UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended ~~January~~April 3130, 2025

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

For the transition period from _________ to ___________

Commission File Number 333-146934

NORTHERN MINERALS & EXPLORATION LTD.

(Exact name of registrant as specified in its charter)

Nevada		98-0557171
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1267 N 680 W, Pleasant Grove, UT		84062
(Address of principal executive offices)		(Zip Code)

(801) 885-9260

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

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

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

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

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

Large accelerated filer ☐

Non-accelerated filer ☒

Emerging growth company ☐

Accelerated filer ☐

Smaller reporting company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. ~~105~~107,~~401~~238,~~032~~932 common shares issued and outstanding as of ~~March~~June 1716, 2025.

NORTHERN MINERALS & EXPLORATION LTD.

FORM 10-Q

For the Period ended ~~January~~April 3130, 2025

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk 13 Item 4. Controls and Procedures 1413 PART II – OTHER INFORMATION 1413 Item 1. Legal Proceedings 1413 Item 1A. Risk Factors 14 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Mine Safety Disclosures 14 Item 5. Other Information 14 Item 6. Exhibits 1514 SIGNATURES 1514

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

	January 31,			July 31,
	April 30,			July 31,
	2025			2024
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash	$	3031,~~487~~732		$	53,139
Total Current Assets		3031,~~487~~732			53,139
TOTAL ASSETS	$	30,487		$	53,139
Other Assets:
Oil and gas properties		292,200			—
Total other assets		292,200			—
TOTAL ASSETS	$	323,932		$	53,139
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	~~13.500~~44,245		$	1,600
Accrued liabilities		3614,~~751~~448			33,506
Loans payable - current		8656,000			86,000
Total Current Liabilities		~~136~~114,~~251~~693			121,106
Long Term Liabilities:
Other payables		38,364			38,364
Accounts payable – related party		2620,500			26,500
Loan payable – related party		2590,000			—
Loan payable – long term		85,000			85,000
TOTAL LIABILITIES		~~311~~348,~~115~~557			270,970
Commitments and Contingencies
Stockholders’ Deficit:
Preferred stock, $0.001 par value, 50,000,000 shares authorized; no shares issued		—			—
Common stock, $0.001 par value, 250,000,000 shares authorized; 105,401,032 and 105,301,032 shares issued and outstanding as of January 31, 2025 and July 31, 2024, respectively		105,401			105,301
Common stock, $0.001 par value, 250,000,000 shares authorized; 105,801,032 and 105,301,032 shares issued and outstanding as of April 30, 2025 and July 31, 2024, respectively		105,801			105,301
Common stock to be issued		35339,~~000~~065			—
Additional paid-in-capital		3,~~233~~253,~~951~~551			3,215,051
Accumulated deficit		(3,~~654~~723,~~980~~042	)		(3,538,183	)
Total Stockholders’ Deficit		(~~280~~24,~~628~~625	)		(217,831	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	30323,~~487~~932		$	53,139

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

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended January 31,						For the Six Months Ended January 31,
	For the Three Months Ended April 30,						For the Nine Months Ended April 30,
	2025			2024			2025			2024
Operating expenses:
Officer compensation	$	67,~~600~~200		$	6,600		$	1320,~~200~~400		$	1319,~~200~~800
Consulting – related party		1918,~~400~~000			18,000			3856,650			3654,000
Professional fees		535,~~500~~746			5,~~000~~750			2157,~~500~~246			2328,~~100~~850
General and administrative expenses		43,~~899~~680			(25,~~684~~934	)		3741,~~651~~331			1319,~~436~~370
Total operating expenses		3664,~~399~~626			2636,~~916~~284			~~111~~175,~~001~~627			85122,~~736~~020
Loss from operations		(3664,~~399~~626	)		(2636,~~916~~284	)		(~~111~~175,~~001~~627	)		(85122,~~736~~020	)
Other expense:
Interest expense		(23,~~936~~436	)		(2,~~860~~870	)		(59,~~796~~232	)		(58,~~730~~600	)
Total other expense		(23,~~936~~436	)		(2,~~860~~870	)		(59,~~796~~232	)		(58,~~730~~600	)
Loss before provision for income taxes		(3968,~~335~~062	)		(2939,~~776~~154	)		(~~116~~184,~~797~~859	)		(91130,~~466~~620	)
Provision for income taxes		—			—			—			—
Net Loss	$	(3968,~~335~~062	)	$	(2939,~~776~~154	)	$	(~~116~~184,~~797~~859	)	$	(91130,~~466~~620	)
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted		105,~~401~~688,~~032~~672			9196,~~332~~082,~~128~~505			105,~~357~~466,~~097~~473			9092,~~195~~163,~~743~~33

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

NORTHERN MINERALS & EXPLORATION LTD.

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

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JANUARY~~APRIL 3130, 2025 AND 2024

(Unaudited)

	Common		Common Stock		Additional Paid-in		Common Stock To			Accumulated			Total Stockholders’
	Stock		Amount		Capital		be Issued			Deficit			Deficit
Balance, July 31, 2024		105,301,032	$	105,301	$	3,215,051	$	—		$	(3,538,183	)	$	(217,831	)
Common stock issued for services		100,000		100		18,900		—			—			19,000
Net loss		—		—		—		—			(77,462	)		(77,462	)
Balance, October 31, 2024		105,401,032		105,401		3,233,951		—			(3,615,645	)		(276,293	)
Common stock issued for cash – related party		—		—		—		35,000			—			35,000
Net loss		—		—		—		—			(39,335	)		(39,335	)
Balance, January 31, 2025		105,401,032	$	105,401	$	3,233,951	$	35,000		$	(3,654,980	)	$	(280,628	)
Common stock issued for cash – related party		400,000		400		19,600		(20,000	)		—			—
Common stock issued for oil and gas rights		—		—		—		267,200			—			267,200
Common stock issued for debt settlement		—		—		—		56,865			—			56,865
Net loss		—		—		—		—			(68,062	)		(68,062	)
Balance, April 30, 2025		105,801,032	$	105,801	$	3,253,551	$	339,065		$	(3,723,042	)	$	(24,625	)

	Common		Common Stock		Additional Paid-in		Common Stock To			Accumulated			Total Stockholders’
	Stock		Amount		Capital		be Issued			Deficit			Deficit
Balance, July 31, 2023		89,059,357	$	89,059	$	2,987,668	$	30,000		$	(3,367,843	)	$	(261,116	)
Common stock issued for cash – related party		—		—		—		25,000			—			25,000
Common stock issued for cash		—		—		—		8,000			—			8,000
Net loss		—		—		—		—			(61,690	)		(61,690	)
Balance, October 31, 2023		89,059,357		89,059		2,987,668		6355,000			(3,429,533	)		(~~289~~297,806	)
Common stock issued for cash – related party		2,666,666		2,666		37,334		—			—			40,000
Common stock issued for cash		1,575,000		1,575		22,050		—			—			23,625
Net loss		—		—		—		—			(29,776	)		(29,776	)
Balance, January 31, 2024		93,301,023	$	93,300	$	3,047,052	$	6355,000		$	(3,459,309	)	$	(~~255~~263,957	)
Common stock issued for cash – related party		5,000,001		5,001		69,999		(30,000	)		—			45,000
Common stock issued for cash		333,333		333		4,667		20,000			—			25,000
Net loss		—		—		—		—			(39,154	)		(39,154	)
Balance, April 30, 2024		98,634,357	$	98,634	$	3,121,718	$	45,000		$	(3,498,463	)	$	(233,111	)

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

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended January 31,
	For the Nine Months Ended April 30,
	2024			2023
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(~~116~~184,~~797~~859	)	$	(91130,~~466~~620	)
Adjustments to reconcile net loss to net cash used in Operating activities:
Common stock issued for services		19,000			—
Changes in Operating Assets and Liabilities:
Accounts payables and accrued liabilities		11,900			3,100
Accounts payable		30,145			987
Accounts payable – related party		—(6,000	)		—
Accrued liabilities		37,~~245~~807			36,~~180~~050
Net cash used in operating activities		(82133,~~652~~907	)		(85123,~~186~~583	)
Cash Flows used in Investing Activities:		—			—
Purchase of oil and gas rights		(12,500	)		—
Net cash used in investing activities		(12,500	)		—
Cash Flows from Financing Activities:
Proceeds from the sale of common stock – related party		35,000			65110,000
Proceeds from the sale of common stock		—			2348,625
Proceeds from note payable – related party		2590,000			—
Net cash provided by financing activities		60125,000			88158,625
Net change in cash		(2221,~~652~~407	)		335,~~439~~042
Cash at beginning of the period		53,139			6,900
Cash at end of the period	$	3031,~~487~~732		$	1041,~~339~~942
Cash paid during the period for:
Interest	$	23,~~550~~825		$	2,550
Taxes	$	—		$	—
Non-cash investing and financing activities:
Common stock issued to oil and gas rights	$	267,200		$	—
Common stock issued for debt settlement	$	56,865		$	—

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

Northern Minerals & Exploration Ltd.

Notes to Consolidated Financial Statements

~~January~~April 3130, 2025

(Unaudited)

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

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

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

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

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

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

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

Use of estimates

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

Cash and Cash Equivalents

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of ~~January~~April 3130, 2025 and July 31, 2024.

Principles of Consolidation

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

Mineral Property Acquisition and Exploration Costs

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

Oil and Gas Properties

The Company follows the successful efforts method of accounting for its oil and gas properties. Under this method of accounting, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense. The costs of development wells are capitalized whether those wells are successful or unsuccessful. Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts. Depletion and amortization of oil and gas properties are computed on a well-by-well basis using the units-of-production method. Although the Company has recognized minimal levels of production and revenue in the past, none of its property have proved reserves. Therefore, the Company’s properties are designated as unproved properties.

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

Asset Retirement Obligation

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

Basic and Diluted Earnings Per Share

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

For the three and ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, the Company had no potentially dilutive shares of common stock.

Recently issued accounting pronouncements

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

NOTE 3 — GOING CONCERN

The accompanying financial statements are prepared and presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, they do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. As of ~~January~~April 3130, 2025, the Company has an accumulated deficit of $3,~~654~~723,~~980~~042. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~NOTE 4 — LOANS PAYABLE~~9

OnNOTE ~~April~~4 ~~16,~~— ~~2017,~~OIL ~~the~~AND ~~Company~~GAS executed a promissory note for $15,000 with a third party. The note matures in two years and interest is set at $3,000 for the full two years. As of July 31, 2024, there is $15,000 and $9,375 of principal and accrued interest, respectively, due on this loan. As of January 31, 2025, there was $15,000 and $10,125 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.PROPERTY

On ~~June~~April 11, ~~2020~~2025, ~~a third party loaned~~ the Company ~~$14,000.~~and OnLost ~~March~~Creek 3Acquisitions, ~~2021,~~LLC ~~the~~entered ~~party~~into ~~loaned~~a ~~another~~Purchase $5Agreement,~~000~~ towhereby the Company. ~~During~~purchased the ~~year~~rights ~~ended~~to ~~July~~the ~~31,~~Phase ~~2022,~~I ~~the~~Wells. ~~Company~~The ~~repaid~~purchase price is $1525,000 cash and 4,000,000 shares of ~~the~~common ~~loan~~Stock. ~~During~~The shares were valued at $0.0668, the ~~year~~closing ~~ended~~stock ~~July~~price 31on April 11, ~~2023~~2025, ~~the~~for ~~Company~~a ~~borrowed~~value anof ~~additional~~ $7267,~~000~~200. ~~The~~As ~~loan~~of isApril ~~unsecured~~11, ~~non-interest~~2025, ~~bearing~~$12,500 of the $25,000 has been paid and ~~due~~the onshares ~~demand.~~are Asdisclosed ofas ~~January~~common ~~31,~~stock ~~2025,~~to ~~there~~be isissued. aThe ~~balance~~total ~~due~~purchase ofprice was $11292,~~000~~200, which has been capitalized to the balance sheet.

~~During~~NOTE ~~the~~5 ~~year~~— ~~ended~~LOANS July 31, 2020, a third party loaned the Company $60,000. The loan is unsecured, bears interest at 8% per annum and matures on September 1, 2021. As of July 31, 2024, there is $60,000 and $23,265 of principal and accrued interest, respectively, due on this loan. As of January 31, 2025, there is $60,000 and $25,685 of principal and interest accrued on this note. This note is in default.PAYABLE

On ~~June~~April 116, ~~2023~~2017, the Company ~~issued~~executed a ~~Promissory~~promissory ~~Note~~note ~~to Golden Sands Exploration Inc,~~ for $8515,000. ~~The~~with ~~note~~a ~~bears~~third ~~interest~~party. atThe 6%note ~~and~~ matures onin ~~June~~two 1,years ~~2026.~~and ~~Interest~~interest is toset beat ~~paid~~$3,000 ~~quarterly~~for ~~with~~ the ~~first~~full ~~payment~~two ~~due on or before September 1, 2023~~years. As of July 31, 2024, there is $8515,000 and $~~886~~9,375 of principal and accrued interest, respectively, due on this loan. As of ~~January~~April 3130, 2025, there iswas $8515,000 and $~~877~~10,500 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

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

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

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

NOTE 6 — COMMON STOCK TRANSACTION

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

Refer to Note 7 8 for transactions with related parties.

NOTE 67 — RELATED PARTY NOTE PAYABLE

The Company has a line of credit (“LOC”) with Mr. Miranda, a former director, for up to $500,000. The LOC bears interest at 5% to be paid quarterly and matures in five years. As of ~~January~~April 2530, 2025, there is $2590,000 and $55500 of principal and accrued interest, respectively, due on the LOC.

NOTE 78 — RELATED PARTY TRANSACTIONS

For the ~~six~~nine months ending ~~January~~April 3130, 2025 and 2024, total payments of $3654,000 and $3654,000, respectively, were made to Noel Schaefer, a Director of the Company, for consulting services. As of ~~January~~April 3130, 2025 and July 31, 2024, there is $20,500 and $26,500 , respectively, credited to other payables (long term).

For the ~~six~~nine months ending ~~January~~April 3130, 2025, total payments of $2,650 were made to Ivan Webb, CEO of the Company, for consulting services.

During the ~~six~~nine months ending ~~January~~April 3130, 2025, Victor Miranda, a former Director, purchased 300,000 shares of common stock for total proceeds of $15,000. As of ~~January~~April 3130, 2025, the shares have not yet been issued by the transfer agent and are disclosed as common stock to be issued.

During the ~~six~~nine months ending ~~January~~April 3130, 2025, Robert Campbell, a former Director, purchased 400,000 shares of common stock for total proceeds of $20,000. ~~As of January 31, 2025, the shares have not yet been issued by the transfer agent and are disclosed as common stock to be issued.~~

~~NOTE~~On 8March —12, ~~SUBSEQUENT~~2025, ~~EVENTS~~Robert Campbell resigned as Director and Secretary of the Company.

~~Management~~On ~~has~~April ~~evaluated~~30, ~~subsequent~~2025, ~~events~~Victor ~~pursuant~~Miranda toresigned ~~the~~as ~~requirements~~Director of ~~ASC Topic 855, from~~ the ~~balance sheet date through the date the financial statements were issued and has determined that there are no material subsequent events to disclose in these financial statements~~Company.

NOTE 9 — SUBSEQUENT EVENTS

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

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

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

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

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

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

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

General Overview

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

Results of Operations

Results of Operations for the Three Months Ended ~~January~~April 3130, 2025 Compared to the Three Months Ended ~~January~~April 3130, 2024

Revenue

We had no revenue for the three months ended ~~January~~April 3130, 2025 and 2024.

Officer compensation

Officer compensation was $67,~~600~~200 and $6,600 for the three months ended ~~January~~April 3130, 2025 and 2024, respectively. Officer’s compensation is paid to our CFO and has increased $200 a month in the current period.

Consulting – related party

Consulting – related party services were $1918,~~400~~000 and $18,000 for the three months ended ~~January~~April 3130, 2025 and 2024, respectively. Fees are paid to Noel Schaefer, Director, but are recorded as consulting fees. ~~In the current period we paid an additional $1,400 to our CEO for consulting fees.~~

Professional fees

Professional fees were $535,~~500~~746 and $5,~~000~~750 for the three months ended ~~January~~April 3130, 2025 and 2024, respectively, an increase of $~~500~~29,996. Professional fees generally consist of legal and audit expenses. The increase ~~was~~is due to an increase in ~~audit~~legal fees.

General and administrative

General and administrative expenses were $43,~~899~~680 and ~~a negative~~ $25,~~684~~934 for the three months ended ~~January~~April 3130, 2025 and 2024, respectively, ana ~~increase~~decrease of $72,~~583~~254 or ~~282.5~~38%. ~~In Q1 of the prior year $8,000 was incorrectly recorded and discovered in Q2, at which time it was corrected, resulting in a negative expense for the three months ended January 31, 2024.~~

Interest expense

During the three months ended ~~January~~April 3130, 2025 and 2024, we had interest expense of $23,~~936~~436 and $2,~~860~~870, respectively, an increase of ~~only~~ $76566 or 219.7%. The increase is in conjunction with an increase in our loan payable balance.

Net Loss

For the three months ended ~~January~~April 3130, 2025, we had a net loss of $3968,~~335~~062 as compared to a net loss of $2939,~~776~~154 for the three months ended ~~January~~April 3130, 2024 an increase to our net loss of $928,~~559~~908 or 3273.18%. The increase is due to the reasons discussed above.

Results of Operations for the ~~Six~~Nine Months Ended ~~January~~April 3130, 2025 Compared to the ~~Six~~Nine Months Ended ~~January~~April 3130, 2024

Revenue

We had no revenue for the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024.

Officer compensation

Officer compensation was $1320,~~200~~400 and $1319,~~200~~800 for the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, respectively. Officer’s compensation is paid to our CFO. and has increased $200 a month in the current period

Consulting – related party

Consulting – related party services were $3856,650 and $3654,000 for the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, respectively. Fees are paid to Noel Schaefer, Director, but are recorded as consulting fees. In the current period we paid an additional $2,650 to our CEO for consulting fees.

Professional fees

Professional fees were $2157,~~500~~246 and $2328,~~100~~850 for the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, respectively, aan ~~decrease~~increase of $128,~~600~~396 or 698.94%. Professional fees generally consist of legal and audit expenses. In the current period we had aan ~~decrease~~increase in ~~audit and~~ legal fees ~~of $1,000 and $600, respectively~~.

General and administrative

General and administrative expenses were $3741,~~651~~331 and $1319,~~436~~370 for the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, respectively, an increase of $2421,~~215~~961 or ~~180~~113.24%. In the current period we issued common stock for services valued at $19,000.

Interest expense

During the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, we had interest expense of $59,~~796~~232 and $58,~~730~~600 respectively, an increase of ~~only~~ $66632 or 17.23%. The increase is in conjunction with an increase in our loan payable balance.

Net Loss

For the ~~six~~nine months ended ~~January~~April 3130, 2025, we had a net loss of $~~116~~184,~~797~~859 as compared to a net loss of $91130,~~466~~620 for the ~~six~~nine months ended ~~January~~April 3130, 2024 an increase to our net loss of $2554,~~331~~239 or 2741.75%. The increase is due to the reasons discussed above.

Liquidity and Financial Condition

Operating Activities

Cash used by operating activities was $82133,~~652~~907 for the ~~six~~nine months ended ~~January~~April 3130, 2025. Cash used for operating activities was $85123,~~186~~583 for the ~~six~~nine months ended ~~January~~April 3130, 2024.

Investing Activities

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

Financing Activities

Net cash provided by financing activities was $60125,000 for the ~~six~~nine months ended ~~January~~April 3130, 2025. We received $2590,000 from a related party ~~loan~~loans and $35,000 from the sale of common stock to our former directors. For the ~~six~~nine months ended ~~January~~April 3130, 2024, we received $88158,625 from the sale of our common stock, $65110,000 of which was from a related party.

We had the following loans outstanding as of ~~January~~April 3130, 2025:

On April 16, 2017, the Company executed a promissory note for $15,000 with a third party. The note matures in two years and interest is set at $3,000 for the full two years. As of ~~January~~April 3130, 2025, there was $15,000 and $10,~~125~~500 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

On June 11, 2020, a third party loaned the Company $14,000. On March 3, 2021, the party loaned another $5,000 to the Company. During the year ended July 31, 2022, the Company repaid $15,000 of the loan. During the year ended July 31, 2023, the Company borrowed an additional $7,000. The loan is unsecured, non-interest bearing and due on demand. As of ~~January~~April 3130, 2025, there is a balance due of $11,000.

During the year ended July 31, 2020, a third party loaned the Company $60,000. The loan is unsecured, bears interest at 8% per annum and matures on September 1, 2021. On April 30, 2025, the Company and the third party entered into a debt settlement agreement, whereby the parties agreed to settle the outstanding principal and interest for $30,000 in cash and 1,137,900 shares of common stock at $0.05 per share. As of ~~January~~April 3130, 2025, there is $2530,~~685~~000 and $0 of principal and interest accrued on this note. ~~This note is in default.~~

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

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

The Company has a line of credit (“LOC”) with Mr. Miranda, director, for up to $500,000. The LOC bears interest at 5% to be paid quarterly. As of January 25, 2025, there is $25,000 and $55 of principal and accrued interest, respectively, due on the LOC.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

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

Item 4.

Controls and Procedures

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

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

Changes in Internal Controls

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

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

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

Item 1A.

Risk Factors

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

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None,

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

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

*	(a) Filed herewith.

SIGNATURES

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

	NORTHERN MINERALS & EXPLORATION LTD.
Dated: March 17, 2025	/s/ Ivan Webb
Dated: June 16, 2025	/s/ Ivan Webb
	Ivan Webb
	Chief Executive Officer
	/s/ Noel Schaefer
	Noel Schaefer
	Chief Operating Officer and Director
	/s/ Rachel Boulds
	Rachel Boulds
	Chief Financial Officer
	/s/ Victor Miranda
	Victor Miranda
	Director

1514

Filing Compare · NORTHERN MINERALS & EXPLORATION LTD.