Material Agreement, Private Placement (Form 8-K)

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.