What additional obligations does Northern Minerals (NMEX) have related to the Bosworth 0203 1H-27X well?

The company must participate in the anticipated Oklahoma Corporation Commission force pooling order for the Bosworth 0203 1H-27X well. This requires a timely election to participate and payment of its proportionate share of estimated drilling and completion costs within order deadlines.

Northern Minerals to buy $21,666 Oklahoma leasehold

Northern Minerals & Exploration Ltd. entered into a material agreement to acquire a 5.4165 net mineral acre leasehold interest in Garvin County, Oklahoma tied to the proposed Bosworth 0203 1H-27X well.

Accepted by SEC EDGAR 06/05/2026 - 04:35 PM EDT

Filing Impact

(High)

Filing Sentiment

(Negative)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Northern Minerals & Exploration Ltd. entered into a material agreement to acquire a 5.4165 net mineral acre leasehold interest in Garvin County, Oklahoma tied to the proposed Bosworth 0203 1H-27X well. The total consideration is $21,666, split between $10,833 in cash and $10,833 in 216,660 shares of common stock. The interest is expected to be delivered at a 77% net revenue interest. The company must also participate in a future Oklahoma Corporation Commission force pooling order, including electing to participate and funding its share of drilling and completion costs. The equity portion will be issued in a private, unregistered transaction under Section 4(a)(2) of the Securities Act.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Total consideration: $21,666 Cash component: $10,833 Equity component value: $10,833 +5 more

8 metrics

Total consideration $21,666 Acquisition of 5.4165 net mineral acre leasehold interest

Cash component $10,833 Cash payable on or before July 31, 2026

Equity component value $10,833 Value of common stock issued as partial consideration

Shares issued 216,660 shares Common stock issued as partial consideration for leasehold

Net mineral interest 5.4165 net mineral acres Leasehold interest in Garvin County, Oklahoma

Net revenue interest 77% Expected net revenue interest of the acquired leasehold

Securities Act exemption Section 4(a)(2) Exemption for unregistered issuance of 216,660 shares

Cash payment deadline July 31, 2026 Due date for $10,833 cash payment

Key Terms

Material Definitive Agreement, net mineral acre leasehold interest, net revenue interest, force pooling order, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

net mineral acre leasehold interest financial

"regarding the acquisition of a 5.4165 net mineral acre leasehold interest"

net revenue interest financial

"The interest is expected to be delivered at a 77% net revenue interest."

Net revenue interest is the percentage of production income a property owner actually keeps after other claims such as royalties, taxes or operator fees are paid. Think of it as your slice of the pie after everyone else takes their share; it tells investors how much cash from sales will flow to the owner and directly affects expected revenue, valuation and return on an oil, gas or mineral asset.

force pooling order regulatory

"participate in the anticipated Oklahoma Corporation Commission force pooling order"

Unregistered Sales of Equity Securities regulatory

"Item 3.02 – Unregistered Sales of Equity Securities"

Section 4(a)(2) of the Securities Act of 1933 regulatory

"exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leasehold interest is Northern Minerals (NMEX) acquiring in Oklahoma?

Northern Minerals is acquiring a 5.4165 net mineral acre leasehold interest in Garvin County, Oklahoma. The interest is associated with the proposed Bosworth 0203 1H-27X well and is expected to be delivered at a 77% net revenue interest, affecting future production economics.

How much is Northern Minerals (NMEX) paying for the new leasehold interest?

The company agreed to pay total consideration of $21,666 for the leasehold interest. This includes $10,833 in cash and $10,833 in common stock, providing a mix of cash and equity to the seller while limiting upfront cash outlay for Northern Minerals.

How many Northern Minerals (NMEX) shares will be issued in this transaction?

Northern Minerals plans to issue 216,660 shares of its common stock as partial consideration. These shares are valued at $10,833 and will be issued in a private, unregistered transaction to persons designated by R.A. Miller Energy, Inc., contributing to modest equity dilution.

Under what exemption are Northern Minerals (NMEX) shares being issued?

The 216,660 shares will be issued in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933. This exemption allows unregistered offerings to sophisticated investors, reducing regulatory burden while still compensating the seller with equity.

Who is Northern Minerals (NMEX) contracting with for this leasehold acquisition?

Northern Minerals entered a Memorandum of Understanding with R.A. Miller Energy, Inc. for the leasehold acquisition. Upon both parties fulfilling their obligations, R.A. Miller Energy will assign its 5.4165 net mineral acre leasehold position to Northern Minerals under the agreed terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2026

NORTHERN MINERALS & Exploration Ltd

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

333-146934

(Commission File Number)

98-0557171

(I.R.S. Employer Identification No.)

1267 N 680 W Pleasant Grove, UT, 84062

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (801) 885-9260

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	NMEX	OTC Pink

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

On June 2, 2026, Northern Minerals and Exploration Ltd. ("NMEX" or the "Company") entered into a Memorandum of Understanding with R.A. Miller Energy, Inc. ("RAM") regarding the acquisition of a 5.4165 net mineral acre leasehold interest located in Sections 27 and 34, Township 2 North, Range 3 West, and Section 3, Township 1 North, Range 3 West, Garvin County, Oklahoma, associated with the proposed Bosworth 0203 1H-27X well.

Pursuant to the agreement, the Company agreed to acquire the leasehold interest for total consideration of $21,666, consisting of (i) $10,833 in cash payable on or before July 31, 2026, and (ii) $10,833 payable in 216,660 shares of the Company's common stock.

Upon satisfaction of the parties' obligations, RAM will assign its 5.4165 net mineral acre leasehold position to the Company. The interest is expected to be delivered at a 77% net revenue interest.

The agreement further requires the Company to participate in the anticipated Oklahoma Corporation Commission force pooling order relating to the proposed well, including making a timely election to participate and paying its proportionate share of estimated drilling and completion costs within the deadlines established by the applicable pooling order.

The foregoing description is qualified in its entirety by reference to the Memorandum of Understanding dated May 20, 2026, which was executed by the parties on June 2, 2026.

Item 3.02 – Unregistered Sales of Equity Securities

As partial consideration for the acquisition, the Company agreed to issue 216,660 shares of its common stock valued at $10,833. The shares will be issued to persons designated by R.A. Miller Energy, Inc. in a private transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NORTHERN MINERALS & EXPLORATION LTD.

Date: June 5, 2026

By: /s/ Noel Schaefer

Name: Noel Schaefer

Title: CEO and Director

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents