M&A - NORTHERN MINERALS & EXPLORATION LTD.

Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925016085

Filing Summary: On April 21, 2025, Northern Minerals & Exploration Ltd. acquired various percentages of working interest in 14 natural gas producing wells across 9 oil and gas leases from Lost Creek Acquisitions LLC, concerning locations in Le Flore, McClain, Kingfisher, and Pittsburg Counties in Oklahoma. The effective date of this acquisition is set for March 1, 2025. The total acquisition price for the wells is $293,000, with $25,000 paid in cash and the issuance of 4,000,000 restricted shares of common stock. The Seller will be subject to a Post-Closing Performance Measurement, requiring the wells to achieve a minimum of $2,900 in net profit per month over a six-month performance period ending August 31, 2025. If this threshold is not met, Northern Minerals has the right to unwind the transaction. They also retain the option to repurchase the shares from the Seller within 60 days after the performance period at a price determined by the lesser of $0.10 per share or the market price based on average trading over 10 days following the notification. Additionally, as of April 17, 2025, Victor Francisco Miranda Bistrain resigned as a Director, with no conflicts reported regarding his departure. Subsequently, on April 30, 2025, Mr. Jose Berhane Tewolde Serrano was appointed to fill the vacancy on the Board of Directors.