Northern Minerals & Exploration (OTC: NMEX) sets 25% threshold for special meetings

Rhea-AI Filing Summary

Northern Minerals & Exploration Ltd. updated its corporate bylaws to give significant shareholders a clearer path to request special meetings. On January 9, 2026, the board approved Amended and Restated Bylaws, effective immediately, allowing one or more shareholders holding at least 25% of the company’s issued and outstanding voting shares to call a special meeting of shareholders, as long as they follow the notice and procedural requirements in the bylaws.

The restated bylaws keep the prior bylaws in all material respects, meaning the main change centers on how special meetings can be initiated by larger shareholders. The full Amended and Restated Bylaws are included as an exhibit to this report for reference.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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) January 7, 2026

NORTHERN MINERALS & EXPLORATION LTD.

(Exact name of registrant as specified in its charter)

Nevada		333-146934		98-0557171
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1267 N 680 W Pleasant Grove, UT, 84062

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))

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. ☐

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		NMEX		OTC Pink

Item 5.03 Amendment to Bylaws establishing 25% shareholder vote to call a special meeting of the shareholders.

On January 9, 2026, the Board of Directors of Northern Minerals and Exploration Ltd. approved and adopted Amended and Restated Bylaws, effective immediately. The amendment revised the Company’s bylaws to permit one or more shareholders holding not less than twenty five percent of the Company’s issued and outstanding shares entitled to vote to call a special meeting of shareholders, subject to the notice and procedural requirements set forth in the bylaws. The Amended and Restated Bylaws otherwise retain the prior bylaws in all material respects. A copy of the Amended and Restated Bylaws is filed as an exhibit to this Current Report on Form 8 K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
3.02	Amended and Restated Bylaws
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.
/ s / Noel Schaefer
President & CEO
Date:	January 12, 2026

FAQ

What governance change did Northern Minerals & Exploration Ltd. (NMEX) report in this 8-K?

The company reported that its board approved and adopted Amended and Restated Bylaws that change how special shareholder meetings can be called.

What shareholder threshold is now required to call a special meeting at NMEX?

The amended bylaws allow one or more shareholders holding at least 25% of issued and outstanding voting shares to call a special meeting, subject to bylaw procedures.

When did NMEX’s amended and restated bylaws become effective?

The board approved the Amended and Restated Bylaws on January 9, 2026, and they became effective immediately on that date.

Did Northern Minerals & Exploration Ltd. change other aspects of its bylaws?

According to the disclosure, the Amended and Restated Bylaws retain the prior bylaws in all material respects, aside from the change regarding special meetings.

Where can investors find the full text of NMEX’s new bylaws?

The Amended and Restated Bylaws are filed as Exhibit 3.02 to the report and are incorporated by reference.

What stock market does NMEX common stock trade on?

NMEX common stock trades on the OTC Pink market under the trading symbol NMEX.