NXT Energy Solutions Inc 6-K, filed Aug 10, 2026
NXT Energy Solutions Inc. (NSFDF)
About this 6-K
NXT Energy Solutions Inc filed this 6-K on August 10, 2026.
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATEISSUER
PURSUANT TO RULE13a-16 OR 15d-16
UNDER THESECURITIES EXCHANGEACT OF 1934
For the month of August 2026
Commission File Number: 000-24027
| NXT Energy Solutions Inc. |
| (Translation of registrant's name into English) |
Suite 302
3320 - 17th Avenue SW
Calgary, Alberta, Canada, T3E0B4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
The Issuer is filing material documents not previously filed.
Exhibit List:
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| Financial Statements For the three months ended June 30, 2026 | |
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| 2 |
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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| NXT Energy Solutions Inc. | ||
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| (Registrant) |
| |
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| Date: August 6, 2026 | /s/ Eugene Woychyshyn | ||
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| Eugene Woychyshyn |
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| Vice President of Finance & CFO |
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| 3 |
EXHIBIT 99.1
NXT ENERGY SOLUTIONS INC.
Unaudited Condensed Consolidated Interim Financial Statements
For the three and six months ended
June 30, 2026
NXT ENERGY SOLUTIONS INC.
Condensed Consolidated Interim Balance Sheets
(Unaudited-expressed in Canadian dollars)
|
|
| June 30, |
|
| December 31, |
| ||
|
|
| 2026 |
|
| 2025 |
| ||
| Assets |
|
|
|
|
|
| ||
| Current assets |
|
|
|
|
|
| ||
| Cash and cash equivalents |
| $ | 1,368,289 |
|
| $ | 3,577,138 |
|
| Short-term investments |
|
| 354,912 |
|
|
| 343,075 |
|
| Accounts receivable (Note 3) |
|
| 1,347,677 |
|
|
| 2,928,840 |
|
| Contract assets (Note 3) |
|
| 1,459,377 |
|
|
| 1,303,051 |
|
| Prepaid expenses and deposits |
|
| 535,609 |
|
|
| 217,242 |
|
|
|
|
| 5,065,864 |
|
|
| 8,369,346 |
|
| Long term assets |
|
|
|
|
|
|
|
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| Deposits |
|
| 43,309 |
|
|
| 249,155 |
|
| Property and equipment |
|
| 355,791 |
|
|
| 388,792 |
|
| Right of Use Assets (Note 4) |
|
| 2,092,883 |
|
|
| 2,231,620 |
|
| Intellectual property (Note 5) |
|
| 7,223,710 |
|
|
| 8,072,967 |
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|
|
| $ | 14,781,557 |
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| $ | 19,311,880 |
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| Liabilities and Shareholders’ Equity |
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| Current liabilities |
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|
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|
| Accounts payable and accrued liabilities (Note 6) |
| $ | 1,287,491 |
|
| $ | 1,662,048 |
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| Income tax payable |
|
| 496,965 |
|
|
| 496,965 |
|
| Deferred revenue (Note 7) |
|
| 491,891 |
|
|
| - |
|
| Convertible debentures (Note 8) |
|
| - |
|
|
| 89,826 |
|
| Current portion of long-term debt |
|
| 111,111 |
|
|
| 111,111 |
|
| Current portion of lease obligations (Note 9) |
|
| 588,744 |
|
|
| 752,378 |
|
|
|
|
| 2,976,202 |
|
|
| 3,112,328 |
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| Long-term liabilities |
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|
|
|
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|
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| Long-term debt |
|
| 435,185 |
|
|
| 490,741 |
|
| Long-term lease obligations (Note 9) |
|
| 634,099 |
|
|
| 820,924 |
|
| Asset retirement obligations |
|
| 24,540 |
|
|
| 23,311 |
|
|
|
|
| 1,093,824 |
|
|
| 1,334,976 |
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|
|
|
| 4,070,026 |
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|
| 4,447,304 |
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| Shareholders’ equity |
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|
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|
|
|
|
| Common shares (Note 11): - authorized unlimited Issued: 119,533,834 (2025 – 118,596,228) common shares |
|
| 115,820,503 |
|
|
| 115,497,385 |
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| Contributed capital |
|
| 10,447,472 |
|
|
| 9,948,836 |
|
| Deficit |
|
| (115,556,444 | ) |
|
| (110,581,645 | ) |
|
|
|
| 10,711,531 |
|
|
| 14,864,576 |
|
|
|
| $ | 14,781,557 |
|
| $ | 19,311,880 |
|
Going Concern (Note 1)
Commitments (Note 10)
Subsequent event (Note 3)
| Signed “Charles Selby” |
| Signed “Gerry Sheehan” | |
| Director |
| Director | |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| Page | 2 |
NXT ENERGY SOLUTIONS INC.
Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss)
(Unaudited-expressed in Canadian dollars)
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| For the three months ended June 30, |
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| For the six months ended June 30, |
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| 2026 |
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| 2025 |
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| 2026 |
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| 2025 |
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| Revenue |
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| SFD® related revenue (Note 16) |
| $ | - |
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| $ | 1,656,476 |
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| $ | 107,801 |
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| $ | 14,120,547 |
|
| Expenses |
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|
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|
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| SFD® related costs, net |
|
| 442,503 |
|
|
| 1,267,796 |
|
|
| 853,642 |
|
|
| 3,599,626 |
|
| General and administrative expenses (Notes 13, 17) |
|
| 1,675,715 |
|
|
| 1,208,439 |
|
|
| 3,392,905 |
|
|
| 2,316,806 |
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| Amortization |
|
| 475,538 |
|
|
| 479,248 |
|
|
| 951,074 |
|
|
| 956,145 |
|
|
|
|
| 2,593,756 |
|
|
| 2,955,483 |
|
|
| 5,197,621 |
|
|
| 6,872,577 |
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| Other expenses (income) |
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|
|
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|
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| Interest expense, net |
|
| 5,696 |
|
|
| 194,697 |
|
|
| 9,058 |
|
|
| 445,329 |
|
| Foreign exchange loss (gain) |
|
| (49,775 | ) |
|
| (100,086 | ) |
|
| (134,785 | ) |
|
| (165,167 | ) |
| Remeasurement of convertible debentures (Note 8) |
|
| - |
|
|
| 5,579,602 |
|
|
| (6,584 | ) |
|
| 6,249,145 |
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| Other |
|
| 9,703 |
|
|
| 9,438 |
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|
| 17,290 |
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|
| 16,803 |
|
|
|
|
| (34,376 | ) |
|
| 5,683,651 |
|
|
| (115,021 | ) |
|
| 6,546,110 |
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|
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| Income (loss) before income taxes |
|
| (2,559,380 | ) |
|
| (6,982,658 | ) |
|
| (4,974,799 | ) |
|
| 701,860 |
|
|
|
|
|
|
|
|
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|
|
|
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|
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| Income tax expense |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
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|
|
|
|
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|
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| Net income (loss) and comprehensive income (loss) |
| $ | (2,559,380 | ) |
| $ | (6,982,658 | ) |
| ($4,974,799) |
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| $ | 701,860 |
| |
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| Net (loss) income per share (Note 12) |
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|
|
|
|
|
|
|
|
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| Basic |
| $ | (0.02 | ) |
| $ | (0.08 | ) |
| $ | (0.04 | ) |
| $ | 0.01 |
|
| Diluted |
| $ | (0.02 | ) |
| $ | (0.08 | ) |
| $ | (0.04 | ) |
| $ | 0.01 |
|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| Page | 3 |
NXT ENERGY SOLUTIONS INC.
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited-expressed in Canadian dollars)
|
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| For the three months ended June 30, |
|
| For the six months ended June 30, |
| ||||||||||
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|
| 2026 |
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| 2025 |
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| 2026 |
|
| 2025 |
| ||||
| Cash from (used in): |
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| Operating activities |
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|
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|
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|
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| ||||
| Net income (loss) |
| $ | (2,559,380 | ) |
| $ | (6,982,658 | ) |
| $ | (4,974,799 | ) |
| $ | 701,860 |
|
| Items not affecting cash: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock based compensation expense (Note 13) |
|
| 367,363 |
|
|
| 338,162 |
|
|
| 704,041 |
|
|
| 537,077 |
|
| Amortization |
|
| 475,538 |
|
|
| 479,248 |
|
|
| 951,074 |
|
|
| 956,145 |
|
| Accretion expense |
|
| 614 |
|
|
| 615 |
|
|
| 1,229 |
|
|
| 1,228 |
|
| Non-cash lease amortization and accretion (Note 9) |
|
| 60,182 |
|
|
| 58,234 |
|
|
| 120,343 |
|
|
| 116,550 |
|
| Unrealized foreign exchange gain |
|
| (7,205 | ) |
|
| (217,139 | ) |
|
| (58,980 | ) |
|
| (262,066 | ) |
| Loss on disposal of assets and lease modification |
|
| - |
|
|
| 6,734 |
|
|
| - |
|
|
| 7,138 |
|
| Remeasurement of convertible debentures (Note 8) |
|
| - |
|
|
| 5,579,602 |
|
|
| (6,584 | ) |
|
| 6,249,145 |
|
| Change in non-cash working capital balances (Note 15) |
|
| 1,568,699 |
|
|
| 1,133,650 |
|
|
| 1,467,226 |
|
|
| (6,375,490 | ) |
| Lease payments (Note 9) |
|
| (60,168 | ) |
|
| (60,168 | ) |
|
| (120,336 | ) |
|
| (120,336 | ) |
|
|
|
| 2,405,023 |
|
|
| 7,318,938 |
|
|
| 3,058,013 |
|
|
| 1,109,391 |
|
| Net cash from (used) in operating activities |
|
| (154,357 | ) |
|
| 336,280 |
|
|
| (1,916,786 | ) |
|
| 1,811,251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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| Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from the employee share purchase plan (Note 13) |
|
| 14,561 |
|
|
| 10,557 |
|
|
| 26,151 |
|
|
| 26,333 |
|
| Proceeds from stock options |
|
| - |
|
|
| 59,417 |
|
|
| - |
|
|
| 59,417 |
|
| Repayment of long-term debt |
|
| (27,778 | ) |
|
| (27,778 | ) |
|
| (55,556 | ) |
|
| (55,556 | ) |
| Repayment of lease obligation (Note 9) |
|
| (149,763 | ) |
|
| (139,318 | ) |
|
| (295,121 | ) |
|
| (274,539 | ) |
| Net cash used in financing activities |
|
| (162,980 | ) |
|
| (97,122 | ) |
|
| (324,526 | ) |
|
| (244,345 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| Investing activity |
|
|
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|
|
|
|
|
|
|
|
|
|
|
| Purchase of property, plant and equipment, net |
|
| - |
|
|
| (10,110 | ) |
|
| - |
|
|
| (41,303 | ) |
| Purchase of short-term investments |
|
| 68,435 |
|
|
| - |
|
|
| - |
|
|
| (213,940 | ) |
| Net cash used in investing activity |
|
| 68,435 |
|
|
| (10,110 | ) |
|
| - |
|
|
| (255,243 | ) |
| Effect of foreign exchange rate changes on cash and cash equivalents |
|
| 13,091 |
|
|
| (98,872 | ) |
|
| 32,463 |
|
|
| (94,525 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net increase (decrease) in cash and cash equivalents |
|
| (235,811 | ) |
|
| 130,176 |
|
|
| (2,208,849 | ) |
|
| 1,217,138 |
|
| Cash and cash equivalents, beginning of the period |
|
| 1,604,100 |
|
|
| 1,817,357 |
|
|
| 3,577,138 |
|
|
| 730,395 |
|
| Cash and cash equivalents, end of the period |
| $ | 1,368,289 |
|
| $ | 1,947,533 |
|
| $ | 1,368,289 |
|
| $ | 1,947,533 |
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
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| Supplemental information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash interest paid (received) |
| $ | (13,069 | ) |
| $ | 209,278 |
|
| $ | (18,346 | ) |
| $ | 422,427 |
|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| Page | 4 |
NXT ENERGY SOLUTIONS INC.
Condensed Consolidated Interim Statements of Shareholders’ Equity
(Unaudited-expressed in Canadian dollars)
|
|
| For the three months ended June 30, |
|
| For the six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
|
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| Common Shares |
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| ||||
| Balance at beginning of the period |
| $ | 115,791,378 |
|
| $ | 98,441,552 |
|
| $ | 115,497,385 |
|
| $ | 98,262,510 |
|
| Issuance of common stock, net of share issuance costs for: (Note 11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Employee Share Purchase Plan |
|
| 29,125 |
|
|
| 21,113 |
|
|
| 51,179 |
|
|
| 52,665 |
|
| Restricted Stock Unit Plan |
|
| - |
|
|
| - |
|
|
| 188,587 |
|
|
| 39,035 |
|
| Exercise of stock options |
|
| - |
|
|
| 59,417 |
|
|
| - |
|
|
| 59,417 |
|
| Conversion of convertible debentures (Note 8) |
|
| - |
|
|
| 13,161,546 |
|
|
| 83,352 |
|
|
| 13,161,546 |
|
| Transfers from contributed capital: |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise of stock options |
|
| - |
|
|
| 39,039 |
|
| - |
|
|
| 39,039 |
| |
| Equity based transaction with non-employee |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 108,455 |
|
| Balance at end of the period |
|
| 115,820,503 |
|
|
| 111,722,667 |
|
|
| 115,820,503 |
|
|
| 111,722,667 |
|
| Contributed Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at beginning of the period |
|
| 10,197,572 |
|
|
| 9,771,592 |
|
|
| 9,948,836 |
|
|
| 9,739,322 |
|
| Transfer of equity to common shares (Note 11) |
|
| - |
|
|
| (39,039 | ) |
|
| - |
|
|
| (147,494 | ) |
| Recognition of stock-based compensation expense (Note 13) |
|
| 249,900 |
|
|
| 141,975 |
|
|
| 498,636 |
|
|
| 282,700 |
|
| Balance at end of the period |
|
| 10,447,472 |
|
|
| 9,874,528 |
|
|
| 10,447,472 |
|
|
| 9,874,528 |
|
| Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at beginning of the period |
|
| (112,997,064 | ) |
|
| (100,579,978 | ) |
|
| (110,581,645 | ) |
|
| (108,264,496 | ) |
| Net income (loss) |
|
| (2,559,380 | ) |
|
| (6,982,658 | ) |
|
| (4,974,799 | ) |
|
| 701,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at end of the period |
|
| (115,556,444 | ) |
|
| (107,562,636 | ) |
|
| (115,556,444 | ) |
|
| (107,562,636 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Shareholders’ Equity at end of the period |
| $ | 10,711,531 |
|
| $ | 14,034,559 |
|
| $ | 10,711,531 |
|
| $ | 14,034,559 |
|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| Page | 5 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
1. The Company and going concern
NXT Energy Solutions Inc. (the “Company” or “NXT”) is a publicly traded company based in Calgary, Alberta Canada and listed on the Toronto Stock Exchange (“TSX”) and the United States OTC Markets Group’s Venture Stage Marketplace (the “OTC”).
NXT’s proprietary Stress Field Detection (“SFD®”) technology is an airborne survey system that utilizes the principles of quantum mechanics to infer stress anomalies of exploration interest. This method can be used both onshore and offshore to remotely identify areas conducive to fluid entrapment to recommend areas with commercial hydrocarbon and/or geothermal potential.
These unaudited condensed consolidated interim financial statements for the period ended June 30, 2026 (the” Consolidated Financial Statements”) of NXT have been prepared by management in accordance with generally accepted accounting principles of the United States of America (“US GAAP”). These Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2025, issued on March 31, 2026.
These Consolidated Financial Statements reflect adjustments, all of which are normal recurring adjustments that are, in the opinion of management, necessary to reflect fairly the financial position and results of operations for the respective periods but might not necessarily be indicative of results of an entire fiscal year.
i. Going Concern
These Consolidated Financial Statements have been prepared on a going concern basis. The going concern basis of presentation assumes that NXT will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
The events described in the following paragraphs highlight that there continues to be material uncertainties that cast substantial doubt about NXT’s ability to continue as a going concern within one year after the date that these Consolidated Financial Statements have been issued. The Company’s current cash position is not expected to be sufficient to meet the Company’s obligations and planned operations for a year beyond the date that these Consolidated Financial Statements have been issued but has had positive progress during the last year to improve its current cash position.
The Company continues to develop its pipeline of opportunities to secure additional revenue contracts. The Company’s longer-term success remains dependent upon its ability to convert these revenue opportunities into successful contracts, to continue to attract new client projects, expand its revenue base to a level sufficient to exceed fixed operating costs, and generate consistent positive cash flow from operations. The occurrence and timing of these events cannot be predicted with certainty.
Further financing options that may or may not be available to the Company include the issuance of new equity, debentures or bank credit facilities. The need for any of these options will be dependent on the timing of securing additional SFD® related revenues and obtaining financing on terms that are acceptable to both the Company and the financier.
| Page | 6 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
The Consolidated Financial Statements do not reflect adjustments that would be necessary if the going concern basis was not appropriate. If the going concern basis was not appropriate for these Consolidated Financial Statements, then adjustments would be necessary in the carrying value of the assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used. These adjustments could be material.
ii) Use of Estimates and Judgements
In preparing these Consolidated Financial Statements, NXT is required to make estimates and assumptions that affect both the amount and timing of recording assets, liabilities, revenues and expenses since the determination of these items may be dependent on future events. The Company uses the most current information available and exercises careful judgment in making these estimates and assumptions. In the opinion of management, these Consolidated Financial Statements have been properly prepared within reasonable limits of materiality and within the framework of the Company’s significant accounting policies. These estimates and judgments include but are not limited to assessment of impairment indicators of intellectual property, recognition of SFD® related revenue, going concern considerations, estimated useful lives of intellectual property and property, plant and equipment, allowance for expected credit losses, and the assumptions used in to measure stock-based compensation expense. The estimates and assumptions used are based upon management’s best estimate as at the date of the Consolidated Financial Statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period when determined. Actual results may differ from those estimates. These estimates and judgements are consistent with those outlined in the Company’s consolidated financial statement for the fiscal year ended December 31, 2025, other than allowances for expected credit losses.
Allowance for expected credit losses - In making the assessment of expected losses, the Company considers the following factors: historically realized bad debts; a counterparty’s present financial condition and whether a counterparty has breached certain contracts; the probability that a counterparty will enter bankruptcy; changes in economic conditions that correlate to increased levels of default and term to maturity of the specific receivable. These expected credit losses are recognized as an allowance rather than as a direct write-down of the amortized cost basis.
2. Significant Accounting Policies
Basis of Presentation
These Consolidated Financial Statements for the period ending June 30, 2026, have been prepared by management in accordance with generally accepted accounting principles of US GAAP and by applying the same accounting policies and methods as used in preparing the consolidated financial statement for the fiscal year ended December 31, 2025. There were no new policies adopted on January 1, 2026.
Recent Accounting Pronouncements
New standards, amendments and interpretations adopted
| Page | 7 |
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosures about specified categories of expenses included in certain expense captions presented on the face of the income statement. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its Consolidated Financial Statements and related disclosures.
3. Accounts receivable and Contract Assets
|
|
| June 30, |
|
| December 31, |
| ||
|
|
| 2026 |
|
| 2025 |
| ||
| Trade receivables and contract assets |
| $ | 2,746,004 |
|
| $ | 4,135,241 |
|
| Contract assets |
|
| (1,459,377 | ) |
|
| (1,303,051 | ) |
| Trade receivables |
|
| 1,286,627 |
|
|
| 2,832,190 |
|
| Other receivables |
|
| 61,050 |
|
|
| 96,650 |
|
| Net Accounts receivable |
|
| 1,347,677 |
|
|
| 2,928,840 |
|
| Allowance for doubtful accounts |
|
| - |
|
|
| - |
|
| Accounts receivable |
|
| 1,347,677 |
|
|
| 2,928,840 |
|
Aging of trade receivable as of June 30, 2026
| Current |
| $ | - |
|
| 0-90 days |
|
| - |
|
| 91-180 days |
|
| 1,286,627 |
|
| >180 days |
|
| - |
|
|
|
|
| 1,286,627 |
|
The $1,286,627 overdue for greater 91-180 days is with one customer. The Company is in regular communication with the customer, and they have agreed to a payment plan. To date, the customer has paid $146,829 (US$106,300) for invoices related to this outstanding balance. Given recent payment and agreement on payment terms, the Company has determined a provision was not required as of June 30, 2026 and will revisit this analysis in future periods.
| Page | 8 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
Contract Assets
Contract assets are revenues not invoiced as of June 30, 2026.
| Movement in contract assets |
| US$ |
|
| CDN$ |
| ||
| Balance, January 1, 2025 |
| $ | - |
|
| $ | - |
|
| 2025 Revenue |
|
| 11,486,476 |
|
|
| 16,351,286 |
|
| 2025 Revenue invoiced per contract milestones |
|
| (10,536,943 | ) |
|
| (15,048,235 | ) |
| Balance, December 31, 2025 |
|
| 949,533 |
|
|
| 1,303,051 |
|
| Revenue for the six months ended June 30, 2026 |
|
| 78,452 |
|
|
| 107,801 |
|
| Foreign exchange gain |
|
| - |
|
|
| 48,525 |
|
| Balance, June 30, 2026 |
|
| 1,027,985 |
|
|
| 1,459,377 |
|
4. Right of use assets
|
|
| Cost |
|
| Accumulated |
|
| Right of |
| |||
| June 30, 2026 |
| Base |
|
| Amortization |
|
| Use |
| |||
| Aircraft |
| $ | 3,468,239 |
|
| $ | 2,160,744 |
|
| $ | 1,307,495 |
|
| Office Building |
|
| 2,324,694 |
|
|
| 1,540,674 |
|
|
| 784,020 |
|
| Printer |
|
| 9,716 |
|
|
| 8,348 |
|
|
| 1,368 |
|
|
|
|
| 5,802,649 |
|
|
| 3,709,766 |
|
|
| 2,092,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
| Cost |
|
| Accumulated |
|
| Right of |
| |||
| December 31, 2025 |
| Base |
|
| Amortization |
|
| Use |
| |||
| Aircraft |
| $ | 3,468,239 |
|
| $ | 2,091,929 |
|
| $ | 1,376,310 |
|
| Office Building |
|
| 2,324,694 |
|
|
| 1,472,261 |
|
|
| 852,433 |
|
| Printer |
|
| 9,716 |
|
|
| 6,839 |
|
|
| 2,877 |
|
|
|
|
| 5,802,649 |
|
|
| 3,571,029 |
|
|
| 2,231,620 |
|
Aircraft
On March 22, 2024, the Company extended its Aircraft lease for three years to March 28, 2027. The Company will own the aircraft at the end of the lease term. Terms of the lease extension include an interest rate of 12%, and monthly payments of US$40,189. The Company has an early purchase option to acquire the aircraft on September 28, 2026. The purchase price would be the amortized value of the lease liability, plus a four-months of interest. The lease is being treated as a finance lease.
| Page | 9 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
5. Intellectual property
|
|
| Cost |
|
| Accumulated |
|
| Net book |
| |||
| June 30, 2026 |
| Base |
|
| amortization |
|
| Value |
| |||
| SFD® Hydrocarbon Right |
| $ | 25,271,000 |
|
| $ | 18,251,701 |
|
| $ | 7,019,299 |
|
| SFD® Geothermal Right |
|
| 275,610 |
|
|
| 71,199 |
|
|
| 204,411 |
|
|
|
|
| 25,546,610 |
|
|
| 18,322,900 |
|
|
| 7,223,710 |
|
|
|
| Cost |
|
| Accumulated |
|
| Net book |
| |||
| December 31, 2025 |
| Base |
|
| amortization |
|
| Value |
| |||
| SFD® Hydrocarbon Right |
| $ | 25,271,000 |
|
| $ | 17,409,334 |
|
| $ | 7,861,666 |
|
| SFD® Geothermal Right |
|
| 275,610 |
|
|
| 64,309 |
|
|
| 211,301 |
|
|
|
|
| 25,546,610 |
|
|
| 17,473,643 |
|
|
| 8,072,967 |
|
During 2015, NXT acquired the rights to the SFD® technology for use in the exploration of hydrocarbons (“Hydrocarbon Right”). The Company acquired the SFD® technology rights for geothermal resources (“Geothermal Right”) during 2021. The Hydrocarbon Right and Geothermal Right were recorded at the fair value of the consideration transferred and are capitalized.
The Hydrocarbon Right is being amortized on a straight-line basis over its estimated useful life of 15 years. The annual amortization expense expected to be recognized is approximately $1.7 million per year. Remaining amortization is estimated to be as follows:
|
|
| Amortization |
| |
| July 2026 to December 2026 |
|
| 842,367 |
|
| Fiscal year 2027 |
|
| 1,684,733 |
|
| Fiscal year 2028 |
|
| 1,684,733 |
|
| Fiscal year 2029 |
|
| 1,684,733 |
|
| Fiscal year 2030 |
|
| 1,327,144 |
|
| Total |
|
| 7,223,710 |
|
The current book value of the Geothermal Right is being amortized on a straight-line basis over its estimated useful life of 20 years. The annual amortization expense expected to be recognized is approximately $13,781 per year for a 5-year aggregate total of approximately $68,902.
| Page | 10 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
6. Accounts payable and accrued liabilities
|
|
| June 30, |
|
| December 31, |
| ||
|
|
| 2026 |
|
| 2025 |
| ||
| Accrued liabilities related to: |
|
|
|
|
|
| ||
| Consultants and professional fees |
| $ | 165,654 |
|
| $ | 72,434 |
|
| Payroll related |
|
| 607,270 |
|
|
| 496,457 |
|
| Board of director’s fees |
|
| 191,229 |
|
|
| 291,218 |
|
| Interest payable |
|
| 235 |
|
|
| 13,430 |
|
|
|
|
| 964,388 |
|
|
| 873,539 |
|
| Trade payables and other |
|
| 323,103 |
|
|
| 788,509 |
|
|
|
|
| 1,287,491 |
|
|
| 1,662,048 |
|
At June 30, 2026, payroll related includes $139,125 (2025 - $326,841) accrued for RSUs.
7. Deferred revenue
As of June 30, 2026, the company has received $491,891 (US$346,500) of deposits for signed SFD® contracts that is expected to commence during 2026.
8. Convertible Debentures
There were no convertible debentures outstanding as at June 30, 2026.
Between May 31, 2023, and November 12, 2024, the Company issued a total of US$6,172,000 of convertible debentures. US$6,127,000 of the debentures were converted into common shares during 2025 and US$45,000 were converted into 248,893 common shares on January 5, 2026. The fair value of the convertible debentures is determined using valuation techniques that incorporate significant unobservable inputs and is classified as Level 3 within the fair value hierarchy. Key inputs include the market price of the Company’s common shares, expected share price volatility, remaining term to maturity, and the contractual conversion price.
During the six months ended June 30, 2026, the Company recognized a gain of $6,584 related to the remeasurement of convertible debentures, which is included in other expenses in the consolidated statements of loss and comprehensive loss.
| Page | 11 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
| Movement in convertible debentures |
| US$ |
|
| CDN$ |
| ||
| Balance, January 1, 2025 |
| $ | 6,378,141 |
|
| $ | 9,174,957 |
|
| Fair value remeasurement of convertible debentures held at the beginning of the year |
|
| 3,960,005 |
|
|
| 5,418,502 |
|
| Conversion to common shares |
|
| (10,272,690 | ) |
|
| (14,114,800 | ) |
| Foreign exchange |
|
| - |
|
|
| (388,833 | ) |
| Balance, December 31, 2025 |
|
| 65,456 |
|
|
| 89,826 |
|
| Fair value remeasurement on January 5, 2026 |
|
| (4,826 | ) |
|
| (6,584 | ) |
| Conversion to common shares on January 5, 2026 |
|
| (60,630 | ) |
|
| (83,352 | ) |
| Foreign exchange |
|
| - |
|
|
| 110 |
|
| Balance, June 30, 2026 |
|
| - |
|
|
| - |
|
Debenture Conversions
On May 30, 2025, Ataraxia Capital (“Ataraxia”) converted $3,175,480 (US$2,300,000) of convertible debentures into 13,540,208 commons shares at conversion prices of US$0.143 and US$0.24 per common share.
On June 26, 2025, MCAPM, LP and Michael P. Mork (“Mork Capital”) converted convertible debentures with a face value US$3,375,000 into 15,605,088 common shares at conversion prices of US$0.1808 and US$0.25 per common share. The common shares related to the Mork Capital convertible debenture were recognized at their fair value using Level 3 inputs, resulting in a fair value of $9,986,066 (US$7,282,838) on the date of conversion.
On September 23, 2025, US$49,000 face value of convertible debentures were converted into 271,017 common shares of NXT at a conversion price of US$0.1808. The common shares related to the September 23, 2025, conversion of convertible debenture was recognized at their fair value using Level 3 inputs, resulting in a fair value of $153,571 (US$111,078) on the date of conversion.
During December 2025, US$677,000 face value of convertible debentures were converted into 2,228,979 common shares of NXT at a conversion price of US$0.1808. The common shares related to the December 2025 conversion of convertible debenture was recognized at their fair value using Level 3 inputs, resulting in a fair value of $799,683 (US$578,774) on the dates of conversion.
On January 5, 2026, US$45,000 face value of convertible debentures were converted into 248,893 common shares of NXT at a conversion price of US$0.1808. The common shares converted were recognized at their fair value using Level 3 inputs, resulting in a fair value of C$83,352 (US$60,630) on the date of conversion.
The fair value attributed to convertible debentures was determined utilizing the following key weighted average assumptions:
| For the periods ended |
| 2026 |
|
| 2025 |
| ||
| Volatility |
|
| 98 | % |
|
| 99 | % |
| Term to maturity (years) |
|
| 0.01 |
|
|
| 0.64 |
|
| Price of common shares |
| $ | 0.24 |
|
| $ | 0.41 |
|
| Page | 12 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
| Interest expense for convertible debentures |
| For the three months ended June 30, |
|
| For the six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
| $US |
| $ | - |
|
| $ | 130,644 |
|
| $ | 611 |
|
| $ | 282,830 |
|
| $CDN |
| $ | - |
|
| $ | 180,494 |
|
| $ | 840 |
|
| $ | 403,200 |
|
9. Lease obligations
|
|
| For the six months ended June 30,2026 |
|
| For the year ended December 31, 2025 |
| ||
| Opening balance, January 1 |
| $ | 1,573,302 |
|
| $ | 2,301,542 |
|
| Additions |
|
| - |
|
|
| - |
|
| Operating lease payments |
|
| (120,336 | ) |
|
| (240,676 | ) |
| Finance lease principal payments |
|
| (295,121 | ) |
|
| (565,969 | ) |
| Lease accretion |
|
| 50,415 |
|
|
| 113,041 |
|
| Foreign exchange |
|
| 14,583 |
|
|
| (34,636 | ) |
| Closing Balance |
|
| 1,222,843 |
|
|
| 1,573,302 |
|
| Current portion of lease obligations |
|
| 588,744 |
|
|
| 752,378 |
|
| Long-term lease obligations |
|
| 634,099 |
|
|
| 820,924 |
|
| Maturity of lease liabilities: |
| Finance Lease1. |
|
| Operating Leases |
|
| Total |
| |||
| 2026 |
|
| 342,314 |
|
|
| 120,053 |
|
|
| 462,367 |
|
| 2027 |
|
| 115,083 |
|
|
| 237,252 |
|
|
| 352,335 |
|
| 2028 |
|
| - |
|
|
| 237,252 |
|
|
| 237,252 |
|
| 2029 |
|
| - |
|
|
| 237,252 |
|
|
| 237,252 |
|
| 2030 |
|
| - |
|
|
| 177,938 |
|
|
| 177,938 |
|
| Total lease payments |
|
| 457,397 |
|
|
| 1,009,747 |
|
|
| 1,467,144 |
|
| Less imputed interest |
|
| (19,935 | ) |
|
| (224,365 | ) |
|
| (244,300 | ) |
| Total discounted lease payments |
|
| 437,462 |
|
|
| 785,382 |
|
|
| 1,222,844 |
|
| Current portion of lease obligations |
|
| 437,462 |
|
|
| 151,282 |
|
|
| 588,744 |
|
| Non-current portion of lease obligations |
|
| - |
|
|
| 634,100 |
|
|
| 634,100 |
|
|
| 1. | Converted at 1.4196 |
As of June 30, 2026, the Company’s aircraft lease was a financing lease, and the other leases were operating leases. The weighted average incremental borrowing rate for all leases is 10.7%. None of the leases have an option to extend past their current terms. The weighted average remaining lease terms at June 30, 2026, is 3.0 years. The Company’s total operating lease expenditures for the period ended June 30, 2026, were $120,336 (2025-$120,336). The Company’s total financing lease expenditures for the period ended June 30, 2026, was $331,336 (2025-$345,984), including interest expense of approximately $35,837 (2025-$71,445). Lease expense for operating leases are included in general and administrative expenses, while finance lease expenses are included in both amortization and interest expense, net.
| Page | 13 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
Non-cash lease amortization and accretion
|
|
| For the three months ended June 30, |
|
| For the six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
| Amortization of lease incentives and other |
| $ | - |
|
| $ | (1,889 | ) |
| $ | - |
|
| $ | (3,779 | ) |
| ROU asset amortization |
|
| 35,496 |
|
|
| 31,405 |
|
|
| 69,922 |
|
|
| 61,864 |
|
| Lease liability accretion |
|
| 24,686 |
|
|
| 28,718 |
|
|
| 50,421 |
|
|
| 58,465 |
|
|
|
|
| 60,182 |
|
|
| 58,234 |
|
|
| 120,343 |
|
|
| 116,550 |
|
10. Commitments
The table below is the non-lease operating cost components associated with the costs of the building lease for the remaining term of the building lease.
|
|
| Office Premises |
| |
| July 2026 to December 2026 |
|
| 81,701 |
|
| Fiscal year 2027 |
|
| 163,401 |
|
| Fiscal year 2028 |
|
| 163,401 |
|
| Fiscal year 2029 |
|
| 163,401 |
|
| Fiscal year 2030 |
|
| 122,551 |
|
| Total |
|
| 694,455 |
|
11. Common shares
The Company is authorized to issue an unlimited number of common shares, of which the following are issued and outstanding:
|
|
| For the six months ended June 30, |
| |||||||||||||
|
|
| 2026 |
|
| 2025 |
| ||||||||||
|
|
| # of shares |
|
| $ amount |
|
| # of shares |
|
| $ amount |
| ||||
| As at the beginning of the year |
|
| 118,596,228 |
|
|
| 115,497,385 |
|
|
| 78,495,184 |
|
|
| 98,262,510 |
|
| Employee Share Purchase Plan (Note 13) |
|
| 138,018 |
|
|
| 51,179 |
|
|
| 201,052 |
|
|
| 52,665 |
|
| Restricted Stock Units (Note 13) |
|
| 550,695 |
|
|
| 188,587 |
|
|
| 194,206 |
|
|
| 39,035 |
|
| Exercise of stock options |
|
| - |
|
|
| - |
|
|
| 282,466 |
|
|
| 98,456 |
|
| Conversion of convertible debentures (Note 8) |
|
| 248,893 |
|
|
| 83,352 |
|
|
| 29,145,296 |
|
|
| 13,161,546 |
|
| Equity based transaction with non-employee |
|
| - |
|
|
| - |
|
|
| 634,439 |
|
|
| 108,455 |
|
| As at the end of the period |
|
| 119,533,834 |
|
|
| 115,820,503 |
|
|
| 108,952,643 |
|
|
| 111,722,667 |
|
| Page | 14 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
Equity based transaction with non-employee:
On October 1, 2023, the Company entered into a service agreement with a marketing consultant (the “Consultant”) to provide sales and marketing services to introduce potential customers to the Company’s SFD® technology, attend trade shows, and update the Company’s marketing systems for a fixed period of 5 months. The Consultant agreed to be compensated in Common Shares only for approximately US$16,000 per month, based on the five-day volume average price at the end of each month until February 29, 2024. 634,439 common shares issued to the Consultant on January 29, 2025, once all regulatory and contractual approvals were obtained.
12. Net income (loss) per share
Net income (loss) per share – Basic and Diluted
|
|
| For the three months ended June 30, |
|
| For the six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
| Net (loss) income for the period |
| $ | (2,559,380 | ) |
| $ | (6,982,658 | ) |
| $ | (4,974,799 | ) |
| $ | 701,860 |
|
| Basic weighted average number of shares outstanding for the period |
|
| 119,510,044 |
|
|
| 84,870,859 |
|
|
| 119,244,674 |
|
|
| 81,988,924 |
|
| Net (loss) income per share – Basic and Diluted |
| $ | (0.02 | ) |
| $ | (0.08 | ) |
| $ | (0.04 | ) |
| $ | 0.01 |
|
In periods in which a loss results, all outstanding stock options, RSUs, deferred share units (“DSUs”) and potential shares from convertible debentures have been excluded from the diluted loss per share calculations if their effect is anti-dilutive. In addition, for the six-month period ending June 30, 2025, the effect of the accumulated change on the fair value of convertible debentures is also anti-dilutive.
13. Share-based compensation
The Company has an equity compensation program in place for its executives, employees and directors. Executives and employees are given equity compensation grants that vest based on a recipient’s continued employment. The Company’s stock-based compensation awards outstanding as at June 30, 2026, include stock options, DSUs, RSUs, and the employee share purchase plan (“ESP Plan”). The following tables provide information about stock option, RSUs, DSUs, and ESP Plan activity.
| Page | 15 |
|
|
| For the three months ended June 30, |
|
| For the six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
| Stock Option Expense |
| $ | 211,150 |
|
| $ | 103,225 |
|
| $ | 421,136 |
|
| $ | 205,200 |
|
| Deferred Share Units |
|
| 38,750 |
|
|
| 38,750 |
|
|
| 77,500 |
|
|
| 77,500 |
|
| Stock-based compensation expense in Contributed Capital |
|
| 249,900 |
|
|
| 141,975 |
|
|
| 498,636 |
|
|
| 282,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Employee Share Purchase Plan |
|
| 14,563 |
|
|
| 10,556 |
|
|
| 25,027 |
|
|
| 26,332 |
|
| Restricted Stock Units |
|
| 102,900 |
|
|
| 185,631 |
|
|
| 180,378 |
|
|
| 228,045 |
|
| Total stock-based compensation expense |
|
| 367,363 |
|
|
| 338,162 |
|
|
| 704,041 |
|
|
| 537,077 |
|
Stock Options:
The following is a summary of stock options which are outstanding as at June 30, 2026.
| Exercise price per share |
|
| # of options outstanding |
|
| # of options exercisable |
|
| Average remaining life (in years) |
| ||||
| $ | 0.200 |
|
|
| 166,200 |
|
|
| 166,200 |
|
|
| 1.9 |
|
| $ | 0.203 |
|
|
| 1,400,000 |
|
|
| - |
|
|
| 3.1 |
|
| $ | 0.216 |
|
|
| 1,553,334 |
|
|
| 440,000 |
|
|
| 1.5 |
|
| $ | 0.252 |
|
|
| 78,850 |
|
|
| 78,850 |
|
|
| 1.2 |
|
| $ | 0.259 |
|
|
| 100,000 |
|
|
| 33,333 |
|
|
| 0.0 |
|
| $ | 0.260 |
|
|
| 52,650 |
|
|
| 52,650 |
|
|
| 1.5 |
|
| $ | 0.264 |
|
|
| 177,200 |
|
|
| 177,200 |
|
|
| 1.5 |
|
| $ | 0.309 |
|
|
| 4,350,000 |
|
|
| 50,000 |
|
|
| 4.5 |
|
|
|
|
|
|
| 7,878,234 |
|
|
| 998,233 |
|
|
| 3.3 |
|
The continuity of the number of stock options which are outstanding at the end of the current period and as at the prior fiscal year ended December 31, 2025:
| For the six months ended | For the year ended |
| ||||||||||||||
|
|
| June 30, 2026 |
|
| December 31 2025 |
| ||||||||||
|
|
|
|
|
| weighted |
|
|
|
|
| Weighted |
| ||||
|
|
| # of stock |
|
| average |
|
| # of stock |
|
| Average |
| ||||
|
|
| Options |
|
| exercise price |
|
| Options |
|
| exercise price |
| ||||
| Options outstanding, start of the year |
|
| 7,878,234 |
|
| $ | 0.27 |
|
|
| 2,647,820 |
|
| $ | 0.30 |
|
| Granted |
|
| - |
|
| $ | - |
|
|
| 5,750,000 |
|
| $ | 0.28 |
|
| Exercised |
|
| - |
|
| $ | - |
|
|
| (310,799 | ) |
| $ | (0.21 | ) |
| Expired |
|
| - |
|
| $ | - |
|
|
| (208,787 | ) |
| $ | (0.48 | ) |
| Options outstanding, end of the period |
|
| 7,878,234 |
|
| $ | 0.27 |
|
|
| 7,878,234 |
|
| $ | 0.27 |
|
| Options exercisable, end of the period |
|
| 998,233 |
|
| $ | 0.23 |
|
|
| 998,233 |
|
| $ | 0.23 |
|
| Page | 16 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
Stock options granted generally expire, if unexercised, five years from the date granted and entitlement to exercise them generally vests at a rate as determined by the Board of Directors.
On December 16, 2025, the Company granted 4,300,000 incentive stock options at a strike price of $0.309 to employees and directors of the Company. One half of these stock options will vest when the Company achieves a trailing twelve-month free cash flow per share of $0.15. The other half will vest when the Company achieves a trailing 12-month revenue of $25,000,000. The Company is currently recognizing Stock based compensation expense (“SBCE”) for these stock options. None have vested as of June 30, 2026. The Company currently estimates that it will achieve the two targets during Q1-27.
On February 24, 2025, the Company granted 1,400,000 incentive stock options at a strike price of $0.203 to directors of the Company. These stock options will vest upon the achieving of a trailing twelve-month free cash flow per share of $0.10. The Company is currently recognizing SBCE for these stock options. None have vested as of June 30, 2026. The Company currently estimates that it will achieve the target of free cash flow per share of $0.10 during Q1-27.
On January 6, 2023, the Company announced the grant of 2,050,000 performance stock options at a price of $0.216 to employees, officers and directors. These stock options vest upon receipt of cash for SFD® services performed as per the following schedule.
| Vesting Target |
| Vested |
|
| 1/3 vest upon the collection of US$6.5 million |
| Yes |
|
| 1/3 vest upon the collection of the next US$7.0 million |
| No |
|
| 1/3 vest upon the collection of an additional US$7.5 million |
| No |
|
Approximately 1,653,334 of these options are outstanding as of June 30, 2026, of which 473,333 are vested. The Company estimates that it should reach the remaining two milestones in 2026.
SBCE is calculated based on the fair value attributed to grants of stock options using the Black-Scholes valuation model and utilizing the following weighted average assumptions:
| For the six months ended |
|
| For the year ended |
| ||||
|
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
| Expected dividends paid per common share |
|
| - |
|
| Nil |
| |
| Expected life in years |
|
| - |
|
|
| 5.0 |
|
| Weighted average expected volatility in the price of common shares |
|
| - |
|
|
| 115 | % |
| Weighted average risk-free interest rate |
|
| - |
|
|
| 3.16 | % |
| Weighted average fair market value per share at grant date |
|
| - |
|
| $0.23 |
| |
| Forfeiture rate |
|
| - |
|
|
| 11.5 | % |
| Page | 17 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
Deferred Stock Units:
A continuity of the number of DSUs which are outstanding at the end of the current period and as at the prior fiscal year ended December 31, 2025, are as follows:
|
|
| For the six months ended |
|
| For the year ended |
| ||
|
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
| Opening balance |
|
| 525,153 |
|
|
| 120,226 |
|
| Granted |
|
| 198,348 |
|
|
| 404,927 |
|
| Closing balance |
|
| 723,501 |
|
|
| 525,153 |
|
The DSUs plan is a long-term incentive plan that permits the grant of DSUs to qualified directors. DSUs granted under the DSUs plan are to be settled at the retirement, resignation or death of the Board member holding the DSUs.
Restricted Stock Units:
RSUs entitle the holder to receive, at the option of the Company, either the underlying number of shares of the Company’s common shares upon vesting of such units or a cash payment equal to the value of the underlying shares. The RSUs vest at a rate of one-third at the end of each of the first three years following the date of grant. Historically, the Company settled the RSUs that vested with shares and cash.
A continuity of the number of RSUs, including fair value (“FV”) which are outstanding at the end of the current period and as the end of the prior fiscal year ended December 31, 2025, are as follows:
| For the six months ended |
|
| For the year ended |
| ||||||||||||
|
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||||||||||
|
|
| # of RSUs |
|
| FV/Unit |
|
| # of RSUs |
|
| FV/Unit |
| ||||
| RSUs outstanding, beginning of the period |
|
| 2,484,998 |
|
| $ | 0.35 |
|
|
| 915,000 |
|
| $ | 0.16 |
|
| Granted |
|
| - |
|
|
| - |
|
|
| 1,875,000 |
|
| $ | 0.20 |
|
| Common shares issued |
|
| (550,695 | ) |
| $ | (0.34 | ) |
|
| (194,206 | ) |
| $ | (0.20 | ) |
| Payroll withholdings settled in cash |
|
| (379,308 | ) |
| $ | (0.34 | ) |
|
| (110,796 | ) |
| $ | (0.20 | ) |
| RSUs outstanding, end of the period |
|
| 1,554,995 |
|
|
| 0.43 |
|
|
| 2,484,998 |
|
| $ | 0.35 |
|
No RSUs were issued during the three months ended June 30, 2026.
Employee Share Purchase Plan:
The ESP Plan allows employees and other individuals determined by the Board to be eligible to contribute a minimum of 1% and a maximum of 10% of their earnings to the plan for the purchase of common shares in the capital of the Company, of which the Company will make an equal contribution. Common shares contributed by the Company may be issued from treasury or acquired through the facilities of the TSX. Historically, the Company has elected to issue common shares from treasury.
| Page | 18 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
A continuity of the number of commons shares under the ESP Plan which are outstanding at the end of the current period and as at the prior fiscal year ended December 31, 2025, are as follows:
|
|
| For the six months ended June 30, 2026 |
|
| For the year ended December 31, 2025 |
| ||||||||||
|
|
| # of shares |
|
| $ amount |
|
| # of shares |
|
| $ amount |
| ||||
| Purchased by employees |
|
| 70,529 |
|
| $ | 26,152 |
|
|
| 132,904 |
|
| $ | 43,495 |
|
| Matched by the Company |
|
| 67,489 |
|
|
| 25,027 |
|
|
| 132,904 |
|
|
| 43,494 |
|
| Total Common Shares issued |
|
| 138,018 |
|
|
| 51,179 |
|
|
| 265,808 |
|
|
| 86,989 |
|
14. Financial instruments
Non-derivative financial instruments
The Company’s non-derivative financial instruments consist of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities, and long-term debt. The carrying value of these financial instruments, excluding long-term debt, approximates their fair values due to their short terms to maturity. The Company has determined that long-term debt approximates its fair value as the interest rate approximates market rates.
Convertible debentures
The Company has elected to measure the convertible debentures at fair value under ASC 815. Therefore, changes in fair value were measured through profit and loss. There are no outstanding convertible debentures as of June 30, 2026.
Credit Risk
Credit risk arises from the potential that the Company may incur a loss if a counterparty to a financial instrument fails to meet its obligation in accordance with agreed terms. The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The carrying value of cash and cash equivalents, and accounts receivable reflects management’s assessment of maximum exposure to credit risk. As at June 30, 2026, cash and cash equivalents included balances in bank accounts placed with financial institutions with investment grade credit ratings. The Company manages accounts receivable credit risk by usually requiring advance payments before commencing certain contract milestones and when possible, accounts receivable insurance.
Please see Note 3 for accounts receivable.
| Page | 19 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
Foreign Exchange Risk
The Company is exposed to foreign exchange risk in relation to its holding of significant US$ balances in cash and cash equivalents, accounts receivable, deposits, accounts payables, accrued liabilities, and lease obligations, and pricing its SFD® survey contracts in US$. The Company does not currently enter into hedging contracts, but to mitigate exposure to fluctuations in foreign exchange the Company uses strategies to reduce the volatility of United States Dollar assets including converting excess United States dollars to Canadian dollars. As of June 30, 2026, the Company held net United States dollar assets totaling approximately US$2,332,766. Accordingly, a hypothetical 10% change in the value of one United States dollar expressed in Canadian dollars as at June 30, 2026, would have had an approximately $331,160 effect on the unrealized foreign exchange gain or loss for the period.
15. Change in non-cash operating working capital
The changes in non-cash operating working capital balances are comprised of:
|
|
| For the three months ended June 30, |
|
| For the six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
| Accounts receivable and contract assets |
| $ | 1,493,038 |
|
| $ | 1,213,289 |
|
| $ | 1,467,705 |
|
| $ | (5,635,286 | ) |
| Prepaid expenses |
|
| (924 | ) |
|
| 75,359 |
|
|
| (108,301 | ) |
|
| 80,642 |
|
| Accounts payable and accrued liabilities |
|
| 76,585 |
|
|
| 110,524 |
|
|
| (366,937 | ) |
|
| (52,003 | ) |
| Deferred revenue |
|
| - |
|
|
| (265,522 | ) |
|
| 474,759 |
|
|
| (768,843 | ) |
|
|
|
| 1,568,699 |
|
|
| 1,133,650 |
|
|
| 1,467,226 |
|
|
| (6,375,490 | ) |
16. Revenue and geographic information
The Company generates revenue from its SFD® survey system that enables the clients to focus their exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. NXT conducts all its survey operations from its head office in Canada and occasionally maintains administrative offices in foreign locations when needed. Management has concluded that the Company operates in a single operating and reportable segment.
Revenues for the three and six months ended June 30, 2026, and 2025 were generated solely by the Hydrocarbon Right and three different customers. There were no revenues attributable to the Geothermal Right. Revenue fluctuations are a normal part of SFD® survey system sales and can vary significantly year-over-year.
|
|
| For the three months ended June 30, |
|
| For the six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
| Asia |
| $ | - |
|
| $ | 654,336 |
|
| $ | 107,801 |
|
| $ | 654,336 |
|
| Africa |
|
| - |
|
|
| 1,002,140 |
|
|
| - |
|
|
| 13,466,211 |
|
| Total International |
|
| - |
|
|
| 1,656,476 |
|
|
| 107,801 |
|
|
| 14,120,547 |
|
| Canada |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
| - |
|
|
| 1,656,476 |
|
|
| 107,801 |
|
|
| 14,120,547 |
|
| Page | 20 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
At June 30, 2026, $962,930 (US$678,311) of the remaining performance obligations for two customers remain unsatisfied. The Company expects to realize these unsatisfied performance obligations by September 30, 2026.
During the three and six months ended June 30, 2026, 100% of the SFD® related revenue was generated by one customer. The $1,286,627 overdue accounts receivable as at June 30, 2026, is with this customer on revenues earned in 2025 (Note 3). During the three and six months ended June 30, 2025, the SFD® related revenue was generated by two other customers.
17. Other related party transactions
One of the members of NXT’s Board of Directors was a partner in a law firm until his retirement date on June 30, 2026. The firm provides legal advice to NXT. Accounts payable and accrued liabilities include a total of $12,181 ($41,540 as at December 31, 2025) payable to this law firm.
Another member of the Board was a board member of Pana Holdings Mauritius, the parent company of Ataraxia until May 1, 2025. Ataraxia held two-year term convertible debentures until May 30, 2025 (Note 8). The terms of the convertible debentures issued to Ataraxia included an annual interest rate of 10%, paid quarterly in arrears with conversion prices of US$0.143 and US$0.24 per common share. The debentures were able to be converted into either common shares or voting preferred shares with an annual dividend rate of 10% paid per quarter for the preferred shares, and they could have been converted on a one-to-one basis into common shares. The convertible debentures were payable on demand.
A third member of the Board is an employee of Mork Capital, which held two-year term convertible debentures until June 26, 2025 (Note 8). The terms of the convertible debentures issued to Mork Capital included an annual interest rate of 10%, paid quarterly in arrears with conversion prices of US$0.1808 and US$0.25 per common share.
Certain members of the Board, elected to have most of their Board fees payable at December 31, 2023, transferred into convertible debentures (Note 8), for a total of US$147,000 (CDN$196,686). All of these convertible debentures were converted into common shares of NXT by January 5, 2026. In addition, accounts payable and accrued liabilities at June 30, 2026, include a total of $nil, (December 31, 2025 - $2,954 or US$2,152) to Board members for accrued interest on the convertible debentures. The terms of the convertible debentures issued to members of the Board included an annual interest rate of 10%, paid quarterly in arrears with conversion price of US$0.1808 per common share.
Accounts payable and accrued liabilities include $191,229 ($291,218 as at December 31, 2025) for Board fees.
| Page | 21 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
Related party expenses
|
|
| For the three months ended June 30, |
|
| For the six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
| Legal Fees1. |
| $ | 51,444 |
|
| $ | 48,691 |
|
| $ | 63,257 |
|
| $ | 62,900 |
|
| Interest Expense2. |
| $ | - |
|
| $ | 171,893 |
|
| $ | 85 |
|
| $ | 377,593 |
|
| Board of director fees1. |
| $ | 59,545 |
|
| $ | 68,750 |
|
| $ | 120,795 |
|
| $ | 122,500 |
|
|
| 1. | Recorded in G&A. |
|
| 2. | US$62 for the six months ended June 30, 2026. US$121,918 for the three months ended June 30, 2025, and US$265,475 for the six months ended June 30, 2025. Recorded in Interest expense, net. |
18. Segment Reporting
The Chief Executive Officer of NXT Energy Solutions Inc. serves as the Company’s Chief Operating Decision Maker (“CODM”). The Company operates as a single business segment, focused primarily on the SFD® surveys.
As a single-segment entity, the Company complies with ASC 280-10-50-20, reporting segment profit or loss, significant expenses, and other segment items. Given that the Company has one revenue stream and limited number of revenue contract, the CODM is focused on SFD®-revenue, SFD®- related costs and general and administrative expenses.
Since the Company’s single segment represents the entire entity, certain financial information may be referenced in the primary financial statements instead of duplicated in segment disclosures.
| Page | 22 |
NXT ENERGY SOLUTIONS INC.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
As at and for the period ended June 30, 2026
(Expressed in Canadian dollars unless otherwise stated)
|
|
| For the three months ended June 30, |
|
| For the six months ended June 30, |
| ||||||||||
|
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
| SFD®-related revenue |
| $ | - |
|
| $ | 1,656,476 |
|
| $ | 107,801 |
|
| $ | 14,120,547 |
|
| Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aircraft operations |
|
| 396,866 |
|
|
| 786,397 |
|
|
| 722,620 |
|
|
| 1,814,583 |
|
| Survey projects |
|
| 45,637 |
|
|
| 481,399 |
|
|
| 131,022 |
|
|
| 1,785,043 |
|
| SFD®-related costs, net |
|
| 442,503 |
|
|
| 1,267,796 |
|
|
| 853,642 |
|
|
| 3,599,626 |
|
| Salaries, benefits and consulting charges |
|
| 642,608 |
|
|
| 317,997 |
|
|
| 1,459,454 |
|
|
| 658,370 |
|
| Board and professional fees, public company costs |
|
| 244,473 |
|
|
| 229,206 |
|
|
| 457,982 |
|
|
| 545,220 |
|
| Premises and administrative overhead |
|
| 212,157 |
|
|
| 202,778 |
|
|
| 426,053 |
|
|
| 395,074 |
|
| Business development |
|
| 209,114 |
|
|
| 120,295 |
|
|
| 345,375 |
|
|
| 181,064 |
|
| Stock-based compensation |
|
| 367,363 |
|
|
| 338,163 |
|
|
| 704,041 |
|
|
| 537,078 |
|
| Total general and administrative expenses |
|
| 1,675,715 |
|
|
| 1,208,439 |
|
|
| 3,392,905 |
|
|
| 2,316,806 |
|
| Amortization |
|
| 475,538 |
|
|
| 479,248 |
|
|
| 951,074 |
|
|
| 956,145 |
|
| Interest expense, net |
|
| 5,696 |
|
|
| 194,697 |
|
|
| 9,058 |
|
|
| 445,329 |
|
| Foreign exchange (gain) loss |
|
| (49,775 | ) |
|
| (100,086 | ) |
|
| (134,785 | ) |
|
| (165,167 | ) |
| Loss (gain) on fair value remeasurement |
|
| - |
|
|
| 5,579,602 |
|
|
| (6,584 | ) |
|
| 6,249,145 |
|
| Other expenses |
|
| 9,703 |
|
|
| 9,438 |
|
|
| 17,290 |
|
|
| 16,803 |
|
| Segment net income (loss) before income taxes |
|
| (2,599,380 | ) |
|
| (6,982,658 | ) |
|
| (4,974,799 | ) |
|
| 701,860 |
|
| Income tax expense |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| Consolidated net income (loss) |
|
| (2,599,380 | ) |
|
| (6,982,658 | ) |
|
| (4,974,799 | ) |
|
| 701,860 |
|
| Page | 23 |
EXHIBIT 99.2
NXT ENERGY SOLUTIONS INC.
Management’s Discussion and Analysis
For the three and six months ended
June 30, 2026
Management’s Discussion and Analysis
This management’s discussion and analysis (“MD&A”) was prepared by management of NXT Energy Solutions Inc. (“NXT”, “we”, “our” or the “Company”) based on information available as at August 6, 2026 and unless otherwise stated, has been approved by the Board of Directors of the Company (the “Board”), and should be reviewed in conjunction with the unaudited condensed consolidated interim financial statements and related notes for the three and six months ended June 30, 2026 (the “Interim Financial Statements”). This MD&A covers the Company’s financial and operating results for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025.
Our functional and reporting currency is the Canadian dollar. All references to “dollars”, “$” and “CDN$” in this MD&A are to Canadian dollars unless specific reference is made to United States dollars (“US$”).
NXT® and SFD® are registered trademarks of NXT in Canada and the United States.
Advisories
Forward-looking Information
Certain statements contained in this MD&A constitute “forward-looking information” within the meaning of applicable securities laws. These statements typically contain words such as “anticipate”, “believe”, “would”, “could”, “should”, “estimate”, “expect”, “strategy”, “may”, “plan”, “ensure”, “will”, “remain”, “continue” and similar words and phrases suggesting future outcomes or an outlook. Forward-looking statements in this document include, but are not limited to:
|
| · | execution of the African SFD® Surveys (as defined herein); |
|
| · | execution of the AL-Haj Enterprises SFD® Survey (as defined herein); |
|
| · | execution of the South Asia SFD® Survey (as defined herein); |
|
| · | the Company’s ability to successfully work with Synergy and Ataraxia (each as defined herein) to develop future business in the African continent; |
|
| · | expectations that the Company will collect an additional US$13.1 million of future accounts receivable by December 31, 2026, that will allow the 2023 Options (defined herein) to fully vest; |
|
| · | expectations that the Company will achieve a trailing twelve-month free cash flow per share (see non-GAAP measures) of $0.10 by Q1-27 so that the Performance Options (defined herein) are fully vested; |
|
| · | expectations that the Company’s December 2025 Incentive Options (defined herein) will achieve a trailing twelve-month free cash flow per share of $0.15 by Q1-27 and a trailing twelve-month revenue of $25,000,000 by Q1-27; |
|
| · | that the SFD® technology may reduce the need for seismic in wide-area reconnaissance; |
|
| · | expectations regarding maintenance performed on the Company’s leased aircraft; |
|
| · | expectations regarding the future vesting, settlement and expiry of securities issued in connection with the Company’s share-based compensation plans; |
|
| · | expectations regarding the amortization of the Company’s intellectual property (“IP”) assets; |
|
| · | the Company’s ability to use alternative strategies to reduce the volatility of US dollar liabilities; |
|
| · | the development, commercialization, and protection of the SFD® technology for geothermal resource exploration; |
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 2
|
|
| · | the extent to which expanding the Company’s scope of business to include exploring for both hydrocarbon and geothermal resources is anticipated to result in an expansion of its scope of revenue sources; |
|
| · | the Company’s pursuit of opportunities to secure new revenue contracts; |
|
| · | expectations regarding competition within the industries in which the Company operates; |
|
| · | the Company’s ability to continue operating as a going concern; |
|
| · | the Company’s ability to continue making payments on its office lease, its aircraft lease and the effects of any default under either such lease; |
|
| · | the Company’s ability to repay the amounts owing under the HASCAP Loan (as defined herein) over the original ten-year period; |
|
| · | the Company’s belief that its current cash position is not expected to be sufficient to meet obligations and planned operations for the year beyond the date that the Interim Financial Statements have been issued; |
|
| · | expectations regarding the Company’s DCPs and ICFR (each as defined herein), including the Company’s ability to further adjust such DCPs and ICFR to mitigate material weaknesses going forward; |
|
| · | estimates related to the Company’s future financial position and liquidity, including certain contractual obligations; and |
|
| · | the Company’s general business strategies and objectives. |
Such forward-looking information is based on several assumptions which may prove to be incorrect. Assumptions have been made with respect to the following matters, in addition to any other assumptions identified in this document:
|
| · | our ability to develop and market our SFD® technology and services to current and new customers; |
|
| · | our belief that our SFD® technology is technically superior to other airborne survey systems; |
|
| · | our ability to source personnel and equipment in a timely manner and at an acceptable cost; |
|
| · | our ability to obtain all permits and approvals required; |
|
| · | our ability to obtain financing on acceptable terms; |
|
| · | our ability to obtain insurance to mitigate the risk of default on client billings; |
|
| · | our assessment of the office lease being reasonable; |
|
| · | our assessment of potential indicators of impairment and recognition of SFD® related revenue; |
|
| · | the estimated minimum annual commitments for the Company’s lease components; |
|
| · | foreign currency exchange and interest rates; and |
|
| · | general business, economic, and market conditions (including global commodity prices and inflation). |
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 3
|
Although NXT believes that the expectations reflected in such forward-looking information are reasonable, readers are cautioned not to place any undue reliance on them as NXT can give no assurance that such expectations will prove to be correct. Forward-looking information is based on expectations, estimates, and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated by NXT and are described in the forward-looking information. Material risks and uncertainties include, but are not limited to:
|
| · | the ability of management to execute its business plan, including their ability to secure additional new revenue contracts; |
|
| · | our ability to successfully advance the application of the Company’s proprietary SFD® technology within select areas of Western Canada; |
|
| · | health, safety, and the environmental factors; |
|
| · | our ability to develop and commercialize the geothermal technology; |
|
| · | our ability to service existing debt; |
|
| · | our ability to protect and maintain our IP and rights to our SFD® technology; |
|
| · | our reliance on a limited number of key personnel; |
|
| · | our ability to retain and replace key personnel; |
|
| · | our reliance on a single aircraft; |
|
| · | our reliance on a limited number of clients; |
|
| · | our ability to address changes in tax laws or interpretations thereof or tax rates in the jurisdictions in which the Company or its subsidiaries do business as this could adversely affect the Company’s results from operations, returns to shareholders, and cash flow; |
|
| · | counterparty credit risk; |
|
| · | foreign currency and interest rate fluctuations; |
|
| · | tariff and trade risks, especially on oil and gas imports and aircraft operating supplies; |
|
| · | the likelihood that the Company’s DCPs and ICFR (each as defined herein) will prevent or detect material misstatements in our consolidated financial statements; |
|
| · | changes in, or in the interpretation of, laws, regulations, or policies; and |
|
| · | general business, economic, and market conditions (including global commodity prices). |
For more information relating to risks, see the section titled “Risk and Uncertainties” in this MD&A and the section titled “Risk Factors” in NXT’s most recently filed Annual Information Form dated March 31, 2026 (“AIF”). Except as required by applicable securities law, NXT undertakes no obligation to update publicly or revise any forward-looking statements or information, whether because of new information, future events or otherwise. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements.
Financial Outlook
This MD&A contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about expectations regarding financial results which are subject to the same assumptions, risk factors, limitations and qualifications as set out under the heading “Forward-Looking Information”. The actual financial results of the Company may vary from the amounts set out herein and such variation may be material. The Company and its management believe that the financial outlook has been prepared on a reasonable basis, reflecting management’s best estimates and judgments, and the FOFI contained in this MD&A has been approved by management as of the date hereof. However, because this information is in part subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, the Company undertakes no obligation to update such FOFI. FOFI contained in this MD&A has been made as of the date hereof and is provided for the purpose of providing further information about the Company’s anticipated future business operations. Readers are cautioned that the FOFI contained in this MD&A should not be used for purposes other than for which it is disclosed herein.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 4
|
Non-GAAP Measures
NXT’s accompanying Interim Financial Statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company has consistently used US GAAP for the eight most recently completed quarters.
Net Working Capital
This MD&A includes references to net working capital, which does not have a standardized meaning prescribed by US GAAP and may not be comparable to similar measures being presented by other entities. Net working capital is the difference between current assets and current liabilities. It is composed of cash and cash equivalents, accounts receivable and contract assets, prepaid expenses and deposits, accounts payable and accrued liabilities, unearned revenue, the current portion of convertible debentures, the current portion of long-term debt and the current portion of the Company’s lease obligations. Net working capital can be used by investors and management to assess liquidity at a particular point in time. See “Liquidity and Capital Resources – Net Working Capital” for further information.
Free Cash Flow Per Share
Free Cash Flow Per Share represents the capital generated by the Company and available to allocate for investment in technology, assets, and repayment of debt. Free Cash Flow Per Share is a non-GAAP financial ratio and is not a standardized financial measure and may not be comparable to similar financial measures disclosed by other issuers. Free Cash Flow Per Share is defined as net cash from (used in) operating activities; plus or minus the change in non-cash working capital and adds back investments in technology or assets that have been expensed; all divided by the weighted average shares outstanding for the year (“Free Cash Flow Per Share”).
A reconciliation of Net cash from (used in) operating activities vs Free Cash Flow Per Share for the six months ended June 30, 2026, is as follows:
| For the six months ended June 30, 2026 | |
| Net cash from (used in) operating activities | $(154,357) |
| Change in non-cash working capital | (1,568,699) |
| Investments in technology or assets |
|
| Free Cash Flow | (1,723,056) |
| Weighted average share outstanding1. | 119,244,674 |
| Free Cash Flow Per Share | ($0.01) |
1. Share units.
Please see “Discussion of Operations – Stock Based Compensation Expenses” for further information.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 5
|
Description of the Business
NXT is a Calgary-based technology company whose proprietary airborne SFD® survey system (“SFD®”), applied in numerous basins around the world, uses the principles of quantum mechanics to infer stress anomalies of exploration interest. The method can be used both onshore and offshore to remotely identify areas conducive to fluid entrapment to recommend areas with commercial hydrocarbon and/or geothermal potential. The SFD® survey system enables our clients to focus their exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD® is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT.
Financial and Operational Highlights
Key financial and operational highlights for Q2-26 are summarized below:
|
| · | the Company entered into a contract to provide an SFD® survey to an independent oil and gas exploration company in South Asia, (the “South Asia SFD® Survey”); |
|
| · | the Company received a $1,541,220 payment on outstanding accounts receivable; |
|
| · | the Company appointed Mr. Gerry Sheehan as Chief Executive Officer. Mr. Sheehan’s direct experience and relationships in international exploration as a professional geologist/geophysicist coupled with his business experience in oil and gas companies and associated relationships will add great value to NXT as it scales up its survey activities in areas of substantial potential in a world demanding new sources of oil and gas; |
|
| · | the Company recorded SFD®-related revenues of approximately $0.11 million for YTD 2026, versus $14.12 million for YTD 2026 and $ nil for Q2-26 versus $1.66 million for Q2-25; |
|
| · | net loss for Q2-26 was $2.56 million including non-cash charges for stock-based compensation expenses (“SBCE”) and amortization expenses totaling approximately $0.84 million; |
|
| · | net loss for YTD 2026 was $4.97 million including non-cash charges for SBCE, amortization expenses and remeasurement gain totaling approximately $1.65 million; |
|
| · | net loss per share for Q2-26 was $0.02 per share (basic and diluted), versus a net loss per share of $0.08 per share (basic and diluted) in Q2-25; |
|
| · | net loss per share for YTD 2026 was $0.04 per share (basic and diluted), versus a net income per share of $0.01 per share (basic and diluted) in YTD 2025; |
|
| · | net working capital (see “Non-GAAP Measures”) was approximately $2.09 million at June 30, 2026; |
|
| · | cash and short-term investments as at June 30, 2026, were approximately $1.72 million; and |
|
| · | cash flow used by operating activities was approximately $0.15 million during Q2-26 and $1.92 million YTD 2026, compared to $0.34 million provided by operating activities in Q2-25 and $1.81 million in YTD 2025. |
Key financial and operational highlights occurring after June 30, 2026, are summarized below:
|
| · | the Company began mobilization for the second African SFD® Survey on August 2, 2026; and |
|
| · | the Company appointed Mr. Marvin Singer to the board of directors as the representative for Ataraxia Capital. |
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 6
|
Discussion of Operations
NXT has entered the second half of 2026 on a sound commercial and financial footing. On the commercial side, we received the mobilization fee for the next African SFD® survey and on April 8, 2026, we announced a new contract in South Asia (the “South Asia SFD® Survey”) allowing us to significantly increase our geographic diversity. We anticipate commencing the upcoming African SFD® Survey during Q3-26. Net Working Capital (see “Non-GAAP Measures”) at June 30, 2026, was approximately $2.09 million and Cash and Short-term investments were $1.72 million.
The key financial milestone achieved in YTD 2026 was the final conversion of the remaining convertible debentures which had a fair value of $83,352 on the conversion date.
Our revenue and profitability decreased significantly between YTD 2026 and YTD 2025 because of the different phases of the contracts we were engaged in each of the respective periods. During YTD 2025, NXT was in the acquisition phase of the 2025 African SFD® survey, which involved active flight operations and triggers large-scale revenue recognition. During Q1-26, the Company was primarily engaged in the interpretation phase of the AL-Haj SFD® Survey in Pakistan. During this phase, the focus shifted from survey acquisition to data analysis, resulting in much lower immediate revenue recognition. During Q2-26 the Company was focused on business development activities in order to begin execution of the second African SFD® Survey and the South Asia SFD® Survey.
Advance Application of SFD® Technology in Canada
On November 24, 2025, the Company received a US$2,000,000 strategic investment by way of a private placement of common shares to its largest shareholder MCAPM LP to advance the application of the Company’s proprietary SFD® technology within select areas of Western Canada (the “Private Placement”). The Private Placement proceeds are providing NXT with enhanced balance sheet flexibility to accelerate widespread usage of SFD® data in Canada while preserving its core business model as a technology and service provider.
As part of this process, the Company engaged Baycrest Energy Ltd. to assist in evaluating strategic pathways related to this initiative. During Q1-26, the Company began to evaluate NXT’s extensive proprietary SFD® data library, which includes more than 50,000 line-kilometers of airborne geophysical data in the Western Canadian sedimentary basin.
SFD® Survey in Pakistan
During Q1-26, the Company completed the data interpretation phase for its SFD® survey with AL-Haj Enterprises Private Limited (the “AL-Haj SFD® Survey”). Recommendations are expected to be delivered to the customer by the end of Q4-26.
SFD® Surveys in Africa
On September 24, 2024, the Company announced that it signed a contract with its Strategic Alliance Partner, Synergy, to provide a second SFD® survey for an oil and gas exploration company in Africa (the “African SFD® Survey”). NXT has now completed SFD® data acquisition and interpretation of the African SFD® Survey.
On May 1, 2025, the Company announced that it has entered into an additional contract with Synergy, to provide an SFD® survey in Africa. Data acquisition operations for this SFD® contract are expected to commence in August 2026, and NXT’s interpretations and recommendations for both African SFD® Surveys are expected to be delivered to the client in Q3-26. A mobilization fee of $346,500 was received in Q1-26 for this additional SFD® Survey in Africa.
SFD® Survey in South Asia
On April 8, 2026, the Company announced that it entered a contract to provide an SFD® survey to an independent oil and gas exploration company in South Asia (the “South Asia SFD® Survey”). Data acquisition operations for this contract are expected to commence in Q3-26, and NXT’s interpretations and recommendations are expected to be delivered during Q4-26.
Patents
As of the date of this MD&A, NXT has been granted SFD® patents on its SFD® technology in forty-seven jurisdictions, including Brazil (February 2022), India (July 2021), Russia (January 2017), Japan (July 2017), Canada (August 2017), Mexico (September 2017), the United States (two patents were granted in November 2017 and September 2018, respectively), China (April 2018), and Europe (January 2020). These patents protect our proprietary SFD® technology and serve as independent third-party recognition of our technological invention.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 7
|
Summary of Operating Results
| (Figures are given in “$”) | Q2-26 | Q2-25 | YTD 2026 | YTD 2025 |
| SFD®-related revenue | - | 1,656,476 | 107,801 | 14,120,547 |
| Expenses: |
|
|
|
|
| SFD®-related costs, net | 442,503 | 1,267,796 | 853,642 | 3,599,626 |
| General and administrative expenses (“G&A”) | 1,675,715 | 1,208,439 | 3,392,905 | 2,316,806 |
| Amortization | 475,538 | 479,248 | 951,074 | 956,145 |
|
| 2,593,756 | 2,955,483 | 5,197,621 | 6,872,577 |
| Other Expenses (income): |
|
|
|
|
| Interest expense, net | 5,696 | 194,697 | 9,058 | 445,329 |
| Foreign exchange gain | (49,775) | (100,086) | (134,785) | (165,167) |
| Loss (gain) on fair value remeasurement | - | 5,579,602 | (6,584) | 6,249,145 |
| Other expenses | 9,703 | 9,438 | 17,290 | 16,803 |
|
| (34,376) | 5,683,651 | (115,021) | 6,546,110 |
|
|
|
|
|
|
| Income (loss) before income taxes | (2,559,380) | (6,982,658) | (4,974,799) | 701,860 |
|
|
|
|
|
|
| Income tax expense | - | - | - | - |
|
|
|
|
|
|
| Net income (loss) and comprehensive income (loss) | (2,559,380) | (6,982,658) | (4,974,799) | 701,860 |
|
|
|
|
|
|
| Net income (loss) per share – basic | (0.02) | $ (0.08) | (0.04) | $ 0.01 |
| Net income (loss) per share – diluted | (0.02) | $ (0.08) | (0.04) | $ 0.01 |
Quarterly operating results. NXT incurred a net loss of $2,559,380 ($0.02/share) for Q2-26 compared to a net loss of $6,982,658 ($0.08/share) in Q2-25. The Company recorded no SFD®-related revenues in Q2-26. The Company recorded SFD®-related revenues in Q2-25 from the African SFD® survey and the Southeast Asia SFD® survey. SFD®-related costs, net, decreased in Q2-26 versus Q2-25 due to no SFD® acquisition or interpretation work done in Q2-26. In Q2-25 flight costs were incurred for the acquisition phase of Southeast Asia SFD® Survey and the required major maintenance after the aircraft returned from the African SFD® survey in Q1-25. G&A expenses increased $467,276 or approximately 49%, compared to Q2-25, due to higher salary costs, business development travel and SBCE. Interest expense decreased $189,001 (97%) in Q2-26 versus Q2-25, due to the conversion of all the outstanding convertible debentures. Given the net US$ assets at June 30, 2026, and the weakening of the CDN$ by 2.0% since March 31, 2026, the Company recorded a foreign exchange gain in Q2-26. In Q2-25, the Company recognized a loss of $5,579,602 on the fair value remeasurement of the conversion of convertible debentures because of changes in the US$/CDN$ exchange rates, volatility and the Company’s share price on those dates. More details on each line item are provided herein.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 8
|
Year-to-date operating results. NXT incurred a net loss of $4,974,799 ($0.04/share) for YTD 2026 compared to a net income of $701,860 ($0.01/share) in YTD 2025. The Company recorded SFD®-related revenues in YTD 2026 from the interpretation phase of the Al-Haj SFD® survey. In YTD 2025 SFD®- related revenue was from both the African SFD® survey and the Southeast Asia SFD® survey. SFD®-related costs, net, decreased in YTD 2026 versus YTD 2025 due to no SFD® interpretation work done in YTD 2026. In YTD 2025 acquisition costs were incurred for both the acquisition phase of African SFD® Survey (including interpretation) and the Southeast Asia SFD® Survey and the required major maintenance after the aircraft returned from the African SFD® survey. G&A expenses increased $1,076,099 or approximately 46%, compared to YTD 2025, due to higher salary costs, business development travel and SBCE. Interest expense decreased $436,271 (98%) in YTD 2026 versus YTD 2025, due to the conversion of all the outstanding convertible debentures. Given the net US$ assets at June 30, 2026, and the weakening of the CDN$ by 3.5% since December 31, 2025, the Company recorded a foreign exchange gain in YTD 2026. During YTD 2025 a foreign exchange gain was realized as the Company’s US$5,675,000 convertible debentures were converted at a favourable exchange rate. On January 5, 2026, the Company recognized a gain on $6,584 on the fair value remeasurement on the conversion of the remaining convertible debentures. In YTD 2025, the Company recognized a loss of $6,249,145 on the fair value remeasurement of the conversion of convertible debentures because of changes in the US$/CDN$ exchange rates, volatility and the Company’s share price on those dates. More details on each line item are provided herein.
SFD®-Related Costs, Net
| SFD®-Related Costs (Figures are given in “$”) | Q2-26 | Q2-25 | Net change | %1. |
| Aircraft operations | 396,866 | 786,397 | (389,531) | (50) |
| Survey projects | 45,637 | 481,399 | (435,762) | (91) |
| Total SFD®-related costs, net | 442,503 | 1,267,796 | (825,293) | (65) |
1. Percentages disclosed are approximate figures.
| SFD®-Related Costs (Figures are given in “$”) | YTD 2026 | YTD 2025 | Net change | %1. |
| Aircraft operations | 722,620 | 1,814,583 | (1,091,963) | (60) |
| Survey projects | 131,022 | 1,785,043 | (1,654,021) | (93) |
| Total SFD®-related costs, net | 853,642 | 3,599,626 | (2,745,984) | (76) |
1. Percentages disclosed are approximate figures.
SFD®-related costs include aircraft operation and maintenance costs.
Aircraft operations were $389,531 (50%) lower in Q2-26 versus Q2-25 as major maintenance was performed after the 2025 African SFD® survey in Q2-25. For Q2-26 routine maintenance was performed on the aircraft. Survey project costs were $435,762 (91%) lower versus Q2-25 as the Company executed the acquisition phase of the South Asia SFD® Survey in Q2-25. There were no acquisition activities in Q2-26.
Aircraft operations were $1,091,963 (60%) lower in YTD 2026 versus YTD 2025 as major maintenance was performed after the 2025 African SFD® survey in YTD 2025. For YTD 2026 routine maintenance was performed on the aircraft. Survey project costs were $1,654,021 (93%) lower versus YTD 2025 as the Company executed the acquisition phase of both the 2025 African SFD® and the survey in YTD 2025. There were no acquisition activities in YTD 2026, but costs were incurred for the interpretation phase of the Al-haj SFD® survey.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 9
|
G&A Expenses
| G&A Expenses (Figures are given in “$”) | Q2-26 | Q2-25 | Net change | %1. |
| Salaries, benefits and consulting charges | 642,608 | 317,998 | 324,610 | 102 |
| Board and professional fees, public company costs | 244,473 | 229,206 | 15,267 | 7 |
| Premises and administrative overhead | 212,157 | 202,778 | 9,379 | 5 |
| Business development | 209,114 | 120,295 | 88,819 | 74 |
| Stock-based compensation | 367,363 | 338,162 | 29,201 | 9 |
| Total G&A Expenses | 1,675,715 | 1,208,439 | 467,276 | 39 |
1. Percentages disclosed are approximate figures.
| G&A Expenses (Figures are given in “$”) | YTD 2026 | YTD 2025 | Net change | %1. |
| Salaries, benefits and consulting charges | 1,459,454 | 658,370 | 801,084 | 122 |
| Board and professional fees, public company costs | 457,982 | 545,220 | (87,238) | (16) |
| Premises and administrative overhead | 426,053 | 395,074 | 30,979 | 8 |
| Business development | 345,375 | 181,064 | 164,311 | 91 |
| Stock-based compensation | 704,041 | 537,078 | 166,963 | 31 |
| Total G&A Expenses | 3,392,905 | 2,316,806 | 1,076,099 | 46 |
1. Percentages disclosed are approximate figures.
G&A expenses increased $467,276, or approximately 39% in Q2-26 compared to Q2-25 for the following reasons:
|
| · | salaries, benefits, and consulting charges increased $324,610 or approximately 102%, due to one additional staff,) annual salary increases, and no project hours being reallocated to Survey project in Q1-26; |
|
| · | Board and professional fees and public company costs increased $15,267 or approximately 7%, due to increased insurance and legal fees related to increased business activity; |
|
| · | premises and administrative overhead costs increased $9,379 or approximately 5% due to increased hardware and software support costs for SFD® given the anticipated increase in business activity in 2026; |
|
| · | business development costs increased by $88,819 or approximately 74% to finalize the upcoming SFD® surveys in Asia and Africa, as well as developing other potential SFD® surveys; and |
|
| · | SBCE’s were higher in Q2-26 versus Q2-25 by $29,201 or approximately 9%, because expense was recognized for both an additional option grant, but offset by a lower RSU cost due to the decrease in NXT’s share price on June 30, 2026, versus June 30, 2025. Please see the next section “Discussion of Operations – Stock-based Compensation Expenses” for further information and detail on the SBCE. |
G&A expenses increased $1,076,099, or approximately 46% in YTD 2026 compared to YTD 2025 for the following reasons:
|
| · | salaries, benefits, and consulting charges increased $801,084 or approximately 122%, due to one additional staff and annual salary increases, retirement benefits and less salary costs allocated to SFD® related costs as there were less project hours incurred YTD 2026 versus YTD 2025; |
|
| · | Board and professional fees and public company costs decreased $87,238 or approximately 16%, due to reduced United States Securities and Exchange Commission (“SEC”) related regulatory legal fees being incurred during YTD 2026 versus YTD 2025; |
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 10
|
|
| · | premises and administrative overhead costs increased $30,979 or approximately 8% due to increased hardware and software support costs for SFD® given the expected increase in business activity in 2026; |
|
| · | business development costs increased by $164,311 or approximately 91% to complete the upcoming SFD® surveys in Asia and Africa as well as developing other potential SFD® surveys; and |
|
| · | SBCE’s were higher by approximately $166,963 (31%) because expense was recognized for an additional option grant but offset by a lower RSU cost due to the decrease in NXT’s share price on June 30, 2026, versus June 30, 2025. Please see the next section “Discussion of Operations – Stock-based Compensation Expenses” for further information and detail on the SBCE. |
Stock-based Compensation Expenses
| Stock-based Compensation Expenses (Figures are given in “$”) | Q2-26 | Q2-25 | Net change | % 1. |
| Stock Option Expense | 211,150 | 103,225 | 107,925 | 105 |
| DSUs | 38,750 | 38,750 | - | 0 |
| RSUs | 102,900 | 185,631 | (82,731) | (45) |
| ESP Plan | 14,563 | 10,556 | 4,007 | 38 |
| Total SBCE | 367,363 | 338,162 | 29,201 | 9 |
1. Percentages disclosed are approximate figures.
| Stock-based Compensation Expenses (Figures are given in “$”) | YTD 2026 | YTD 2025 | Net change | % 1. |
| Stock Option Expense | 421,136 | 205,200 | 215,936 | 105 |
| DSUs | 77,500 | 77,500 | - | 0 |
| RSUs | 180,378 | 228,045 | (47,667) | (21) |
| ESP Plan | 25,027 | 26,332 | (1,305) | (5) |
| Total SBCE | 704,041 | 537,077 | 166,964 | 31 |
1. Percentages disclosed are approximate figures.
SBCE varies in any given quarter or year as it is a function of several factors, including the number of units of each type of stock-based compensation issued in the period and the amortization term based on the number of years for full vesting of the units.
SBCE is also a function of periodic changes in the inputs used in the Black-Scholes option valuation model, such as volatility in NXT’s trailing common share price. For cash-settled stock-based compensation awards variability will occur based on changes to observable prices. Any unexercised stock options expire five years from the date granted. Vesting criteria for options is determined by the Board.
On January 6, 2023, the Company granted 2,050,000 incentive stock options at a strike price of $0.216 to employees, officers and directors (the “2023 Options”). The 2023 Options vest upon the occurrence of several milestones relating to the cash received for SFD® services performed as follows: (i) one-third of the 2023 Options vest upon the collection of US$6.5 million for SFD® services performed; (ii) one-third of the 2023 Options vest upon the collection of the next US$7.0 million for SFD® services performed; and (iii) the final one-third of the 2023 Options vest upon collection of an additional US$7.5 million for SFD® services performed. The Company has reached the first milestone of collecting US$6.5 million for the 2023 Options. The Company estimates that it should reach the remaining two milestones in 2026.
On February 24, 2025, the Company granted 1,400,000 incentive stock options at a strike price of $0.203 to directors of the Company (the “Incentive Options”). The Incentive Options will vest upon the Company achieving a trailing twelve-month free cash flow per share of $0.10. The Company currently estimates that it will achieve this target of $0.10 during Q1-27.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 11
|
On December 16, 2025, the Company granted 4,300,000 additional incentive stock options at a strike price of $0.309 to employees and directors of the Company (the “December 2025 Incentive Options”). One half of the December 2025 Incentive Options will vest when the Company achieves a trailing twelve-month free cash flow per share of $0.15. The other half will vest when the Company achieves a trailing 12-month revenue of $25,000,000. The Company currently estimates that it will achieve both targets during Q1-27. Please see “Advisories – Non-GAAP measures” for further information.
The deferred share unit (“DSUs”) plan (the “DSU Plan”) is a long-term plan that permits the grant of DSUs to directors that wish to take their director fees in DSUs instead of cash. One DSU converts to one common share at the retirement, resignation, or death of the Board member. Five directors elected to receive their fees as DSUs during 2026 and 2025.
Restricted Share Units (“RSUs”) entitle the holder to receive, at the option of the Company, either the underlying number of shares of the Company’s common shares upon vesting of such RSUs or a cash payment equal to the value of the underlying shares. The RSUs vest at a rate of one-third on the first, second and third anniversaries of the date of grant. The Company has historically settled the exercise of vested RSUs with common shares and cash. On February 21, 2024, the Company granted 1,035,000 RSUs to employees and officers. On February 24, 2025, the Company granted 1,875,000 RSUs to employees and officers.
The Employee Share Purchase Plan (the “ESP Plan”) allows employees and other individuals determined by the Board to be eligible to contribute a minimum of 1% and a maximum of 10% of their earnings to the plan for the purchase of common shares in the capital of the Company, of which the Company will make an equal contribution. Common shares contributed by the Company may be issued from treasury or acquired through the facilities of the Toronto Stock Exchange. In 2025 and 2026, the Company elected to issue common shares from the treasury.
SBCE in Q2-26 compared to Q2-25 was higher by $29,201 or approximately 9%. Stock option expense increased $107,925 or 105% as the Company began recognizing expense for the December 2025 Incentive Options in 2026 but only recognized the Incentive Options in 2025. RSU expense decreased $82,731 (45%) as the fair value of the RSU decreased due to the lower NXT share price at June 30, 2026. ESP Plan expense increased $4,007 or 38% due to salary increases and increased participation.
SBCE in YTD 2026 compared to YTD 2025 was higher by $166,964 or approximately 31%. Stock option expense increased $215,936 or 105% as the Company began recognizing expense for the December 2025 Incentive Options in 2026 but only recognized the Incentive Options in 2025. RSU expense decreased $47,667 (21%) as the fair value of the RSU decreased due to the lower NXT share price on June 30, 2026. This was offset by the Company recognizing a full six months of the 2025 RSU grant in YTD 2026, but only approximately four months in YTD 2025. ESP Plan expense decreased $1,305 or 5% due to salary increases and increased participation.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 12
|
Amortization
| Amortization (Figures are given in “$”) | Q2-26 | Q2-25 | Net change | %1. |
| Property and equipment | 50,909 | 54,619 | (3,710) | (7) |
| Intellectual property | 424,629 | 424,629 | - | 0 |
| Total Amortization | 475,538 | 479,248 | (3,710) | (1) |
1. Percentages disclosed are approximate figures.
| Amortization (Figures are given in “$”) | YTD 2026 | YTD 2025 | Net change | %1. |
| Property and equipment | 101,817 | 106,888 | (5,071) | (5) |
| Intellectual property | 849,257 | 849,257 | - | 0 |
| Total Amortization | 951,074 | 956,145 | (5,071) | (1) |
1. Percentages disclosed are approximate figures.
Property and equipment and related amortization expenses. Property and equipment amortization was consistent between YTD 2026 and YTD 2025 as the Company did not incur any significant capital expenditures in the periods.
IP and related amortization expenses. NXT is amortizing the acquisition costs of the SFD® IP for both the Hydrocarbon and Geothermal rights over 15-year periods on a straight-line basis. Future amortization expense of $1,685,000 per year for the Hydrocarbon Right and $13,781 per year for the Geothermal Right.
IP is subject to ongoing assessment of potential indicators of impairment of the recorded net book value. No impairments were recognized in either YTD 2026 or YE-25. All other SFD® acquired rights and technology have been expensed.
Other Expenses (Income)
| Other Expenses (Figures are given in “$”) | Q2-26 | Q2-25 | Net change | %1. |
| Interest expense, net | 5,696 | 194,697 | (189,001) | (97) |
| Foreign exchange gain | (49,775) | (100,086) | 50,311 | 50 |
| Loss (gain) of fair value remeasurement | - | 5,579,602 | (5,579,602) | (100) |
| Intellectual property and other | 9,703 | 2,706 | 6,997 | 259 |
| Loss on disposal of assets & lease modifications | - | 6,732 | (6,732) | (100) |
| Total other expenses, net | (34,376) | 5,683,651 | (5,718,027) | (101) |
1. Percentages disclosed are approximate figures.
| Other Expenses (Figures are given in “$”) | YTD 2026 | YTD 2025 | Net change | %1. |
| Interest expense, net | 9,058 | 445,329 | (436,271) | (98) |
| Foreign exchange gain | (134,785) | (165,167) | 30,382 | 18 |
| Loss (gain) of fair value remeasurement | (6,584) | 6,249,145 | (6,255,729) | (100) |
| Intellectual property and other | 17,290 | 9,667 | 7,623 | 79 |
| Loss on disposal of assets & lease modifications | - | 7,136 | (7,136) | (100) |
| Total other expenses, net | (115,021) | 6,546,110 | (6,661,131) | (102) |
1. Percentages disclosed are approximate figures.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 13
|
Interest expense, net. This category of other expenses includes interest expense from long-term debt and convertible debentures netted by interest income earned on guaranteed investment certificates.
Interest expense decreased $189,001 (97%) in Q2-26 versus Q2-26, and $436,271 (98%) in YTD 2026 versus YTD 2025 due to the conversion of convertible debentures in the period from Q2-25 to Q1-26.
Foreign exchange gain. This category includes losses and gains caused by changes in the relative currency exchange values of US$ and CDN$. The Company held net US$ assets at June 30, 2026, which included cash and cash equivalents, short-term investments, accounts receivable and contract assets, accounts payable and accrued liabilities, US$ lease obligations, and the security deposit for the aircraft, all of which influence the unrealized foreign exchange gain and loss.
Given the net US$ assets at June 30, 2026, and the weakening of the CDN$ by 2.0% since March 31, 2026, and 3.5% since December 31, 2025, the Company recorded a foreign exchange gain in both Q2-26 and YTD 2026. Even though the CDN$ strengthen versus the US$ in YTD 2025, the Company still recorded foreign exchange gains in both YTD 2025 and Q2-25 as the conversion of the convertible debentures was at a higher CDN$/US$ exchange rate.
The Company does not currently enter into hedging contracts but instead uses alternative strategies to reduce the volatility of US dollar liabilities including holding excess US dollars before converting to CDN dollars.
Loss (gain) on fair value remeasurement. The Company recognized a gain of $6,584 in Q1-26 on the fair value remeasurement of the November Debentures (defined herein) on conversion of the remaining US$45,000 on January 5, 2026. They were revalued at their fair value, using level 3 inputs which include the market price, volatility and the price of the Company’s common stock as at the conversion date. Likewise on June 30, 2025, the Company recognized a loss of $6,249,245 on the fair value remeasurement of the outstanding convertible debentures at that date due to changes in the US$/CDN$ exchange rates, volatility and the Company’s share price.
Intellectual Property. This category of other expenses primarily includes costs related to IP filings and research and development activity related to the SFD® technology. In YTD 2026 and YTD 2025 the Company’s IP and other expenses were associated with periodic patent maintenance and renewal fees required during these time periods.
Competition
NXT’s SFD® airborne survey service is based upon a proprietary technology, which is capable of remotely identifying, from a survey aircraft, subsurface anomalies associated with potential hydrocarbon traps with a resolution that it believes is technically superior to other airborne survey systems. To the Company’s knowledge, there is no other company employing technology comparable to its SFD® survey system for oil and natural gas and geothermal exploration.
Seismic is the standard technology used by the oil and gas industry to image subsurface structures. It is our view that the SFD® survey system is highly complementary to seismic analysis. NXT’s system may reduce the need for seismic in wide‑area reconnaissance but will not replace the role of seismic in verifying structure, closure, and selecting drilling locations. The seismic industry is competitive with many international and regional service providers.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 14
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The SFD® system can be used as a focusing tool for seismic. With an SFD® survey, a large tract (that is, a tract over 5,000 square kilometers) of land can be evaluated quickly to identify locations with indications of reservoir potential. Seismic surveys, although effective in identifying these locations, are much more expensive, require significantly more time, and impose a much greater negative impact on local communities and the environment. Deploying an SFD® survey first can provide necessary information to target a seismic program over a limited area of locations selected by SFD®. This approach can result in a more effective seismic program and reduce the overall cost, time, community resistance, and environmental impact required to locate and qualify a prospect.
The energy industry uses other technologies for wide area oil and natural gas reconnaissance exploration, such as aeromagnetic and gravity surveys. These systems can provide regional geological information, such as basement depth, sedimentary thickness and major faulting, and structural development.
Risk and Uncertainties
Hydrocarbon and geothermal exploration operations involve several risks and uncertainties that may affect the Interim Financial Statements and are reasonably likely to affect them in the future. These risks and uncertainties are discussed in detail in NXT’s AIF for the year ended December 31, 2025, “Section 5 Risk Factors”, dated March 31, 2026, and available as an electronic copy on NXT’s website at www.nxtenergy.com and on SEDAR+ at www.sedarplus.ca.
We caution that the factors referred to in the AIF and those referred to as part of particular forward-looking statements may not be exhaustive and that new risk factors emerge from time to time in the rapidly changing business environment.
Summary of Quarterly Results
A summary of operating results for each of the trailing eight quarters (including a comparison of certain key categories to each respective prior quarter) follows:
| (Figures are given in “$”) | Q2-26 | Q1-26 | Q4-25 | Q3-25 |
| SFD®-related revenue | - | 107,801 | 2,138,817 | 91,992 |
| Net loss | (2,559,380) | (2,415,419) | (1,237,969) | (1,781,040) |
|
|
|
|
|
|
| Loss per share – basic | (0.02) | (0.02) | (0.01) | (0.02) |
| Loss per share – diluted | (0.02) | (0.02) | (0.01) | (0.02) |
|
|
|
|
|
|
| (Figures are given in “$”) | Q2-25 | Q1-25 | Q4-24 | Q3-24 |
| SFD®-related revenue | 1,656,476 | 12,464,071 | 42,222 | - |
| Net (loss) income | (6,982,658) | 7,684,518 | (2,800,582) | (1,477,400) |
|
|
|
|
|
|
| (Loss) income per share – basic | (0.08) | 0.10 | (0.04) | (0.02) |
| (Loss) income per share – diluted | (0.08) | 0.08 | (0.04) | (0.02) |
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 15
|
During Q2-26, SFD®-related revenue was $nil as the Company prepared for the second African SFD® Survey expected to commence in Q3-26. During Q1-26, SFD®-related revenue versus the previous quarter decreased due to only the interpretation phase of the Al-Haj SFD® survey being recognized and as a result the lower revenue also increased the net loss. During Q4-25, SFD®-related revenue versus the previous two quarters increased due to the Al-Haj SFD® survey in Q4-25 and as a result also decreased the net loss. During Q3-25, the loss was driven by SFD®-related costs, net increasing due to costs to support the SFD® flown surveys and aircraft maintenance costs for upcoming SFD® surveys. During Q2-25, the Company recorded a net loss due to the fair value remeasurement on the convertible debentures. During Q1-25, the Company’s earned net income due to the African SFD® Survey. During Q4-24, the Company’s net loss increased due to unrealized foreign exchange losses due to the weakening CDN$ and interest increases due to the issuance of the debentures. In Q3-24, the Company incurred additional G&A costs in anticipation of increased commercial activity, recognized a gain for the fair value remeasurement of the convertible debentures, and unrealized foreign exchange loss (gain) improved due to a strengthening CDN$. In Q2-26 and Q3-24, the Company incurred net losses due to incurred SFD®-related costs related to aircraft lease and aircraft maintenance costs, G&A expenses, and non-cash items such as SBCE, which can be a significant expense in any given quarter. More details are provided below:
|
| · | in Q2-26, the Company was focused on business development work and preparation for the expected starts of the African and South Asia SFD® surveys resulting in $nil SFD®-related revenues. Other costs and expenses were consistent with Q1-26; |
|
| · | In Q1-26, the Company recorded a net loss of $2,415,419. The Company recorded SFD®-related revenues from the interpretation phase of the Al-Haj SFD® Survey. During the previous quarter NXT recorded revenues from the acquisition phase of the Al-Haj SFD® Survey. G&A expenses increased due to a one-time charge for retirement benefits for the former CEO. Interest expense decreased close to $nil due to the conversion of all the outstanding convertible debentures; |
|
| · | In Q4-25, the Company recorded a net loss of $1,237,969. The net loss improved versus the previous two quarters due to the contribution of the Al-Haj SFD® Survey, lower SBCE expenses, lower interest expense due to the conversion of Convertible Debentures, and the partial reversal of previous estimates for the non-cash fair value adjustment to the convertible debentures, given the decrease in the price of the Company’s common shares. This was offset by the expensing of the acquisition of the remaining SFD® rights and technologies the Company did not previously own and foreign income tax expense; |
|
| · | In Q3-25, the Company recorded a net loss of $1,781,040 driven by SFD®-related costs, net increasing due to costs to support the SFD® flown surveys and aircraft maintenance costs for upcoming SFD® surveys. The Company recorded SFD®-related revenues in Q3-25 from the Southeast Asia SFD® survey and SBCE increasing due to the increase in the price of the Company’s common shares; |
|
| · | In Q2-25, the Company recorded a net loss of $6,982,658. The Q2-25 loss was attributed to the non-cash fair value adjustment to the convertible debentures, given the significant increase in the price of the Company’s common shares; |
|
| · | In Q1-25, the Company earned net income due to the African SFD® Survey and incurring a foreign exchange gain due to the US$ accounts receivable balance. This was offset partially by the loss for the fair value remeasurement of the convertible debentures; |
|
| · | In Q4-24, the Company incurred additional interest costs due to the addition of US$900,000 of convertible debentures and the 6.5% weakening of the CDN$ during the quarter with the debentures increasing the net US$ liability. The Company also recognized a gain for the fair value remeasurement of debentures; and |
|
| · | in Q3-24, the Company incurred additional G&A costs in anticipation of increased commercial activity, recognized a gain for the fair value remeasurement of the convertible debentures, and unrealized foreign exchange loss (gain) improved due to a strengthening CDN$. |
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 16
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Liquidity and Capital Resources
Going Concern
The Interim Financial Statements have been prepared on a going concern basis. The going concern basis of presentation assumes that NXT will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
The events described in the following paragraphs highlight that there continues to be material uncertainties that cast substantial doubt about NXT’s ability to continue as a going concern within one year after the date that the Interim Financial Statements have been issued. The Company’s current cash position is not expected to be sufficient to meet the Company’s obligations and planned operations for a year beyond the date that the Interim Financial Statements have been issued.
The Company continues to develop its pipeline of opportunities to secure additional revenue contracts. The Company’s longer-term success remains dependent upon its ability to convert these revenue opportunities into successful contracts, to continue to attract new client projects, expand its revenue base to a level sufficient to exceed fixed operating costs, and generate consistent positive cash flow from operations. The occurrence and timing of these events cannot be predicted with certainty.
Further financing options that may or may not be available to the Company include the issuance of new equity, debentures or bank credit facilities. The need for any of these options will be dependent on the timing of securing additional SFD® related revenues and obtaining financing on terms that are acceptable to both the Company and the financier.
The Interim Financial Statements do not reflect adjustments that would be necessary if the going concern basis was not appropriate. If the going concern basis was not appropriate for these Interim Financial Statements, then adjustments would be necessary in the carrying value of the assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used. These adjustments could be material.
NXT’s cash and cash equivalents and short-term deposits as at June 30, 2026, totaled $1,723,201. Net working capital totaled $2,089,662. See the information in the section “Liquidity and Capital Resources – Net Working Capital” for further information.
Risks related to having sufficient ongoing net working capital to execute survey project contracts are mitigated through NXT’s normal practice of obtaining advance payments and progress payments from customers throughout the course of projects, which often span three to four months. In addition, where possible, risk of default on client billings are mitigated using export insurance programs offered by Export Development Canada.
The Company does not have provisions in its leases, contracts, or other arrangements that would trigger additional funding requirements or early payments except if the Company were to default on its office lease, where the current month’s rent plus the next three months would become immediately due. If the Company were to default on the aircraft lease, the Company would be required to deliver the aircraft back to the lessor.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 17
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Net Working Capital (Non-GAAP Measure)
| Net Working Capital (Figures are given in “$”) | June 30, 2026 | December 31, 2025 | Net Change | %1. |
| Current assets (current liabilities) |
|
|
|
|
| Cash and cash equivalents | 1,723,201 | 3,920,213 | (2,197,012) | (56) |
| Accounts receivable and contract assets | 2,807,054 | 4,231,891 | (1,424,837) | (34) |
| Prepaid expenses and deposits | 535,609 | 217,241 | 318,368 | 147 |
| Accounts payable and accrued liabilities | (1,287,491) | (1,662,048) | 374,557 | 23 |
| Deferred revenue | (491,891) | - | (491,891) | (100) |
| Income tax payable | (496,965) | (496,965) | - | - |
| Current portion of convertible debentures | - | (89,826) | 89,826 | 100 |
| Current portion of long-term debt | (111,111) | (111,111) | - | - |
| Current portion of lease obligation | (588,744) | (752,378) | 163,634 | (22) |
| Total Net Working Capital | 2,089,662 | 5,257,017 | (3,167,355) | (60) |
1. Percentages disclosed are approximate figures.
NXT had net working capital of $2,089,662 as at June 30, 2026.
Net working capital as at June 30, 2026, compared to December 31, 2025, decreased by $3,167,355, or 60%. Funds were received for outstanding accounts receivable for the African SFD® Survey which were used to reduce accounts payable and accrued liabilities from the Al-Haj SFD® Survey, prepare for the acquisition phase of the upcoming second African SFD® survey and scheduled lease and long-term liability obligations. Also, the mobilization fee was received for the second African SFD® Survey which increased deferred revenues. Prepaid expenses and deposits increased $318,368 or 147% as the US$150,000 deposit on the aircraft will be returned to NXT in March 2027, and expenses incurred for upcoming SFD® surveys have been prepaid. The remaining US$45,000 of convertible debentures at December 31, 2025, were converted in January 2026. Please see “Advisories – Non-GAAP measures” for further information.
Accounts Payable and Accrued Liabilities
| (Figures are given in “$”) | June 30, 2026 | December 31, 2025 | Net Change | %1. |
| Trade accounts payable | (220,929) | (837,339) | 616,410 | 74 |
| Accrued liabilities | (267,828) | (30,755) | (237,073) | (771) |
| Accrued interest | (235) | (13,430) | 13,195 | 98 |
| Accrued directors’ fees payable | (191,229) | (291,218) | 99,989 | 34 |
| Salaries payable | (292,955) | - | (292,955) | (100) |
| Vacation pay accrued | (170,390) | (159,947) | (10,443) | (7) |
| RSU and ESP Plan liability | (143,925) | (329,359) | 185,434 | 56 |
| Total accounts payable | (1,287,491) | (1,662,048) | 374,557 | 23 |
1. Percentages disclosed are approximate figures.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 18
|
Accounts payable and accrued liabilities decreased by $374,557 or approximately 23%, as at June 30, 2026, compared to December 31, 2025, for the following reasons:
|
| · | trade accounts payable decreased by $616,410, or approximately 74%, as the Company settled accounts payable outstanding at December 31, 2025, related to the Al-Haj SFD® Survey during Q1-26; |
|
| · | accrued liabilities increased by $237,073, or approximately 771%, due to the Company accruing outstanding professional fees during the quarter. During Q4-25 professional fees for 2025 were mostly paid in full; |
|
| · | accrued interest decreased $13,195 or approximately 98% due to no convertible debentures remaining outstanding after January 5, 2026, thereby reducing interest expense; |
|
| · | accrued directors’ fees payable decreased by $99,989, or approximately 34% as the Company paid accrued fees for two directors, but continued to defer cash payments on director fees for those directors electing to not received DSUs as compensation; |
|
| · | salaries payable increased by $292,955, or 100%, as the Company accrued retirement payments for the former CEO; |
|
| · | vacation pay accrued decreased by $10,443, or approximately 7%, due to the timing of vacations; and |
|
| · | RSU and ESP Plan liability decreased $185,434 or approximately 56% due to the annual 1/3 vesting of RSUs in February 2026. |
Cash Flow
| Cash Flow-from/(used in) (Figures are given in “$”) | Q2-26 | Q2-25 | YTD 2026 | YTD 2025 |
| Operating activities | (154,357) | 336,280 | (1,916,786) | 1,811,251 |
| Financing activities | (162,980) | (97,122) | (324,526) | (244,345) |
| Investing activity | 68,435 | (10,110) | - | (255,243) |
| Effect of foreign exchange changes on cash | 13,091 | (98,872) | 32,463 | (94,525) |
| Net source (use) of cash | (235,811) | 130,176 | (2,208,849) | 1,217,138 |
| Cash and cash equivalents, start of period | 1,604,100 | 1,817,357 | 3,577,138 | 730,395 |
| Cash and cash equivalents, end of period | 1,368,289 | 1,947,533 | 1,368,289 | 1,947,533 |
| Short-term investments, end of period | 354,912 | 204,137 | 354,912 | 204,137 |
| Total cash & short-term investments, end of the period | 1,723,201 | 2,151,670 | 1,723,201 | 2,151,670 |
The overall net changes in cash balances in each of the periods noted above is a function of several factors including any inflows (outflows) due to changes in net working capital balances, funds from and repayment of financings and property, and plant and equipment investments. Further information on the net changes in cash, by each of the operating, financing, and investing activities, is as follows:
| Operating Activities (Figures are given in “$”) | Q2-26 | Q2-25 | YTD 2026 | YTD 2025 |
| Net income (loss) for the period | (2,559,380) | (6,982,658) | (4,974,799) | 701,860 |
| Total non-cash expense and lease items | 836,324 | 6,186,729 | 1,590,787 | 7,487,762 |
| Operating activities before change in non-cash working capital balances | (1,723,056) | (795,929) | (3,384,012) | 8,189,622 |
| Change in non-cash working capital balances | 1,568,699 | 1,132,209 | 1,467,226 | (6,378,371) |
| Total cash from (used) in operating activities | (154,357) | 336,280 | (1,916,786) | 1,811,251 |
Operating cash flow decreased $490,637 from Q2-25 to Q2-26. Both quarters received accounts receivable payments from the African SFD® Survey, but they were higher in Q2-25 versus Q2-26. Operating cash flow decreased $3,728,037 also due to receipts from the African SFD® Survey in YTD 2025 being higher than receipts in YTD 2026.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 19
|
| Financing Activities (Figures are given in “$”) | Q2-26 | Q2-25 | YTD 2026 | YTD 2025 |
| Repayment of long-term debt | (27,778) | (27,778) | (55,556) | (55,556) |
| Proceeds from stock compensation plans | 14,561 | 69,974 | 26,151 | 85,750 |
| Repayment of lease obligations | (149,763) | (139,318) | (295,121) | (274,539) |
| Total cash from financing activities | (162,980) | (97,122) | (324,526) | (244,345) |
Proceeds were received from employees under the ESP Plan in both quarters. Repayments were made toward the HASCAP Loan and aircraft lease as per schedule. Please see the section “Contractual Obligations Leases”.
| Investing Activity (Figures are given in “$”) | Q2-26 | Q2-25 | YTD 2026 | YTD 2025 |
| Purchase of property, plant & equipment | - | (10,110) | - | (41,303) |
| Redemption (purchase) of short-term investments | 68,435 | - | - | (213,940) |
| Total cash used in (from) investing activity | 68,435 | (10,110) | - | (255,243) |
The Company upgraded certain SFD® equipment in YTD 2025. The Company also used US$ short-term investments to segregate funds that mature just prior to monthly payment obligations for the Aircraft Lease.
Contractual Obligations
Leases
Office Lease. The Company has a lease that expires on September 30, 2030, for its current office space. Terms of the lease include an implied interest rate of 10% and monthly payments of $19,771.
Aircraft Lease. The Company has a lease on its aircraft lease which expires on March 28, 2027. The Company will own the aircraft at the end of the lease term. Terms of the lease include an interest rate of 12% and monthly payments of US$40,189. The Company has an early purchase option to acquire the aircraft on September 28, 2026. The early purchase option purchase price is the amortized value of the lease liability, plus a four-month interest penalty. The lease is being treated as a finance lease.
The estimated minimum annual commitments for the Company’s lease components as at June 30, 2026, are listed in the following table:
| Lease payments1 | Office | Operating Costs | Aircraft 2 | Printer | Total |
| 2026 | 118,626 | 81,701 | 342,314 | 1,427 | 544,068 |
| 2027 | 237,252 | 163,401 | 115,083 | - | 515,736 |
| 2028 | 237,252 | 163,401 | - | - | 400,653 |
| 2029 | 237,252 | 163,401 | - | - | 400,653 |
| 2030 | 177,939 | 122,551 | - | - | 300,490 |
| Total | 1,008,321 | 694,455 | 457,397 | 1,427 | 2,161,600 |
1. Figures are given in $.
2. US$ payments have been converted to CDN$ at a rate of 1.4196.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 20
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Convertible Debentures
There were no convertible debentures outstanding as at June 30, 2026.
| Movement in convertible debentures | US$ | CDN$ |
| Balance, January 1, 2025 | $ 6,378,141 | $ 9,174,957 |
| Fair value remeasurement of convertible debentures held at the beginning of the year | 3,960,005 | 5,418,502 |
| Conversion to common shares | (10,272,690) | (14,114,800) |
| Foreign exchange | - | (388,833) |
| Balance, December 31, 2025 | 65,456 | 89,826 |
| Fair value remeasurement on January 5, 2026 | (4,826) | (6,584) |
| Conversion to common shares on January 5, 2026 | (60,630) | (83,352) |
| Foreign exchange | - | 110 |
| Balance, June 30, 2026 | - | - |
Debenture Conversions
Between November 8, 2023, and January 11, 2024, the Company issued a total of US$1,872,000 (approximately CAD$2,543,636) of a multi-tranche unsecured convertible debenture (the "November Debentures"). The November Debentures bore interest at 10.0% per annum, paid quarterly in arrears, and were due and payable two years after issuance. The November Debentures were unsecured. Directors of NXT purchased US$147,000 of the November Debentures (approximately CDN$196,686). The November Debentures were convertible to common shares at a fixed conversion price of US$0.1808. On June 26, 2025, Mork Capital converted US$1,347,000 of their November Debentures into 7,450,221 common shares of NXT. On September 23, 2025, US$49,000 of the November Debentures were converted into 271,017 common shares of NXT. During December 2025, US$677,000 of November Debentures were converted into 2,228,979 common shares of NXT. The remaining US$45,000 of the November Debentures were converted into 248,893 common shares of NXT on January 5, 2026.
On May 30, 2025, Ataraxia Capital (“Ataraxia”) converted US$2,300,000 of convertible debentures into 13,540,208 common shares and on June 26, 2025, Mork Capital converted US$3,375,000 of convertible debentures into 15,605,088 common shares (including their November Debentures).
Mork Capital currently owns 37,576,821 common shares. This represents approximately 31.4% of the issued and outstanding common shares as of the date of this MD&A.
Investor’s Rights Agreement
On May 31, 2023, the Company and Ataraxia entered into an Investor Rights Agreement (the “Investor Rights Agreement”) pursuant to which Ataraxia has been granted the right: (i) to nominate one person for election or appointment as a director of the Company; (ii) to have one representative of Ataraxia attend the Company’s Board meetings as an observer (except any portion of a Board meeting where the Company’s relationship with Ataraxia is to be a subject of discussion); (iii) to purchase up to its pro rata portion (calculated on a fully diluted basis) of any securities offered by the Company, subject to certain limitations set forth in the Investor Rights Agreement; and (iv) receive certain information regarding the Company, including annual and quarterly financial statements, annual budgets, the capitalization tables, and access to its premises upon reasonable notification. In each case, Ataraxia will retain the rights set forth in the Investor Rights Agreement for so long as Ataraxia holds common shares representing at least 5% of the outstanding common shares of the Company. Ataraxia currently owns 13,540,208 common shares. This represents approximately 11.3% of the issued and outstanding common shares as of the date of this MD&A.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 | page | 21 |
The Investor Rights Agreement is publicly available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
Long-term Debt (HASCAP Loan)
On May 26, 2021, the Company received $1,000,000 from the Business Development Bank of Canada’s HASCAP Loan. The HASCAP Loan is a $1,000,000 non-revolving ten-year term credit facility with an interest rate of 4%. Repayment terms were interest only until May 26, 2022, and monthly principal plus interest payments for the remaining nine years. The HASCAP Loan is secured by a general security agreement and is guaranteed by the Business Development Bank of Canada.
| Repayment of long-term debt principal and interest: (Figures are given in “$”) |
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| 2026 | 66,018 |
| 2027 | 128,704 |
| 2028 | 124,259 |
| 2029 | 119,815 |
| 2030 to 2031 | 162,130 |
| Total principal and interest payments | 600,926 |
| Less interest | (54,630) |
| Total principal remaining | 546,296 |
| Current portion of long-term debt | 111,111 |
| Non-current portion of long-term debt | 435,185 |
Aging of trade receivable as of June 30, 2026
| Current |
| $ | - |
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| 0-90 days |
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| - |
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| 91-180 days |
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| 1,286,627 |
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| >180 days |
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| - |
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| Total trade receivables |
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| 1,286,627 |
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The $1,286,627 overdue for greater 91-180 days is with one customer. The Company is in regular communication with the customer, and they have agreed to a payment plan. To date, the customer has paid $146,829 (US$106,300) for invoices related to this outstanding balance. Given recent payment and agreement on payment terms, the Company has determined a provision was not required as of June 30, 2026 and will revisit this analysis in future periods.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 22
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Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements as of the date of this MD&A other than office premise non-lease operating costs as per NXT’s office lease agreement. If the Company were to default on its office lease, the current month’s rent including operation costs plus the next three months become immediately due. Operating cost amounts are disclosed in the section “Liquidity and Capital Resources – Contractual Obligations.”
NXT pays an estimated operating cost during the current year but has the obligation to pay the actual operating costs incurred as defined in the office lease in the first quarter of the following year if the estimate was low. Conversely, it will receive a refund if the estimate was too high. Currently, the Company believes that the operating cost estimate is reasonable and is consistent with discussions with the landlord under the Company’s office lease.
Transactions with Related Parties
| (Figures are given in “$”) | Q2-26 | Q2-25 | YTD 2026 | YTD 2025 |
| Legal fees1. | 51,444 | 48,691 | 63,257 | 62,900 |
| Interest Expense2.. | - | 171,893 | 85 | 377,593 |
| Board of director fees1. | 59,545 | 68,750 | 120,795 | 122,500 |
1. Recorded in G&A.
2. US$62 for the six months ended June 30, 2026. US$121,918 for the three months ended June 30, 2025, and US$265,475 for the six months ended June 30, 2025. Recorded in Interest expense, net.
One of the members of NXT’s Board of Directors was a partner in a law firm until his retirement date on June 30, 2026. The firm provides legal advice to NXT. Accounts payable and accrued liabilities include a total of $12,181 ($41,540 as at December 31, 2025) payable to this law firm.
Another member of the Board was a board member of Pana Holdings Mauritius, the parent company of Ataraxia until May 1, 2025. Ataraxia held two-year term convertible debentures until May 30, 2025. Please see the section “Liquidity and Capital Resources – Convertible Debentures”. The terms of the convertible debentures issued to Ataraxia included an annual interest rate of 10%, paid quarterly in arrears with conversion prices of US$0.143 and US$0.24 per common share. The debentures were able to be converted into either common shares or voting preferred shares with an annual dividend rate of 10% paid per quarter for the preferred shares, and they could have been converted on a one-to-one basis into common shares. The convertible debentures were payable on demand.
A third member of the Board is an employee of Mork Capital, which held two-year term convertible debentures until June 26, 2025. Please see the section “Liquidity and Capital Resources – Convertible Debentures”. The terms of the convertible debentures issued to Mork Capital included an annual interest rate of 10%, paid quarterly in arrears with conversion prices of US$0.1808 and US$0.25 per common share.
Certain members of the Board, elected to have most of their Board fees payable at December 31, 2023, transferred into convertible debentures for a total of US$147,000 (CDN$196,686). All of these convertible debentures were converted into common shares of NXT by January 5, 2026. Please see the section “Liquidity and Capital Resources – Convertible Debentures”. In addition, accounts payable and accrued liabilities at June 30, 2026, include a total of $nil, (December 31, 2025 - $2,954 or US$2,152) to Board members for accrued interest on the convertible debentures. The terms of the convertible debentures issued to members of the Board included an annual interest rate of 10%, paid quarterly in arrears with conversion price of US$0.25 per common share.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 23
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Accounts payable and accrued liabilities include $191,229 ($291,218 as at December 31, 2025) for Board fees.
Critical Accounting Estimates
In preparing the Interim Financial Statements, NXT is required to make estimates and assumptions that affect both the amount and timing of recording assets, liabilities, revenues and expenses since the determination of these items may be dependent on future events. The Company uses the most current information available and exercises careful judgment in making these estimates and assumptions. In the opinion of management, the Interim Financial Statements have been properly prepared within reasonable limits of materiality and within the framework of the Company’s significant accounting policies. These estimates and judgments include but are not limited to assessment of impairment indicators of intellectual property, recognition of SFD® related revenue, going concern considerations, estimated useful lives of intellectual property and property, plant and equipment, allowance for expected credit losses, and the assumptions used in to measure stock-based compensation expense. The estimates and assumptions used are based upon management's best estimate as at the date of the Interim Financial Statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period when determined. Actual results may differ from those estimates. These estimates and judgements are consistent with those outlined in the Company’s consolidated financial statement for the fiscal year ended December 31, 2025, other then allowance for expected credit losses.
Allowance for expected credit losses - In making the assessment of expected losses, the Company considers the following factors: historically realized bad debts; a counterparty’s present financial condition and whether a counterparty has breached certain contracts; the probability that a counterparty will enter bankruptcy; changes in economic conditions that correlate to increased levels of default and term to maturity of the specific receivable. These expected credit losses are recognized as an allowance rather than as a direct write-down of the amortized cost basis.
Changes in Accounting Policies
The Interim Financial Statements have been prepared by management in accordance with US GAAP. The Company has consistently used US GAAP for the eight most recently completed quarters. The accounting policies applied are consistent with those outlined in NXT’s annual audited consolidated financial statements for the year ended December 31, 2025, available on NXT’s website at www.nxtenergy.com and on SEDAR+ at www.sedarplus.ca.
Financial Instruments and Other Instruments
The Company’s non-derivative financial instruments consist of cash and cash equivalents, accounts receivable, contract assets, accounts payable and accrued liabilities, deferred revenue and long-term debt. The carrying value of these financial instruments, excluding long-term debt approximates their fair values due to their short terms to maturity. NXT is not exposed to significant interest rate fluctuations arising from these financial instruments but is exposed to significant credit risk with accounts receivable. For accounts receivable, where possible, NXT requests advance payments and utilizes risk mitigation products offered by entities such as Export Development Canada including, for example, insurance coverage of contract accounts receivable, guarantee support for contract performance bonds and wrongful call insurance for such bonds.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 | page | 24 |
NXT is exposed to foreign exchange risk because of holding foreign denominated financial instruments. Any unrealized foreign exchange gains and losses arising from such holdings are reflected in earnings at the end of each period. The Company does not currently enter into hedging contracts but instead uses alternative strategies to reduce the volatility of US dollar liabilities including holding excess US dollars before converting to CDN dollars.
The Company elected to measure the convertible debentures at fair value under ASC 815. Therefore, changes in fair value were measured through profit and loss.
For more information relating to risks, see the section titled “Liquidity and Capital Resources – Net Working Capital”.
Outstanding Share Capital
| Figures provided are Common Shares | August 6, 2026 | June 30, 2026 | December 31, 2025 |
| Common shares | 119,582,464 | 119,533,834 | 118,596,228 |
| Dilutive securities: |
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| Stock Options | 7,341,834 | 7,878,234 | 7,878,234 |
| DSUs | 723,501 | 723,501 | 525,153 |
| RSUs | 1,554,995 | 1,554,995 | 2,484,998 |
| November Debentures at US$0.1808 | - | - | 248,893 |
| Total share capital and dilutive securities | 129,202,794 | 129,690,564 | 129,733,506 |
The dilutive securities in the above table reflect the number of common shares that would be issued if the dilutive securities were fully converted or exercised by the holder of the dilutive security.
Current Director & Officer Common Share Holdings
| Figures provided are Common Shares | August 6, 2026 | June 30, 2026 | December 31, 2025 |
| Peter Mork 1 | 405,237 | 405,237 | 405,237 |
| Charles Selby 1 | 474,532 | 474,532 | 474,532 |
| Gerry Sheehan 1, 2 | 325,893 | 325,893 | 77,000 |
| Jeffrey Tilson 1 | 7,909,212 | 7,909,212 | 7,409,212 |
| Thomas Valentine 1 | 188,053 | 188,053 | 188,053 |
| Bruce G. Wilcox 1 | 1,063,992 | 1,063,992 | 970,658 |
| Eugene Woychyshyn 1,2 | 1,271,026 | 1,245,564 | 1,109,464 |
| Total director and officer share capital | 11,637,945 | 11,612,483 | 10,634,156 |
1 Director of NXT
2 Officer of NXT
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 25
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Disclosure Controls and Procedures (“DCPs”) and
Internal Controls over Financial Reporting (“ICFR”)
NXT’s CEO and Chief Financial Officer (the “CFO”) (together the “Responsible Officers”) are responsible for establishing and maintaining DCPs, or causing them to be designed under their supervision, for NXT to provide reasonable assurance that material information relating to the Company is made known to the Responsible Officers by others within the organization, particularly during the period in which the Company’s year-end consolidated financial statements and MD&A are being prepared.
DCPs and other procedures are designed to ensure that information required to be disclosed in reports that are filed is recorded, summarized, and reported within the time periods specified by the relevant securities’ regulatory authorities in either Canada or the United States of America. DCPs include controls and procedures designed to ensure that information required to be disclosed in our reports is communicated to management, including our Responsible Officers, to allow for timely decisions regarding required disclosure.
The Company has established and maintains ICFR using the criteria that were set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). The control framework was designed or caused to be designed under the supervision of the Responsible Officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP.
In evaluating the effectiveness of the Company’s DCPs, as defined under the rules adopted by the Canadian securities’ regulatory authorities and by the SEC, the Company’s Responsible Officers concluded that there are material weaknesses in the Company’s ICFR that have a direct impact on the Company’s DCPs:
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| · | due to the limited number of staff, it is not feasible to achieve adequate segregation of incompatible duties. NXT partially mitigates this deficiency by adding management and Audit Committee review procedures over the areas where inadequate segregation of duties is of the greatest concern; and |
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| · | NXT does not have a sufficient number of staff with specialized expertise to adequately conduct separate preparation and a subsequent independent review of certain complex or highly judgmental accounting issues. NXT partially mitigates this deficiency by preparing financial statements with their best judgments and estimates of complex accounting matters, and relies on reviews by management, external consultants, and the Audit Committee. |
From time to time, to reduce these risks and to supplement a small corporate finance function, the Company engages various outside experts and advisors to assist with various accounting, controls, and tax issues in the normal course.
Given the small size of the Company’s finance team, management has established a practice of increased engagement of external consultants, legal counsel, the Company’s Disclosure Committee and Audit Committee in reviewing public disclosure.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 26
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The Responsible Officers concluded that, as at June 30, 2026, NXT’s ICFR is not effective and as a result, its DCPs are not effective. NXT reached this conclusion based upon its assessment that there is a more than a remote likelihood that its ICFR will not prevent or detect material misstatements if they should exist in the Company’s Interim Financial Statements. The Responsible Officers continue to take certain actions to mitigate these material weaknesses including:
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| · | the implementation of controls regarding review procedures surrounding its disclosure; and |
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| · | engagement of third-party experts used above. |
In addition, the CFO engages subject matter consultants as the need arises.
There were no changes to the Company’s ICFR in Q2-26.
It should be noted that a control system, including the Company’s DCPs and ICFR, no matter how well conceived, can provide only reasonable, but not absolute, assurance that the objectives of the control system will be met, and it should not be expected that the DCPs and ICFR will prevent all errors or fraud.
Additional Information
Additional information related to the Company, including the Company’s 2025 Annual Information Form is available on NXT’s website at www.nxtenergy.com and on SEDAR+ at www.sedarplus.ca.
| NXT Energy Solutions Inc. MD&A for the period ended June 30, 2026 |
| page | 27
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EXHIBIT 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Gerry Sheehan, Chief Executive Officer, NXT Energy Solutions Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of NXT Energy Solutions Inc. (the “issuer”) for the interim period ended June 30, 2026. |
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| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
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| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
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| 4. | Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
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| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings |
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| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that | |
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| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
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| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
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| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. | |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
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| 5.2 | ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period |
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| (a) | a description of the material weakness; |
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| (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
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| (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
| 5.3 | N/A |
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| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2026, and ended on June 30, 2026, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: August 6, 2026
| "/s/ Gerry Sheehan" |
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| Gerry Sheehan |
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| Chief Executive Officer |
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EXHIBIT 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Eugene Woychyshyn, Chief Financial Officer, NXT Energy Solutions Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of NXT Energy Solutions Inc. (the “issuer”) for the interim period ended June 30, 2026. |
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| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
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| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
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| 4. | Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
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| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings |
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| designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
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| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
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| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
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| designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
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| 5.2 | ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period |
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| (a) | a description of the material weakness; |
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| (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
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| (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
| 5.3 | N/A |
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| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2026, and ended on June 30, 2026, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: August 6, 2026
| "/s/ Eugene Woychyshyn" |
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| Eugene Woychyshyn |
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| Chief Financial Officer |
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