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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Northern Minerals and Exploration Ltd (PK) | USOTC:NMEX | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.149 | 0.0855 | 0.149 | 0.00 | 21:01:19 |
NORTHERN MINERALS & EXPLORATION LTD.
|
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
98-0557171
|
(State
or other jurisdiction ofincorporation or organization)
|
|
(IRS
EmployerIdentification No.)
|
|
|
|
10 West Broadway,
Suite
700,
Salt Lake City, UT Suite 700
|
|
84101
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(801) 885-9260
|
(Registrant’s
telephone number, including area code)
|
|
1889
FM 2088 Quitman, Texas, 75783
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
|
Large
accelerated filer
☐
Non-accelerated
filer
☒
Emerging
growth company
☐
|
Accelerated
filer
☐
Smaller
reporting company
☒
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
|
|
|
|
|
|
N
ORTHERN MINERALS & EXPLORATION
LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
|
|
For the Three
Months Ended
April
30,
|
For the Nine
Months Ended
April
30,
|
||
|
2019
|
2018
|
2019
|
2018
|
Revenue
|
$
13,056
|
$
18,518
|
$
30,137
|
$
46,577
|
Distributions
|
2,865
|
21,891
|
18,350
|
49,650
|
Gross
margin
|
10,191
|
(3,373
)
|
11,787
|
(3,073
)
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
Officer
compensation
|
-
|
15,000
|
15,000
|
42,500
|
Director
services
|
15,000
|
1,500
|
45,000
|
3,500
|
Consulting
|
5,000
|
10,500
|
15,000
|
68,500
|
Professional
fees
|
7,734
|
23,025
|
32,984
|
42,650
|
Advertising
and promotion
|
-
|
51,241
|
38,485
|
107,955
|
Mineral
property expenditures
|
30,032
|
57,666
|
407,053
|
73,948
|
General
and administrative
|
13,000
|
33,951
|
29,377
|
81,250
|
Total operating
expenses
|
70,766
|
192,883
|
582,899
|
420,303
|
Loss from
operations
|
(60,575
)
|
(196,256
)
|
(571,112
)
|
(423,376
)
|
|
|
|
|
|
Other income
(expense):
|
|
|
|
|
Interest
expense
|
(2,399
)
|
(4,143
)
|
(14,513
)
|
(14,012
)
|
Loss
on disposal of mineral rights
|
-
|
-
|
(46,000
)
|
-
|
Loss
on conversion of debt
|
-
|
(6,000
)
|
-
|
(6,000
)
|
Other
income
|
-
|
-
|
116,000
|
-
|
Gain
on forgiveness of debt
|
-
|
-
|
18,750
|
4,120
|
Total other income
(expense)
|
(2,399
)
|
(10,143
)
|
74,237
|
(15,892
)
|
|
|
|
|
|
Loss before
provision for income taxes
|
(62,974
)
|
(206,399
)
|
(496,875
)
|
(439,268
)
|
Provision for
income taxes
|
-
|
-
|
-
|
-
|
Net
Loss
|
$
(62,974
)
|
$
(206,399
)
|
$
(496,875
)
|
$
(439,268
)
|
|
|
|
|
|
Loss per share,
basic and diluted
|
$
(0.00
)
|
$
(0.00
)
|
$
(0.01
)
|
$
(0.01
)
|
|
|
|
|
|
Weighted average
shares outstanding, basic and diluted
|
52,923,710
|
42,736,031
|
49,893,144
|
39,210,382
|
|
Common
|
Common
Stock
|
Additional
Paid-In
|
Accumulated
|
|
|
Stock
|
Amount
|
Capital
|
Deficit
|
Total
|
Balance, July 31,
2017
|
26,797,818
|
$
26,798
|
$
1,239,349
|
$
(1,622,720
)
|
$
(356,573
)
|
Common stock issued
for cash
|
10,500,000
|
10,500
|
114,500
|
-
|
125,000
|
Net
loss
|
-
|
-
|
-
|
(97,430
)
|
(97,430
)
|
October 31,
2017
|
37,297,818
|
37,298
|
1,353,849
|
(1,720,150
)
|
(329,003
)
|
Common stock issued
for cash
|
4,200,000
|
4,201
|
163,798
|
-
|
167,999
|
Net
loss
|
-
|
-
|
-
|
(135,439
)
|
(135,439
)
|
January 31,
2018
|
41,497,818
|
41,499
|
1,517,647
|
(1,855,589
)
|
(296,443
)
|
Common stock issued
for cash
|
1,589,000
|
1,589
|
120,812
|
-
|
122,400
|
Common stock issued
for debt
|
200,000
|
200
|
9,800
|
-
|
10,000
|
Net
loss
|
-
|
-
|
-
|
(206,399
)
|
(206,399
)
|
April 30,
2018
|
43,286,818
|
$
43,288
|
$
1,648,259
|
$
(2,061,988
)
|
$
(370,441
)
|
|
Common
Stock
|
Common Stock
Amount
|
Additional
Paid-in Capital
|
Common Stock To
Be Issued
|
Accumulated
Deficit
|
Total
|
Balance, July 31,
2018
|
48,286,818
|
$
48,287
|
$
1,736,835
|
$
50,000
|
$
(2,392,496
)
|
$
(557,374
)
|
Common stock issued
for services
|
150,000
|
150
|
9,600
|
-
|
-
|
9,750
|
Common stock issued
for cash
|
-
|
-
|
-
|
50,000
|
-
|
50,000
|
Net
loss
|
-
|
-
|
-
|
-
|
(110,027
)
|
(110,027
)
|
October 31,
2018
|
48,436,818
|
48,437
|
1,746,435
|
100,000
|
(2,502,523
)
|
(607,651
)
|
Common stock issued
for cash
|
-
|
-
|
-
|
50,000
|
-
|
50,000
|
Net
loss
|
-
|
-
|
-
|
-
|
(323,874
)
|
(323,874
)
|
January 31,
2019
|
48,436,818
|
48,437
|
1,746,435
|
150,000
|
(2,826,397
)
|
(881,525
)
|
Common stock issued
for cash
|
6,166,667
|
6,168
|
218,832
|
(130,000
)
|
-
|
95,000
|
Net
loss
|
-
|
-
|
-
|
-
|
(62,974
)
|
(62,974
)
|
April 30,
2019
|
54,603,485
|
$
54,605
|
$
1,965,267
|
$
20,000
|
$
(2,889,371
)
|
$
(849,499
)
|
|
For the Nine Months
Ended April 30,
|
|
|
2019
|
2018
|
Cash Flow from
Operating Activities:
|
|
|
Net
loss
|
$
(496,875
)
|
$
(439,268
)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
Stock compensation
expense
|
9,750
|
-
|
Loss on disposal of
mineral rights
|
46,000
|
-
|
Gain on write-off
of option payable
|
(116,000
)
|
-
|
Loss on conversion
of debt
|
-
|
6,000
|
Changes in
Operating Assets and Liabilities:
|
|
|
Prepaid
expenses
|
3,500
|
(3,500
)
|
Accounts
receivable
|
(1,583
)
|
(1,570
)
|
Accounts payables
and accrued liabilities
|
339,833
|
90,928
|
Accounts payable
– related party
|
9,126
|
-
|
Advances for well
work
|
-
|
|
Stock subscription
receivable
|
20,000
|
-
|
Net cash used in
operating activities
|
(186,249
)
|
(347,410
)
|
|
|
|
Cash Flows from
Investing Activities:
|
|
|
Cash
paid for oil and gas properties
|
-
|
(72,322
)
|
Net cash used in
investing activities
|
-
|
(72,322
)
|
|
|
|
Cash Flows from
Financing Activities:
|
|
|
Proceeds from loan
payable
|
9,000
|
25,000
|
Repayment of loan
payable
|
(5,000
)
|
-
|
Proceeds from loans
payable – related party
|
54,180
|
-
|
Payments on loans
payable – related party
|
(55,870
)
|
-
|
Proceeds from the
sale of common stock
|
195,000
|
415,400
|
Net cash provided
by financing activities
|
197,310
|
440,400
|
|
|
|
Net increase in
cash
|
11,061
|
20,668
|
|
|
|
Cash at beginning
of the period
|
52,672
|
822
|
Cash at end of the
period
|
$
63,733
|
$
21,490
|
|
|
|
Cash paid
for:
|
|
|
Interest
|
$
870
|
$
-
|
Taxes
|
$
-
|
$
-
|
Supplemental disclosure of non-cash activity:
|
|
|
Common stock issued for debt
|
$
-
|
$
4,000
|
Warrants
|
500,000
|
Exercise
Price
|
$
0.15
|
Term
|
2
years
|
Volatility
|
323
%
|
Risk Free Interest
Rate
|
2.61
%
|
Fair
Value
|
$
25,205
|
|
Number of
Warrants
|
Weighted Average
Exercise Price
|
Weighted Average
Remaining Contract Term
|
Outstanding at July
31, 2017
|
150,000
|
$
0.10
|
1.50
|
Granted
|
1,865,000
|
0.15
|
1.47
|
Expired
|
-
|
-
|
-
|
Exercised
|
-
|
-
|
-
|
Exercisable at July
31, 2018
|
2,015,000
|
$
0.15
|
1.47
|
Granted
|
500,000
|
0.15
|
1.28
|
Expired
|
(150,000
)
|
-
|
-
|
Exercised
|
-
|
-
|
|
Exercisable at
April 30, 2019
|
2,365,000
|
0.15
|
.90
|
I
tem 2.
|
Management's Discussion and Analysis of Financial Condition and
Results of Operations
|
|
For the Three
Months Ended
April
30,
|
|
|
2019
|
2018
|
Revenue
|
$
13,056
|
$
18,518
|
Distributions
|
2,865
|
21,891
|
Gross
margin
|
10,191
|
(3,373
)
|
|
|
|
Officer
compensation
|
-
|
15,000
|
Director
services
|
15,000
|
1,500
|
Consulting
|
5,000
|
10,500
|
Professional
fees
|
7,734
|
23,025
|
Advertising
and promotion
|
-
|
51,241
|
Mineral
property expenditures
|
30,032
|
57,666
|
General
and administrative
|
13,000
|
33,951
|
Total operating
expenses
|
70,766
|
192,883
|
|
|
|
Interest
expense
|
(2,399
)
|
(4,143
)
|
Loss
on conversion of debt
|
-
|
(6,000
)
|
Net
Loss
|
$
(62,974
)
|
$
(206,399
)
|
|
For the Nine
Months Ended
April
30,
|
|
|
2019
|
2018
|
Revenue
|
$
30,137
|
$
46,577
|
Distributions
|
18,350
|
49,650
|
Gross
margin
|
11,787
|
(3,073
)
|
|
|
|
Officer
compensation
|
15,000
|
42,500
|
Director
services
|
45,000
|
3,500
|
Consulting
|
15,000
|
68,500
|
Professional
fees
|
32,984
|
42,650
|
Advertising
and promotion
|
38,485
|
107,955
|
Mineral
property expenditures
|
407,053
|
73,948
|
General
and administrative
|
29,377
|
81,250
|
Total operating
expenses
|
582,899
|
420,303
|
|
|
|
Interest
expense
|
(14,513
)
|
(14,012
)
|
Loss
on disposal of mineral rights
|
(46,000
)
|
-
|
Loss
on conversion of debt
|
-
|
(6,000
)
|
Other
income
|
116,000
|
-
|
Gain
on forgiveness of debt
|
18,750
|
4,120
|
Net
Loss
|
$
(496,875
)
|
$
(439,268
)
|
I
tem 3.
|
Quantitative and Qualitative Disclosures About Market
Risk
|
I
tem 4.
|
Controls and Procedures
|
I
tem 1.
|
Legal Proceedings
|
I
tem 1A.
|
Risk Factors
|
I
tem 2.
|
Unregistered Sales of Equity Securities and Use of
Proceeds
|
I
tem 3.
|
Defaults Upon Senior Securities
|
I
tem 4.
|
Mine Safety Disclosures
|
I
tem 5.
|
Other Information
|
I
tem 6.
|
Exhibits
|
Exhibit
Number
|
|
Exhibit
Description
|
|
|
|
(3)
|
|
Articles and Bylaws
|
|
Amendment to Articles of Incorporation (Incorporated by reference
to our Current Report on Form 8-K filed on August 12,
2013)
|
|
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-Q for the three Months Ended October 31,
2018)
|
101.INS
|
|
XBRL
Instance Document
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document.
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Link base Document.
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Link base Document.
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Link base Document.
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Link base Document.
|
|
*
|
(a)
Filed
herewith.
|
|
NORTHERN MINERALS & EXPLORATION LTD.
|
|
(Registrant)
|
|
|
Dated:
June 19, 2019
|
/s/
Ivan Webb
|
|
Ivan Webb
|
|
Chief
Executive Officer
|
|
|
|
/s/
Noel Schaefer
|
|
Noel Schaefer
|
|
Chief
Operating Officer and Director
|
|
|
|
/s/
Victor Miranda
|
|
Victor Miranda
|
|
Chief
Financial Officer and Director
|
1 Year Northern Minerals and Ex... (PK) Chart |
1 Month Northern Minerals and Ex... (PK) Chart |
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