NMEX Amends 10-K, Removes Officer from Signatures

TL;DR

**NMEX's 10-K/A is a minor administrative fix, but the lack of employees and reliance on consultants in a highly regulated industry screams operational fragility.**

AI Summary

NORTHERN MINERALS & EXPLORATION LTD. (NMEX) filed an Amendment No. 1 to its Form 10-K for the fiscal year ended July 31, 2025, primarily to remove Ivan Webb from all signature pages and file updated certifications from its CEO and CFO. The company, incorporated on December 11, 2006, and operating in oil, gas, and other energy-related production in Oklahoma, reported an aggregate market value of voting and non-voting common equity held by non-affiliates of approximately $1,563,000, based on 102,841,682 non-affiliate shares outstanding at $0.0152 per share as of the last business day of its most recently completed second fiscal quarter. As of November 13, 2025, NMEX had 107,238,932 common shares issued and outstanding. The company has no employees as of July 31, 2025, relying on its three officers, Ivan Webb, Noel Schaefer, and Rachel Boulds, as consultants. NMEX faces significant competition in the petroleum industry from companies with greater financial and technical resources and is subject to extensive governmental and environmental regulations, including those related to water, air emissions, and climate change, which could materially impact its operations and future prospects.

Why It Matters

This 10-K/A filing is significant for investors as it clarifies the official signatories for the annual report, specifically removing Ivan Webb, which could signal internal corporate governance adjustments. While the amendment itself doesn't introduce new financial data, it underscores the company's ongoing compliance with SEC regulations, crucial for maintaining investor confidence in a highly competitive and regulated oil and gas sector. For employees (or rather, consultants in NMEX's case), it highlights the lean operational structure with no direct employees. Customers and the broader market are indirectly affected by the company's ability to navigate stringent environmental and energy regulations, which could impact its operational stability and long-term viability against larger, better-resourced competitors.

Risk Assessment

Risk Level: high — The risk level is high due to several factors outlined in the filing. NMEX explicitly states, "Many of the oil and gas exploration companies with whom we compete have greater financial and technical resources than we do," indicating a significant competitive disadvantage. Furthermore, the company has "no employees" as of July 31, 2025, relying solely on three officers as consultants, which presents substantial operational risk in a complex and heavily regulated industry. The extensive discussion of environmental regulations (e.g., Clean Water Act, Clean Air Act, RCRA) and potential liabilities for non-compliance, without specific financial provisions or a dedicated team, further elevates the risk.

Analyst Insight

Investors should approach NMEX with extreme caution, given its stated lack of employees and reliance on consultants in a capital-intensive and highly regulated industry. This filing is administrative, but the underlying business structure suggests high operational and competitive risks. Consider this a speculative play, if at all, and prioritize companies with more robust operational structures and financial resources.

Financial Highlights

debt To Equity

N/A

revenue

$8,634

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

3.06%

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Executive Compensation

Key Numbers

• $1,563,000 — Aggregate market value of non-affiliate common equity (Based on 102,841,682 shares at $0.0152 per share as of the last business day of the most recently completed second fiscal quarter.)
• 107,238,932 — Common shares issued and outstanding (As of November 13, 2025.)
• 0 — Number of employees (As of July 31, 2025, the company has no employees.)
• 3 — Number of officers acting as consultants (Ivan Webb, Noel Schaefer, and Rachel Boulds.)
• 2006 — Year of incorporation (Incorporated on December 11, 2006, under Nevada laws.)

Key Players & Entities

• NORTHERN MINERALS & EXPLORATION LTD. (company) — Registrant
• Ivan Webb (person) — Officer removed from signature pages
• Noel Schaefer (person) — Officer and consultant
• Rachel Boulds (person) — Officer and consultant
• Kathis Energy LLC (company) — Wholly owned subsidiary for oil and gas drilling in Texas
• ENMEX Operations LLC (company) — Wholly owned subsidiary for real estate development in Mexico
• SEC (regulator) — Securities and Exchange Commission
• FINRA (regulator) — Financial Industry Regulatory Authority, Inc.
• EPA (regulator) — United States Environmental Protection Agency
• FERC (regulator) — Federal Energy Regulatory Commission

FAQ

Risk Factors

• Extensive Governmental and Environmental Regulations [high — regulatory]: NMEX operates in the oil and gas industry, which is subject to extensive governmental and environmental regulations. These regulations cover areas such as water, air emissions, and climate change. Compliance with these regulations can materially impact operations and future prospects.
• Intense Competition [high — market]: The petroleum industry is highly competitive, with NMEX facing established companies possessing greater financial and technical resources. This competitive landscape poses a significant challenge to the company's market position and growth potential.
• Reliance on Consultants [medium — operational]: As of July 31, 2025, NMEX has no employees and relies on its three officers (Ivan Webb, Noel Schaefer, Rachel Boulds) as consultants. This structure could pose operational risks if key personnel are unavailable or if consulting agreements are terminated.
• Limited Revenue and Gross Margin [high — financial]: For the year ended July 31, 2025, NMEX reported revenue of $8,634 and a gross margin of $264. This indicates very early-stage operations and a limited ability to generate significant profit from its core business activities.

Industry Context

NORTHERN MINERALS & EXPLORATION LTD. operates in the oil and gas sector, a highly competitive industry dominated by companies with substantial financial and technical resources. The industry is also subject to significant volatility in commodity prices and is increasingly impacted by global trends towards energy transition and stricter environmental regulations.

Regulatory Implications

NMEX faces substantial regulatory hurdles common to the oil and gas industry, including compliance with environmental laws concerning water, air emissions, and climate change. Failure to adhere to these regulations could lead to significant penalties and operational disruptions, impacting its future viability.

What Investors Should Do

1. Monitor revenue generation from Lost Creek Acquisitions LLC.
2. Evaluate the impact of increasing professional fees.
3. Assess the sustainability of the consultant-based operational model.
4. Consider the company's small market capitalization and early-stage revenue.

Key Dates

• 2025-07-31: Fiscal Year End — Reported $8,634 in revenue and $264 gross margin. Company had no employees.
• 2025-11-13: Common Shares Outstanding — 107,238,932 common shares were issued and outstanding.
• 2024-07-31: Prior Fiscal Year End — Reported $0 revenue. Officer compensation was $26,400.
• 2006-12-11: Incorporation Date — Company was incorporated on this date.

Glossary

Smaller Reporting Company

A company that meets certain SEC criteria, allowing it to file scaled-down financial disclosures. (NMEX qualifies as a smaller reporting company, meaning it is not required to provide certain detailed disclosures, such as comprehensive risk factors.)

10-K/A

An amended annual report filed with the SEC to correct or supplement information previously filed in a Form 10-K. (This filing is an amendment to NMEX's annual report, indicating updates or corrections to its previously submitted financial and business information.)

Aggregate market value of non-affiliate common equity

The total market value of a company's stock held by investors who are not company insiders or affiliates. (This metric is used to determine NMEX's status as a smaller reporting company and indicates a market capitalization of approximately $1,563,000 as of the second fiscal quarter.)

Lost Creek Acquisitions LLC

An entity in which NMEX has an investment, from which it began recognizing oil and natural gas revenues. (This is the source of NMEX's first reported revenues, indicating a new operational development for the company.)

Year-Over-Year Comparison

For the fiscal year ended July 31, 2025, NMEX reported its first-ever revenue of $8,634, a significant increase from $0 in the prior year. However, this revenue generated a very small gross margin of $264. Officer compensation saw a modest increase of 4.5% to $27,600, while consulting fees paid to related parties decreased slightly. Professional fees, largely legal expenses, more than doubled, increasing by 141.6% to $81,770, indicating rising operational and compliance costs.

Key Financial Figures

• $0.0152 — 682 non-affiliate shares outstanding at $0.0152 per share, which is the closing price o
• $5.00 — urity that has a market price less than $5.00 per share, subject to certain exception
• $1,000,000 — de individuals with assets in excess of $1,000,000 (not including their personal residence
• $200,000 — l residence) or annual income exceeding $200,000 or $300,000 together with their spouse,
• $300,000 — or annual income exceeding $200,000 or $300,000 together with their spouse, and certain
• $0 — for services. The shares were valued at $0.19, the closing stock price on the date
• $19,000 — of grant, for total non-cash expense of $19,000. Pursuant to the terms of the Purchase
• $15,000 — s of common stock for total proceeds of $15,000. During the year ending July 31, 2025,
• $20,000 — s of common stock for total proceeds of $20,000. Other than as disclosed above, we did
• $8,634 — year ended July 31, 2025, we recognized $8,634 of revenue and $8,370 of expense for a
• $8,370 — 25, we recognized $8,634 of revenue and $8,370 of expense for a gross margin of $264.
• $264 — $8,370 of expense for a gross margin of $264. During the fourth quarter the Company
• $27,600 — compensation Officer compensation was $27,600 and $26,400 for the years ended July 31
• $26,400 — Officer compensation was $27,600 and $26,400 for the years ended July 31, 2025 and 2
• $1,200 — and 2024, respectively, an increase of $1,200 or 4.5%. Officer's compensation is paid

Filing Documents

• nmex20250731_10ka.htm (10-K/A) — 637KB
• ex_893810.htm (EX-31.1) — 12KB
• ex_893811.htm (EX-31.2) — 12KB
• ex_893812.htm (EX-32.1) — 6KB
• 0001437749-25-036462.txt ( ) — 3337KB
• nmex-20250731.xsd (EX-101.SCH) — 29KB
• nmex-20250731_def.xml (EX-101.DEF) — 219KB
• nmex-20250731_lab.xml (EX-101.LAB) — 200KB
• nmex-20250731_pre.xml (EX-101.PRE) — 244KB
• nmex-20250731_cal.xml (EX-101.CAL) — 26KB
• nmex20250731_10ka_htm.xml (XML) — 314KB

Business

Business 3 Item 1A.

Risk Factors

Risk Factors 6 Item 1B. Unresolved Staff Comments 6 Item 1C. Cybersecurity 6 Item 2. Property 6 Item 3.

Legal Proceedings

Legal Proceedings 6 Item 4. Mine Safety Disclosures 6 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 6 Item 6. [Reserved] 7 Item 7.

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

Management's Discussion and Analysis of Financial Condition and Results of Operation 7 Item 7A. Quantitative and Qualitative Disclosure About Market Risk 8 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 9 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 10 Item 9A.

Controls and Procedures

Controls and Procedures 10 Item 9B. Other Information 11 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. PART III Item 10. Directors, Executive Officers and Corporate Governance 11 Item 11.

Executive Compensation

Executive Compensation 13 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 14 Item 13. Certain Relationships and Related Transactions, and Director Independence 14 Item 14. Principal Accountant Fees and Services 14 Item 15. Exhibits, and Financial Statement Schedules 15 Item 16 Form 10-K/A Summary

Signatures

Signatures 15 2 PART I

DESCRIPTION OF BUSINESS

ITEM 1. DESCRIPTION OF BUSINESS

Forward-Looking Statements

Forward-Looking Statements Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Our Corporate History and Background We were incorporated on December 11, 2006, under the laws of the State of Nevada. On July 12, 2013, the stockholders approved an amendment to change the name of the Company from Punchline Resources Ltd. to Northern Mineral & Exploration Ltd. FINRA approved the name change on August 13, 2013. Northern Minerals & Exploration Ltd. (the "Company") is an emerging natural resource company operating in oil, gas and other energy related production in Oklahoma. On November 22, 2017, the Company created a wholly owned subsidiary, Kathis Energy LLC ("Kathis"), a duly formed Limited Liability Company formed in the State of Texas, fo

RISK FACTORS

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.

UNRESOLVED STAFF COMMENTS

Item 1B. UNRESOLVED STAFF COMMENTS None.

CYBERSECURITY

Item 1C. CYBERSECURITY Cyber Risk Management and Strategy Under the oversight of the Board of Directors, since we do not currently have an Audit Committee, we have implemented and maintain a risk management program that includes processes for the systematic identification, assessment, management, and treatment of cybersecurity risks. Our cybersecurity oversight and operational processes are integrated into our overall risk management processes, and cybersecurity is one of our designated risk categories. We implement a risk-based approach to the management of cyber threats, supported by cybersecurity technologies, including automated tools designed to monitor, identify, and address cybersecurity risks. In support of this approach, we implement processes to assess, identify, and manage security risks to the company, including in the pillar areas of security and compliance, application security, infrastructure security, and data privacy. This process includes regular compliance and critical system access reviews. In addition, we c onduct application security assessments, vulnerability management, penetration testing, security audits, and ongoing risk assessments as part of our risk management process. We also maintain an incident response plan to guide our processes in the event of an incident. Further, we have processes in place to evaluate potential risks from cybersecurity threats associated with our use of third-party service providers that will have access to our data, including a review process for such providers' cybersecurity practices, risk assessments, contractual requirement, and system monitoring. We continue to evaluate and enhance our systems, controls, and processes where possible, including in response to actual or perceived threats specific to us or experienced by other companies.

PROPERTIES

ITEM 2. PROPERTIES Our principal executive offices are located at 1267 N 680 W, Pleasant Grove, UT.

LEGAL PROCEEDINGS

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.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is quoted under the symbol "NMEX" on the OTCIQ operated by the Financial Industry Regulatory Authority, Inc. ("FINRA") and the OTCQB operated by OTC Markets Group, Inc. Few market makers continue to participate in the OTCBB system because of high fees charged by FINRA. The criteria for listing on either the OTCBB or OTCQB are similar and include that we remain current in our SEC reporting. Our shares are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the "penny stock" rule. The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of shareholders to sell their shares. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors must make a special suitability determination for the purchase of the security. Accredited investors, in general, include individuals with assets in excess of $1,000,000 (not including their personal residence) or annual income exceeding $200,000 or $300,000 together with their spouse, and certain institutional investors. The rules require the broker-dealer to receive the purchaser's written consent to the transaction prior to the purchase and require the broker-dealer to deliver a risk disclosure document relating to the penny stock prior to the first transaction. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent to customers disclosing recent price information for the penny stocks. On November 13, 2025, there were approximately 127

MANAGEMENT ' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT ' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations for the Years Ended July 31, 2025 and 2024 Revenue and Cost of Revenue For the year ended July 31, 2025, we recognized $8,634 of revenue and $8,370 of expense for a gross margin of $264. During the fourth quarter the Company recognized its first revenues from the sale of oil and natural gas from its investment in Lost Creek Acquisitions LLC (Note 4). We did not recognize any revenue for the year ended July 31, 2024. Officer compensation Officer compensation was $27,600 and $26,400 for the years ended July 31, 2025 and 2024, respectively, an increase of $1,200 or 4.5%. Officer's compensation is paid to our CFO and has increased $200 a month in the current period. Consulting – related party Consulting – related party services were $75,450 and $76,700 for the years ended July 31, 2025 and 2024, respectively, a decrease of $1,250 or 1.6%. Fees are paid to Noel Schaefer, Director, but are billed as consulting fees. For the years ended July 31, 2025 and 2024, we paid an additional $3,450 and $4,700, respectively, to our CEO for consulting fees. Professional fees Professional fees were $81,770 and $33,850 for the years ended July 31, 2025 and 2024, respectively, an increase of $47,920, or 141.6%. Professional fees generally consist of legal and audit expenses. In the current year our legal fees increased approximately $48,000. General and administrative General and administrative expenses were $50,758 and $21,936 for the years ended July 3

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