Northern Minerals & Exploration Ltd. Files 2024 10-K

TL;DR

NMEX 2024 10-K filed. Fiscal year ended 07/31/24. Based in Cisco, TX.

AI Summary

Northern Minerals & Exploration Ltd. filed its 2024 10-K report, detailing its operations for the fiscal year ending July 31, 2024. The company, previously known as Punchline Resources Ltd., is incorporated in Nevada and operates in the Gold & Silver Ores sector. Its principal business address is in Cisco, Texas.

Why It Matters

This filing provides investors and stakeholders with a comprehensive overview of the company's financial performance, operational activities, and risk factors for the past fiscal year.

Risk Assessment

Risk Level: medium — As a mining and exploration company, Northern Minerals & Exploration Ltd. is subject to inherent risks associated with resource discovery, extraction, commodity price volatility, and regulatory compliance.

Key Numbers

• FY 2024 — Fiscal Year End (The report covers the fiscal year ending July 31, 2024.)
• 0731 — Fiscal Year End Month/Day (Indicates the end of the company's fiscal year.)

Key Players & Entities

• NORTHERN MINERALS & EXPLORATION LTD. (company) — Filer
• 20240731 (date) — Conformed Period of Report
• 20241029 (date) — Filed as of Date
• 1301 AVENUE M, CISCO, TX 76437 (address) — Business Address
• Punchline Resources Ltd. (company) — Former Company Name
• 20120910 (date) — Date of Name Change
• Robert Campbell (person) — Director
• Mr Miranda (person) — Director

FAQ

Key Financial Figures

• $0.1278 — 349 non affiliate shares outstanding at $0.1278 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
• $88,625 — ommon stock, for total cash proceeds of $88,625. Other than as disclosed above, we did
• $26,400 — compensation Officer compensation was $26,400 and $39,150 for the years ended July 31
• $39,150 — Officer compensation was $26,400 and $39,150 for the years ended July 31, 2024 and 2
• $12,750 — 4 and 2023, respectively, a decrease of $12,750 or 32.6%. We incur a monthly compensati
• $2,200 — incur a monthly compensation expense of $2,200 for our CFO. In the prior fiscal year,
• $76,700 — onsulting – related party services were $76,700 and $72,000 for the years ended July 31
• $72,000 — related party services were $76,700 and $72,000 for the years ended July 31, 2024 and 2
• $4,700 — and 2023, respectively, an increase of $4,700 or 6.5%. Fees are paid to Noel Schaefer
• $33,850 — fessional fees Professional fees were $33,850 and $27,150 for the years ended July 31
• $27,150 — es Professional fees were $33,850 and $27,150 for the years ended July 31, 2024 and 2

Filing Documents

• nmex20240731_10k.htm (10-K) — 568KB
• ex_734373.htm (EX-31.1) — 12KB
• ex_734372.htm (EX-31.2) — 12KB
• ex_734371.htm (EX-32.1) — 6KB
• 0001437749-24-032441.txt ( ) — 2493KB
• nmex-20240731.xsd (EX-101.SCH) — 22KB
• nmex-20240731_def.xml (EX-101.DEF) — 163KB
• nmex-20240731_lab.xml (EX-101.LAB) — 149KB
• nmex-20240731_pre.xml (EX-101.PRE) — 180KB
• nmex-20240731_cal.xml (EX-101.CAL) — 22KB
• nmex20240731_10k_htm.xml (XML) — 193KB

Business

Business 3 Item 1A.

Risk Factors

Risk Factors 6 Item 1B. Unresolved Staff Comments 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 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 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 Co

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.

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 OTCPINK 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. 6 On October 28, 2024, there were approximately

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, 2024 and 2023 Revenue We did not recognize any revenue for the years ended July 31, 2024 and 2023. Officer compensation Officer compensation was $26,400 and $39,150 for the years ended July 31, 2024 and 2023, respectively, a decrease of $12,750 or 32.6%. We incur a monthly compensation expense of $2,200 for our CFO. In the prior fiscal year, we also recognized an additional $12,750 for stock compensation expense. Consulting – related party Consulting – related party services were $76,700 and $72,000 for the years ended July 31, 2024 and 2023, respectively, an increase of $4,700 or 6.5%. Fees are paid to Noel Schaefer, Director, but are billed as consulting fees. In the current year we also incurred $4,700 of consutling fees from Mr. Webb. Professional fees Professional fees were $33,850 and $27,150 for the years ended July 31, 2024 and 2023, respectively, an increase of $6,700, or 24.7%. Professional fees generally consist of legal and audit expenses. In the current year our audit and legal fees increased $6,000 and $700, respectively. Director Services Compensation for director services was $0 and $11,250 for the years ended July 31, 2024 and 2023, respectively. In the prior fiscal year, we recognized $11,250 for stock compensation expense. General and administrative General and administrative expenses were $21,936 and $32,159 for the years ended July 31, 2024 and 2023, respectively, a decrease of $10,223 or 31.8%. In the current period a majority of the decrease was due to decreased fees for our transfer agent of $7,218 and State fees of $1,500. Other expense During the year ended July 31, 2024, we incurred $11,454 of interest expense. During the year ended July 31, 2023, we had total other income of $205,207. We incurred interest expense of $7,192, a gain on forgiveness of debt of $210,453, and

View Full Filing

View this 10-K filing on SEC EDGAR