NORTHERN MINERALS & EXPLORATION LTD. - Quarter Report: 2021 January (Form 10-Q)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark
One)
☒ QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended January 31,
2021
or
☐ TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from _________ to ___________
Commission
File Number 333-146934
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NORTHERN MINERALS & EXPLORATION LTD.
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(Exact
name of registrant as specified in its charter)
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Nevada
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98-0557171
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(State
or other jurisdiction ofincorporation or organization)
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(IRS
EmployerIdentification No.)
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881 West State Road, Pleasant Grove, UT
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84062
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(Address
of principal executive offices)
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(Zip
Code)
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(801) 885-9260
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(Registrant’s
telephone number, including area code)
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(Former
name, former address and former fiscal year, if changed since last
report)
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Indicate
by check mark whether the registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the
past 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.
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Large
accelerated filer ☐
Non-accelerated
filer ☒
Emerging
growth company ☐
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Accelerated
filer ☐
Smaller
reporting company ☒
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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 is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date.
68,245,679 common shares issued and outstanding as of March 15,
2021.
NORTHERN MINERALS & EXPLORATION LTD.
FORM 10-Q
For the Period ended January 31, 2021
TABLE OF CONTENTS
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3
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3
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14
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18
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18
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19
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19
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19
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20
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SIGNATURES
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21
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PART I – FINANCIAL
INFORMATION
Item 1.
Financial
Statements
NORTHERN MINERALS & EXPLORATION LTD.
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4
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5
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6
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7
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8
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January
31,
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July
31,
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2021
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2020
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ASSETS
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Current
Assets:
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Cash
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$22,670
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$6,840
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Accounts
receivable
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400
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1,146
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Other
receivable
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10,000
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10,000
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Total Current
Assets
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33,070
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17,986
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Other
Assets:
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Oil and gas
properties
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28,800
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28,800
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Total Other
Assets
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28,800
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28,800
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TOTAL
ASSETS
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$61,870
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$46,786
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LIABILITIES &
STOCKHOLDERS’ DEFICIT
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Current
Liabilities:
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Accounts
payable
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$83,264
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$89,037
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Accounts payable
– related party
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29,700
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29,700
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Accrued
liabilities
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396,566
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437,632
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Convertible
debt
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110,000
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110,000
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Loans
payable
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104,000
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109,000
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Loans payable
– related party
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23,210
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23,210
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Total Current
Liabilities
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746,740
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798,579
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TOTAL
LIABILITIES
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746,740
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798,579
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Commitments and
Contingencies
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-
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-
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Stockholders’
Deficit:
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Preferred stock,
$0.001 par value, 50,000,000 shares authorized; no shares
issued
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-
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-
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Common stock,
$0.001 par value, 250,000,000 shares authorized; 68,245,679 and
63,078,479 shares issued and outstanding, respectively
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68,246
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63,079
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Common stock to be
issued
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-
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Additional
paid-in-capital
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2,309,051
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2,184,218
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Accumulated
deficit
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(3,062,167)
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(2,999,090)
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Total
Stockholders’ Deficit
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(684,870)
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(751,793)
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TOTAL LIABILITIES
& STOCKHOLDERS’ DEFICIT
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$61,870
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$46,786
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The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
4
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For the Three Months Ended January
31,
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For the Six Months Ended January
31,
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2021
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2020
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2021
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2020
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Revenue,
net
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$400
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$148
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$400
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$1,379
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Operating
expenses:
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Officer
compensation
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6,600
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-
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13,200
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-
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Consulting
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8,000
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-
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8,000
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-
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Consulting –
related party
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15,000
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15,000
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30,000
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30,000
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Professional
fees
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6,250
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6,270
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39,750
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23,930
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Mineral property
expenditures
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-
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12,036
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1,000
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27,169
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General and
administrative
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7,064
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3,974
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12,185
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9,088
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Total operating
expenses
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42,914
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37,280
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104,135
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90,187
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Loss from
operations
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(42,514)
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(37,132)
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(103,735)
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(88,808)
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Other income
(expense):
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Interest
expense
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(3,979)
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(3,979)
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(7,958)
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(6,870)
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Other
income
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-
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-
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25,000
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-
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Gain on forgiveness
of debt
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23,616
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-
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23,616
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-
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Total other income
(expense)
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19,637
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(3,979)
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40,658
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(6,870)
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Loss before
provision for income taxes
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(22,877)
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(41,111)
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(63,077)
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(95,678)
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Provision for
income taxes
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-
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-
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-
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-
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Net
Loss
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$(22,877)
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$(41,111)
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$(63,077)
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$(95,678)
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Loss per share,
basic & diluted
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$(0.00)
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$(0.00)
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$(0.00)
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$(0.00)
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Weighted average
shares outstanding, basic & diluted
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66,533,603
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56,578,479
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62,244,534
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56,409,504
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The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
5
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NORTHERN
MINERALS & EXPLORATION LTD.
CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS’ DEFICIT
FOR
THE THREE AND SIX MONTHS ENDED JANUARY 31, 2021 AND
2020
(Unaudited)
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Common Stock
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Common Stock
Amount
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Additional Paid-in
Capital
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Common Stock To Be
Issued
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Accumulated
Deficit
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Total
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Balance, July 31,
2019
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55,836,819
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$55,837
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$2,024,035
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$44,925
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$(2,964,073)
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$(839,276)
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Common stock issued
for cash
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666,660
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668
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19,332
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-
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-
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20,000
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Common stock issued
for services
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75,000
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75
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3,750
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(3,825)
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-
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-
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Net
loss
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-
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-
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-
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-
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(54,567)
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(54,557)
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October 31,
2019
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56,578,479
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56,580
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2,047,117
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41,100
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(3,018,640)
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(873,843)
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Net
loss
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-
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-
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-
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-
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(41,111)
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(41,111)
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January 31,
2020
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56,578,479
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$56,580
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$2,047,117
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$41,100
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$(3,059,751)
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$(914,954)
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Common Stock
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Common Stock
Amount
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Additional Paid-in
Capital
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Common Stock To Be
Issued
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Accumulated
Deficit
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Total
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Balance, July 31,
2020
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63,078,479
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$63,079
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$2,184,218
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$-
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$(2,999,090)
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$(751,793)
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Common stock sold
for cash
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1,000,200
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1,000
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29,000
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50,000
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-
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80,000
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Net
loss
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-
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-
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-
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-
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(40,200)
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(40,200)
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October 31,
2020
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64,078,679
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64,079
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2,213,218
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50,000
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(3,039,290)
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(711,993)
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Common stock sold
for cash
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4,167,000
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4,167
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95,833
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(50,000)
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-
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50,000
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Net
loss
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-
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-
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-
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-
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(22,877)
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(22,877)
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January 31,
2021
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68,245,679
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$68,246
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$2,309,051
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$-
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$(3,062,167)
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$(684,870)
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The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
6
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For the Six Months Ended January
31,
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2021
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2020
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Cash Flow from
Operating Activities:
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Net
loss
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$(63,077)
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$(95,678)
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Adjustments to
reconcile net loss to net cash used in operating
activities:
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Gain
on forgiveness of debt
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(23,616)
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Changes in
Operating Assets and Liabilities:
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Accounts
receivable
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746
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-
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Prepaid
expenses
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-
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4,500
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Accounts payables
and accrued liabilities
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(23,223)
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(21,162)
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Accounts payable
– related party
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-
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3,500
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Net cash used in
operating activities
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(109,170)
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(108,840)
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Cash Flows from
Investing Activities:
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-
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-
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Cash Flows from
Financing Activities:
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Proceeds from loans
payable
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-
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75,000
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Repayment of loan
payable
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(5,000)
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-
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Proceeds from loans
payable – related party
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-
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22
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Proceeds from the
sale of common stock
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130,000
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20,000
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Net cash provided
by financing activities
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125,000
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95,022
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Net increase
(decrease) in cash
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15,830
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(13,818)
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Cash at beginning
of the period
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6,840
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21,847
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Cash at end of the
period
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$22,670
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$8,029
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Cash paid
for:
|
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Interest
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$-
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$-
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Taxes
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$-
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$-
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The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
7
Northern Minerals & Exploration Ltd.
Condensed Notes to Consolidated
Financial Statements
January 31, 2021
(unaudited)
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 Company’s unaudited condensed consolidated financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States of America
(“U.S. GAAP”). The accompanying unaudited condensed
financial statements reflect all adjustments, consisting of only
normal recurring items, which, in the opinion of management, are
necessary for a fair statement of the results of operations for the
periods shown and are not necessarily indicative of the results to
be expected for the full year ending July 31, 2021. These unaudited
condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and related
notes included in the Company’s Annual Report on
Form 10-K for the year ended July 31, 2020.
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 January 31,
2021 and July 31, 2020.
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.
8
Revenue Recognition
Revenue
is recognized when a customer obtains control of promised goods or
services and is recognized in an amount that reflects the
consideration that an entity expects to receive in exchange for
those goods or services. In addition, the standard requires
disclosure of the nature, amount, timing, and uncertainty of
revenue and cash flows arising from contracts with customers. The
amount of revenue that is recorded reflects the consideration that
the Company expects to receive in exchange for those goods. The
Company applies the following five-step model in order to determine
this amount: (i) identification of the promised goods in the
contract; (ii) determination of whether the promised goods are
performance obligations, including whether they are distinct in the
context of the contract; (iii) measurement of the transaction
price, including the constraint on variable consideration; (iv)
allocation of the transaction price to the performance obligations;
and (v) recognition of revenue when (or as) the Company satisfies
each performance obligation.
The Company only applies the five-step model to contracts
when it is probable that the entity will collect the consideration
it is entitled to in exchange for the goods or services it
transfers to the customer. Once a contract is determined to be
within the scope of ASC 606 at contract inception, the Company
reviews the contract to determine which performance obligations the
Company must deliver and which of these performance obligations are
distinct. The Company recognizes as revenues the amount of the
transaction price that is allocated to the respective performance
obligation when the performance obligation is satisfied or as it is
satisfied. Generally, the Company’s performance obligations
are transferred to customers at a point in time, typically upon
delivery.
Long Lived Assets
Property
consists of mineral rights purchases as stipulated by underlying
agreements and payments made for oil and gas exploration rights.
Our company assesses the impairment of long-lived assets whenever
events or changes in circumstances indicate that the carrying value
may not be recoverable. When we determine that the carrying value
of long-lived assets may not be recoverable based upon the
existence of one or more indicators of impairment and the carrying
value of the asset cannot be recovered from projected undiscounted
cash flows, we record an impairment charge. Our company measures
any impairment based on a projected discounted cash flow method
using a discount rate determined by management to be commensurate
with the risk inherent in the current business model. Significant
management judgment is required in determining whether an indicator
of impairment exists and in projecting cash flows.
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, 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.
9
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. To date, the Company has
very few operating wells. Currently, the Company has one working
well. Because there is only one active well on the Ritchie Lease,
the Company estimates the asset retirement obligation to be trivial
and has not recorded an ARO liability.
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
six months ended January 31,
2021, the Company had 2,596,233 of potentially dilutive
shares. The shares consisted of common shares and warrants from
convertible debt of 1,730,822 and 864,411, respectively.
For the six months ended January
31, 2020 the Company had 3,682,683 potentially dilutive
shares. The shares consisted of common shares and warrants from
convertible debt of 1,645,122 and 822,561, respectively, and an
additional 1,215,000 warrants. The diluted loss per share is
the same as the basic loss per share for the three and six months
ended January 31, 2021, as the
inclusion of any potential shares would have had an antidilutive
effect due to our loss from operations.
Recently adopted accounting pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments -
Credit Losses, and also issued subsequent amendments to the initial
guidance, ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2019-11
(collectively, Topic 326), to introduce a new impairment model for
recognizing credit losses on financial instruments based on an
estimate of current expected credit losses (CECL). Under Topic 326,
an entity is required to estimate CECL on available-for-sale (AFS)
debt securities only when the fair value is below the amortized
cost of the asset and is no longer based on an impairment being
“other-than-temporary”. Topic 326 also requires the
impairment calculation on an individual security level and requires
an entity use present value of cash flows when estimating the CECL.
The credit-related losses are required to be recognized through
earnings and non-credit related losses are reported in other
comprehensive income. In April 2019, the FASB further clarified the
scope of Topic 326 and addressed issues related to accrued interest
receivable balances, recoveries, variable interest rates and
prepayment. The new guidance will require modified retrospective
application to all outstanding instruments, with a cumulative
effect adjustment recorded to opening retained earnings as of the
beginning of the first period in which the guidance becomes
effective. The amendments in this Update for the Company are
effective for fiscal years beginning after December 15, 2022,
including interim periods within those fiscal years. Early adoption
is permitted in any interim period after the issuance of this of
this Update. The Company is evaluating the impact of the adoption
of the new standard on its financial statement and
disclosures.
In
August 2018, the FASB issued ASU 2018-13 to improve the
effectiveness of disclosures about fair value measurements required
under ASC 820. The ASU modifies the disclosure objective paragraphs
of ASC 820 to eliminate (1) “at a minimum” from
the phrase “an entity shall disclose at a minimum” and
(2) other similar “open ended” disclosure
requirements to promote the appropriate exercise of discretion by
entities. The disclosure objective added in ASC 820-10-50-1C
states: The objective of the disclosure requirements in this
Subtopic is to provide users of financial statements with
information about assets and liabilities measured at fair value in
the statement of financial position or disclosed in the notes
to financial statements: a) the valuation techniques and inputs
that a reporting entity uses to arrive at its measures of fair
value, including judgments and assumptions that the entity makes,
b) the uncertainty in the fair value measurements as of the
reporting date, and c) how changes in fair value measurements
affect an entity’s performance and cash flows. The new ASU is
effective for all entities for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2019. Early
adoption is permitted. There was no material impact as a result of
the adoption of this standard.
NOTE 3 - GOING
CONCERN
The
accompanying unaudited consolidated 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 January 31, 2021, the Company has an
accumulated deficit of $3,062,167. 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.
On January 30, 2020, the World Health Organization declared the
coronavirus outbreak a "Public Health Emergency of International
Concern" and on March 10, 2020, declared it to be a pandemic.
Actions taken around the world to help mitigate the spread of the
coronavirus include restrictions on travel, and quarantines in
certain areas, and forced closures for certain types of public
places and businesses. The coronavirus and actions taken to
mitigate it have had and are expected to continue to have an
adverse impact on the economies and financial markets of many
countries, including the geographical area in which the Company
plan to operates. While it is unknown how long these conditions
will last and what the complete financial effect will be to the
company, to date, the Company has experienced a decline in revenue
due to the decreasing price of oil.
10
NOTE 4 - OIL AND GAS PROPERTIES
Active Projects:
The
Company currently has one active lease. We hold a 24% working
interest in one producing well (“Concho Richey #1”) on
the lease and a 100% working interest in the remainder of the
206-acre J. E Richey Lease. The Concho Richey #1 well is currently
producing 2.8 barrels of oil and 16 MCF of gas per
day.
The
Richey #1 well was plugged on January 3, 2018. As of July 31, 2019, management determined that
the $50,000 asset carried on the balance sheet was impaired
resulting in a loss on impairment of $21,200 lowering the value of
the investment in the Richey lease to $28,800. No additional
impairment was recognized through January 31,
2021.
NOTE 5 – MINERAL RIGHTS AND PROPERTIES
ENMEX Operations LLC – Wholly owned Subsidiary - Pemer
Bacalar – Resort Development Project
On
September 22, 2017 the Company entered into a Letter of Intent
with Pemer Bacalar SAPI DE CV to
examine the opportunity of acquiring ownership in approximately 80
acres (“Property”) on a freshwater lagoon near the
community of Bacalar, Mexico in the state of Quintana Roo for the
purpose of entering into a joint venture for the potential
development of the Property into a resort. This was
followed up with a Memorandum of Understanding (“MOU”)
on November 16, 2017 in order to
further conduct due diligence toward this potential project.
An amended MOU was entered into on April 13, 2018 setting forth the
conditions for entering into a definitive agreement with Pemer
Bacalar to acquire 51% of the Property. These conditions
included obtaining an independent appraisal of the Property and
develop a business plan in conjunction with a Joint Venture
Operating Agreement. On June 11, 2019 a new agreement was
entered into regarding this property to incorporate certain requirements including, but
not limited to, finalizing the acquisition of additional acreage
and obtaining permits as well as formalize a plan to conduct
feasibility studies, etc.
NOTE 6 – WINNEMUCCA MOUNTAIN PROPERTY
As
previously announced, 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”). This property currently is
comprised of 138 unpatented mining claims covering approximately
2,700 acres.
On July
23, 2018, the Company entered into a New Option Agreement with the
Optioners. 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. As of
January 31, 2021 and July 31, 2020, the Company has accounted for
$285,453 and $334,000, respectively, in its accrued liabilities
(Note 7).
11
The Company has received notice, 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. Management is in discussions
with the principals of the Winnemucca property to resolve any
outstanding obligations.
During the six months ended January 31, 2021, the Company received
confirmation of the current amount due resulting in the reduction
of the liability to $285,453. As a result, the Company recognized a
gain on debt forgives of $23,616.
NOTE 7 - ACCRUED LIABILITIES
The
Company has partnered with others whereby they provide all or a
portion of the working capital for either well work to be completed
on existing properties or towards the acquisition of new
properties. As of January 31, 2021 and July 31, 2020, the Company
has unused funds it has received of $23,175 and $23,175,
respectively.
Accrued
liabilities are as follows:
|
|
January 31, 2021
|
July 31, 2020
|
|
General
accrual
|
$1,961
|
$2,444
|
|
Interest
|
$70,551
|
$62,597
|
|
Distributions and
royalty
|
$15,416
|
$15,416
|
|
Advances for well
work
|
$23,175
|
$23,175
|
|
Winnemucca
Property
|
$285,453
|
$334,000
|
|
|
$396,556
|
$437,632
|
NOTE 8 - CONVERTIBLE DEBT
On
August 22, 2013 the Company entered into a $50,000 Convertible Loan
Agreement with an un-related party. The Loan and interest are
convertible into Units at $0.08 per Unit with each Unit consisting
of one common share of the Company and ½ warrant with each
full warrant exercisable for one year to purchase one common share
at $0.30 per share. On July 10, 2014, a further $35,000 was
received from the same unrelated party under the same terms. On
July 31, 2018, this Note was amended whereby the principal and
interest are now convertible into Units at $0.04 per Unit with each
Unit consisting of one common share of the Company and ½
warrant with each full warrant exercisable for one year to purchase
one common share at $0.08 per share. The Loan shall bear interest
at the rate of Eight Percent (8%) per annum and matures on March
26, 2020. As of January 31, 2021, there is $85,000 and $53,466 of
principal and accrued interest, respectively, due on this loan. As
of July 31, 2020, there was $85,000 and $50,038 of principal and
accrued interest, respectively, due on this loan. This note is
currently in default.
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. As of January 31, 2021 and July 31, 2020, there is
$5,013 and $4,257, respectively, of accrued interest due on this
loan. This note is currently in default.
NOTE 9 – LOANS PAYABLE
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 January 31, 2021, there
is $15,000 and $4,125 of principal and accrued interest,
respectively, due on this loan. As of July 31, 2020, there is
$15,000 and $3,375 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 September 9,
2020, the Company repaid $5,000 on this loan. The loan is
unsecured, non-interest bearing and due on demand.
As of
January 31, 2021, the Company owed $5,000 to a third party. The
loan is unsecured, non-interest bearing and due on
demand.
During
the year ended July 31, 2020, a
third party loaned the Company $15,000. The loan is unsecured,
bears interest at 8% per annum and matures on September 1, 2021. As
of January 31, 2021, there is $1,627 of interest accrued on this
note.
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 January 31, 2021, there is $6,325 of interest accrued on this
note.
12
NOTE 10 - COMMON STOCK
On June
4, 2020, the Company filed a Certificate of Amendment to its
Articles of Incorporation in which it increased its authorized
capital stock to 250,000,000 shares of common stock, par value
$0.001 and 50,000,000 shares of preferred stock, par value
$0.001.
During the six months ended January 31, 2020, the Company sold
666,660 shares of common stock at $0.03 per share for total cash
proceeds of $20,000.
During the six months ended January 31, 2020, the Company issued
75,000 shares of common stock that had been shown in equity as a
common stock payable as of July 31, 2019.
During the six months ended January 31, 2021, the Company sold 2,667,200 shares of common
stock at $0.03 per share for
total cash proceeds of $80,000.
During the six months ended January 31, 2021, the Company sold 2,500,000 shares of common
stock at $0.02 per share for total cash proceeds of
$50,000.
NOTE 11 - WARRANTS
|
|
Number of
Warrants
|
Weighted Average
Exercise Price
|
Weighted Average
Remaining Contract Term
|
|
Exercisable at July
31, 2019
|
2,365,000
|
$0.15
|
$.65
|
|
Granted
|
-
|
-
|
-
|
|
Expired
|
(1,865,000)
|
0.15
|
-
|
|
Exercised
|
-
|
-
|
-
|
|
Exercisable at July
31, 2020
|
500,000
|
0.15
|
.27
|
|
Granted
|
-
|
-
|
-
|
|
Expired
|
(500,000)
|
0.15
|
-
|
|
Exercised
|
-
|
-
|
-
|
|
Exercisable at
January 31, 2021
|
-
|
$-
|
-
|
NOTE 12 - RELATED PARTY TRANSACTIONS
For the six months ended January 31, 2021 and 2020, total payments of $30,000 and $30,000,
respectively, were made to Noel Schaefer, a Director of the
Company, for consulting services. As of January 31,
2021, and July 31, 2020 there is
$27,500 and $27,500 credited to accounts
payable.
As of January 31, 2021 and July
31, 2020, there is $2,200 and $2,200, respectively, credited to
accounts payable for amounts due to Rachel Boulds, CFO, for
consulting services.
On September 25, 2018, the Company executed a loan agreement with
the wife of the CEO for $6,800. The loan was to be repaid by
December 15, 2018, with an additional $680 to cover interest and
fees. On October 10, 2018, the Company executed another loan
agreement for $15,000. The loan was to be repaid by December 15,
2018, with an additional $1,500 to cover interest and fees. As
of January 31, 2021, the
Company owes $23,210 on this loan. This loan is in
default.
Victor Miranda, a Director of the Company is also President and
owner of Labrador Capital SAPI DE CV (“Labrador”), a
major shareholder of the Company owning 8.8% of its issued and
outstanding shares. The Company has entered into a Memorandum of
Understanding with Labrador to jointly pursue developing real
estate projects in Mexico. As of the date of this report no
projects have been identified to jointly pursue. In the event
of a decision to go forward with Labrador, Victor Miranda will
abstain from voting to avoid any conflict of interest.
NOTE 13 - 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 available to be issued, and has
determined that no material subsequent events exist.
13
Item 2. Management's
Discussion and Analysis of Financial Condition and Results of
Operations
Forward-Looking Statements
This
report on Form 10-Q contains certain forward-looking statements.
All statements other than statements of historical fact are
“forward-looking statements” for purposes of these
provisions, including any projections of earnings, revenues, or
other financial items; any statements of the plans, strategies, and
objectives of management for future operation; any statements
concerning proposed new products, services, or developments; any
statements regarding future economic conditions or performance;
statements of belief; and any statement of assumptions underlying
any of the foregoing. Such forward-looking statements are subject
to inherent risks and uncertainties, and actual results could
differ materially from those anticipated by the forward-looking
statements.
These
forward-looking statements involve significant risks and
uncertainties, including, but not limited to, the following:
competition, promotional costs and the risk of declining revenues.
Our actual results could differ materially from those anticipated
in such forward-looking statements as a result of a number of
factors. These forward-looking statements are made as of the date
of this filing, and we assume no obligation to update such
forward-looking statements. The following discusses our financial
condition and results of operations based upon our unaudited
financial statements which have been prepared in conformity with
accounting principles generally accepted in the United States. It
should be read in conjunction with our financial statements and the
notes thereto included elsewhere herein.
Although
we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required
by applicable law, including the securities laws of the United
States, we do not intend to update any of the forward-looking
statements to conform these statements to actual
results.
As used
in this quarterly report, the terms “we”,
“us”, “our” and “our company”
mean Northern Minerals & Exploration Ltd., unless otherwise
indicated.
General Overview
We are
an emerging natural resource company operating in oil and gas
production in central Texas and exploration for gold and silver in
northern Nevada.
Current Business
Refer
to NOTE 4 and NOTE 5 for property information.
Results of Operations
Results of Operations for the Three Months Ended January 31, 2021
and 2020
Revenue
Revenues
of oil and gas for the three months ended January 31, 2021 and 2020
were $400 and $148, respectively, an increase of $252. Revenues are
earned primarily from the J.E. Richey Lease from the sale of oil
and gas and are recorded net of any distributions paid.
The
decrease in revenue is due to lower production as well as lower oil
and gas prices.
Officer compensation
Officer
compensation was $6,600 and $0 for the three months ended January
31, 2021 and 2020, respectively. We began to incur monthly
compensation expense for our new CFO in April 2020 and no
compensation has been accrued or paid to the CEO in either
period.
14
Consulting
Consulting
fees were $8,000 and $0 for the three months ended January 31, 2021
and 2020, respectively. When needed the Company
hires experts in the mining, oil and gas industries to assist with
its current projects.
Consulting – related party
Consulting
– related party services were $15,000 and $15,000 for the
three months ended January 31, 2021 and 2020, respectively. Fees of
$5,000 per month are paid to Noel Schaefer, Director, but are
recorded as consulting fees.
Professional fees
Professional
fees were $6,250 and $6,270 for the three months ended January 31,
2021 and 2020, respectively, a decrease of $20. Professional fees
generally consist of legal, audit and accounting expense. The
increase can primarily be attributed to an increase in audit fees
billed during the period.
Mineral property expenditures
Mineral
property expenditures were $0 and $12,036 for the three months
ended January 31, 2021 and 2020, respectively, a decrease of
$12,036. The decrease in in the
current period can be attributed to a decrease in expenditures
while the Company pursues additional funding.
General and administrative
General
and administrative expense was $7,064 and $3,974 for the three
months ended January 31, 2021 and 2020, respectively, an increase
of $3,090 or 77.7%. The increase can be attributed to an increase
in our transfer agent fees for the period.
Interest expense
During
the three months ended January 31, 2021 and 2020 we had interest
expense of $3,979 and $3,979, respectively.
Other income
During
the three months ended January 31, 2021, we recognized a gain on
the forgiveness of debt of $23,616.
Net Loss
For the
three months ended January 31, 2021, we had a net loss of $22,877
as compared to a net loss of $41,111 for the three months ended
January 31, 2020.
Results of Operations for the Six Months Ended January 31, 2021 and
2020
Revenue
Revenues
of oil and gas for the six months ended January 31, 2021 and 2020
were $400 and $1,379, respectively, a decrease of $979 or 70.9%.
Revenues are earned primarily from the J.E. Richey Lease from the
sale of oil and gas and are recorded net of any distributions paid.
The
decrease in revenue is due to lower production as well as lower oil
and gas prices.
Officer compensation
Officer
compensation was $13,200 and $0 for the six months ended January
31, 2021 and 2020, respectively. We began to incur monthly
compensation expense for our new CFO in April 2020 and no
compensation has been accrued or paid to the CEO in either
period.
15
Consulting
Consulting
fees were $8,000 and $0 for the six months ended January 31, 2021
and 2020, respectively. When needed the Company
hires experts in the mining, oil and gas industries to assist with
its current projects.
Consulting – related party
Consulting
– related party services were $30,000 and $30,000 for the six
months ended January 31, 2021 and 2020, respectively. Fees of
$5,000 per month are paid to Noel Schaefer, Director, but are
recorded as consulting fees.
Professional fees
Professional
fees were $39,750 and $23,930 for the six months ended January 31,
2021 and 2020, respectively, an increase of $15,820 or 66.1%.
Professional fees generally consist of legal, audit and accounting
expense. The increase can primarily be attributed to an increase in
audit fees billed during the period.
Mineral property expenditures
Mineral
property expenditures were $1,000 and $27,169 for the six months
ended January 31, 2021 and 2020, respectively, a decrease of
$26,169. The decrease in in the
current period can be attributed to a decrease in expenditures
while the Company pursues additional funding.
General and administrative
General
and administrative expense was $12,185 and $9,088 for the six
months ended January 31, 2021 and 2020, respectively, an increase
of $3,097 or 34%. The increase can be attributed to an increase in
our transfer agent fees for the period.
Interest expense
During
the six months ended January 31, 2021 and 2020 we had interest
expense of $7,958 and $6,870, respectively, an increase of $1,088
or 15.8%. The increase is due to newly acquired loans in the later
part of fiscal year 2020.
Other income
During
the six months ended January 31, 2021, we had other income of
$25,000, that was received as a onetime payment pursuant to the
terms of a joint venture agreement that we entered into. We also
recognized a gain on the forgiveness of debt of
$23,616.
Net Loss
For the
six months ended January 31, 2021, we had a net loss of $63,077 as
compared to a net loss of $95,678 for the six months ended January
31, 2020.
Liquidity and Financial Condition
Operating Activities
Cash
used by operating activities was $109,170 for the six months ended
January 31, 2021. Cash used for operating activities was $108,840
for the six months ended January 31, 2020.
Financing Activities
Net
cash provided by financing activities was $125,000 for the six
months ended January 31, 2021. We received $130,000 from the sale
of our common stock, which was offset by a $5,000 repayment on one
of our loans payable. Net cash provided by financing activities was
$95,022 for the six months ended January 31, 2020. In the prior
period we received $22 from a related party, $75,000 from other
loans and sold common stock from cash proceeds of
$20,000.
16
We had
the following loans outstanding as of January 31,
2021:
On
August 22, 2013 the Company entered into a $50,000 Convertible Loan
Agreement with an un-related party. The Loan and interest are
convertible into Units at $0.08 per Unit with each Unit consisting
of one common share of the Company and ½ warrant with each
full warrant exercisable for one year to purchase one common share
at $0.30 per share. On July 10, 2014, a further $35,000 was
received from the same unrelated party under the same terms. On
July 31, 2018, this Note was amended whereby the principal and
interest are now convertible into Units at $0.04 per Unit with each
Unit consisting of one common share of the Company and ½
warrant with each full warrant exercisable for one year to purchase
one common share at $0.08 per share. The Loan shall bear interest
at the rate of Eight Percent (8%) per annum and matures on March
26, 2020. As of January 31, 2021, there is $85,000 and $53,466 of
principal and accrued interest, respectively, due on this loan.
This note is currently in default.
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. As of January 31, 2021 there is $5,013 of accrued
interest due on this loan. This note is currently in
default.
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 January 31, 2021, there
is $15,000 and $4,125 of principal and accrued interest,
respectively, due on this loan.
On June
11, 2020, a third party loaned the Company $14,000. On September 9,
2020, the Company repaid $5,000 on this loan. The loan is
unsecured, non-interest bearing and due on demand.
As of
January 31, 2021, the Company owed $5,000 to a third party. The
loan is unsecured, non-interest bearing and due on
demand.
During
the year ended July 31, 2020, a
third party loaned the Company $15,000. The loan is unsecured,
bears interest at 8% per annum and matures on September 1, 2021. As
of January 31, 2021, there is $1,627 of interest accrued on this
note.
.
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 January 31, 2021, there is $6,325 of interest accrued on this
note.
We will
require additional funds to fund our budgeted expenses over the
next twelve months. These funds may be raised through equity
financing, debt financing, or other sources, which may result in
further dilution in the equity ownership of our shares. There is
still no assurance that we will be able to maintain operations at a
level sufficient for an investor to obtain a return on his
investment in our common stock. Further, we may continue to be
unprofitable. We need to raise additional funds in the immediate
future in order to proceed with our budgeted expenses.
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.
17
Critical Accounting Policies
Refer to Note 2 of our financial statements contained elsewhere in
this Form 10-Q for a summary of our critical accounting policies
and recently adopting and issued accounting standards.
Item 3. Quantitative
and Qualitative Disclosures About Market Risk
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 4. Controls
and Procedures
We
maintain disclosure controls and procedures, as defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934
(the “Exchange Act”), that are designed to ensure that
information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms and that such
information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer
(our principal executive officer, principal financial officer and
principal accounting officer), as appropriate to allow timely
decisions regarding required disclosure.
We
carried out an evaluation, under the supervision and with the
participation of our management, including our chief executive
officer and chief financial officer (our principal executive
officer, principal financial officer and principal accounting
officer), of the effectiveness of the design and operation of our
disclosure controls and procedures as of quarter covered by this
report. Based on the evaluation of these disclosure controls and
procedures the chief executive officer and chief financial officer
(our principal executive officer, principal financial officer and
principal accounting officer) concluded that our disclosure
controls and procedures were not effective.
Changes in Internal Controls
During
the quarter covered by this report there were no changes in our
internal control over financial reporting that materially affected,
or are reasonably likely to materially affect, our internal control
over financial reporting.
18
PART II – OTHER
INFORMATION
Item 1. 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 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. For a full list of our
Risk Factors refer to our Form 10-K filed on January 31,
2021.
Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds
During the six months ended January 31, 2021, the Company sold 2,667,200 shares of common
stock at $0.03 per share for total cash proceeds of
$80,000.
During the six months ended January 31, 2021, the Company sold 2,500,000 shares of common
stock at $0.02 per share for total cash proceeds of
$50,000.
Item 3. Defaults
Upon Senior Securities
None.
Item 4. Mine
Safety Disclosures
Not
applicable.
Item 5. Other
Information
None.
19
Item 6. Exhibits
|
Exhibit Number
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|
Exhibit Description
|
|
|
|
|
|
|
Section
302 Certification under Sarbanes-Oxley Act of 2002.
|
|
|
|
Section
302 Certification under Sarbanes-Oxley Act of 2002.
|
|
|
|
Section
906 Certification under Sarbanes-Oxley Act of 2002.
|
|
|
(101)**
|
|
Interactive
Data File
|
|
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.
20
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the 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.
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|
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(Registrant)
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|
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|
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Dated:
March 17, 2021
|
/s/
Ivan Webb
|
|
|
Ivan Webb
|
|
|
Chief
Executive Officer
|
|
|
|
|
|
/s/
Noel Schaefer
|
|
|
Noel Schaefer
|
|
|
Chief
Operating Officer and Director
|
|
|
|
|
|
/s/
Rachel Boulds
|
|
|
Rachel Boulds
|
|
|
Chief
Financial Officer
|
|
|
|
|
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/s/
Victor Miranda
|
|
|
Victor Miranda
|
|
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Director
|
21