also operating her sole accounting practice which she has led since 2009 and which provides all aspects of consulting and accounting services to clients, including the preparation of full disclosure financial statements for public companies to comply with GAAP and SEC requirements. Ms. Boulds also currently provides outsourced chief financial officer services for two other companies. From August 2004 through July 2009, she was employed as a Senior Auditor for HJ & Associates, LLC, where she performed audits and reviews of public and private companies, including the preparation of financial statements to comply with GAAP and SEC requirements. From 2003 through 2004, Ms. Boulds was employed as a Senior Auditor at Mohler, Nixon and Williams. From September 2001 through July 2003, Ms. Boulds worked as an ABAS Associate for PriceWaterhouseCoopers. From April 2000 through February 2001, Ms. Boulds was employed as an e-commerce Accountant for the Walt Disney Group’s GO.com. Ms. Boulds earned a B.S. in Accounting from San Jose University in 2001 and is licensed as a CPA in the state of Utah.
Berhane Tewolde, Director, Mr. Tewolde is an international commerce professional and entrepreneur with extensive experience in government, infrastructure, and private-sector development in Mexico and Latin America. He has served as Director within Mexico’s Secretariat of Agriculture, where he led national compliance with international standards and strengthened trade relations with the United States and European Union. Mr. Tewolde has founded and led multiple companies in construction, logistics, and financial consulting, including Grupo Tewolde S.A. de C.V., executing strategic projects in the oil and gas industry and infrastructure developments in Tamaulipas and Veracruz. He has also served as an advisor in high-level political initiatives in Mexico and Guatemala, fostering cross-border cooperation with private industry. Berhane holds a Bachelor’s degree in International Commerce from Tecnológico de Monterrey and brings a proven track record in strategic leadership, industry partnerships, and operational execution.
None of our directors or officers are related to each other. There are no arrangements or understandings with any of our principal stockholders, customers, suppliers, or any other person, pursuant to which any of our directors or executive officers were appointed.
Family Relationships
None of our directors or officers are related to each other. There are no arrangements or understandings with any of our principal stockholders, customers, suppliers, or any other person, pursuant to which any of our directors or executive officers were appointed.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
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1. |
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); |
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2. |
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
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3. |
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
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4. |
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
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5. |
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
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6. |
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Director Independence
We currently act with two directors, Noel Schaefer and Jose Berhane Tewolde Serrano. We have determined that we do not have an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating committee, but our directors and officer act in such capacities. We believe that our directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by our directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
Code of Ethics
The Company has not yet adopted a Code of Ethics.
ITEM 11. EXECUTIVE COMPENSATION
The table below
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SUMMARY COMPENSATION TABLE |
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Name |
Year |
Salary |
Bonus |
Stock |
Option |
Non- |
Change in |
All |
Total |
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|
Noel Schaefer |
2025 |
$ |
72,000 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
$ |
72,000 |
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Chief Operating Officer & Director |
2024 |
$ |
72,000 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
$ |
72,000 |
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Ivan Webb) |
2025 |
$ |
3,450 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
$ |
3,450 |
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Chief Executive Officer & Director |
2024 |
$ |
4,700 |
N/A |
$ |
N/A |
N/A |
N/A |
N/A |
N/A |
$ |
4,700 |
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Rachel Boulds |
2025 |
$ |
27,600 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
$ |
27,600 |
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|
Chief Financial Officer |
2024 |
$ |
26,400 |
N/A |
$ |
N/A |
N/A |
N/A |
N/A |
N/A |
$ |
28,650 |
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Noel Schaefer was appointed Chief Operating Officer on July 6, 2018. |
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Ivan Webb was appointed Vice President on March 16, 2015 and on July 6, 2018 was appointed Chief Executive Officer. On October 15, 2025, Ivan Webb resigned as the Company’s CEO. |
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Rachel Boulds was appointed Chief Financial Officer on February 7, 2020. |
Other than as set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
Stock Option Grants
We have not granted any stock options to the executive officers since our inception.
Outstanding Equity Awards at Fiscal Year End
For the years ended July 31, 2025 and 2024, no director or executive officer has received compensation from us pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan.
Compensation of Directors
No member of our Board of Directors received any compensation for his services as a director during the years ending July 31, 2025 and 2024.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of November 13, 2025, information regarding the beneficial ownership of each class of our voting securities by: (i) our officers and directors; (ii) all of our officers and directors as a group; and (iii) each person known by us to beneficially own 5% or more of any class of our outstanding voting securities. Generally, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days.
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Name and Address of Beneficial Owner |
Title of Class |
Amount and Nature of Beneficial |
Percent of |
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Ivan Webb, former Chief Executive Officer |
Common stock |
409,350 |
0.4 |
% |
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Noel Schaefer, Chief Operating Officer, Secretary & Director |
Common stock |
2,000,000 |
1.9 |
% |
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Rachel Boulds, CFO |
Common stock |
150,000 |
0.1 |
% |
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Jose Berhane Tewolde Serrano, Director |
— |
— |
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All officers and director as a group (4 persons) |
Common stock |
2,559,350 |
2.4 |
% |
|||||
|
Victor Miranda, Director |
Common stock |
22,083,333 |
20.6 |
% |
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Labrador Capital SAPI CV (3) |
Common stock |
5,000,000 |
4.7 |
% |
|||||
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All others as a group (2 persons) |
27,083,333 |
25.3 |
% |
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|
(1) |
Under SEC rules, beneficial ownership includes shares over which the individual or entity has voting or investment power and any shares which the individual or entity has the right to acquire within sixty days. |
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(2) |
Percentage ownership of common stock is based on 107,238,932 shares of our common stock. |
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(3) |
Victor Miranda is the president of Labrador Capital SAPI CV which is the holder of 5,000,000 shares of the Company’s common stock. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
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 July 31, 2025, there is $135,000 and $2,040 of principal and accrued interest, respectively, due on the LOC.
For the years ending July 31, 2025 and 2024, total payments of $66,000 and $72,000, respectively, were made to Noel Schaefer, a Director of the Company, for consulting services. As of July 31, 2025 and 2024, there is $32,500 and $26,500, respectively, credited to other payables (long term).
For the years ending July 31, 2025 and 2024, total payments of $3,450 and $4,700, respectively, were made to Ivan Webb, CEO of the Company, for consulting services.
During the year ending July 31, 2025, Victor Miranda, a former Director, purchased 300,000 shares of common stock for total proceeds of $15,000.
During the year ending July 31, 2025, Robert Campbell, a former Director, purchased 400,000 shares of common stock for total proceeds of $20,000.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The aggregate fees billed for the most recently completed fiscal year ended July 31, 2025 and 2024 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
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Year Ended |
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July 31, 2025 |
July 31, 2024 |
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Audit Fees |
$ | 40,500 | $ | 32,500 | ||||
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Audit Related Fees |
— | — | ||||||
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Tax Fees |
— | — | ||||||
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All Other Fees |
— | — | ||||||
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Total |
$ | 40,500 | $ | 32,500 | ||||
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
PART IV
ITEM 15. 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 (Form 10-K/A for the Year Ended July 31, 2025) |
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101.INS |
Inline XBRL Instance Document |
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101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities 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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(Registrant) |
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| Dated: November 26, 2025 |
/s/ Noel Schaefer |
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Noel Schaefer |
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Chief Operating Officer, Chief Executive Officer & Director |
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/s/ Jose Berhane Tewolde Serrano |
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Jose Berhane Tewolde Serrano |
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Director |
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/s/ Rachel Boulds |
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Rachel Boulds |
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Chief Financial Officer |