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NMEX 10-K & 10-Q changes, risk factors and insider trading

Northern Minerals & Exploration Ltd. · OTC · Gold And Silver Ores · CIK 1415744 · All filings on SEC.gov

Everything below is quoted or computed from Northern Minerals & Exploration Ltd.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

0 / 0risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2025-11-17 (period ending 2025-07-31) with 10-K filed 2024-10-29 (period ending 2024-07-31).

Risk Factors (10-K Item 1A)

0new paragraphs
0removed paragraphs
0reworded paragraphs
32 → 32words in section

The section in the latest 10-K reads in full:

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.

No wording changes found in this section.

Full comparison: every changed paragraph (0)

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Management's Discussion & Analysis (MD&A) (10-K Item 7)

5new paragraphs
7removed paragraphs
9reworded paragraphs
871 → 851words in section

New heading “Revenue and Cost of Revenue”

Removed heading “Director Services”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: default
“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, 2024, there is $23,265 of interest accrued on this note. This note is in default.”
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New text
“Revenue and Cost of Revenue”
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Removed text
“Director Services”
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Reworded topics: impairment

Paragraph as it now reads, with added and removed wording marked:

During the yearyears ended July 31, 2025 and 2024, we incurred $12,254 and $11,454 of interest expense.expense, increase of $800 or 7%. During the year ended July 31, 2023,2025, we had total other income of $205,207. We incurred interest expense of $7,192,recognized a $4,700 gain on forgivenessextinguishment of debt of $210,453, and othera incomeloss for impairment of $1,946.$140,744.
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Reworded topics: impairment

Paragraph as it now reads, with added and removed wording marked:

For the year ended July 31, 2024,2025 we had a net loss of $170,340$383,612 compared to net income of $23,498$170,340 for year ended July 31, 2023.2024. WeThe recognizedincrease to our net incomeloss is mainly attributed to our increase in theprofessional priorfee year due toand the gain on forgivenessrecognition of debtthe asimpairment discussed above.loss.
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Reworded

Paragraph as it now reads, with added and removed wording marked:

Net cash provided by financing activities was $152,500 for the year ended July 31, 2025 compared to $213,625 for the year ended July 31, 20242024. compared to $127,000 forDuring the year ended July 31, 2023.2025, we received $35,000 from the sale of common stock from a related party, $135,000 of loans from a related party, $125,000 from a third party and we repaid $30,000 of a note payable. During the year ended July 31, 2024, we received $213,625 from the sale of common stock, $125,000 of which was from a related party. 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.
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Full comparison: every changed paragraph (21)

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Added

Revenue and Cost of Revenue

Added

For the year ended July 31, 2025, we recognized $8,634 of revenue and $8,370 of expense for a gross margin of $264. During the fourth quarter the Company recognized its first revenues from the sale of oil and natural gas from its investment in Lost Creek Acquisitions LLC (Note 4). We did not recognize any revenue for the year ended July 31, 2024.

Removed

Revenue

Removed

We did not recognize any revenue for the years ended July 31, 2024 and 2023.

Reworded

Officer compensation was $26,400$27,600 and $39,150$26,400 for the years ended July 31, 20242025 and 2023,2024, respectively, aan decreaseincrease of $12,750$1,200 or 32.6%.4.5%. WeOfficer’s incurcompensation is paid to our CFO and has increased $200 a monthlymonth compensation expense of $2,200 for our CFO. Inin the priorcurrent fiscal year, we also recognized an additional $12,750 for stock compensation expense.period.

Reworded

Consulting – related party services were $76,700$75,450 and $72,000$76,700 for the years ended July 31, 20242025 and 2023,2024, respectively, ana increasedecrease of $4,700$1,250 or 6.5%.1.6%. Fees are paid to Noel Schaefer, Director, but are billed as consulting fees. InFor the currentyears yearended July 31, 2025 and 2024, we alsopaid incurredan $4,700additional of$3,450 consutlingand fees$4,700, fromrespectively, Mr.to Webb.our CEO for consulting fees.

Reworded

Professional fees were $33,850$81,770 and $27,150$33,850 for the years ended July 31, 20242025 and 2023,2024, respectively, an increase of $6,700,$47,920, or 24.7%.141.6%. Professional fees generally consist of legal and audit expenses. In the current year our audit and legal fees increased $6,000approximately and $700, respectively.$48,000.

Removed

Director Services

Removed

Compensation for director services was $0 and $11,250 for the years ended July 31, 2024 and 2023, respectively. In the prior fiscal year, we recognized $11,250 for stock compensation expense.

Reworded

General and administrative expenses were $21,936$50,758 and $32,159$21,936 for the years ended July 31, 20242025 and 2023,2024, respectively, aan decreaseincrease of $10,223$28,822 or 31.8%.131.4%. In the current periodyear awe majorityhad an increase of the$9,000 decreasefor wasweb due to decreaseddesign fees and we issued common stock for ourservices transfervalued agentat of $7,218 and State fees of $1,500.$19,000.

Reworded

Other expenseincome / expenses

Reworded

During the yearyears ended July 31, 2025 and 2024, we incurred $12,254 and $11,454 of interest expense.expense, increase of $800 or 7%. During the year ended July 31, 2023,2025, we had total other income of $205,207. We incurred interest expense of $7,192,recognized a $4,700 gain on forgivenessextinguishment of debt of $210,453, and othera incomeloss for impairment of $1,946.$140,744.

Reworded

For the year ended July 31, 2024,2025 we had a net loss of $170,340$383,612 compared to net income of $23,498$170,340 for year ended July 31, 2023.2024. WeThe recognizedincrease to our net incomeloss is mainly attributed to our increase in theprofessional priorfee year due toand the gain on forgivenessrecognition of debtthe asimpairment discussed above.loss.

Added

During the year ended July 31, 2025, the Company used $25,000 for the purchase of oil and gas rights.

Removed

We used $0 for investing activities for the years ended July 31, 2024 and 2023.

Reworded

Net cash provided by financing activities was $152,500 for the year ended July 31, 2025 compared to $213,625 for the year ended July 31, 20242024. compared to $127,000 forDuring the year ended July 31, 2023.2025, we received $35,000 from the sale of common stock from a related party, $135,000 of loans from a related party, $125,000 from a third party and we repaid $30,000 of a note payable. During the year ended July 31, 2024, we received $213,625 from the sale of common stock, $125,000 of which was from a related party. 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.

Added

As of July 31, 2025 and 2024, the Company owes a third party $23,500 and $11,000, respectively. The loan is unsecured, non-interest bearing and due on demand.

Removed

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, 2024, there is a balance due of $11,000.

Removed

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, 2024, there is $23,265 of interest accrued on this note. This note is in default.

Reworded

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. As of July 31, 2024, there is $886 of interest accrued on this note.

Added

The Company has a line of credit (“LOC”) with Mr. Miranda, a former director, for up to $500,000. The LOC bears interest at 5% to be paid quarterly and matures in five years. As of July 31, 2025, there is $135,000 and $2,040 of principal and accrued interest, respectively, due on the LOC.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-06-15 (period ending 2026-04-30) with 10-Q filed 2026-03-17 (period ending 2026-01-31).

Risk Factors (10-Q Part II, Item 1A)

0new paragraphs
0removed paragraphs
0reworded paragraphs
32 → 32words in section

The section in the latest 10-Q reads in full:

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.

No wording changes found in this section.

Full comparison: every changed paragraph (0)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

8new paragraphs
10removed paragraphs
16reworded paragraphs
1,909 → 1,766words in section

New heading “Results of Operations for the Nine Months Ended April 30, 2026 Compared to the Nine Months Ended April 30, 2025”

Removed heading “Results of Operations for the Six Months Ended January 31, 2026 Compared to the Six Months Ended January 31, 2025”

Removed heading “Director compensation”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text
“Results of Operations for the Six Months Ended January 31, 2026 Compared to the Six Months Ended January 31, 2025”
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New text
“Results of Operations for the Nine Months Ended April 30, 2026 Compared to the Nine Months Ended April 30, 2025”
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Removed text
“Director compensation”
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Removed text
“For the six months ended January 31, 2026, we recognized $14,519 of revenue and $12,519 of expense for a gross margin of $2,000. We began to recognized our first revenues from the sale of oil and natural gas from its investment in Lost Creek Acquisitions LLC (Note 4) during the fourth quarter of fiscal year 2025. We did not recognize any revenue for the six months ended January 31, 2025.”
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New text
“During the three months ended April 30, 2026 and 2025, we had total other expenses of $6,663 and $3,436, respectively. We had interest expense of $5,901 and we recognized an unrealized loss on the value of our Bitcoin asset of $762. In the prior period we had interest expense of $3,436. The increase in interest expense is in conjunction with an increase in our loan payable balance.”
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New text
“For the nine months ended April 30, 2026, we recognized $22,901 of revenue and $19,225 of expense for a gross margin of $3,676. We began recognizing revenue from the sale of oil and natural gas from our investment in Lost Creek Acquisitions LLC (Note 4) during the fourth quarter of fiscal year 2025. We did not recognize any revenue for the nine months ended April 30, 2025.”
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Full comparison: every changed paragraph (34)

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Reworded

Results of Operations for the Three Months Ended JanuaryApril 31,30, 2026 Compared to the Three Months Ended JanuaryApril 31,30, 2025

Reworded

For the three months ended JanuaryApril 31,30, 2026, we recognized $9,454$8,382 of revenue and $7,563$6,706 of expense for a gross margin of $1,891.$1,676. We began torecognizing recognized our first revenuesrevenue from the sale of oil and natural gas from itsour investment in Lost Creek Acquisitions LLC (Note 4) during the fourth quarter of fiscal year 2025. We did not recognize any revenue for the three months ended JanuaryApril 31,30, 2025.

Reworded

Officer compensation was $16,300$7,500 and $6,600$7,200 for the three months ended JanuaryApril 31,30, 2026 and 2025, respectively, an increase of $9,700$300 or 147%.4.2%. Officer’s compensation is paid to our CFO and has increased since the prior period. In addition, during the current period the Company granted 50,000 shares of common stock for services, for total non-cash expense of $8,700.

Added

Consulting – related party services were $18,000 and $18,000 for the three months ended April 30, 2026 and 2025, respectively. Fees are paid to Noel Schaefer, Director, but are recorded as consulting fees.

Added

Professional fees were $25,285 and $35,746 for the three months ended April 30, 2026 and 2025, respectively, a decrease of $10,461 or 29.3%. Professional fees generally consist of legal and audit expenses. The decrease is due to a decrease in legal fees.

Added

General and administrative expenses were $3,221 and $3,680 for the three months ended April 30, 2026 and 2025, respectively, a decrease of $459 or 12.5%.

Added

During the three months ended April 30, 2026 and 2025, we had total other expenses of $6,663 and $3,436, respectively. We had interest expense of $5,901 and we recognized an unrealized loss on the value of our Bitcoin asset of $762. In the prior period we had interest expense of $3,436. The increase in interest expense is in conjunction with an increase in our loan payable balance.

Added

For the three months ended April 30, 2026, we had a net loss of $58,993 as compared to a net loss of $68,062 for the three months ended April 30, 2025, a decrease to our net loss of $9,069 or 13.3%. The decrease is due to the reasons discussed above.

Added

Results of Operations for the Nine Months Ended April 30, 2026 Compared to the Nine Months Ended April 30, 2025

Added

For the nine months ended April 30, 2026, we recognized $22,901 of revenue and $19,225 of expense for a gross margin of $3,676. We began recognizing revenue from the sale of oil and natural gas from our investment in Lost Creek Acquisitions LLC (Note 4) during the fourth quarter of fiscal year 2025. We did not recognize any revenue for the nine months ended April 30, 2025.

Added

Officer compensation was $31,000 and $20,400 for the nine months ended April 30, 2026 and 2025, respectively, an increase of $10,600 or 52%. Officer’s compensation is paid to our CFO and has increased since the prior period. In addition, during the current period the Company granted 50,000 shares of common stock for services, for total non-cash expense of $8,700.

Reworded

Director compensation was $17,400 and $0 for the threenine months ended JanuaryApril 31,30, 2026 and 2025, respectively, On January 7, 2026, the Company granted 100,000 shares of common stock to Berhane Tewolde, Director, for services. The shares were valued at $0.174, the closing price on the date of grant, for total non-cash expense of $17,400.

Reworded

Consulting – related party services were $18,000$54,000 and $19,400$56,650 for the threenine months ended JanuaryApril 31,30, 2026 and 2025, respectively, a decrease of $1,400$2,650 or 7.2%.4.7%. Fees are paid to Noel Schaefer, Director, but are recorded as consulting fees. In the prior period we also paid $1,250 to our former CEO.

Reworded

Professional fees were $21,544$77,448 and $5,500$57,246 for the threenine months ended JanuaryApril 31,30, 2026 and 2025, respectively, an increase of $16,044$20,202 or 291.7%.35.3%. Professional fees generally consist of legal and audit expenses. The increase is due to an increase in legal fees.

Reworded

General and administrative expenses were $30,976$37,914 and $4,899 for$41,331for the threenine months ended JanuaryApril 31,30, 2026 and 2025, respectively, ana increasedecrease of $26,077$3,417 or 532.3%.8.3%. In the current period we issued shares of common stock for services valued at $17,300. WeIn alsothe spentprior $9,500 on website development expenses thatperiod we didissued notshares incurof incommon thestock currentfor period.services valued at $19,000.

Reworded

During the threenine months ended JanuaryApril 31,30, 2026 and 2025, we had total other expenses of $7,728.$18,172. We had interest expense of $4,571$14,253 and we recognized an unrealized loss on the value of our Bitcoin asset of $3,157.$3,919. In the prior period we had interest expense of $2,936.$9,232. The increase in interest expense is in conjunction with an increase in our loan payable balance.

Removed

For the three months ended January 31, 2026, we had a net loss of $110,057 as compared to a net loss of $39,335 for the three months ended January 31, 2025, an increase to our net loss of $70,722 or 179.8%. The increase is due to the reasons discussed above.

Removed

Results of Operations for the Six Months Ended January 31, 2026 Compared to the Six Months Ended January 31, 2025

Removed

For the six months ended January 31, 2026, we recognized $14,519 of revenue and $12,519 of expense for a gross margin of $2,000. We began to recognized our first revenues from the sale of oil and natural gas from its investment in Lost Creek Acquisitions LLC (Note 4) during the fourth quarter of fiscal year 2025. We did not recognize any revenue for the six months ended January 31, 2025.

Removed

Officer compensation was $23,500 and $13,200 for the six months ended January 31, 2026 and 2025, respectively, an increase of $10,300 or 78%. Officer’s compensation is paid to our CFO and has increased since the prior period. In addition, during the current period the Company granted 50,000 shares of common stock for services, for total non-cash expense of $8,700.

Removed

Director compensation

Removed

Director compensation was $17,400 and $0 for the six months ended January 31, 2026 and 2025, respectively, On January 7, 2026, the Company granted 100,000 shares of common stock to Berhane Tewolde, Director, for services. The shares were valued at $0.174, the closing price on the date of grant, for total non-cash expense of $17,400.

Removed

Consulting – related party services were $36,000 and $38,650 for the six months ended January 31, 2026 and 2025, respectively, a decrease of $2,650 or 6.9%. Fees are paid to Noel Schaefer, Director, but are recorded as consulting fees. In the prior period we also paid $1,250 to our former CEO.

Removed

Professional fees were $52,163 and $21,500 for the six months ended January 31, 2026 and 2025, respectively, an increase of $30,663 or 142.6%. Professional fees generally consist of legal and audit expenses. The increase is due to an increase in legal fees.

Removed

General and administrative expenses were $34,693 and $37,651for the six months ended January 31, 2026 and 2025, respectively, a decrease of $2,957 or 7.9%. In the current period we issued shares of common stock for services valued at $17,300. In the prior period we issued shares of common stock for services valued at $19,000.

Removed

During the six months ended January 31, 2026 and 2025, we had total other expenses of $11,509. We had interest expense of $8,352 and we recognized an unrealized loss on the value of our Bitcoin asset of $3,157. In the prior period we had interest expense of $5,796. The increase in interest expense is in conjunction with an increase in our loan payable balance.

Reworded

For the sixnine months ended JanuaryApril 31,30, 2026, we had a net loss of $173,265$232,258 as compared to a net loss of $116,797$184,859 for the sixnine months ended JanuaryApril 31,30, 2025, an increase to our net loss of $56,458$47,399 or 48.4%.25.6%. The increase is due to the reasons discussed above.

Reworded

Cash used by operating activities was $135,340$187,236 for the sixnine months ended JanuaryApril 31,30, 2026. Cash used for operating activities was $82,652$133,907 for the sixnine months ended JanuaryApril 31,30, 2025.

Reworded

Net cash used by investing activities was $42,139 for the sixnine months ended JanuaryApril 31,30, 2026, for the purchase of Bitcoin. There was no investing activity inDuring the priornine period.months ended April 30, 2025, the Company used $12,500 for the purchase of oil and gas rights.

Reworded

Net cash provided by financing activities was $182,000$242,000 for the sixnine months ended JanuaryApril 31,30, 2026. We received $182,000$242,000 from related party loans. There was no financing activity in the prior period. Net cash provided by financing activities was $60,000$125,000 for the sixnine months ended JanuaryApril 31,30, 2025. We received $25,000$90,000 from a related party loanloans and $35,000 from the sale of common stock to our former directors.

Reworded

We had the following loans outstanding as of JanuaryApril 31,30, 2026:

Reworded

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 JanuaryApril 31,30, 2026, there is $15,000 and $11,625$12,000 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

Reworded

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. As of JanuaryApril 31,30, 2026, there is $85,000 and $850 of principal and accrued interest, respectively, due on this loan.

Reworded

The Company has a line of credit (“LOC”) with Mr. Miranda, a former director, for up to $500,000. The LOC bears interest at 5% to be paid quarterly and matures in five years. As of JanuaryApril 31,30, 2026, there is $317,000$377,000 and $7,092$11,368 of principal and accrued interest, respectively, due on the LOC.

NMEX insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

No Form 4 stock transactions in this period.

Well-known investors holding NMEX (13F)

None of the 59 investors we track reported a position in their latest 13F.

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