UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the fiscal year ended
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For the transition period from ____________ to ____________
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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. ¨ ☐
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
State the aggregate market value of the voting and non-voting common equity held by non-affiliates: approximately $
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 3, 2026, the issuer had
NORTHERN MINERALS & EXPLORATION LTD.
FORM 10-K
For the Year ended July 31, 2026
TABLE OF CONTENTS
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PART I |
Page |
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Item 1. |
Business |
3 |
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Item 1A. |
Risk Factors |
6 |
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Item 1B. |
Unresolved Staff Comments |
6 |
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Item 1C. |
Cybersecurity |
6 |
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Item 2. |
Property |
6 |
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Item 3. |
Legal Proceedings |
6 |
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Item 4. |
Mine Safety Disclosures |
6 |
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PART II |
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Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
6 |
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Item 6. |
[Reserved] |
7 |
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Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operation |
7 |
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Item 7A. |
Quantitative and Qualitative Disclosure About Market Risk |
10 |
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Item 8. |
Financial Statements and Supplementary Data |
10 |
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Item 9A. |
Controls and Procedures |
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Item 9B. |
Other Information |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
12 |
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Item 11. |
Executive Compensation |
14 |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
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Item 14. |
Principal Accountant Fees and Services |
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Item 15. |
Exhibits, and Financial Statement Schedules |
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Item 16 |
Form 10-K Summary |
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Signatures |
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Our Corporate History and Background
We were incorporated on December 11, 2006, under the laws of the State of Nevada.
On July 12, 2013, the stockholders approved an amendment to change the name of the Company from Punchline Resources Ltd. to Northern Mineral & Exploration Ltd. FINRA approved the name change on August 13, 2013.
Northern Minerals & Exploration Ltd. (the “Company”) is an emerging natural resource company operating in oil and gas production in central Texas and exploration for gold and silver in northern Nevada.
On November 22, 2017, the Company created a wholly owned subsidiary, Kathis Energy LLC (“Kathis”), a duly formed Limited Liability Company formed in the State of Texas, for the purpose of conducting oil and gas drilling programs in Texas.
On December 14, 2017, Kathis Energy, LLC and other Limited Partners, created Kathis Energy Fund 1, LP, a duly formed Limited Partnership formed in the State of Texas, created for the purpose of raising funds from investors for its drilling projects. There has been no activity with Kathis Energy.
On May 7, 2018, the Company created a wholly owned subsidiary, ENMEX Operations LLC (“ENMEX”), a duly formed Limited Liability Company in the State of Quintana Roo, Mexico for the purpose of conducting business in Mexico in prospective real estate development projects. There has been no activity from inception to date.
Current Business
Refer to NOTE 4 for property information.
Oil & Gas Sector
Competition
The petroleum industry is highly competitive. Many of the oil and gas exploration companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of properties of merit and on exploration. In addition, they may be able to afford greater geological expertise in the targeting and exploration of resource properties. This competition could result in our competitors having resource properties of greater quality and interest to prospective investors who may finance additional exploration, and to senior exploration companies that may purchase resource properties or enter into joint venture agreements with junior exploration companies. This competition could adversely impact our ability to finance property acquisitions and further exploration.
We compete with other exploration and early stage operating companies for financing from a limited number of investors prepared to make investments in junior companies exploring for conventional and unconventional oil and gas resources. The presence of competing oil and gas exploration companies, both major and independent, may impact our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the properties under investigation, and the price of the investment offered to investors.
Governmental Regulation
Our business is affected by numerous laws and regulations, including energy, environmental, conservation, tax and other laws and regulations relating to the oil and natural gas industry. We have developed internal procedures and policies to ensure that our operations are conducted in full and substantial environmental regulatory compliance.
Failure to comply with any laws and regulations may result in the assessment of administrative, civil and/or criminal penalties, the imposition of injunctive relief or both. Moreover, changes in any of these laws and regulations could have a material adverse effect on business. In view of the many uncertainties with respect to current and future laws and regulations, including their applicability to us, we cannot predict the overall effect of such laws and regulations on our future operations.
We believe that our operations comply in all material respects with applicable laws and regulations and that the existence and enforcement of such laws and regulations have no more restrictive an effect on our operations than on other similar companies in the oil and natural gas industry.
Pricing and Marketing of Natural Gas
In the US, historically, the sale of natural gas in interstate commerce has been regulated pursuant to the Natural Gas Act of 1938, or the NGA, the Natural Gas Policy Act of 1978, or the NGPA, and regulations promulgated thereunder by the Federal Energy Regulatory Commission, or the FERC. In 1989, Congress enacted the Natural Gas Wellhead Decontrol Act, or the Decontrol Act. The Decontrol Act removed all NGA and NGPA price and non-price controls affecting wellhead sales of natural gas effective January 1, 1993 and sales by producers of natural gas are uncontrolled and can be made at market prices. The natural gas industry historically has been heavily regulated and from time to time proposals are introduced by Congress and the FERC and judicial decisions are rendered that impact the conduct of business in the natural gas industry. We cannot assure you that the less stringent regulatory approach recently pursued by the FERC and Congress will continue.
Pricing and Marketing of Oil
In the US, sales of crude oil, condensate and natural gas liquids are not regulated and are made at negotiated prices. Effective January 1, 1995, the FERC implemented regulations establishing an indexing system for transportation rates for oil that allowed for an increase in the cost of transporting oil to the purchaser.
Environmental
Like the oil and natural gas industry in general, our properties are subject to extensive and changing federal, state and local laws and regulations designed to protect and preserve natural resources and the environment. The recent trend in environmental legislation and regulation in the oil and natural gas industry is generally toward stricter standards, and this trend is likely to continue. These laws and regulations often require a permit or other authorization before construction or drilling commences and for certain other activities; limit or prohibit access, especially in wilderness areas with endangered or threatened plant or animal species; impose restrictions on construction, drilling and other exploration and production activities; regulate air emissions, wastewater and other production and waste streams from our operations; impose substantial liabilities for pollution that may result from our operations; and require the reclamation of certain lands.
The permits required for many of our operations are subject to revocation, modification and renewal by issuing authorities. Governmental authorities have the power to enforce compliance with their regulations, and violations are subject to fines, compliance orders, and other enforcement actions. We are not aware of any material noncompliance with current applicable environmental laws and regulations, and we have no material commitments for capital expenditures to comply with existing environmental requirements, however, given the complex regulatory requirements applicable to our operations, and the rapidly changing nature of environmental laws in our industry, we cannot predict our future exposure concerning such matters, and our future costs to achieve compliance, or remedy potential violations, could be significant. Our operations require permits and are regulated under environmental laws, and current or future noncompliance with such laws, as well as changes to existing laws or interpretations thereof, could have a significant impact on us, as well as the oil and natural gas industry in general.
Waste Disposal and Contamination Issues
The federal Comprehensive Environmental Response, Compensation and Liability Act and comparable state laws may impose strict and joint and several liability on owners and operators of contaminated sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. Under these and other laws, the government, neighboring landowners and other third parties may recover the costs of responding to soil and groundwater contamination and threatened releases of hazardous substances, and seek recovery for related natural resources damages, personal injury and property damage. Some of our properties have been used for exploration and production activities for a number of years by third parties, and such properties could result in unknown cleanup liabilities for us.
The federal Resource Conservation and Recovery Act (the "RCRA") and comparable state statutes govern the management, storage, treatment and disposal of solid waste and hazardous waste and authorize imposition of substantial fines and penalties for noncompliance. Although RCRA classifies certain oil field wastes as "non-hazardous" (for example, the waters produced from hydraulic fracturing operations), such wastes could be reclassified as hazardous wastes in the future, thereby making them subject to more stringent handling and disposal requirements which could have a material impact on us.
Water Regulation
The federal Clean Water Act (the "CWA"), the federal Safe Drinking Water Act (the "SWDA") and analogous state laws restrict the discharge of wastewater and other pollutants into surface waters or underground wells and the construction of facilities in wetland areas without a permit. Federal regulations also require certain owners or operators of facilities that store or otherwise handle oil, such as us, to prepare and implement spill prevention, control countermeasure and response plans relating to the possible discharge of oil into surface waters. In addition, the Oil Pollution Act (the "OPA") contains numerous requirements relating to the prevention of and response to oil spills into waters of the United States. For onshore and offshore facilities that may affect waters of the United States, the OPA requires an operator to demonstrate financial responsibility. Regulations are currently being developed or considered under federal and state laws concerning oil pollution prevention and other matters that may impose additional regulatory burdens on us.
These and similar state laws also govern the management and disposal of produced waters from the extraction process. Currently, wastewater associated with oil and natural gas production is prohibited from being directly discharged to waterways and other waters of the U.S. While some of the wastewater is reused or re-injected, a significant amount still requires proper disposal. As a result, some wastewater is transported to third-party treatment plants.
Air Emissions and Climate Change
The federal Clean Air Act ("CAA") imposes permit requirements and operational restrictions on certain sources of emissions used in our operations. In July 2011, the EPA published proposed New Source Performance Standards ("NSPS") and National Emissions Standards for Hazardous Air Pollutants ("NESHAPs") that would, if adopted, amend existing NSPS and NESHAP standards for oil and natural gas facilities and create new NSPS standards for oil and natural gas production, transmission and distribution facilities. Importantly, these standards would include standards for hydraulically fractured wells. The standards would apply to newly drilled and fractured wells as well as existing wells that are refractured. A court has directed the EPA to issue final rules by April 1, 2012. In a report issued in late 2011, the Shale Gas Production Subcommittee of the Department of Energy (the "DOE Shale Gas Subcommittee") called on the EPA to complete the rulemaking quickly and recommended expanding the shale gas emission sources to be covered by the new rules. The DOE Shale Gas Subcommittee also encouraged states to take similar action, and included several other recommendations for studying and reducing air emissions from shale gas production activities. Because the EPA's regulations have not yet been finalized, we cannot at this time predict the impact they may have on our financial condition or results of operation.
The issue of climate change has received increasing regulatory attention in recent years. The EPA has issued regulations governing carbon dioxide, methane and other greenhouse gas ("GHG") emissions citing its authority under the CAA Several of these regulations have been challenged in litigation that is currently pending before the federal D.C. Circuit Court of Appeals. In December 2011, the EPA issued amendments to a final rule issued in 2010 requiring reporting of GHG emissions from the oil and natural gas industry. Under this rule, we are obligated to report to the EPA certain GHG emissions from our operations. We do not expect that the costs of this new reporting will be material to us. In a late 2011 report, the DOE Shale Gas Subcommittee recommended that the EPA expand reporting requirements for GHG emissions from shale gas emission sources and include methane in reporting requirements. More generally, several proposals to regulate GHG emissions have been proposed in the U.S. Congress, and various states have taken steps to regulate GHG emissions. The adoption and implementation of regulations or legislation imposing restrictions or other regulatory obligations on emissions of GHGs from oil and natural gas operations could require us to obtain permits or allowances for our GHG emissions, install new pollution controls, increase our operational costs, limit our operations or adversely affect demand for the oil and natural gas produced from our lands.
Research and Development Expenditures
We have not incurred any research and development expenditures over the past two fiscal years.
Employees
As of July 31, 2026, we do not have any employees. Our two officers, Noel Schaefer and Rachel Boulds act as consultants.
We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 1C. CYBERSECURITY
Cyber Risk Management and Strategy
Under the oversight of the Board of Directors, since we do
ITEM 2. PROPERTIES
Our principal executive offices are located at 1267 N 680 W, Pleasant Grove, UT.
ITEM 3. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
The Company's common stock is quoted on the OTC Pink Open Market, operated by OTC Markets Group Inc., under the trading symbol “NMEX.”
The OTC Pink Open Market is an over-the-counter securities market and is not a national securities exchange. Trading in the Company's common stock may be limited, and there can be no assurance that an active or liquid trading market will develop or be sustained. The limited trading market may result in significant fluctuations in the market price of the Company's common stock and may adversely affect stockholders' ability to sell their shares at desired prices.
Our shares are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the “penny stock” rule. The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of shareholders to sell their shares. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors must make a special suitability determination for the purchase of the security. Accredited investors, in general, include individuals with assets in excess of $1,000,000 (not including their personal residence) or annual income exceeding $200,000 or $300,000 together with their spouse, and certain institutional investors. The rules require the broker-dealer to receive the purchaser’s written consent to the transaction prior to the purchase and require the broker-dealer to deliver a risk disclosure document relating to the penny stock prior to the first transaction. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent to customers disclosing recent price information for the penny stocks.
On October 19, 2026, there were 142 holders of record of our common stock, although there may be other persons who are beneficial owners of our common stock held in street name. The transfer agent and registrar for our common stock is Equiniti Trust Company LLC, Mendota Heights MN 55120, Ph:919-744-2722.
Dividend Policy
We have never paid any cash dividends and intend, for the foreseeable future, to retain any future earnings for the development of our business. Our Board of Directors will determine our future dividend policy on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities.
RECENT ISSUANCES OF UNREGISTERED SECURITIES
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.
On January 7, 2026, the Company granted 50,000 shares of common stock to a third party for services. The shares were valued at $0.174, the closing price on the date of grant, for total non-cash expense of $8,700.
On January 7, 2026, the Company granted 50,000 shares of common stock to a different third party for services. The shares were valued at $0.174, the closing price on the date of grant, for total non-cash expense of $8,700.
On January 7, 2026, the Company granted 50,000 shares of common stock to Ms. Boulds, CFO, for services. The shares were valued at $0.174, the closing price on the date of grant, for total non-cash expense of $8,700.
On January 7, 2026, the Company granted 100,000 shares of common stock to Berhane Tewolde, Director, for services. The shares were valued at $0.174, the closing price on the date of grant, for total non-cash expense of $17,400.
On May 29, 2026, the Company granted 25,000 shares of common stock to a third party for legal services. The shares were valued at $0.0641, the closing price on the date of grant, for total non-cash expense of $1,603.
On May 29, 2026, Mr. Miranda converted $402,000 and $12,942 of principal and interest into 8,298,833, pursuant to the terms of the LOC.
Pursuant to the agreement to acquire a leasehold interest, the Company issued 216,660 shares of the Company’s common stock. The shares were valued at $18,394 based on the closing market price of $0.0849 per share on June 2, 2026.
The foregoing transactions qualify for exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions not involving a public offering. Other than the transactions described above and any transactions previously reported in the Company's Forms 10-Q or Forms 8-K, the Company did not issue additional unregistered securities during the fiscal year ended July 31, 2026.
ISSUER REPURCHASES OF EQUITY SECURITIES
None
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations for the Years Ended July 31, 2026 and 2025
Revenue and Cost of Revenue
For the year ended July 31, 2026, we recognized $30,600 of revenue and $37,909 of expense for a negative gross margin of ($7,309). For the year ended July 31, 2025, we recognized $8,634 of revenue and $8,370 of expense for a gross margin of $264. During the fourth quarter of the prior year the Company recognized its first revenues from the sale of oil and natural gas from its investment in Lost Creek Acquisitions LLC (Note 4).
Officer compensation
Officer compensation was $39,000 and $27,600 for the years ended July 31, 2026 and 2025, respectively, an increase of $11,400 or 41.3%. Officer’s compensation is paid to our CFO and has increased in the current year. In addition, we issued 50,000 shares of common stock to our CFO in the current year for total non-cash compensation of $8,700, which is included in the total expense of $39,000.
Director compensation
Director compensation was $17,400 and $0 for the years ended July 31, 2026 and 2025, respectively, On January 7, 2026, the Company granted 100,000 shares of common stock to Berhane Tewolde, Director, for services. The shares were valued at $0.174, the closing price on the date of grant, for total non-cash expense of $17,400.
Consulting – related party
Consulting – related party services were $72,000 and $75,450 for the years ended July 31, 2026 and 2025, respectively, a decrease of $3,450 or 4.5%. Fees are paid to Noel Schaefer, CEO & Director, but are billed as consulting fees. For the year ended July 31, 2025 we paid an additional $3,450 to our former CEO for consulting fees.
Professional fees
Professional fees were $100,526 and $81,770 for the years ended July 31, 2026 and 2025, respectively, an increase of $18,756, or 22.9%. Professional fees generally consist of legal and audit expenses. In the current year our audit and legal fees increased $11,000 and $7,756.
General and administrative
General and administrative expenses were $59,131 and $50,758 for the years ended July 31, 2026 and 2025, respectively, an increase of $8,373 or 16.5%. The increase in the current year is due to increased transfer agent fees related to the filing of the Company’s DEF 14A.
Other income / expenses
During the year ended July 31, 2026, we incurred $17,433 of interest expense, a loss for impairment of our oil and gas properties of $151,456 and an unrealized loss for the value of our Bitcoin asset of $10,663.
During the year ended July 31, 2025, we incurred $12,254 of interest expense, a loss for impairment of our oil and gas properties of $140,744 and we recognized a $4,700 gain on extinguishment of debt.
Net Loss
For the year ended July 31, 2026, we had a net loss of $474,918 compared to $383,612 for year ended July 31, 2025. The increase to our net loss of $91,306 is due to the increased expenses discussed above.
Liquidity and Financial Condition
Operating Activities
Cash used by operating activities was $283,432 for the year ended July 31, 2026, compared to cash used for operating activities of $176,580 for the year ended July 31, 2025.
Investing Activities
During the year ended July 31, 2026, the Company used $42,139 for the purchase of Bitcoin to be held as a long-term asset. During the year ended July 31, 2025, the Company used $25,000 for the purchase of oil and gas rights.
Financing Activities
Net cash provided by financing activities was $332,000 for the year ended July 31, 2026 compared to $152,500 for the year ended July 31, 2025. During the year ended July 31, 2026, we received $332,000 from a related party pursuant to the terms of the LOC with Mr. Miranda. During the year ended July 31, 2025, we received $35,000 from the sale of common stock from a related party, $135,000 of loans from a related party, $12,500 from a third party and we repaid $30,000 of a note payable.
We had the following loans outstanding as of July 31, 2026:
On April 16, 2017, the Company executed a promissory note for $15,000 with a third party. The note matures in two years and interest is set at $3,000 for the full two years. As of July 31, 2026, there was $15,000 and 12,375 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.
As of July 31, 2026, the Company owes a third party $23,500. The loan is unsecured, non-interest bearing and due on demand.
On May 26, 2026, the Company and Golden Sands executed an amended agreement extending the repayment terms through June 1, 2027, and increasing the annual interest rate to 8%, effective June 1, 2026. Under the amended agreement, the Company agreed to pay $1,275 of previously accrued interest by June 1, 2026, followed by principal payments of $20,000 on each of August 15, 2026, December 1, 2026, and March 1, 2027, with the remaining $25,000 due June 1, 2027. Accrued interest is payable with each principal installment. The Company may prepay the obligation at any time without penalty. All other terms of the original agreement remain in effect. As of July 31, 2026, there is $85,000 and $1,134 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 on January 31, 2027. As of July 31, 2026, there is $65,000 and $331 of principal and accrued interest, respectively, due on the LOC.
Liquidity and Capital Resources
As of July 31, 2026, the Company had cash of $10,488, current assets of $52,821, and current liabilities of $304,124, resulting in a working capital deficit of $251,303. The Company had an accumulated deficit of $4,396,713 and incurred a net loss of $474,918 during the year ended July 31, 2026. Net cash used in operating activities was $283,432 for the year ended July 31, 2026, compared to $176,580 for the year ended July 31, 2025.
The Company has historically financed its operations primarily through related-party borrowings and the issuance of equity securities. During the year ended July 31, 2026, the Company received $332,000 in proceeds from related-party financing arrangements.
The Company's existing cash resources and operating cash flows are insufficient to meet its anticipated operating expenses and contractual obligations over the next twelve months. Management intends to seek additional financing through equity issuances, debt arrangements, and other available sources of capital while continuing to generate revenue from its oil and gas production activities and managing operating expenditures.
There can be no assurance that the Company will obtain additional financing on acceptable terms, or at all, or that its operating activities will generate sufficient cash flows to fund ongoing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans have not alleviated this substantial doubt.
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 Estimates
The preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Certain accounting estimates require significant judgment and are subject to uncertainties that could result in materially different financial results if underlying assumptions or conditions change.
Management believes the following accounting estimates are particularly relevant to our financial condition and results of operations.
Impairment of Oil and Gas Properties
We account for our oil and gas properties using the successful efforts method of accounting. We evaluate our proved oil and gas properties for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. These evaluations require management to make estimates regarding future production volumes, commodity prices, operating costs, remaining economic lives, and expected future cash flows.
The recoverability of our oil and gas properties is affected by fluctuations in oil and natural gas prices, changes in estimated reserves, production performance, and operating expenses. Changes in these assumptions could materially affect the estimated recoverability and fair value of our properties and result in additional impairment charges.
During the years ended July 31, 2026 and 2025, we recognized impairment losses of $151,456 and $140,744, respectively, reducing the carrying value of our oil and gas properties to zero as of July 31, 2026. Although these properties continue to produce oil and natural gas and generate revenue, management determined that their carrying values were not recoverable based on the impairment assessments performed.
Because the properties have been fully impaired, subsequent improvements in commodity prices, production levels, or operating profitability will not result in the reversal of previously recognized impairment losses under U.S. GAAP.
Other Accounting Estimates
Management also makes estimates related to the valuation of stock-based compensation, expected credit losses on accounts receivable, and asset retirement obligations, when applicable. These estimates are based on available information and assumptions considered reasonable under the circumstances. Actual results could differ from those estimates.
Our significant accounting policies are described in Note 2 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Smaller reporting companies are not required to provide the information required by this Item.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NORTHERN MINERALS & EXPLORATION LTD.
CONSOLIDATED FINANCIAL STATEMENTS
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Report of Independent Registered Public Accounting Firm |
F-1 |
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Consolidated Balance Sheets as of July 31, 2026 and 2025 |
F-2 |
|
Consolidated Statements of Operations for the Years ended July 31, 2026 and 2025 |
F-3 |
|
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years ended July 31, 2026 and 2025 |
F-4 |
|
Consolidated Statements of Cash Flows for the Years ended July 31, 2026 and 2025 |
F-5 |
|
Notes to Consolidated Financial Statements |
F-6 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Northern Minerals & Exploration, LTD
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Northern Minerals & Exploration, LTD (the Company) as of July 31, 2026 and 2025, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended July 31, 2026, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended July 31, 2026, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
|
/s/ |
|
|
We have served as the Company’s auditor since 2020. |
|
|
|
|
|
November 3, 2026
PCAOB # |
|
NORTHERN MINERALS & EXPLORATION LTD.
CONSOLIDATED BALANCE SHEETS
|
July 31, |
July 31, |
|||||||
|
2026 |
2025 |
|||||||
|
ASSETS |
||||||||
|
Current Assets: |
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|
Cash |
$ | $ | ||||||
|
Accounts receivable |
||||||||
|
Prepaid for acquisition |
||||||||
|
Total Current Assets |
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|
Other Assets: |
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|
Oil and gas properties |
||||||||
|
Crypto assets |
||||||||
|
Total other assets |
||||||||
|
TOTAL ASSETS |
$ | $ | ||||||
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
||||||||
|
Current Liabilities: |
||||||||
|
Accounts payable |
$ | $ | ||||||
|
Accounts payable – related party |
||||||||
|
Accrued liabilities |
||||||||
|
Loan payable – related party |
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|
Loans payable - current |
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|
Total Current Liabilities |
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|
Long Term Liabilities: |
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|
Other payables |
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|
Accounts payable – related party |
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|
Loan payable – related party |
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|
Loan payable – long term |
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|
TOTAL LIABILITIES |
||||||||
|
Commitments and Contingencies |
|
|
||||||
|
Stockholders’ Deficit: |
||||||||
|
Preferred stock, $ |
||||||||
|
Common stock, $ |
||||||||
|
Common stock to be issued |
||||||||
|
Additional paid-in-capital |
||||||||
|
Accumulated deficit |
( |
) | ( |
) | ||||
|
Total Stockholders’ Deficit |
( |
) | ( |
) | ||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
NORTHERN MINERALS & EXPLORATION LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
|
For the Years Ended |
||||||||
|
2026 |
2025 |
|||||||
|
Revenue |
$ | $ | ||||||
|
Cost of revenue |
( |
) | ( |
) | ||||
|
Gross margin |
$ | ( |
) | $ | ||||
|
Operating expenses: |
||||||||
|
Officer compensation |
$ | $ | ||||||
|
Director compensation |
||||||||
|
Consulting – related party |
||||||||
|
Professional fees |
||||||||
|
General and administrative expenses |
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|
Total operating expenses |
||||||||
|
Loss from operations |
( |
) | ( |
) | ||||
|
Other expense: |
||||||||
|
Interest expense |
( |
) | ( |
) | ||||
|
Impairment expense |
( |
) | ( |
) | ||||
|
Gain on extinguishment of debt |
||||||||
|
Unrealized loss |
( |
) | ||||||
|
Total other expense |
( |
) | ( |
) | ||||
|
Loss before provision for income taxes |
( |
) | ( |
) | ||||
|
Provision for income taxes |
— | |||||||
|
Net Loss |
$ | ( |
) | $ | ( |
) | ||
|
Net loss per share, basic and diluted |
$ | ( |
) | $ | ( |
) | ||
|
Weighted average number of common shares outstanding, basic and diluted |
||||||||
The accompanying notes are an integral part of these consolidated financial statements.
NORTHERN MINERALS & EXPLORATION LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED JULY 31, 2026 AND 2025
|
Common |
Common Stock |
Additional Paid-in |
Common Stock To |
Accumulated |
Total Stockholders’ |
|||||||||||||||||||
|
Stock |
Amount |
Capital |
be Issued |
Deficit |
Deficit |
|||||||||||||||||||
|
Balance, July 31, 2024 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
|
Common stock issued for services |
||||||||||||||||||||||||
|
Common stock issued for cash – related party |
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|
Common stock issued for oil and gas rights |
||||||||||||||||||||||||
|
Common stock issued for debt settlement |
||||||||||||||||||||||||
|
Net loss |
— | ( |
) | ( |
) | |||||||||||||||||||
|
Balance, July 31, 2025 |
( |
) | ( |
) | ||||||||||||||||||||
|
Common stock issued for oil and gas rights |
( |
) | ||||||||||||||||||||||
|
Common stock issued for services – related party |
||||||||||||||||||||||||
|
Common stock issued for services |
||||||||||||||||||||||||
|
Common stock issued for prepaid of acquisition and services |
||||||||||||||||||||||||
|
Common stock issued for debt |
— | |||||||||||||||||||||||
|
Net loss |
— | ( |
) | ( |
) | |||||||||||||||||||
|
Balance, July 31, 2026 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
NORTHERN MINERALS & EXPLORATION LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
For the Years Ended |
||||||||
|
2026 |
2025 |
|||||||
|
Cash Flows from Operating Activities: |
||||||||
|
Net loss |
$ | ( |
) |
$ | ( |
) | ||
|
Adjustments to reconcile net loss to net cash used in Operating activities: |
||||||||
|
Common stock issued for services |
||||||||
|
Common stock issued for services – related party |
||||||||
|
Gain on extinguishment of debt |
( |
) | ||||||
|
Impairment expense |
||||||||
|
Unrealized loss |
||||||||
|
Changes in Operating Assets and Liabilities: |
||||||||
|
Accounts receivable |
( |
) | ( |
) | ||||
|
Accounts payable |
( |
) | ||||||
|
Accounts payable – related party |
( |
) | ||||||
|
Accrued liabilities |
||||||||
|
Net cash used in operating activities |
( |
) | ( |
) | ||||
|
Cash Flows from Investing Activities: |
||||||||
|
Purchase of Bitcoin |
( |
) | ||||||
|
Purchase of oil and gas rights |
( |
) | ||||||
|
Net cash used by investing activities |
( |
) | ( |
) | ||||
|
Cash Flows from Financing Activities: |
||||||||
|
Proceeds from note payable – related party |
||||||||
|
Proceeds from sale of common stock – related party |
||||||||
|
Repayment of note payable |
— | ( |
) | |||||
|
Proceeds from loan payable |
— | |||||||
|
Net cash provided by financing activities |
||||||||
|
Net change in cash |
( |
) | ||||||
|
Cash at beginning of the year |
||||||||
|
Cash at end of the year |
$ | $ | ||||||
|
Cash paid during the period for: |
||||||||
|
Interest |
$ | $ | ||||||
|
Taxes |
$ | $ | ||||||
|
Non-cash investing and financing activities: |
||||||||
|
Common stock issued to oil and gas rights |
$ | $ | ||||||
|
Common stock issued for debt settlement |
$ | $ | ||||||
|
Common stock issued for prepaid for acquisition |
$ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
Northern Minerals & Exploration Ltd.
Notes to Consolidated Financial Statements
July 31, 2026
NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS
Northern Minerals & Exploration Ltd. (the “Company”) is a natural resource company operating in oil and gas production in central Texas and Oklahoma and exploration for gold and silver in northern Nevada.
The Company was incorporated in Nevada on December 11, 2006 under the name Punchline Entertainment, Inc. On August 22, 2012, the Company’s board of directors approved an agreement and plan of merger to effect a name change of the Company from Punchline Entertainment, Inc. to Punchline Resources Ltd. On July 12, 2013, the stockholders approved an amendment to change the name of the Company from Punchline Resources Ltd. to Northern Minerals & Exploration Ltd. FINRA approved the name change on August 13, 2013.
On November 22, 2017, the Company created a wholly owned subsidiary, Kathis Energy LLC (Kathis”) for the purpose of conducting oil and gas drilling programs in Texas.
On December 14, 2017, Kathis Energy, LLC and other Limited Partners, created Kathis Energy Fund 1, LP, a limited partnership created for raising investor funds.
On May 7, 2018, the Company created ENMEX LLC, a wholly owned subsidiary in Mexico, for the purposes of managing and operating its investments in Mexico including but not limited to the Joint Venture opportunity being negotiated with Pemer Bacalar on the 61 acres on the Bacalar Lagoon on the Yucatan Peninsula. There was no activity from inception to date.
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Cash and Cash Equivalents
The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturity for the instruments held. The Company had cash equivalents as of July 31, 2026 and 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, LP and Enmex Operations LLC. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.
Mineral Property Acquisition and Exploration Costs
Mineral property acquisition and exploration costs are expensed as incurred until such time as economic reserves are quantified. Cost of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. We have chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once our company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized over the estimated life of the probable-proven reserves. When our company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value.
Oil and Gas Properties
The Company follows the successful efforts method of accounting for its oil and gas properties. Under this method of accounting, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense. The costs of development wells are capitalized whether those wells are successful or unsuccessful. Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts. Depletion and amortization of oil and gas properties are computed on a well-by-well basis using the units-of-production method.
Unproved property costs are not subject to amortization and consist primarily of leasehold costs related to unproved areas. Unproved property costs are transferred to proved properties if the properties are subsequently determined to be productive and are assigned proved reserves. Proceeds from sales of partial interest in unproved leases are accounted for as a recovery of cost without recognizing any gain until all cost is recovered. Unproved properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks or future plans to develop acreage.
Asset Retirement Obligation
Accounting Standards Codification (“ASC”) Topic 410, Asset Retirement and Environmental Obligations (“ASC 410”) requires an entity to recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred. The net estimated costs are discounted to present values using credit-adjusted, risk-free rate over the estimated economic life of the oil and gas properties. Such costs are capitalized as part of the related asset. The asset is depleted on the equivalent unit-of-production method based upon estimates of proved oil and natural gas reserves. The liability is periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense and (4) revisions to estimated future cash flow requirements.
Digital Assets
The Company holds Bitcoin as a digital asset for investment purposes. The Company accounts for its Bitcoin in accordance with ASC 350, Intangibles—Goodwill and Other, as amended by ASU 2023-08, Accounting for and Disclosure of Crypto Assets. Under this guidance, Bitcoin is measured at fair value at each reporting date, with changes in fair value recognized in earnings. The fair value of Bitcoin is determined using quoted prices in active markets for identical assets, representing Level 1 inputs under ASC 820, Fair Value Measurement. Gains and losses resulting from changes in fair value are recognized in other income (expense) in the consolidated statements of operations.
The Company's Bitcoin holdings are classified as noncurrent crypto assets on the consolidated balance sheets based on management's intent to hold the assets for long-term investment purposes. Purchases and sales of Bitcoin held for investment purposes are classified as investing activities in the consolidated statements of cash flows.
Fair Value of Financial Instruments
The fair value is an exit price representing the amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants. As such, fair value of a financial instrument is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or a liability.
A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:
● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
● Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
● Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participants assumptions that are reasonably available.
The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, accounts payable, accrued expenses and loans payable approximate their fair value because of the short maturity of those instruments.
The following table classifies the Company’s assets measured at fair value on a recurring basis into the fair value hierarchy as of:
July 31, 2026
|
Description |
Level 1 |
Level 2 |
Level 3 |
|||||||||
|
Bitcoin |
$ | $ | $ | |||||||||
|
Total |
$ | $ | $ | |||||||||
Basic and Diluted Earnings Per Share
The Company computes net income (loss) per common share in accordance with ASC 260, Earnings Per Share. Basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.
For the years ended July 31, 2026 and 2025, the Company had
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
The Company's revenues are primarily derived from the production and sale of oil and natural gas. Revenue from oil and natural gas sales is recognized at the point in time when control of the product transfers to the purchaser, generally upon delivery to the purchaser or designated delivery point, in accordance with the terms of the applicable sales agreements. At that time, the Company's performance obligation is satisfied, and the Company has an enforceable right to payment.
The transaction price is generally based on market prices for oil and natural gas, adjusted for applicable contractual pricing provisions, quality differentials, and other adjustments. Revenue is recorded based on the Company's proportionate ownership interest in the production sold, net of amounts attributable to other working interest or royalty owners, as applicable.
The Company evaluates its sales arrangements to determine whether it acts as a principal or an agent in accordance with ASC 606. Revenue is presented on a gross basis when the Company controls the product before it is transferred to the customer and on a net basis when the Company acts solely as an agent.
Accounts receivable arising from oil and natural gas sales are generally due within customary industry payment terms. The Company evaluates its receivables for expected credit losses in accordance with ASC 326, Financial Instruments—Credit Losses.
The Company does not generally have significant contract assets, contract liabilities, or material unsatisfied performance obligations associated with its oil and natural gas sales arrangements.
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 July 31, 2026 and 2025, the Company has recorded $
Allowance for Credit Losses
The Company estimates its allowance for credit losses using the Current Expected Credit Loss (CECL) model under ASC 326. The CECL model requires recognition of expected credit losses over the contractual life of financial assets held at the reporting date, considering the nature of debt, industry expectations, current conditions, and reasonable and supportable forecasts.
Financial assets subject to CECL include trade receivables. The Company groups financial assets based on shared risk characteristics and evaluates them collectively. The allowance is measured using a combination of historical activity, industry expectations, adjusted for current economic trends and forward-looking factors such as industry outlook and macroeconomic indicators (e.g., unemployment rate, GDP).
Under CECL, the carrying amount of a financial asset (net of the allowance for credit losses) represents the amount the Company expects to collect. This means that when the CECL estimate is appropriately recorded, the net reported balance of financial assets reflects management’s best estimate of collectible cash flows, based on available and supportable information.
Management reviews the adequacy of the allowance at each reporting period and updates estimates as appropriate. Changes in estimates are recorded in the income statement as a component of credit loss expense. As of July 31, 2026, there was no indication that the Company required an allowance for credit losses.
Operating Segments
Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance. Our chief operating decision–making group is composed of the Chief Executive Officer. The Company has operating segment as of July 31, 2026 and 2025.
Recently issued accounting pronouncements
Management has evaluated other recently issued accounting pronouncements that are not yet effective and believes that their adoption is not expected to have a material impact on the Company's financial position, results of operations, or cash flows. 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate the continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business.
For the year ended July 31, 2026, the Company incurred a net loss of $
Management intends to address these conditions by seeking additional financing through the issuance of equity securities, debt financing arrangements, and other available sources of capital. The Company also intends to continue generating revenue from its existing oil and gas production activities while managing operating expenditures and pursuing opportunities to improve its financial position. However, there can be no assurance that the Company will be successful in obtaining sufficient additional financing or generating adequate cash flows from operations to meet its obligations as they become due.
Management's plans have not alleviated the substantial doubt regarding the Company's ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments to the carrying amounts or classification of assets and liabilities that might be necessary if the Company is unable to continue operations.
NOTE 4 — OIL AND GAS PROPERTY
On April 11, 2025, the Company and Lost Creek Acquisitions, LLC entered into a Purchase Agreement, whereby the Company purchased the rights to the Phase I Wells. The purchase price was $
During the years ended July 31, 2026 and 2025, the Company evaluated its oil and gas properties for impairment in accordance with ASC 360, Property, Plant, and Equipment. Based on updated reserve estimates and management's assessment of the recoverability of the properties, the Company recognized impairment losses of $
Although the properties continue to produce oil and natural gas and generate revenue, management determined that the properties had no remaining carrying value based on its impairment assessment. The Company expects the properties to continue generating revenue from ongoing production activities. Any future revenues and related operating expenses will be recognized in the periods in which they are earned or incurred.
On June 2, 2026, the Company entered into a Memorandum of Understanding with R.A. Miller Energy, Inc. ("RAM") regarding the acquisition of a 5.4165 net mineral acre leasehold interest located in Sections 27 and 34, Township 2 North, Range 3 West, and Section 3, Township 1 North, Range 3 West, Garvin County, Oklahoma, associated with the proposed Bosworth 0203 1H-27X well.
Pursuant to the agreement, the Company agreed to acquire the leasehold interest for total consideration of $
NOTE 5 — SUPPLEMENTAL OIL AND GAS INFORMATION
The Company provides supplemental oil and gas information in accordance with ASC 932, Extractive Activities—Oil and Gas.
As of July 31, 2026, the Company's oil and gas properties had a carrying value of $
Notwithstanding the absence of reported proved reserves, the Company's wells remain operational and continue to produce oil and natural gas. The Company expects to continue recognizing revenue from production activities as oil and natural gas are sold. Future production and revenues will depend on actual well performance, commodity prices, and operating conditions.
The standardized measure and PV-10 values presented are not intended to represent the fair value of the Company’s reserves.
Standardized Measure of Discounted Future Net Cash Flows
The standardized measure of discounted future net cash flows relating to the Company’s proved reserves as of July 31, 2025 is presented below. The estimates are based on the 12-month average of the first-day-of-the-month prices for oil and natural gas, held constant throughout the life of the properties, and current cost estimates as of each year-end. The future net cash flows are discounted at 10 percent per annum as required by GAAP.
|
2025 |
||||
|
Future cash inflows |
$ | |||
|
Future production |
|
|||
|
Future development costs |
$ | |||
|
Future LOE |
$ | |||
|
Future net cash flows (undiscounted) |
$ | |||
|
10% annual discount |
$ | |||
|
Standardized measure of discounted future net cash flows |
$ | |||
NOTE 6 — CRYPTO ASSETS (BITCOIN)
During January 2026, the Company acquired
The Company determines the fair value of Bitcoin using quoted market prices in active markets for identical assets, which are classified as Level 1 inputs under ASC 820, Fair Value Measurement.
As of July 31, 2026, the Company held
The following table summarizes the changes in the carrying value of the Company's Bitcoin holdings during the year ended July 31, 2026:
|
Description |
Amount |
|||
|
Balance, July 31, 2025 |
$ | |||
|
Purchases of Bitcoin |
||||
|
Unrealized loss from changes in fair value |
( |
) | ||
|
Balance, July 31, 2026 |
$ | |||
As of July 31, 2026, the Company's Bitcoin holdings consisted of the following:
|
Crypto Asset |
Quantity |
Cost Basis |
Fair Value |
|||||||||
|
Bitcoin (BTC) |
$ | $ | ||||||||||
The Company classifies its Bitcoin holdings as noncurrent crypto assets on the consolidated balance sheets, consistent with management's intent to hold the assets for long-term investment purposes. Purchases of Bitcoin held for investment purposes are classified as investing activities in the consolidated statements of cash flows.
The Company is exposed to market price volatility associated with Bitcoin, and changes in market prices may materially affect the carrying value of its crypto assets and its results of operations.
NOTE 7 — LOANS PAYABLE
On April 16, 2017, the Company executed a promissory note for $
During the year ended July 31, 2020, a third party loaned the Company $
As of July 31, 2026 and 2025, the Company owes a third party $
On June 1, 2023, the Company entered into a settlement and promissory note agreement with Golden Sands Exploration Inc. (“Golden Sands”) to settle an outstanding obligation of $
On May 26, 2026, the Company and Golden Sands executed an amended agreement extending the repayment terms through June 1, 2027, and increasing the annual interest rate to
As of July 31, 2026, there is $
NOTE 8 — COMMON STOCK TRANSACTION
On October 18, 2024, the Company granted
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 $
Pursuant to the terms of the Purchase Agreement with Lost Creek Acquisitions, LLC the Company issued
On January 7, 2026, the Company granted
On January 7, 2026, the Company granted
On May 29, 2026, the Company granted
Refer to Notes 9 and 10 for shares issued to related parties.
NOTE 9 — RELATED PARTY NOTE PAYABLE
On January 31, 2025, the Company entered into a convertible secured promissory note with Victor Miranda providing for a line of credit (“LOC”) of up to $
At the lender's option, outstanding principal, accrued interest, and other amounts due may be converted into shares of the Company's common stock at a conversion price of $
The convertible promissory note contains a full-ratchet anti-dilution provision that provides for a downward adjustment to the conversion price if the Company subsequently issues common stock or certain convertible securities at a price below the then-effective conversion price, subject to specified exceptions. During the years ended July 31, 2026 and 2025, the Company did not issue any securities that triggered an adjustment to the conversion price. Accordingly, the conversion price remained at $
On May 29, 2026, Mr. Miranda converted $
NOTE 10 — RELATED PARTY TRANSACTIONS
During the year ending July 31, 2025, Victor Miranda, a former Director, purchased
During the year ending July 31, 2025, Robert Campbell, a former Director, purchased
On March 12, 2025, Robert Campbell resigned as Director and Secretary of the Company.
On April 30, 2025, Victor Miranda resigned as Director of the Company.
For the years ending July 31, 2026 and 2025, total payments of $
On January 7, 2026, the Company granted
On January 7, 2026, the Company granted
NOTE 11— OPERATING SEGMENTS
The Company operates as reportable segment, consisting primarily of oil and natural gas production and mineral exploration activities. The Company determines its operating segments based on the manner in which its Chief Operating Decision Maker (“CODM”) evaluates financial performance and allocates resources. The Company's Chief Executive Officer serves as the CODM.
The CODM reviews the Company's consolidated financial results, including revenues, operating expenses, and net income (loss), to assess performance, monitor operating costs, and make decisions regarding the allocation of resources. The Company uses consolidated net income (loss) as its measure of segment profit or loss.
NOTE 12— INCOME TAX
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of
The provision for Federal income tax consists of the following July 31:
|
2026 |
2025 |
|||||||
|
Federal income tax benefit attributable to: |
||||||||
|
Current Operations |
$ | ( |
) | $ | ( |
) | ||
|
Related party accruals |
( |
) | ||||||
|
Other nondeductible expenses |
||||||||
|
Less: valuation allowance |
||||||||
|
Net provision for Federal income taxes |
$ | $ | ||||||
The cumulative tax effect at the expected rate of
|
2026 |
2025 |
|||||||
|
Deferred tax asset attributable to: |
||||||||
|
Net operating loss carryover |
$ | $ | ||||||
|
Less: valuation allowance |
( |
) |
( |
) |
||||
|
Net deferred tax asset |
$ | $ | ||||||
At July 31, 2026, the Company had net operating loss carry forwards of approximately $
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of July 31, 2026, the Company had no accrued interest or penalties related to uncertain tax positions. The Company is subject to examination by the various taxing authorities beginning with the tax year ended December 31, 2017 (or the tax year ended December 31, 2003 if the Company were to utilize its NOLs).
The reconciliation of the federal statutory income tax rate to the Company's effective income tax rate for the years ended July 31, 2026 and 2025 is as follows:
|
2026 |
2025 |
|||||||
|
Federal statutory income tax rate |
% | % | ||||||
|
Change in valuation allowance and other tax effects |
( |
%) | ( |
%) | ||||
|
Effective income tax rate |
% | % | ||||||
The Company's effective income tax rate differs from the federal statutory rate primarily due to the establishment of a valuation allowance against deferred tax assets arising from operating losses. Management has determined that it is more likely than not that the deferred tax assets will not be realized. Accordingly, the Company recorded no income tax benefit for the years ended July 31, 2026 and 2025.
NOTE 13 — SUBSEQUENT EVENTS
In accordance with ASC 855, Subsequent Events, management evaluated events and transactions occurring after July 31, 2026 through the date the consolidated financial statements were available to be issued. Based on this evaluation, management determined that the following subsequent events occurred that require recognition or disclosure in the consolidated financial statements.
Subsequent to July 31, 2026, Mr. Miranda loaned the Company an additional $
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None
ITEM 9A. CONTROLS AND PROCEDURES
Management’s Report Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. During the fourth quarter of the fiscal year ended July 31, 2026, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation and due to the identified material weaknesses discussed below, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report.
To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Management’s Report on Internal Control over Financial Reporting
Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The management is responsible for establishing and maintaining adequate internal control over our financial reporting. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the Internal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting was not effective as of July 31, 2026.
We are aware of the following material weaknesses in internal control that could adversely affect the Company’s ability to record, process, summarize and report financial data:
|
● |
Due to our size and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely and accurately, and (c) we properly account for complex or unusual transactions |
|
● |
Due to our size and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting. |
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations, which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the fourth quarter of the fiscal year ended July 31, 2026, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
During the fourth quarter ended July 31, 2026, director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.
There was no information required to be disclosed in a Current Report on Form 8-K during the fourth quarter ended July 31, 2026 that was not previously reported.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and
|
Name |
Age |
Position with the Company |
Date Appointed |
|||
|
Noel Schaefer |
71 |
Chief Executive Officer, Director |
July 6, 2018 |
|||
|
Rachel Boulds |
56 |
Chief Financial Officer |
February 7, 2020 |
|||
|
Jose Berhane Tewolde Serrano |
Director, Secretary |
April 30, 2025 |
Noel Schaefer, Director, Chief Executive Officer, has served in a variety of executive and director positions in his 30 plus year career with both domestic and international companies. His emphasis has been with startups by setting up market profiles, developing strategic market placement and refining corporate objectives. Mr. Schaefer has successfully helped to raise funds from both the public and private sectors. He has worked extensively in Far East and Latin America with a particular focus on Mexico. He holds a Bachelor of Science degree from Brigham Young University with an emphasis in Marketing and Finance.
Rachel Boulds, Chief Financial Officer of the Company. Ms. Boulds currently works for the Company on a part-time basis while also operating her sole accounting practice which she has led since 2009 and which provides all aspects of consulting and accounting services to clients, including the preparation of full disclosure financial statements for public companies to comply with GAAP and SEC requirements. Ms. Boulds also currently provides outsourced chief financial officer services for two other companies. From August 2004 through July 2009, she was employed as a Senior Auditor for HJ & Associates, LLC, where she performed audits and reviews of public and private companies, including the preparation of financial statements to comply with GAAP and SEC requirements. From 2003 through 2004, Ms. Boulds was employed as a Senior Auditor at Mohler, Nixon and Williams. From September 2001 through July 2003, Ms. Boulds worked as an ABAS Associate for PriceWaterhouseCoopers. From April 2000 through February 2001, Ms. Boulds was employed as an e-commerce Accountant for the Walt Disney Group’s GO.com. Ms. Boulds earned a B.S. in Accounting from San Jose University in 2001 and is licensed as a CPA in the state of Utah.
Berhane Tewolde, Director, Mr. Tewolde is an international commerce professional and entrepreneur with extensive experience in government, infrastructure, and private-sector development in Mexico and Latin America. He has served as Director within Mexico’s Secretariat of Agriculture, where he led national compliance with international standards and strengthened trade relations with the United States and European Union. Mr. Tewolde has founded and led multiple companies in construction, logistics, and financial consulting, including Grupo Tewolde S.A. de C.V., executing strategic projects in the oil and gas industry and infrastructure developments in Tamaulipas and Veracruz. He has also served as an advisor in high-level political initiatives in Mexico and Guatemala, fostering cross-border cooperation with private industry. Berhane holds a Bachelor’s degree in International Commerce from Tecnológico de Monterrey and brings a proven track record in strategic leadership, industry partnerships, and operational execution.
None of our directors or officers are related to each other. There are no arrangements or understandings with any of our principal stockholders, customers, suppliers, or any other person, pursuant to which any of our directors or executive officers were appointed.
Family Relationships
None of our directors or officers are related to each other. There are no arrangements or understandings with any of our principal stockholders, customers, suppliers, or any other person, pursuant to which any of our directors or executive officers were appointed.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
|
1. |
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); |
|
2. |
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
|
3. |
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
|
4. |
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
|
5. |
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
|
6. |
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Director Independence
We currently act with two directors, Noel Schaefer and Jose Berhane Tewolde Serrano. We have determined that we do not have an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating committee, but our directors and officer act in such capacities. We believe that our directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by our directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
Code of Ethics
The Company has not yet adopted a Code of Ethics.
ITEM 11. EXECUTIVE COMPENSATION
The table below
|
SUMMARY COMPENSATION TABLE |
|||||||||||||||||||||||||||||||||
|
Name |
Year |
Salary |
Bonus |
Stock |
Option |
Non- |
Change in |
All |
Total |
||||||||||||||||||||||||
|
Noel Schaefer |
2026 |
$ |
72,000 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
$ |
72,000 |
||||||||||||||||||||||
|
Chief Executive Officer & Director |
2025 |
$ |
72,000 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
$ |
72,000 |
||||||||||||||||||||||
|
Rachel Boulds |
2026 |
$ |
30,300 |
N/A |
8,700 |
N/A |
N/A |
N/A |
N/A |
$ |
39,000 |
||||||||||||||||||||||
|
Chief Financial Officer |
2025 |
$ |
27,600 |
N/A |
$ |
N/A |
N/A |
N/A |
N/A |
N/A |
$ |
27,600 |
|||||||||||||||||||||
|
Ivan Webb) |
2026 |
$ |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
$ |
N/A |
||||||||||||||||||||||
|
Former Chief Executive Officer & Director |
2025 |
$ |
3,450 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
$ |
3,450 |
||||||||||||||||||||||
|
Noel Schaefer was appointed Chief Executive Officer on October 15, 2025. |
|
Ivan Webb resigned from all positions on October 15, 2025. |
|
Rachel Boulds was appointed Chief Financial Officer on February 7, 2020. |
Other than as set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
Stock Option Grants
We have not granted any stock options to the executive officers since our inception.
Outstanding Equity Awards at Fiscal Year End
For the years ended July 31, 2026 and 2025, no director or executive officer has received compensation from us pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan.
Compensation of Directors
On January 7, 2026, the Company granted 100,000 shares of common stock to Berhane Tewolde, Director, for services. The shares were valued at $0.174, the closing price on the date of grant, for total non-cash expense of $17,400.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of October 19, 2026, information regarding the beneficial ownership of each class of our voting securities by: (i) our officers and directors; (ii) all of our officers and directors as a group; and (iii) each person known by us to beneficially own 5% or more of any class of our outstanding voting securities. Generally, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days.
|
Name and Address of Beneficial Owner |
Title of Class |
Amount and Nature of Beneficial |
Percent of |
||||||
|
Noel Schaefer, Chief Executive Officer, Director |
Common stock |
2,000,000 |
1.66 |
% |
|||||
|
Rachel Boulds, CFO |
Common stock |
200,000 |
0.17 |
% |
|||||
|
Jose Berhane Tewolde Serrano, Director, Secretary |
100,000 |
0.08 |
% |
||||||
|
All officers and directors as a group (3 persons) |
Common stock |
2,300,000 |
1.91 |
% |
|||||
|
Victor Miranda, >5% owner |
Common stock |
30,382,166 |
25.21 |
% |
|||||
|
Labrador Capital SAPI CV (3) |
Common stock |
5,000,000 |
4.15 |
% |
|||||
|
All others as a group (2 persons) |
35,382,166 |
29.36 |
% |
||||||
|
(1) |
Under SEC rules, beneficial ownership includes shares over which the individual or entity has voting or investment power and any shares which the individual or entity has the right to acquire within sixty days. |
|
(2) |
Percentage ownership of common stock is based on 120,029,425 shares of our common stock. |
|
(3) |
Victor Miranda is the president of Labrador Capital SAPI CV which is the holder of 5,000,000 shares of the Company’s common stock. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
During the year ending July 31, 2025, Victor Miranda, a former Director, purchased 300,000 shares of common stock for total proceeds of $15,000.
During the year ending July 31, 2025, Robert Campbell, a former Director, purchased 400,000 shares of common stock for total proceeds of $20,000.
For the years ending July 31, 2026 and 2025, total payments of $84,000 and $66,000, respectively, were made to Noel Schaefer, CEO and Director of the Company, for consulting services. As of July, 2026, there is $20,500 due to Mr. Schaefer. As of July 31, 2025, $32,500 is due to Mr. Schaefer and credited to other payables.
On January 7, 2026, the Company granted 50,000 shares of common stock to Ms. Boulds, CFO, for services. The shares were valued at $0.174, the closing price on the date of grant, for total non-cash expense of $8,700.
On January 7, 2026, the Company granted 100,000 shares of common stock to Berhane Tewolde, Director, for services. The shares were valued at $0.174, the closing price on the date of grant, for total non-cash expense of $17,400.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The aggregate fees billed for the most recently completed fiscal year ended July 31, 2026 and 2025 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
|
Year Ended |
||||||||
|
July 31, 2026 |
July 31, 2025 |
|||||||
|
Audit Fees |
$ | 43,500 | $ | 40,500 | ||||
|
Audit Related Fees |
— | — | ||||||
|
Tax Fees |
— | — | ||||||
|
All Other Fees |
— | — | ||||||
|
Total |
$ | 43,500 | $ | 40,500 | ||||
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
PART IV
ITEM 15. EXHIBITS
|
Exhibit Number |
Exhibit Description |
|
|
31.1 |
||
|
31.2 |
||
|
32 |
||
|
(101) |
Interactive Data File (Form 10-K for the Year Ended July 31, 2026) |
|
|
101.INS |
Inline XBRL Instance Document |
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
|
|
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
|
|
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
|
|
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
|
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
NORTHERN MINERALS & EXPLORATION LTD. |
|
|
(Registrant) |
|
|
Dated: November 3, 2026 |
|
|
/s/ Noel Schaefer |
|
|
Noel Schaefer |
|
|
Chief Executive Officer & Director |
|
|
/s/ Jose Berhane Tewolde Serrano |
|
|
Jose Berhane Tewolde Serrano |
|
|
Director |
|
|
/s/ Rachel Boulds |
|
|
Rachel Boulds |
|
|
Chief Financial Officer |