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 October 31, 2025

or

☐   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. 111,238,932 common shares issued and outstanding as of December 15, 2025.

NORTHERN MINERALS & EXPLORATION LTD.

FORM 10-Q

For the Period ended October 31, 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	12
Item 3.   Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.   Controls and Procedures	14
PART II – OTHER INFORMATION	14
Item 1.   Legal Proceedings	14
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	15
Item 6.   Exhibits	15
SIGNATURES	15

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

	October 31,			July 31,
	2025			2025
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash	$	8,270		$	4,059
Accounts receivable		11,240			6,750
Total Current Assets		19,510			10,809
Other Assets:
Oil and gas properties		151,456			151,456
Total other assets		151,456			151,456
TOTAL ASSETS	$	170,966		$	162,265
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	82,525		$	45,422
Accounts payable – related party		22,500			12,000
Accrued liabilities		29,597			15,527
Accrued compensation		2,400			—
Loans payable - current		38,500			38,500
Total Current Liabilities		175,522			111,449
Long Term Liabilities:
Other payables		—			33,664
Accounts payable – related party		—			20,500
Loan payable – related party		197,000			135,000
Loan payable – long term		85,000			85,000
TOTAL LIABILITIES		457,522			385,613
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; 111,238,932 and 107,238,932 shares issued and outstanding as of October 31, 2025 and July 31, 2025, respectively		111,239			107,239
Common stock to be issued		—			267,200
Additional paid-in-capital		3,587,208			3,324,008
Accumulated deficit		(3,985,003	)		(3,921,795	)
Total Stockholders’ Deficit		(286,556	)		(223,348	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	170,966		$	162,265

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

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NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended October 31,
	2025			2024
Revenue	$	5,065		$	—
Cost of revenue		(4,956	)		—
Gross margin		109			—
Operating expenses:
Officer compensation	$	7,200		$	6,600
Consulting – related party		18,000			19,250
Professional fees		30,619			16,000
General and administrative expenses		3,717			32,752
Total operating expenses		59,536			74,602
Loss from operations		(59,427	)		(74,602	)
Other expense:
Interest expense		(3,781	)		(2,860	)
Total other expense		(3,781	)		(2,860	)
Loss before provision for income taxes		(63,208	)		(77,462	)
Provision for income taxes		—			—
Net Loss	$	(63,208	)	$	(77,462	)
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted		109,238,932			105,315,162

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

5

NORTHERN MINERALS & EXPLORATION LTD.

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

FOR THE THREE MONTHS ENDED OCTOBER 31, 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, 2025		107,238,932	$	107,239	$	3,324,008	$	267,200		$	(3,921,795	)	$	(223,348	)
Common stock issued for oil and gas rights		4,000,000		4,000		263,200		(267,200	)		—			—
Net loss		—		—		—		—			(63,208	)		(63,208	)
Balance, October 31, 2025		111,238,932	$	111,239	$	3,587,208	$	—		$	(3,985,003	)	$	(286,556	)

	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	)

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

6

NORTHERN MINERALS & EXPLORATION LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended October 31,
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(63,208	)	$	(77,462	)
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 receivable		(4,490	)		—
Accounts payable		3,439			14,400
Accounts payable – related party		(10,000	)		—
Accrued compensation – related party		2,400			—
Accrued liabilities		14,070			1,585
Net cash used in operating activities		(57,789	)		(42,477	)
Cash Flows from Financing Activities:
Proceeds from note payable – related party		62,000			—
Net cash provided by financing activities		62,000			—
Net change in cash		4,211			(42,477	)
Cash at beginning of the period		4,059			53,139
Cash at end of the period	$	8,270		$	10,662
Cash paid during the period for:
Interest	$	1,275		$	1,275
Taxes	$	—		$	—

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

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Northern Minerals & Exploration Ltd.

Notes to Unaudited Condensed Consolidated Financial Statements

October 31, 2025

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

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

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

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

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

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending July 31, 2026. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2025.

Use of estimates

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

Cash and Cash Equivalents

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

Principles of Consolidation

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

Mineral Property Acquisition and Exploration Costs

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

8

Oil and Gas Properties

The Company follows the successful efforts method of accounting for its oil and gas properties. Under this method of accounting, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense. The costs of development wells are capitalized whether those wells are successful or unsuccessful. Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts. Depletion and amortization of oil and gas properties are computed on a well-by-well basis using the units-of-production method.

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

Asset Retirement Obligation

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

Fair Value of Financial Instruments

The fair value is an exit price representing the amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants. As such, fair value of a financial instrument is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or a liability.

A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

● Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

● Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participants assumptions that are reasonably available.

On October 31, 2025, there are no instruments requiring fair value hierarchy disclosure. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, accounts payable, accrued expenses and loans payable approximate their fair value because of the short maturity of those instruments.

Basic and Diluted Earnings Per Share

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

For the periods ended October 31, 2025 and 2024, the Company had no potentially dilutive shares of common stock.

Revenue Recognition

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” and in accordance with ASC 326 “Financial Instruments-Credit Losses”. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer.

Step 2: Identify the performance obligations in the contract.

9

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when the Company satisfies a performance obligation.

The Company receives revenues from the sale of oil and natural gas from its investment in Lost Creek Acquisitions LLC (Note 4).  The Company owns a working interest in 14 oil and gas wells located in northeastern Oklahoma. These wells produce both oil and natural gas.  As a working interest holder, revenue from the sale of oil and natural gas must first pay the production taxes to the state of Oklahoma, then the royalties to the mineral holders and then the expenses incurred to cause the oil and gas to produce. Operating expenses are typically administrative, pumper, electricity, water disposal, chemical and repairs.  After taxes, royalties and expenses are paid, the remining amount is the net profit from the gross sales received from the 14 wells.  The Company then receives its share of the revenues as per the percentage ownership as outlined per well in the purchase agreement.

Accounts Receivable

Accounts receivable consists of expected amounts due for the percentage of the sale of oil and natural gas from the investment in Lost Creek Acquisitions LLC. As of October 31, 2025 and July 31, 2025, the Company has recorded $11,240 and $6,750 of accounts receivable, respectively.

Allowance for Credit Losses

The Company estimates its allowance for credit losses using the Current Expected Credit Loss (CECL) model under ASC 326. The CECL model requires recognition of expected credit losses over the contractual life of financial assets held at the reporting date, considering the nature of debt, industry expectations, current conditions, and reasonable and supportable forecasts.

Financial assets subject to CECL include trade receivables. The Company groups financial assets based on shared risk characteristics and evaluates them collectively. The allowance is measured using a combination of historical activity, industry expectations, adjusted for current economic trends and forward-looking factors such as industry outlook and macroeconomic indicators (e.g., unemployment rate, GDP).

Under CECL, the carrying amount of a financial asset (net of the allowance for credit losses) represents the amount the Company expects to collect. This means that when the CECL estimate is appropriately recorded, the net reported balance of financial assets reflects management’s best estimate of collectible cash flows, based on available and supportable information.

Management reviews the adequacy of the allowance at each reporting period and updates estimates as appropriate. Changes in estimates are recorded in the income statement as a component of credit loss expense. As of October 31, 2025, there was no indication that the Company required an allowance for credit losses.

Operating Segments

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance. Our chief operating decision–making group is composed of the Chief Executive Officer. The Company has one operating segment as of October 31, 2025 and July 31, 2025.

Recently issued accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment. The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in the annual financial statements for the year ended December 31, 2024, and for interim periods beginning in 2025. The Company adopted this ASU, effective for the year ended December 31, 2024. The adoption had no impact on the Company’s financial statements.

The Company periodically reviews new accounting standards that are issued. Although some of these accounting standards may apply to the Company, the Company has not identified any new standards that it believes merit further discussion or change to adopted policies, and the Company expects that none will have a significant impact on its financial statements.

NOTE 3 — GOING CONCERN

The accompanying financial statements are prepared and presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, they do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. For the quarter ended October 31, 2025, the Company has recognized minimal revenue and used $57,789 of cash in operating activities. As of October 31, 2025, the Company has an accumulated deficit of $3,985,003. 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.

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NOTE 4 — OIL AND GAS PROPERTY

On April 11, 2025, the Company and Lost Creek Acquisitions, LLC entered into a Purchase Agreement, whereby the Company purchased the rights to the Phase I Wells. The purchase price was $25,000 cash and 4,000,000 shares of common Stock. The shares were valued at $0.0668, the closing stock price on April 11, 2025, for a value of $267,200. As of July 31, 2025, the shares were disclosed as common stock to be issued. The shares were issued on September 15, 2025. The total purchase price was $292,200, which was capitalized to the balance sheet.

During the year ended July 31, 2025, the Company reviewed its oil and gas properties for indicators of impairment in accordance with ASC 360-10, Property, Plant, and Equipment. As a result of revised reserve estimates, management determined that the carrying value of certain properties exceeded their estimated undiscounted future net cash flows. The Company measured the impairment based on the estimated fair value of the affected properties, determined using discounted cash flow techniques and Level 3 inputs, including estimated future production volumes, commodity prices, operating costs, and discount rates.

Accordingly, the Company recognized an impairment loss of $140,744 during the year ended July 31, 2025. The carrying value of the impaired properties was reduced to $151,456 representing their estimated fair value as of the measurement date.

NOTE 5 — SUPPLEMENTAL OIL AND GAS INFORMATION

The following supplemental information is presented in accordance with FASB ASC Topic 932, Extractive Activities—Oil and Gas, and the SEC’s Regulation S-K, Subpart 1200, which require disclosures of proved oil and gas reserve quantities and the standardized measure of discounted future net cash flows.

The standardized measure and PV-10 values presented are not intended to represent the fair value of the Company’s reserves.

Standardized Measure of Discounted Future Net Cash Flows

The standardized measure of discounted future net cash flows relating to the Company’s proved reserves as of July 31, 2025 is presented below. The estimates are based on the 12-month average of the first-day-of-the-month prices for oil and natural gas, held constant throughout the life of the properties, and current cost estimates as of each year-end. The future net cash flows are discounted at 10 percent per annum as required by GAAP.

	2025
Future cash inflows	$	523,015
Future production	0.641 Oil (MMBL) & 166.531 Gas (MMCF
Future development costs	$	10,875
Future LOE	$	273,427
Future net cash flows (undiscounted)	$	225,431
10% annual discount	$	151,456
Standardized measure of discounted future net cash flows	$	156,671

NOTE 6 — LOANS PAYABLE

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 October 31, 2025, there is $15,000 and $11,250 of principal and accrued interest, respectively, due on this loan. As of July 31, 2025, there was $15,000 and $10,875 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

As of October 31, 2025 and July 31, 2025, the Company owes a third party $23,500 and $23,500, respectively. The loan is unsecured, non-interest bearing and due on demand.

On June 1, 2023, the Company issued a Promissory Note to Golden Sands Exploration Inc, for $85,000. The note bears interest at 6% and matures on June 1, 2026. Interest is to be paid quarterly with the first payment due on or before September 1, 2023. As of October 31, 2024, there is $85,000 and $850 of principal and accrued interest, respectively, due on this loan. As of July 31, 2025, there is $85,000 and $850 of principal and accrued interest, respectively, due on this loan.

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NOTE 7 — COMMON STOCK TRANSACTION

Pursuant to the terms of the Purchase Agreement with Lost Creek Acquisitions, LLC the Company issued 4,000,000 shares of common Stock (Note 4). The shares were issued by the transfer agent on September 15, 2025.

NOTE 8 — 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 October 31, 2025, there is $197,000 and $4,171 of principal and accrued interest, respectively, due on the LOC. As of July 31, 2025, there is $135,000 and $2,040 of principal and accrued interest, respectively, due on the LOC.

NOTE 9 — RELATED PARTY TRANSACTIONS

For the three months ending October 31, 2025 and 2024, total payments of $28,000 and $18,000, respectively, were made to Noel Schaefer, a Director of the Company, for consulting services. As of October 31, 2025, there is $22,500 due to Mr. Schaefer. As of July 31, 2025, $32,500 is due to Mr. Schaefer and credited to other payables (long term).

For the three months ending October 31, 2024, total payments of $1,250, were made to Ivan Webb, former CEO of the Company, for consulting services.

NOTE 10 — 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.

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.

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Results of Operations

Results of Operations for the Three Months Ended October 31, 2025 Compared to the Three Months Ended October 31, 2024

Revenue and Cost of Revenue

For the three months ended October 31, 2025, we recognized $5,065 of revenue and $4,956 of expense for a gross margin of $109. We began to recognized our first revenues from the sale of oil and natural gas from its investment in Lost Creek Acquisitions LLC (Note 4) during the fourth quarter of fiscal year 2025. We did not recognize any revenue for the three months ended October 31, 2024.

Officer compensation

Officer compensation was $7,200 and $6,600 for the three months ended October 31, 2025 and 2024, respectively. Officer’s compensation is paid to our CFO and has increased $200 a month.

Consulting – related party

Consulting – related party services were $18,000 and $19,250 for the three months ended October 31, 2025 and 2024, respectively. Fees are paid to Noel Schaefer, Director, but are recorded as consulting fees. In the prior period we also paid $1,250 to our former CEO.

Professional fees

Professional fees were $30,619 and $16,000 for the three months ended October 31, 2025 and 2024, respectively, an increase of $14,619 or 91.4%. Professional fees generally consist of legal and audit expenses. The increase is due to an increase in legal fees.

General and administrative

General and administrative expenses were $3,717 and $32,752 for the three months ended October 31, 2025 and 2024, respectively, a decrease of $29,035 or 88.7%. In the prior period we issued shares of common stock for consulting services valued at $19,000. We also spent $9,500 on website development expenses that we did not incur in the current period.

Interest expense

During the three months ended October 31, 2025 and 2024, we had interest expense of $3,781 and $2,870, respectively, an increase of $921 or 32.2%. The increase is in conjunction with an increase in our loan payable balance.

Net Loss

For the three months ended October 31, 2025, we had a net loss of $63,208 as compared to a net loss of $77,462 for the three months ended October 31, 2024 a decrease to our net loss of $14,254 or 18.4%. The decrease is due to the reasons discussed above.

Liquidity and Financial Condition

Operating Activities

Cash used by operating activities was $57,789 for the three months ended October 31, 2025. Cash used for operating activities was $42,477 for the three months ended October 31, 2024.

Financing Activities

Net cash provided by financing activities was $62,000 for the three months ended October 31, 2025. We received $62,000 from related party loans. There was no financing activity in the prior period.

We had the following loans outstanding as of October 31, 2025:

On April 16, 2017, the Company executed a promissory note for $15,000 with a third party. The note matures in two years and interest is set at $3,000 for the full two years. As of October 31, 2025, there is $15,000 and $11,250 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

On June 1, 2023, the Company issued a Promissory Note to Golden Sands Exploration Inc, for $85,000. The note bears interest at 6% and matures on June 1, 2026. Interest is to be paid quarterly with the first payment due on or before September 1, 2023. As of October 31, 2025, there is $85,000 and $850 of principal and accrued interest, respectively, due on this loan.

The Company has a line of credit (“LOC”) with Mr. Miranda, a former director, for up to $500,000. The LOC bears interest at 5% to be paid quarterly and matures in five years. As of October 31, 2025, there is $197,000 and $4,171 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.

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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.

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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: December 15, 2025	/s/ Noel Schaefer
	Noel Schaefer
	Chief Executive Officer, Chief Operating Officer and Director
	/s/ Rachel Boulds
	Rachel Boulds
	Chief Financial Officer
	/s/ Jose Berhane Tewolde Serrano
	Jose Berhane Tewolde Serrano
	Director

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