NMEX Stalls: No Revenue, Zero Employees, High Regulatory Risk

TL;DR

**NMEX is a non-operational shell with no revenue and high regulatory exposure, making it a high-risk gamble for any investor.**

AI Summary

NORTHERN MINERALS & EXPLORATION LTD. (NMEX) reported no revenue for the fiscal year ended July 31, 2025, and has not incurred any research and development expenditures over the past two fiscal years. The company operates in oil and gas production in central Texas and gold and silver exploration in northern Nevada, but its subsidiaries, Kathis Energy Fund 1, LP and ENMEX Operations LLC, have had no activity since inception. NMEX has no employees as of July 31, 2025, with its three officers, Ivan Webb, Noel Schaefer, and Rachel Boulds, acting as consultants. The company's aggregate market value of voting and non-voting common equity held by non-affiliates was 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 the most recently completed second fiscal quarter. As of November 13, 2025, NMEX had 107,238,932 common shares issued and outstanding. The company faces significant competition in the petroleum industry from larger firms with greater financial and technical resources, and its business is subject to extensive governmental regulations, including environmental laws, which could materially impact operations.

Why It Matters

NMEX's lack of revenue and operational activity, coupled with its reliance on consultants instead of employees, signals a highly speculative investment for investors. The company's stated business in oil and gas and mineral exploration is in highly competitive and regulated sectors, where NMEX's limited resources put it at a severe disadvantage against larger, more established players. This situation could lead to continued dilution for existing shareholders as the company seeks capital without generating income, impacting its ability to fund any meaningful exploration or production. The broader market implications are minimal due to NMEX's small size and lack of operational impact, but it highlights the risks inherent in micro-cap, pre-revenue companies in resource industries.

Risk Assessment

Risk Level: high — The risk level is high due to the company reporting no revenue for the fiscal year ended July 31, 2025, and having no employees. Furthermore, its subsidiaries, Kathis Energy Fund 1, LP and ENMEX Operations LLC, have had 'no activity from inception to date,' indicating a complete lack of operational progress despite being incorporated years ago.

Analyst Insight

Investors should exercise extreme caution and consider avoiding NMEX given its complete lack of operational revenue and employee base. The company's status as a 'penny stock' and its exposure to highly competitive and regulated industries without any demonstrated activity suggest a very high-risk profile with little to no fundamental basis for investment.

Financial Highlights

debt To Equity

Not Disclosed

revenue

$8,634

operating Margin

3.06%

total Assets

Not Disclosed

total Debt

Not Disclosed

net Income

Not Disclosed

eps

Not Disclosed

gross Margin

3.06%

cash Position

Not Disclosed

revenue Growth

N/A

Revenue Breakdown

Executive Compensation

Key Numbers

• $0 — Revenue (for the fiscal year ended July 31, 2025, indicating no operational income)
• 0 — Employees (as of July 31, 2025, relying solely on officers as consultants)
• $1,563,000 — Aggregate market value of non-affiliate common equity (based on 102,841,682 shares at $0.0152 per share)
• 107,238,932 — Common shares issued and outstanding (as of November 13, 2025)
• $0.0152 — Closing price per share (for non-affiliate shares as of the last business day of the most recently completed second fiscal quarter)
• 2006 — Year of incorporation (incorporated on December 11, 2006, under Nevada laws)
• 2013 — Year of name change (from Punchline Resources Ltd. to Northern Mineral & Exploration Ltd.)
• 2017 — Year Kathis Energy LLC was created (wholly owned subsidiary for oil and gas drilling programs)
• 2018 — Year ENMEX Operations LLC was created (wholly owned subsidiary for real estate development in Mexico)

Key Players & Entities

• NORTHERN MINERALS & EXPLORATION LTD. (company) — registrant
• NMEX (company) — trading symbol
• Ivan Webb (person) — officer and consultant
• Noel Schaefer (person) — officer and consultant
• Rachel Boulds (person) — officer and consultant
• Kathis Energy LLC (company) — wholly owned subsidiary with no activity
• ENMEX Operations LLC (company) — wholly owned subsidiary with no activity
• Federal Energy Regulatory Commission (regulator) — regulates natural gas industry
• Environmental Protection Agency (regulator) — regulates environmental compliance
• Financial Industry Regulatory Authority, Inc. (regulator) — operates OTCIQ

FAQ

Risk Factors

• Lack of Operational Activity [high — operational]: NMEX's subsidiaries, Kathis Energy Fund 1, LP and ENMEX Operations LLC, have had no activity since inception. The company also has no employees, relying on officers as consultants, indicating a very lean operational structure.
• Intense Competition [high — market]: The company operates in the oil and gas production sector, facing significant competition from larger firms possessing greater financial and technical resources. This competitive landscape poses a substantial challenge to NMEX's market penetration and growth.
• Extensive Governmental Regulations [medium — regulatory]: NMEX's business is subject to extensive governmental regulations, particularly environmental laws. Compliance with these regulations can materially impact operations and may lead to unforeseen costs or operational disruptions.
• No Revenue in Prior Year [high — financial]: For the fiscal year ended July 31, 2024, NMEX reported $0 revenue. While $8,634 in revenue was recognized in the current year, this indicates a very nascent revenue generation capability.
• High Professional Fees [medium — financial]: Professional fees, primarily legal and audit expenses, increased by 141.6% to $81,770 for the year ended July 31, 2025. This significant increase, driven by legal fees, adds to the company's operating costs.
• Significant Impairment Loss [high — financial]: During the year ended July 31, 2025, the company recognized a loss for impairment of $140,744. This substantial write-down indicates potential issues with asset valuation or performance.

Industry Context

NORTHERN MINERALS & EXPLORATION LTD. operates in the oil and gas production sector, which is characterized by significant competition from larger, well-resourced companies. The industry is also heavily influenced by fluctuating commodity prices and extensive governmental regulations, particularly concerning environmental standards. These factors create a challenging operating environment for smaller players like NMEX.

Regulatory Implications

The company's operations are subject to extensive governmental regulations, including environmental laws. Compliance with these regulations can lead to increased operational costs, potential fines, and operational disruptions, posing a significant risk to NMEX's financial stability and future growth prospects.

What Investors Should Do

1. Monitor revenue generation and cost control
2. Assess the impact of impairment loss
3. Evaluate competitive positioning
4. Track regulatory compliance and environmental risks

Key Dates

• 2006-12-11: Incorporation — Marks the legal establishment of the company under Nevada laws.
• 2013-01-01: Name Change — Company changed its name from Punchline Resources Ltd. to Northern Mineral & Exploration Ltd., reflecting a potential shift in focus or strategy.
• 2017-01-01: Creation of Kathis Energy LLC — Establishment of a wholly owned subsidiary for oil and gas drilling programs, indicating a strategic move into the energy sector.
• 2018-01-01: Creation of ENMEX Operations LLC — Establishment of a wholly owned subsidiary for real estate development in Mexico, diversifying business interests.
• 2025-07-31: Fiscal Year End — Reporting period for the 10-K, showing $8,634 in revenue and a net loss.
• 2025-11-13: Common Shares Outstanding Update — Indicates the total number of common shares issued and outstanding as of this date.

Glossary

Smaller Reporting Company

A company that meets certain SEC criteria and is therefore subject to reduced reporting requirements. (NMEX qualifies as a smaller reporting company, meaning it is not required to provide certain disclosures, such as detailed risk factors.)

Non-affiliate Shares

Shares of common stock held by individuals or entities that are not officers, directors, or major shareholders of the company. (Used to calculate the aggregate market value of equity held by the public, providing an indication of market perception.)

Extinguishment of Debt

The process by which a company legally terminates its obligation to repay a debt. (A gain on extinguishment of debt of $4,700 was recognized, impacting the company's other income/expenses.)

Impairment Loss

A reduction in the carrying value of an asset when its fair value falls below its book value. (NMEX recorded a significant impairment loss of $140,744, suggesting a potential write-down of assets.)

Gross Margin

The difference between revenue and the cost of revenue, expressed as a percentage of revenue. (NMEX reported a gross margin of $264, or 3.06% of its $8,634 revenue for the year ended July 31, 2025.)

Year-Over-Year Comparison

For the fiscal year ended July 31, 2025, NORTHERN MINERALS & EXPLORATION LTD. reported $8,634 in revenue, a significant increase from $0 in the prior year. However, operating expenses, including professional fees and general and administrative costs, also saw substantial increases of 141.6% and 131.4%, respectively. The company also incurred a substantial impairment loss of $140,744 in the current year, which was not present in the prior period.

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_10k.htm (10-K) — 636KB
• ex_874671.htm (EX-31.1) — 12KB
• ex_874672.htm (EX-31.2) — 12KB
• ex_874673.htm (EX-32.1) — 6KB
• 0001437749-25-035266.txt ( ) — 3331KB
• nmex-20250731.xsd (EX-101.SCH) — 29KB
• nmex-20250731_def.xml (EX-101.DEF) — 219KB
• nmex-20250731_lab.xml (EX-101.LAB) — 199KB
• nmex-20250731_pre.xml (EX-101.PRE) — 244KB
• nmex-20250731_cal.xml (EX-101.CAL) — 26KB
• nmex20250731_10k_htm.xml (XML) — 313KB

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 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.

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 31, 2025 and 2024, respectively, an increase of $28,822 or 131.4%. In the current year we had an increase of $9,000 for web design fees and we issued common stock for services valued at $19,000. Other income / expenses During the years ended July 31, 2025 and 2024, we incurred $12,254 and $11,454 of interest expense, increase of $800 or 7%. During the year ended July 31, 2025, we recognized a $4,700 gai

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