10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number 333-146934

NORTHERN MINERALS & EXPLORATION LTD.

(Exact name of registrant as specified in its charter)

Nevada	98-0557171
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

881 West State Road, Pleasant Grove, UT	84062
(Address of principal executive offices)	(Zip Code)

(801) 885-9260

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

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 ☐  No ☒

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. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☐ Accelerated filer ☐ Smaller reporting company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

☐ YES ☒ NO

State the aggregate market value of the voting and non-voting common equity held by non-affiliates: $11,279,100 based on 62,661,674 non affiliate shares outstanding at $0.18 per share, which is the average closing price of the common shares as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of October 10, 2023, the issuer had 89,059,357 common shares issued and outstanding.

NORTHERN MINERALS & EXPLORATION LTD.

FORM 10-K

For the Year ended July 31, 2023

TABLE OF CONTENTS

	PART I	Page
Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	6
Item 2.	Property	6
Item 3.	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	8
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	9
Item 8.	Financial Statements and Supplementary Data	10
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	11
Item 9A.	Controls and Procedures	11
Item 9B.	Other Information	12
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	12
Item 11.	Executive Compensation	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13.	Certain Relationships and Related Transactions, and Director Independence	15
Item 14.	Principal Accountant Fees and Services	16
Item 15.	Exhibits, and Financial Statement Schedules	16
Item 16	Form 10-K Summary
	Signatures	17

2

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 was no activity with Kathis Energy, LLC during 2022 or 2023 fiscal years.

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.

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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.

4

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. In October 2011, citing concerns that third-party treatment plants may not be properly equipped to handle wastewater from shale gas operations, the United States Environmental Protection Agency (the "EPA") announced that it will consider federal pre-treatment standards for these wastewaters. We cannot predict the EPA's future actions in this regard, but future regulation of our produced waters or other waste streams could have a material impact on us.

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.

5

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, 2023, we do not have any employees. Our three officers, Ivan Webb, 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 2. PROPERTIES

Our principal executive offices are located at 881 West State Road, 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

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.

6

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 9, 2023, there were approximately 100 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 Issuer Direct Corporation, 1981 Murray Holiday Road, #100, Salt Lake City, UT 84117.

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

On July 24, 2023, the Company granted 700,000 shares of common stock for services to Mr. Webb. The shares were valued at $0.015, for total non-cash expense of $10,500.

On July 24, 2023, the Company granted 150,000 shares of common stock for services to Ms. Boulds. The shares were valued at $0.015, for total non-cash expense of $2,250.

On July 24, 2023, the Company granted 750,000 shares of common stock for services to Mr. Miranda. The shares were valued at $0.015, for total non-cash expense of $11,250.

On July 24, 2023, the Company granted 450,000 shares of common stock for services. The shares were valued at $0.015, for total non-cash expense of $6,750.

During the year ended July 31, 2023, the Company sold 4,333,334 shares of common stock for total cash proceeds of $85,000.

During the year ended July 31, 2023, Mr. Webb purchased 500,000 shares of common stock for $10,000.

Other than as disclosed above, we did not sell any equity securities which were not registered under the Securities Act during the year ended July 31, 2023 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended July 31, 2023.

ISSUER REPURCHASES OF EQUITY SECURITIES

None

ITEM 6. [RESERVED]

7

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations for the Years Ended July 31, 2023 and 2022

Revenue

We did not recognize any revenue for the years ended July 31, 2023 and 2022.

Officer compensation

Officer compensation was $39,150 and $26,400 for the years ended July 31, 2023 and 2022, respectively, We incur monthly compensation expense of $2,200 for our CFO. In the current fiscal year, we also recognized an additional $12,750 for stock compensation expense.

Consulting – related party

Consulting – related party services were $72,000 and $65,000 for the years ended July 31, 2023 and 2022. Fees are paid to Noel Schaefer, Director, but are billed as consulting fees. Mr. Schaefer’s fee was increased from $5,000 to $6,000 per month on August 1, 2022.

Professional fees

Professional fees were $27,150 and $35,615 for the years ended July 31, 2023 and 2022, respectively, a decrease of $8,465, or 23.8%. Professional fees generally consist of legal, audit and accounting expenses. In the current year our audit and legal fees decreased $7,500 and $965, respectively.

Director Services

Compensation for director services was $11,250 and $0 for the years ended July 31, 2023 and 2022, respectively. In the current fiscal year, we also recognized an additional $11,250 for stock compensation expense.

General and administrative

General and administrative expenses were $32,159 and $25,487 for the years ended July 31, 2023 and 2022, respectively, an increase of $6,672 or 26.2%. In the current period we had increased fees for investor relations ($3,000), State fees of $2,320, and other G&A expense of $3,750.

Other expense

During the year ended July 31, 2023, we had total other income of $205,207 compared to $3,219 in the prior year. During the current year we incurred interest expense of $7,192, a gain on forgiveness of debt of $210,453, and other income of $1,946. During the prior year we incurred interest expense of $15,235, and a loss on debt conversion of $1,000, which was offset with a gain on forgiveness of debt of $17,167, and other income of $2,287.

Net Loss

For the year ended July 31, 2023, we had net income of $23,498 as compared to a net loss of $149,283 for year ended July 31, 2022. We recognized net income in the current year due to the gain on forgiveness of debt.

Liquidity and Financial Condition

Operating Activities

Cash used by operating activities was $145,913 for the year ended July 31, 2023, compared to cash used for operating activities of $165,704 for the year ended July 31, 2022.

Investing Activities

We used $0 for investing activities for the years ended July 31, 2023 and 2022.

Financing Activities

Net cash provided by financing activities was $127,000 for the year ended July 31, 2023 compared to $190,550 for the year ended July 31, 2022. During the year ended July 31, 2023, we received $120,000 from the sale of common stock. We also received $7,000 from a loan payable. During the year ended July 31, 2022, we received $220,550 from the sale of common stock. We also received $5,000 from a loan payable and repaid $15,000.

We had the following loans outstanding as of July 31, 2023:

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, 2023, there is $15,000 and $7,875 of principal and accrued interest, respectively, due on this loan. As of July 31, 2022, there was $15,000 and $6,375 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

8

On June 11, 2020, a third party loaned the Company $14,000. On March 3, 2021, the party loaned another $5,000 to the Company. During the year ended July 31, 2022, the Company repaid $15,000 of the loan. During the year ended July 31, 2023, the Company borrowed an additional $7,000. The loan is unsecured, non-interest bearing and due on demand. As of July 31, 2023, there is a balance due of $11,000.

During the year ended July 31, 2020, a third party loaned the Company $60,000. The loan is unsecured, bears interest at 8% per annum and matures on September 1, 2021. As of July 31, 2023, there is $18,425 of interest accrued on this note. This note is in default.

On June 1, 2023, the Company issued a Promissory Note to Golden Sands Exploration Inc, for $85,000. The note bears interest at 6% and matures on June 1, 2026. Interest is to be paid quarterly with the first payment due on or before September 1, 2023.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopted and issued accounting standards.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Smaller reporting companies are not required to provide the information required by this Item.

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ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NORTHERN MINERALS & EXPLORATION LTD.

CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of July 31, 2023 and 2022	F-2
Consolidated Statements of Operations for the Years ended July 31, 2023 and 2022	F-3
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Years ended July 31, 2023 and 2022	F-4
Consolidated Statements of Cash Flows for the Years ended July 31, 2023 and 2022	F-5
Notes to Consolidated Financial Statements	F-6

10

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 balance sheets of Northern Minerals & Exploration LTD (the Company) as of July 31, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended July 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has significant net losses, cash flow deficiencies, negative working capital and an accumulated deficit. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Winnemucca Mountain Property - Forgiveness of Debt

Description of the Matter:

As described in Note 4 to the financial statements, the Company previously entered into an option agreement, which included multiple amendments, to purchase certain mining claims. In connection with the agreements, the Company was obligated to pay $285,453 to the seller as of July 31, 2022. In June 2023, the Company renegotiated the amount owed to the seller by entering a release and a formal note payable. As a result, a gain on forgiveness of debt totaling $210,453 was recorded. This matter involved judgment and interpretation of accounting guidance on the part of management. Our audit involved subjective judgment to test the transaction.

How We Addressed the Matter in Our Audit:

We gained an understanding of the agreements between the Company and the seller. We obtained the signed note agreement and release signed by both parties. We obtained a conformation of the new note directly from the seller. Finally, we considered the accounting guidance to ensure the accounting treatment is reasonable.

/s/ Haynie & Company

We have served as the Company’s auditor since 2020.

Salt Lake City, Utah

PCAOB ID 457

October 30, 2023

F-1

NORTHERN MINERALS & EXPLORATION LTD.

CONSOLIDATED BALANCE SHEETS

	July 31,			July 31,
	2023			2022
ASSETS
Current Assets:
Cash	$	6,900		$	25,813
Total Current Assets		6,900			25,813
TOTAL ASSETS	$	6,900		$	25,813
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	43,364		$	48,364
Accounts payable – related party		26,500			28,400
Accrued liabilities		27,152			305,413
Loans payable		171,000			79,000
Total Current Liabilities		268,016			461,177
TOTAL LIABILITIES		268,016			461,177
Commitments and Contingencies
Stockholders’ Deficit:
Preferred stock, $0.001 par value, 50,000,000 shares authorized; no shares issued		—			—
Common stock, $0.001 par value, 250,000,000 shares authorized; 93,809,357 shares issued, 89,059,357 outstanding and 87,509,357 shares issued and 82,509,357 shares outstanding as of July 31, 2023 and July 31, 2022, respectively		89,059			82,509
Common stock to be issued		30,000			—
Additional paid-in-capital		2,987,668			2,873,468
Accumulated deficit		(3,367,843	)		(3,391,341	)
Total Stockholders’ Deficit		(261,116	)		(435,364	)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	6,900		$	25,813

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

F-2

NORTHERN MINERALS & EXPLORATION LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended July 31,
	2023			2022
Operating expenses:
Officer compensation	$	39,150		$	26,400
Consulting – related party		72,000			65,000
Professional fees		27,150			35,615
Director services		11,250			—
General and administrative expenses		32,159			25,487
Total operating expenses		181,709			152,502
Loss from operations		(181,709	)		(152,502	)
Other income (expense):
Interest expense		(7,192	)		(15,235	)
Other income		1,946			2,287
Gain on forgiveness of debt		210,453			17,167
Loss on conversion of debt		—			(1,000	)
Total other income		205,207			3,219
Income (loss) before provision for income taxes		23,498			(149,283	)
Provision for income taxes		—			—
Net Income (Loss)	$	23,498		$	(149,283	)
Net income (loss) per share, basic and diluted	$	0.00		$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted		82,759,357			77,905,754

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

F-3

NORTHERN MINERALS & EXPLORATION LTD.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED JULY 31, 2023 AND 2022

	Common		Common Stock		Additional Paid-in		Common Stock To			Accumulated			Total Stockholders’
	Stock		Amount		Capital		be Issued			Deficit			Deficit
Balance, July 31, 2021		72,818,338	$	72,819	$	2,555,016	$	18,000		$	(3,242,058	)	$	(596,223	)
Common stock issued for cash		1,633,336		1,633		50,917		—			—			52,550
Common stock issued for cash – related party		5,533,333		5,533		160,467		(18,000	)		—			148,000
Common stock issued for conversion of debt and accrued interest		945,000		945		53,455		—			—			54,400
Common stock issued for conversion of debt and accrued interest – related party		1,579,350		1,579		53,513		—			—			55,092
Contributed capital		—		—		100		—			—			100
Net loss		—		—		—		—			(149,283	)		(149,283	)
Balance, July 31, 2022		82,509,357		82,509		2,873,468		—			(3,391,341	)		(435,364	)
Common stock issued for services – related party		1,600,000		1,600		22,400		—			—			24,000
Common stock issued for services		450,000		450		6,300		—			—			6,750
Common stock issued for cash – related party		500,000		500		9,500		25,000			—			35,000
Common stock issued for cash		4,000,000		4,000		76,000		5,000			—			85,000
Net income		—		—		—		—			23,498			23,498
Balance, July 31, 2023		89,059,357	$	89,059	$	2,987,668	$	30,000		$	(3,367,843	)	$	(261,116	)

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

F-4

NORTHERN MINERALS & EXPLORATION LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended July 31,
	2023			2022
Cash Flows from Operating Activities:
Net income (loss)	$	23,498		$	(149,283	)
Adjustments to reconcile net loss to net cash used in Operating activities:
Gain on forgiveness of debt		(210,453	)		(17,167	)
Loss on conversion of debt					1,000
Common stock issued for services – related party		24,000			—
Common stock issued for services		6,750			—
Changes in Operating Assets and Liabilities:
Accounts payables and accrued liabilities		5,000			(9,189	)
Accounts payable – related party		(1,900	)		(6,300	)
Accrued liabilities		7,192			15,235
Net cash used in operating activities		(145,913	)		(165,704	)
Cash Flows used in Investing Activities:		—			—
Cash Flows from Financing Activities:
Proceeds from loan payable		7,000			5,000
Proceeds from loan payable – related party		5,000			—
Repayment of loan payable – related party		(5,000	)		—
Repayment of loan payable		—			(15,000	)
Proceeds from the sale of common stock – related party		35,000			—
Proceeds from the sale of common stock		85,000			200,550
Net cash provided by financing activities		127,000			190,550
Net change in cash		(18,913	)		24,846
Cash at beginning of the year		25,813			967
Cash at end of the year	$	6,900		$	25,813
Cash paid during the period for:
Interest	$	—		$	—
Taxes	$	—		$	—
Supplemental disclosure of non-cash activity:
Conversion of debt and accrued interest	$	—		$	108,491

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

F-5

Northern Minerals & Exploration Ltd.

Notes to Consolidated Financial Statements

July 31, 2023

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

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.

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

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

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

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (US GAAP).

Use of estimates

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

Cash and Cash Equivalents

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of July 31, 2023 and 2022.

Principles of Consolidation

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

Mineral Property Acquisition and Exploration Costs

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

F-6

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. Although the Company has recognized minimal levels of production and revenue in the past, none of its property have proved reserves. Therefore, the Company’s properties are designated as unproved properties.

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.

Basic and Diluted Earnings Per Share

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

For the year ended July 31, 2023, the Company had no potentially dilutive shares of common stock. For the year ended July 31, 2022, the Company had 1,911,330 of potentially dilutive shares from warrants, which have since all expired. The diluted loss per share is the same as the basic loss per share for the year ended July 31, 2022, as the inclusion of any potential shares would have had an antidilutive effect due to our loss from operations.

Recently issued accounting pronouncements

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 unaudited financial statements are prepared and presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, they do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Since inception to July 31, 2023, the Company has an accumulated deficit of $3,367,843. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-7

NOTE 4 — WINNEMUCCA MOUNTAIN PROPERTY

On September 14, 2012, we entered into an option agreement with AHL Holdings Ltd., and Golden Sands Exploration Inc. (“Optionors”), wherein we acquired an option to purchase an 80% interest in and to certain mining claims, which claims form the Winnemucca Mountain Property in Humboldt County, Nevada (“Property”).

On July 23, 2018, the Company entered into a New Option Agreement with the Optionors. This agreement provided for the payment of $25,000 and the issuance of 3,000,000 shares of the Company’s common stock and work commitments. The Company issued the shares and made the initial payment of $25,000 per the terms of the July 31, 2018 agreement. The second payment of $25,000 per the terms of the agreement was not paid when it became due on August 31, 2018, causing the Company to default on the terms of the July 23, 2018 agreement.

On March 25, 2019, the Company entered into a New Option Agreement with the Optionors. As stated in the New Option Agreement the Company has agreed to certain terms and conditions to have the right to earn an 80% interest in the Property, these terms include cash payments, issuance of common shares of the Company and work commitments.

The Company’s firm commitments per the March 25, 2019, option agreement total $381,770 of which cash payments total $181,770 and a firm work commitment of $200,000. These commitments include payments for rentals payable to BLM and also for the staking of new claims adjoining the existing claims. The work commitment was to be conducted prior to December 31, 2020. During the year ended July 31, 2021, the Company received notice from the Optionors of the current amount due resulting in the reduction of the liability to $285,453.

The Company has received notice from the Optionors, effective October 27, 2020, that its Option Agreement to earn an interest in the Winnemucca Mountain Gold Property has been terminated for being in default of certain terms and conditions of the Agreement. 

On June 1, 2023, the Company, and Golden Sands Exploration Inc, entered into a Settlement and Promissory Note Agreement for the outstanding amount due under the Winnemucca Option Agreement. Per the terms of the agreement the amount owing is reduced to $85,000. The Company issued a Promissory Note (“Note”) to Golden Sands Exploration Inc, for $85,000, dated June 1, 2023. The note bears interest at 6% and matures on June 1, 2026. Interest is to be paid quarterly with the first payment due on or before September 1, 2023. As a result of the settlement the Company recognized a gain of $210,453 for the year ended July 31, 2023.

NOTE 5 — LOANS PAYABLE

On October 20, 2017, the Company executed a convertible promissory note for $25,000 with a third party. The note accrues interest at 6%, matures in two years and is convertible into shares of common stock at maturity, at a minimum of $0.10 per share, at the option of the holder. During the year ended July 31, 2022, the note holder converted the $25,000 of principal and $6,000 of interest into 310,000 shares of common stock.

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, 2023, there is $15,000 and $7,875 of principal and accrued interest, respectively, due on this loan. As of July 31, 2022, there was $15,000 and $6,375 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

On June 11, 2020, a third party loaned the Company $14,000. On March 3, 2021, the party loaned another $5,000 to the Company. During the year ended July 31, 2022, the Company repaid $15,000 of the loan. During the year ended July 31, 2023, the Company borrowed an additional $7,000. The loan is unsecured, non-interest bearing and due on demand. As of July 31, 2023, there is a balance due of $11,000.

During the year ended July 31, 2020, a third party loaned the Company $60,000. The loan is unsecured, bears interest at 8% per annum and matures on September 1, 2021. As of July 31, 2023, there is $18,425 of interest accrued on this note. This note is in default.

On June 1, 2023, the Company issued a Promissory Note to Golden Sands Exploration Inc, for $85,000. The note bears interest at 6% and matures on June 1, 2026. Interest is to be paid quarterly with the first payment due on or before September 1, 2023.

F-8

NOTE 6 — COMMON STOCK TRANSACTION

On September 30, 2021, a note holder converted the $15,000 of principal and $2,400 of interest into 435,000 shares of common stock.

On September 30, 2021, a note holder converted the $31,000 of principal into 310,000 shares of common stock.

During the year ended July 31, 2022, the Company sold 50,000 shares of common stock at $0.10 per share for total cash proceeds of $5,000.

During the year ended July 31, 2022, the Company sold 1,583,336 shares of common stock at $0.03 per share for total cash proceeds of $47,550.

On July 20, 2022, an individual converted a $5,000 loan payable into 200,000 shares of common stock. The shares were valued at $0.03, the closing price on the date of conversion, resulting in the recognition of a $1,000 loss on conversion.

During the year ended July 31, 2023, the Company sold 4,333,334 shares of common stock for total cash proceeds of $85,000. As of July 31, 2023, 333,334 shares have not yet been issued by the transfer agent and are disclosed as $5,000 common stock to be issued.

On July 24, 2023, the Company granted 450,000 shares of common stock for services. The shares were valued at $0.015, for total non-cash expense of $6,750.

Refer to Note 8 for shares sold to a related party.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

On April 13, 2021, the Company entered into an agreement with Foster S. Zeiders, one of the owners of the Calihoma Partners LLC (“Fosters’). Per the terms of the agreement Foster will transfer to NMEX Natural Gas LLC, (a subsidiary of the Company still to be created), all of his interest, including but not limited to a 35% back-in after payout interest in Calihoma Partners LLC which has 60% ownership in West Lenapah Project including the assets and project definition as described in the agreement. Foster agreed to transfer one hundred (100%) percent of his membership interests in Calihoma Partners LLC, in exchange for 5,000,000 shares of common stock to be issued to him and an additional 5,000,000 shares to be issued pursuant to a specified timeframe.

During the initial period of this Agreement if either party hereto for reasonable cause determines that membership interests in Calihoma Partners LLC should no longer be held by NMEX Natural Gas LLC. Foster shall exchange his shares in Northern for the membership interests in NMEX Natural Gas LLC, and Northern will convey such membership interests to Foster in exchange for his stock in Northern, and NMEX Natural Gas LLC shall become wholly owned by Foster. Foster shall serve as Manager of NMEX Natural Gas LLC until Northern determines to convey the interest in Calihoma Partners or one year whichever is shorter. As of July 31, 2023, the initial 5,000,000 shares of common stock were issued but not outstanding, however, 4,750,000 shares will be returned to the Company.

NOTE 8 — RELATED PARTY TRANSACTIONS

For the years ended July 31, 2023 and 2022, total payments of $72,000 and $71,000, respectively, were made to Noel Schaefer, a Director of the Company, for consulting services. As of July 31, 2023 and 2022, there is $26,500 and $26,500 credited to accounts payable.

As of July 31, 2023 and 2022, there is $0 and $1,900, respectively, credited to accounts payable for amounts due to Rachel Boulds, CFO, for consulting services.

On January 9, 2023, Ivan Webb, CEO, advanced the Company $5,000. The advance was intended as a short term, non-interest bearing and due on demand. The advance was repaid on March 13, 2023.

During the year ended July 31, 2023, Mr. Webb purchased 500,000 shares of common stock for $10,000.

During the year ended July 31, 2023, Mr. Miranda purchased 1,666,667 shares of common stock for $25,000.

F-9

On July 24, 2023, the Company granted 700,000 shares of common stock for services to Mr. Webb. The shares were valued at $0.015, for total non-cash expense of $10,500.

On July 24, 2023, the Company granted 150,000 shares of common stock for services to Ms. Boulds. The shares were valued at $0.015, for total non-cash expense of $2,250.

On July 24, 2023, the Company granted 750,000 shares of common stock for services to Mr. Miranda. The shares were valued at $0.015, for total non-cash expense of $11,250.

NOTE 9 — 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 21% is being used.

The provision for Federal income tax consists of the following July 31:

	2023			2022
Federal income tax benefit attributable to:
Current Operations	$	4,900		$	31,300
Other nondeductible expenses		(37,700	)		3,400
Less: valuation allowance		32,800			(34,700	)
Net provision for Federal income taxes	$	—		$	—

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:

	2023			2022
Deferred tax asset attributable to:
Net operating loss carryover	$	148,800		$	108,200
Less: valuation allowance		(148,800	)		(108,200	)
Net deferred tax asset	$	—		$	—

At July 31, 2023, the Company had net operating loss carry forwards of approximately $572,000 that maybe offset against future taxable income. No tax benefit has been reported in the July 31, 2023 or 2022 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

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 21% effective January 1, 2018. For certain deferred tax assets and deferred tax liabilities.

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, 2023, 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)

NOTE 10 — SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that there are no material subsequent events to disclose other than the following.

Subsequent to July 31, 2023, Mr. Miranda purchased 1,668,667 shares of common stock for $25,000.

F-10

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, 2023, 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, 2023.

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.

11

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, 2023, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

None

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 qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Age	Position with the Company	Date Appointed
Noel Schaefer	68	Chief Operating Officer, Secretary & Director	July 6, 2018
Victor Miranda	40	Director	July 6, 2018
Ivan Webb	72	President & Chief Executive Officer	July 6, 2018
Rachel Boulds	53	Chief Financial Officer	February 7, 2020

Noel Schaefer, Director, Secretary & Chief Operations Officer, (“COO”) 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.

Victor Miranda, Director, is the CEO of an insurance broker firm, passionate about ventures developing USA/MEXICO cross border opportunities. He has 15 years of hands on experience in the sales management for the financial sector, with particular focus on developing a savers culture through employee benefits, and 7 years developing successful real estate development projects in Quintana Roo. Quintana Roo is the State in Mexico where the Pemer Bacalar property is located.

Ivan Webb, Chief Executive Officer, is a seasoned and successful entrepreneur, with over 35 years of experience in the oil and gas industry internationally and in the United States. He is experienced with acquiring oil and gas concessions and leases, drilling of new wells and reworking/ re-completing existing wells, production management, working with service companies and regulatory compliance. Internationally, he has successfully leased more than 18,000,000 acres. Domestically he has been involved with the acquisition and or management of more than 250 wells in Kansas, Oklahoma and Texas.

12

Mr. Webb has also over 30 years of experience in managing or assisting public companies in both the US and Canada with regulatory compliance. His public company experience includes assisting companies with initial public offerings, reverse mergers, obtaining listings, and assisting with ongoing regulatory compliance.

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.

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.

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Director Independence

We currently act with two directors, Noel Schaefer and Victor Miranda. 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 sole director is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our sole director does 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 the sole director. 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 summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non- Equity Incentive Plan Compensa- tion ($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

All Other Compensa- tion ($)

Total ($

Noel Schaefer

2023

$

72,000

N/A

N/A

N/A

N/A

N/A

N/A

$

72,000

Chief Operating Officer & Director

2022

$

72,000

N/A

N/A

N/A

N/A

N/A

N/A

$

72,000

Victor Miranda

2023

N/A

N/A

11,250

N/A

N/A

N/A

N/A

$

11,250

Director

2022

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Ivan Web)

2023

$

0

N/A

10,500

N/A

N/A

N/A

N/A

$

10,500

Chief Executive Officer & Director

2022

$

0

N/A

N/A

N/A

N/A

N/A

N/A

$

0

Rachel Boulds

2023

$

26,400

N/A

2,250

N/A

N/A

N/A

N/A

$

28,650

Chief Financial Officer

2022

$

26,400

N/A

N/A

N/A

N/A

N/A

N/A

$

26,400

Noel Schaefer was appointed Chief Operating Officer on July 6, 2018.

Victor Miranda was Chief Financial Officer from July 6, 2018 until February 7, 2020.

Ivan Webb was appointed Vice President on March 16, 2015 and on July 6, 2018 was appointed Chief Executive Officer

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.

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Outstanding Equity Awards at Fiscal Year End

For the year ended July 31, 2023, 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

No member of our Board of Directors received any compensation for his services as a director during the year ended July 31, 2023 and 2022, other than stock for services in the amount of $11,250

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of October 10, 2023, 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 Ownership(1)		Percent of Class(2)
Ivan Webb, Chief Executive Officer	Common stock		3,564,350		4.0	%
Noel Schaefer, Chief Operating Officer, Secretary & Director	Common stock		2,000,000		2.2	%
Victor Miranda, Director	Common stock		12,783,333		14.4	%
Rachel Boulds, CFO	Common stock		150,000		0.2	%
All officers and director as a group (4 persons)	Common stock		18,497,683		26.8	%
Labrador Capital SAPI CV (3)	Common stock		5,000,000		5.6	%
Starcom SA DE CV	Common stock		5,000,000		5.6	%
All others as a group (2 persons)			10,000,000		10.12	%

(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 89,059,357 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

On January 9, 2023, Ivan Webb, CEO, advanced the Company $5,000. The advance was intended as a short term, non-interest bearing and due on demand. The advance was repaid on March 13, 2023.

During the year ended July 31, 2023, Mr. Webb purchased 500,000 shares of common stock for $10,000.

On July 24, 2023, the Company granted 700,000 shares of common stock for services to Mr. Webb. The shares were valued at $0.015, for total non-cash expense of $10,500.

On July 24, 2023, the Company granted 150,000 shares of common stock for services to Ms. Boulds. The shares were valued at $0.015, for total non-cash expense of $2,250.

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On July 24, 2023, the Company granted 750,000 shares of common stock for services to Mr. Miranda. The shares were valued at $0.015, for total non-cash expense of $11,250.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed for the most recently completed fiscal year ended July 31, 2023 and 2022 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, 2023		July 31, 2022
Audit Fees	$	26,500	$	34,000
Audit Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	26,500	$	34,000

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	Section 302 Certification under Sarbanes-Oxley Act of 2002.
31.2	Section 302 Certification under Sarbanes-Oxley Act of 2002.
32.1	Section 906 Certification under Sarbanes-Oxley Act of 2002.
(101)	Interactive Data File (Form 10-K for the Year Ended July 31, 2023)
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)

16

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:  October 30, 2023	/s/ Ivan Webb
	Ivan Webb
	Chief Executive Officer
	/s/ Noel Schaefer
	Noel Schaefer
	Chief Operating Officer & Director
	/s/ Victor Miranda
	Victor Miranda
	Director
	/s/ Rachel Boulds
	Rachel Boulds
	Chief Financial Officer

17

EX-31.1

EXHIBIT 31.1

Certification of Chief Financial Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002-Rule 13a-14(a)/15d –14(a)

I, Rachel Boulds, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended July 31, 2023, for Northern Minerals & Exploration Ltd. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 30, 2023

/s/ Rachel Boulds

Rachel Boulds

Chief Financial Officer

EX-31.2

EXHIBIT 31.2

Certification of Chief Executive Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002-Rule 13a-14(a)/15d –14(a)

I, Ivan Webb, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended July 31, 2023 for Northern Minerals & Exploration Ltd. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 30, 2023

/s/ Ivan Webb

Ivan Webb

Chief Executive Officer

EX-32.1

EXHIBIT 32.1

Certification of Periodic Financial Reports

Pursuant to 18 U.S.C. Section 1350

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned hereby certify that they are the duly appointed and acting Chief Executive Officer and Chief Financial Officer of Northern Minerals & Exploration Ltd., and hereby further certify as follows:

1. The annual report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934.

2. The information contained in the annual report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

In witness whereof, the undersigned have executed and delivered this certificate as of the date set forth opposite their signatures below.

Date: October 30, 2023	/s/ Ivan Webb
	Ivan Webb
	Chief Executive Officer

Date: October 30, 2023	/s/ Rachel Boulds
	Rachel Boulds
	Chief Financial Officer

XML

Document And Entity Information - USD ($)	12 Months Ended
	Jul. 31, 2023	Oct. 10, 2023	Jan. 31, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Jul. 31, 2023
Document Transition Report	false
Entity File Number	333-146934
Entity Registrant Name	NORTHERN MINERALS & EXPLORATION LTD.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	98-0557171
Entity Address, Address Line One	881 West State Road
Entity Address, City or Town	Pleasant Grove
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84062
City Area Code	801
Local Phone Number	885-9260
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 11,279,100
Entity Common Stock, Shares Outstanding (in shares)		89,059,357
Auditor Name	Haynie & Company
Auditor Location	Salt Lake City, Utah
Auditor Firm ID	457
Entity Central Index Key	0001415744
Current Fiscal Year End Date	--07-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Jul. 31, 2023	Jul. 31, 2022
Current Assets:
Cash	$ 6,900	$ 25,813
Total Current Assets	6,900	25,813
TOTAL ASSETS	6,900	25,813
Current Liabilities:
Accrued liabilities	27,152	305,413
Total Current Liabilities	268,016	461,177
TOTAL LIABILITIES	268,016	461,177
Commitments and Contingencies
Stockholders’ Deficit:
Preferred stock, $0.001 par value, 50,000,000 shares authorized; no shares issued	0	0
Common stock, $0.001 par value, 250,000,000 shares authorized; 82,509,357 shares issued, 89,059,357 and 82,509,357 shares outstanding as of July 31, 2023 and July 31, 2022, respectively	89,059	82,509
Common stock to be issued	30,000	0
Additional paid-in-capital	2,987,668	2,873,468
Accumulated deficit	(3,367,843)	(3,391,341)
Total Stockholders’ Deficit	(261,116)	(435,364)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	6,900	25,813
Nonrelated Party [Member]
Current Liabilities:
Accounts payable	43,364	48,364
Loans Payable, Current	171,000	79,000
Related Party [Member]
Current Liabilities:
Accounts payable	$ 26,500	$ 28,400

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Jul. 31, 2023	Jul. 31, 2022
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized (in shares)	50,000,000	50,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized (in shares)	250,000,000	250,000,000
Common Stock, Shares, Issued (in shares)	93,809,357	87,509,357
Common Stock, Shares, Outstanding (in shares)	89,059,357	82,509,357
Common Stock, Shares, Outstanding (in shares)	89,059,357	82,509,357

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ / shares in Thousands	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Operating expenses:
Officer compensation	$ 39,150	$ 26,400
Consulting – related party	72,000	65,000
Professional fees	27,150	35,615
Director services	11,250	0
General and administrative expenses	32,159	25,487
Total operating expenses	181,709	152,502
Loss from operations	(181,709)	(152,502)
Other income (expense):
Interest expense	(7,192)	(15,235)
Other income	1,946	2,287
Gain on forgiveness of debt	210,453	17,167
Loss on conversion of debt	(0)	1,000
Total other income (expense)	205,207	3,219
Loss before provision for income taxes	23,498	(149,283)
Provision for income taxes	0	0
Net Loss	$ 23,498	$ (149,283)
Net loss per share, basic and diluted (in dollars per share)	$ 0	$ (0)
Weighted average number of common shares outstanding, basic and diluted (in shares)	82,759,357	77,905,754

XML

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock Outstanding [Member] Nonrelated Party [Member]	Common Stock Outstanding [Member] Related Party [Member]	Common Stock Outstanding [Member]	Additional Paid-in Capital [Member] Nonrelated Party [Member]	Additional Paid-in Capital [Member] Related Party [Member]	Additional Paid-in Capital [Member]	Common Stock to be Issued [Member] Nonrelated Party [Member]	Common Stock to be Issued [Member] Related Party [Member]	Common Stock to be Issued [Member]	Retained Earnings [Member] Nonrelated Party [Member]	Retained Earnings [Member] Related Party [Member]	Retained Earnings [Member]	Common Stock [Member]	Nonrelated Party [Member]	Related Party [Member]	Total
Balance (in shares) at Jul. 31, 2021			72,818,338
Balance at Jul. 31, 2021			$ 72,819			$ 2,555,016			$ 18,000			$ (3,242,058)				$ (596,223)
Common stock issued for cash (in shares)	1,633,336	5,533,333
Common stock issued for cash	$ 1,633	$ 5,533		$ 50,917	$ 160,467		$ 0	$ (18,000)		$ 0	$ 0			$ 52,550	$ 148,000
Common stock issued for conversion of debt and accrued interest (in shares)	945,000	1,579,350
Common stock issued for conversion of debt and accrued interest	$ 945	$ 1,579		53,455	53,513		0	0		0	0			54,400	55,092
Net loss						0			0			(149,283)	$ 0			(149,283)
Balance (in shares) at Jul. 31, 2022			82,509,357
Balance at Jul. 31, 2022			$ 82,509			2,873,468			0			(3,391,341)				(435,364)
Contributed capital						100			0			0	$ 0			100
Common stock issued for cash (in shares)	4,000,000	1,600,000
Common stock issued for cash	$ 4,000	$ 1,600		76,000	22,400		5,000	0		0	0			85,000	24,000
Common stock issued for conversion of debt and accrued interest (in shares)	450,000	500,000
Common stock issued for conversion of debt and accrued interest	$ 450	$ 500		$ 6,300	$ 9,500		$ 0	$ 25,000		$ 0	$ 0			$ 6,750	$ 35,000
Net loss			$ 0			0			0			23,498				23,498
Balance (in shares) at Jul. 31, 2023			89,059,357
Balance at Jul. 31, 2023			$ 89,059			$ 2,987,668			$ 30,000			$ (3,367,843)				$ (261,116)

XML

Condensed Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ 23,498	$ (149,283)
Adjustments to reconcile net loss to net cash used in Operating activities:
Gain on forgiveness of debt	(210,453)	(17,167)
Loss on conversion of debt	(0)	1,000
Changes in Operating Assets and Liabilities:
Accounts receivable	5,000	(9,189)
Accounts payable – related party	5,000	(9,189)
Net cash used in operating activities	(145,913)	(165,704)
Cash Flows used in Investing Activities:	0
Cash Flows from Financing Activities:
Proceeds from loan payable	7,000	5,000
Proceeds from loan payable - related party	5,000	0
Repayment of loan payable - related party	5,000	(0)
Repayment of loan payable	(0)	15,000
Proceeds from the sale of common stock	85,000	200,550
Net cash provided by financing activities	127,000	190,550
Net change in cash	(18,913)	24,846
Cash at beginning of the period	25,813	967
Cash at end of the period	6,900	25,813
Cash paid during the period for:
Interest	0	0
Taxes	0	0
Conversion of Debt and Accrued Interest [Member]
Supplemental disclosure of non-cash activity:
Conversion of debt and accrued interest	0	108,491
Related Party [Member]
Adjustments to reconcile net loss to net cash used in Operating activities:
Common stock issued for services – related party	24,000	0
Changes in Operating Assets and Liabilities:
Accounts receivable	(1,900)	(6,300)
Accounts payable – related party	(1,900)	(6,300)
Nonrelated Party [Member]
Adjustments to reconcile net loss to net cash used in Operating activities:
Common stock issued for services – related party	6,750	0
Changes in Operating Assets and Liabilities:
Accounts receivable	7,192	15,235
Accounts payable – related party	7,192	15,235
Cash Flows from Financing Activities:
Proceeds from the sale of common stock	$ 35,000	$ 0

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Note 1 - Organization and Business Operations

12 Months Ended

Jul. 31, 2023

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

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.

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

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

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

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

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Note 2 - Significant Accounting Policies

12 Months Ended

Jul. 31, 2023

Notes to Financial Statements

Significant Accounting Policies [Text Block]

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (US GAAP).

Use of estimates

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

Cash and Cash Equivalents

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of July 31, 2023 and 2022.

Principles of Consolidation

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

Mineral Property Acquisition and Exploration Costs

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

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. Although the Company has recognized minimal levels of production and revenue in the past, none of its property have proved reserves. Therefore, the Company’s properties are designated as unproved properties.

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.

Basic and Diluted Earnings Per Share

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

For the year ended July 31, 2023, the Company had no potentially dilutive shares of common stock. For the year ended July 31, 2022, the Company had 1,911,330 of potentially dilutive shares from warrants, which have since all expired. The diluted loss per share is the same as the basic loss per share for the year ended July 31, 2022, as the inclusion of any potential shares would have had an antidilutive effect due to our loss from operations.

Recently issued accounting pronouncements

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.

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Note 3 - Going Concern

12 Months Ended

Jul. 31, 2023

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

NOTE 3 — GOING CONCERN

The accompanying unaudited financial statements are prepared and presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, they do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Since inception to July 31, 2023, the Company has an accumulated deficit of $3,367,843. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Note 4 - Winnemucca Mountain Property

12 Months Ended

Jul. 31, 2023

Notes to Financial Statements

Business Combinations Policy [Policy Text Block]

NOTE 4 — WINNEMUCCA MOUNTAIN PROPERTY

On September 14, 2012, we entered into an option agreement with AHL Holdings Ltd., and Golden Sands Exploration Inc. (“Optionors”), wherein we acquired an option to purchase an 80% interest in and to certain mining claims, which claims form the Winnemucca Mountain Property in Humboldt County, Nevada (“Property”).

On July 23, 2018, the Company entered into a New Option Agreement with the Optionors. This agreement provided for the payment of $25,000 and the issuance of 3,000,000 shares of the Company’s common stock and work commitments. The Company issued the shares and made the initial payment of $25,000 per the terms of the July 31, 2018 agreement. The second payment of $25,000 per the terms of the agreement was not paid when it became due on August 31, 2018, causing the Company to default on the terms of the July 23, 2018 agreement.

On March 25, 2019, the Company entered into a New Option Agreement with the Optionors. As stated in the New Option Agreement the Company has agreed to certain terms and conditions to have the right to earn an 80% interest in the Property, these terms include cash payments, issuance of common shares of the Company and work commitments.

The Company’s firm commitments per the March 25, 2019, option agreement total $381,770 of which cash payments total $181,770 and a firm work commitment of $200,000. These commitments include payments for rentals payable to BLM and also for the staking of new claims adjoining the existing claims. The work commitment was to be conducted prior to December 31, 2020. During the year ended July 31, 2021, the Company received notice from the Optionors of the current amount due resulting in the reduction of the liability to $285,453.

The Company has received notice from the Optionors, effective October 27, 2020, that its Option Agreement to earn an interest in the Winnemucca Mountain Gold Property has been terminated for being in default of certain terms and conditions of the Agreement. 

On June 1, 2023, the Company, and Golden Sands Exploration Inc, entered into a Settlement and Promissory Note Agreement for the outstanding amount due under the Winnemucca Option Agreement. Per the terms of the agreement the amount owing is reduced to $85,000. The Company issued a Promissory Note (“Note”) to Golden Sands Exploration Inc, for $85,000, dated June 1, 2023. The note bears interest at 6% and matures on June 1, 2026. Interest is to be paid quarterly with the first payment due on or before September 1, 2023. As a result of the settlement the Company recognized a gain of $210,453 for the year ended July 31, 2023.

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Note 5 - Loans Payable

12 Months Ended

Jul. 31, 2023

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE 5 — LOANS PAYABLE

On October 20, 2017, the Company executed a convertible promissory note for $25,000 with a third party. The note accrues interest at 6%, matures in two years and is convertible into shares of common stock at maturity, at a minimum of $0.10 per share, at the option of the holder. During the year ended July 31, 2022, the note holder converted the $25,000 of principal and $6,000 of interest into 310,000 shares of common stock.

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, 2023, there is $15,000 and $7,875 of principal and accrued interest, respectively, due on this loan. As of July 31, 2022, there was $15,000 and $6,375 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

On June 11, 2020, a third party loaned the Company $14,000. On March 3, 2021, the party loaned another $5,000 to the Company. During the year ended July 31, 2022, the Company repaid $15,000 of the loan. During the year ended July 31, 2023, the Company borrowed an additional $7,000. The loan is unsecured, non-interest bearing and due on demand. As of July 31, 2023, there is a balance due of $11,000.

During the year ended July 31, 2020, a third party loaned the Company $60,000. The loan is unsecured, bears interest at 8% per annum and matures on September 1, 2021. As of July 31, 2023, there is $18,425 of interest accrued on this note. This note is in default.

On June 1, 2023, the Company issued a Promissory Note to Golden Sands Exploration Inc, for $85,000. The note bears interest at 6% and matures on June 1, 2026. Interest is to be paid quarterly with the first payment due on or before September 1, 2023.

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Note 6 - Common Stock Transaction

12 Months Ended

Jul. 31, 2023

Notes to Financial Statements

Equity [Text Block]

NOTE 6 — COMMON STOCK TRANSACTION

On September 30, 2021, a note holder converted the $15,000 of principal and $2,400 of interest into 435,000 shares of common stock.

On September 30, 2021, a note holder converted the $31,000 of principal into 310,000 shares of common stock.

During the year ended July 31, 2022, the Company sold 50,000 shares of common stock at $0.10 per share for total cash proceeds of $5,000.

During the year ended July 31, 2022, the Company sold 1,583,336 shares of common stock at $0.03 per share for total cash proceeds of $47,550.

On July 20, 2022, an individual converted a $5,000 loan payable into 200,000 shares of common stock. The shares were valued at $0.03, the closing price on the date of conversion, resulting in the recognition of a $1,000 loss on conversion.

During the year ended July 31, 2023, the Company sold 4,333,334 shares of common stock for total cash proceeds of $85,000. As of July 31, 2023, 333,334 shares have not yet been issued by the transfer agent and are disclosed as $5,000 common stock to be issued.

On July 24, 2023, the Company granted 450,000 shares of common stock for services. The shares were valued at $0.015, for total non-cash expense of $6,750.

Refer to Note 8 for shares sold to a related party.

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Note 7 - Commitments and Contingencies

12 Months Ended

Jul. 31, 2023

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE 7 — COMMITMENTS AND CONTINGENCIES

On April 13, 2021, the Company entered into an agreement with Foster S. Zeiders, one of the owners of the Calihoma Partners LLC (“Fosters’). Per the terms of the agreement Foster will transfer to NMEX Natural Gas LLC, (a subsidiary of the Company still to be created), all of his interest, including but not limited to a 35% back-in after payout interest in Calihoma Partners LLC which has 60% ownership in West Lenapah Project including the assets and project definition as described in the agreement. Foster agreed to transfer one hundred (100%) percent of his membership interests in Calihoma Partners LLC, in exchange for 5,000,000 shares of common stock to be issued to him and an additional 5,000,000 shares to be issued pursuant to a specified timeframe.

During the initial period of this Agreement if either party hereto for reasonable cause determines that membership interests in Calihoma Partners LLC should no longer be held by NMEX Natural Gas LLC. Foster shall exchange his shares in Northern for the membership interests in NMEX Natural Gas LLC, and Northern will convey such membership interests to Foster in exchange for his stock in Northern, and NMEX Natural Gas LLC shall become wholly owned by Foster. Foster shall serve as Manager of NMEX Natural Gas LLC until Northern determines to convey the interest in Calihoma Partners or one year whichever is shorter. As of July 31, 2023, the initial 5,000,000 shares of common stock were issued but not outstanding, however, 4,750,000 shares will be returned to the Company.

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Note 8 - Related Party Transactions

12 Months Ended

Jul. 31, 2023

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

NOTE 8 — RELATED PARTY TRANSACTIONS

For the years ended July 31, 2023 and 2022, total payments of $72,000 and $71,000, respectively, were made to Noel Schaefer, a Director of the Company, for consulting services. As of July 31, 2023 and 2022, there is $26,500 and $26,500 credited to accounts payable.

As of July 31, 2023 and 2022, there is $0 and $1,900, respectively, credited to accounts payable for amounts due to Rachel Boulds, CFO, for consulting services.

On January 9, 2023, Ivan Webb, CEO, advanced the Company $5,000. The advance was intended as a short term, non-interest bearing and due on demand. The advance was repaid on March 13, 2023.

During the year ended July 31, 2023, Mr. Webb purchased 500,000 shares of common stock for $10,000.

During the year ended July 31, 2023, Mr. Miranda purchased 1,666,667 shares of common stock for $25,000.

On July 24, 2023, the Company granted 700,000 shares of common stock for services to Mr. Webb. The shares were valued at $0.015, for total non-cash expense of $10,500.

On July 24, 2023, the Company granted 150,000 shares of common stock for services to Ms. Boulds. The shares were valued at $0.015, for total non-cash expense of $2,250.

On July 24, 2023, the Company granted 750,000 shares of common stock for services to Mr. Miranda. The shares were valued at $0.015, for total non-cash expense of $11,250.

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Note 9 - Income Tax

12 Months Ended

Jul. 31, 2023

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE 9 — 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 21% is being used.

The provision for Federal income tax consists of the following July 31:

	2023			2022
Federal income tax benefit attributable to:
Current Operations	$	4,900		$	31,300
Other nondeductible expenses		(37,700	)		3,400
Less: valuation allowance		32,800			(34,700	)
Net provision for Federal income taxes	$	—		$	—

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:

	2023			2022
Deferred tax asset attributable to:
Net operating loss carryover	$	148,800		$	108,200
Less: valuation allowance		(148,800	)		(108,200	)
Net deferred tax asset	$	—		$	—

At July 31, 2023, the Company had net operating loss carry forwards of approximately $572,000 that maybe offset against future taxable income. No tax benefit has been reported in the July 31, 2023 or 2022 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

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 21% effective January 1, 2018. For certain deferred tax assets and deferred tax liabilities.

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, 2023, 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)

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Note 10 - Subsequent Events

12 Months Ended

Jul. 31, 2023

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE 10 — SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that there are no material subsequent events to disclose other than the following.

Subsequent to July 31, 2023, Mr. Miranda purchased 1,668,667 shares of common stock for $25,000.

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Significant Accounting Policies (Policies)

12 Months Ended

Jul. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies [Text Block]

Basis of presentation

The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (US GAAP).

Use of Estimates, Policy [Policy Text Block]

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, Policy [Policy Text Block]

Cash and Cash Equivalents

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of July 31, 2023 and 2022.

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

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

Industry-Specific Policies, Oil and Gas [Policy Text Block]

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 Policy [Policy Text Block]

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. Although the Company has recognized minimal levels of production and revenue in the past, none of its property have proved reserves. Therefore, the Company’s properties are designated as unproved properties.

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 [Policy Text Block]

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.

Earnings Per Share, Policy [Policy Text Block]

Basic and Diluted Earnings Per Share

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

For the year ended July 31, 2023, the Company had no potentially dilutive shares of common stock. For the year ended July 31, 2022, the Company had 1,911,330 of potentially dilutive shares from warrants, which have since all expired. The diluted loss per share is the same as the basic loss per share for the year ended July 31, 2022, as the inclusion of any potential shares would have had an antidilutive effect due to our loss from operations.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently issued accounting pronouncements

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.

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Note 9 - Income Tax (Tables)

12 Months Ended

Jul. 31, 2023

Notes Tables

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	2023			2022
Federal income tax benefit attributable to:
Current Operations	$	4,900		$	31,300
Other nondeductible expenses		(37,700	)		3,400
Less: valuation allowance		32,800			(34,700	)
Net provision for Federal income taxes	$	—		$	—

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	2023			2022
Deferred tax asset attributable to:
Net operating loss carryover	$	148,800		$	108,200
Less: valuation allowance		(148,800	)		(108,200	)
Net deferred tax asset	$	—		$	—

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Note 2 - Significant Accounting Policies (Details Textual) - shares	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	0	1,911,330

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Note 3 - Going Concern (Details Textual) - USD ($)	Jul. 31, 2023	Apr. 30, 2023	Jul. 31, 2022
Retained Earnings (Accumulated Deficit)	$ 3,367,843	$ 3,367,843	$ 3,391,341

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Note 4 - Winnemucca Mountain Property (Details Textual) - USD ($)	Aug. 31, 2018	Jul. 31, 2018	Jul. 23, 2018	Jun. 01, 2023	Jul. 31, 2021	Mar. 25, 2019	Sep. 14, 2012
Promissory Note [Member] | Golden Sands Exploration, Inc [Member] | Settlement and Promissory Note Agreement [Member]
Debt Instrument, Interest Rate, Stated Percentage				6.00%
Winnemucca Mountain Property [Member]
Business Acquisition, Percentage of Voting Interests Acquired						80.00%	80.00%
Payments to Acquire Businesses, Gross	$ 25,000	$ 25,000	$ 25,000
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable			$ 3,000,000
Winnemucca Mountain Property [Member] | New Option Agreement [Member]
Other Commitment				$ 85,000	$ 285,453	$ 381,770
Winnemucca Mountain Property [Member] | New Option Agreement [Member] | Cash Payments [member]
Other Commitment						181,770
Winnemucca Mountain Property [Member] | New Option Agreement [Member] | Firm Commitments [Member]
Other Commitment						$ 200,000

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Note 5 - Loans Payable (Details Textual)		12 Months Ended
	Apr. 16, 2017 USD ($)	Jul. 31, 2022 USD ($)	Jul. 31, 2023 USD ($)	Jun. 01, 2023 USD ($)	Jul. 31, 2021 USD ($)	Mar. 03, 2021 USD ($)	Jul. 31, 2020 USD ($)	Jun. 11, 2020 USD ($)	Mar. 25, 2019 USD ($)	Oct. 20, 2017 USD ($) $ / shares
Unsecured Debt		$ 11,000	$ 7,000
Repayments of Unsecured Debt		15,000
Winnemucca Mountain Property [Member] | New Option Agreement [Member]
Other Commitment				$ 85,000	$ 285,453				$ 381,770
Convertible Promissory Note [Member]
Debt Instrument, Face Amount		25,000								$ 25,000
Debt Instrument, Interest Rate, Stated Percentage										6.00%
Debt Instrument, Convertible, Conversion Price | $ / shares										$ 0.10
Interest Payable		$ 6,000
Debt Instrument, Convertible, Number of Equity Instruments		310,000
Promissory Note [Member]
Interest Payable	$ 3,000	$ 7,875			6,375
Notes Payable	$ 15,000	15,000			$ 15,000
Debt Instrument, Term	2 years
Unsecured Debt						$ 5,000		$ 14,000
Promissory Note [Member] | Golden Sands Exploration, Inc [Member] | Settlement and Promissory Note Agreement [Member]
Debt Instrument, Interest Rate, Stated Percentage				6.00%
July 31, 2020 Unsecured Note [Member]
Debt Instrument, Interest Rate, Stated Percentage							8.00%
Interest Payable		$ 18,425
Unsecured Debt							$ 60,000

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Note 6 - Common Stock Transaction (Details Textual) - USD ($)				12 Months Ended
	Jul. 24, 2023	Jul. 20, 2022	Sep. 30, 2021	Jul. 31, 2023	Jul. 31, 2022	Jul. 01, 2023
Sale of Stock, Number of Shares Issued in Transaction				4,333,334
Proceeds from Sale of Treasury Stock				$ 85,000
Gain (Loss) on Extinguishment of Debt				$ 210,453	$ 17,167
Common Stock, Shares Not Issued						333,334
Stock Issued During Period, Shares, Issued for Services	450,000
Shares Issued, Price Per Share	$ 0.015
Stock Issued During Period, Value, Issued for Services	$ 6,750
First Issuance of Common Stock [Member]
Sale of Stock, Number of Shares Issued in Transaction					50,000
Sale of Stock, Price Per Share					$ 0.10
Proceeds from Sale of Treasury Stock					$ 5,000
Second Issuance of Common Stock [Member]
Sale of Stock, Number of Shares Issued in Transaction					1,583,336
Sale of Stock, Price Per Share					$ 0.03
Proceeds from Sale of Treasury Stock					$ 47,550
Conversion of Promissory Note [Member]
Debt Conversion, Original Debt, Amount		$ 5,000	$ 15,000
Interest Payable			$ 2,400
Debt Conversion, Converted Instrument, Shares Issued		200,000	435,000
Share Price		$ 0.03
Gain (Loss) on Extinguishment of Debt		$ 1,000
Conversion of Convertible Debt [Member]
Debt Conversion, Original Debt, Amount			$ 31,000
Debt Conversion, Converted Instrument, Shares Issued			310,000

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Note 7 - Commitments and Contingencies (Details Textual) - shares		12 Months Ended
	Apr. 13, 2021	Jul. 31, 2023
Common Stock, Number Of Shares Retuned To The Company (in shares)		4,750,000
Calihoma Partners LLC [Member] | West Lenapah Project [Member]
Equity Method Investment, Ownership Percentage	60.00%
Calihoma Partners LLC [Member]
Business Acquisition, Percentage of Ownership Membership Interests Transferred	100.00%
Calihoma Partners LLC [Member] | Scenario, Plan [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	5,000,000
Calihoma Partners LLC [Member] | Common Stock to be Issued [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	5,000,000	5,000,000
Calihoma Partners LLC [Member] | NMEX Natural Gas LLC [Member]
Business Acquisition, Percentage of Voting Interests Acquired	35.00%

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Note 8 - Related Party Transactions (Details Textual) - USD ($)		12 Months Ended
	Jul. 24, 2023	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2021	Jan. 09, 2023
Stock Issued During Period, Shares, Issued for Services	450,000
Shares Issued, Price Per Share	$ 0.015
Stock Issued During Period, Value, Issued for Services	$ 6,750
Chief Financial Officer [Member]
Noninterest-Bearing Deposit Liabilities					$ 5,000
Chief Executive Officer [Member] | Common Stock to be Issued [Member]
Stock Issued During Period, Shares, New Issues		500,000
Stock Issued During Period, Value, New Issues		$ 10,000
Mr Webb [Member]
Stock Issued During Period, Shares, Issued for Services	700,000
Shares Issued, Price Per Share	$ 0.015
Stock Issued During Period, Value, Issued for Services	$ 10,500
Ms Boulds [Member]
Stock Issued During Period, Shares, Issued for Services	150,000
Shares Issued, Price Per Share	$ 0.015
Stock Issued During Period, Value, Issued for Services	$ 2,250
Mr Miranda [Member]
Stock Issued During Period, Shares, Issued for Services	750,000
Shares Issued, Price Per Share	$ 0.015
Stock Issued During Period, Value, Issued for Services	$ 11,250
Consulting Services [Member] | Director [Member]
Costs and Expenses			$ 72,000	$ 71,000
Accounts Payable			26,500	26,500
Consulting Services [Member] | Chief Financial Officer [Member]
Accounts Payable			$ 0	$ 1,900

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Note 9 - Income Tax (Details Textual) - USD ($)		12 Months Ended
	Jan. 01, 2018	Jul. 31, 2023
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%	21.00%
Operating Loss Carryforwards		$ 572,000

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Note 9 - Income Tax - Schedule of Provision for Income tax (Details) - USD ($)	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2021
Federal income tax benefit attributable to:
Current Operations		$ 4,900	$ 31,300
Other nondeductible expenses		(37,700)	3,400
Less: valuation allowance		32,800	(34,700)
Net provision for Federal income taxes	$ 0	$ 0	$ 0

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Note 9 - Income Tax - Schedule of Deferred Tax Assets (Details) - USD ($)	Jul. 31, 2022	Jul. 31, 2021
Federal income tax benefit attributable to:
Net operating loss carryover	$ 148,800	$ 108,200
Less: valuation allowance	(148,800)	(108,200)
Net deferred tax asset	$ 0	$ 0