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Home News Form 8-K NORTHERN MINERALS & EXPL for: March 25th

Form 8-K NORTHERN MINERALS & EXPL for: March 25th

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D.C. 20549

8 thousand


§ 13 OR 15 (d) of the Securities Exchange Act of 1934

of the report (date of the earliest reported event) 25 March 2019

Name of registrant according to his charter)

Nevada 333-146934 98-0557171

or other jurisdiction


File number)



West Broadway, Suite 700, Salt Lake City, Utah
the main offices)
(Post Code

Telephone number including area code (801) 885-9260

FM 2088, Quitman, Texas 75783
Name or previous address, if changed since the last report.)

the corresponding box below, if the registration form 8-K is to fulfill the registration requirement of the registrant at the same time
under one of the following conditions:

Written communications under Rule 425 of the Securities Act (17 CFR 230.425)

Material under Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Before the start
Notifications under Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

Before the start
Notifications under Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

By ticking indicate if the registrant
is an emerging growth company within the meaning of Rule 405 of the Securities Act of 1933 (Section 230.405 of this Chapter) or Rule 12b-2
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If there is an emerging growth company, check to see if the registrant has chosen not to use the extended enterprise
Transition period for compliance with new or revised accounting standards in accordance with Section 13 (a) of the
Exchange Act.

1.02 – Essential agreement

Gold property in Nevada

As previously announced, on September 14, 2012, we entered into an option agreement (last amended on February 11, 2016) with AHL
Holdings Ltd. and Golden Sands Exploration Inc., where we acquired an option to acquire an 80% interest
Mining claims related to the Winnemucca Mountain property in Humboldt County, Nevada ("Property"). This Winnemucca
The mountain property currently comprises 138 unpatented mining claims covering approximately 2700 hectares.

On July 23, 2018, the Company entered into a new option agreement with AHL Holding Ltd and Golden Sands Exploration Inc. ("Optionors").
This agreement provided for the payment of $ 25,000 and the issuance of 3,000,000 common shares of the Company
Work commitments. The Company has issued the Shares and made the first payment of $ 25,000 under the terms of the July 31, 2018 Agreement.
The second payment of $ 25,000 per contract was not paid when it matured on August 31, 2018, thereby damaging the Company
according to the terms of the agreement of 23 July 2018.

March 25, 2019 The Company has entered into a new option agreement with the option issuers. As stated in the new option agreement, the company has
has agreed to certain conditions in order to acquire the right to an 80% interest in the property. These conditions include cash
Payments, issue of ordinary shares of the company and employment obligations. For more information, see the new option agreement
that is included and part of this filing made.

3.02 – Unregistered sales of equity securities

Placement of Registered Ordinary Shares:

In March, we completed the sale of 4,166,667 common shares ($ 0.001 par value) and raised $ 75,000 ($ 0.03 per share)
2019 to three investors who are "accredited persons" Securities Law of the United States
from 1933 as amended
, After the shares have been issued from this private placement, our issued and outstanding shares will be issued
54,603,685 shares (75,000,000 authorized common shares). The issue of 4,166,667 ordinary shares corresponds to 7.63%.
issued and outstanding shares. The funds raised from the private placement are used for the general payment of outstanding amounts
Liabilities and help to bring us up to date in our prudential

Point 9.01 Graduations and exhibits


In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly signed this report on its behalf
duly authorized by the undersigned.

/ s /
Noel Schaefer
operating officer
April 11, 2019


Appendix 99.1



Lake City, Utah, April 3, 2019 – Northern Minerals & Exploration Ltd. (Stock symbol: NMEX) announces this
NMEX has entered into a new agreement to acquire an 80% interest in the Winnemucca Mountain Gold and Silver Property
to a net meltdown fee of 3%.

The Winnemucca Mountain property (the "Property") comprises a total of 138 unpatented mineral claims (2,600 hectares) in Humboldt
County in northwest Nevada. Humboldt County is the second largest gold producing county in the United States and is home to numerous
Past and production of gold mines including Getchell (Barrick / Newmont), Marigold (Goldcorp), Lone Tree (Newmont) and Twin Creeks
(Newmont). The property is approximately 25 km northwest of the Lone Tree Mine and 30 km southeast of the historic Sleeper Open
The mine mine operated by Amax Gold from 1986 to 1996. An additional resource has been identified in recent exploration work at Sleeper
5 million ounces of gold and over 60 million ounces of silver.

The property is located near the northern end of the highly productive mineral trend Battle Mountain-Eureka and is underlain by Triassic
Sediments intersected by different phases of Cretaceous and Tertiary intrusive and volcanic rocks. Previous exploration on Winnemucca
That of the Santa Fe Pacific Gold Corp. Mountain property (now Newmont Mining) constructed between 1998 and 1990 focused on the gable
covered swordfish zone. Santa Fe interprets the gold mineralization in the Swordfish Zone as occurring in a northeastern low
Sulfide quartz vein-type system, which is about 670 meters (2,200 feet) long.

Exploration, including geological mapping, rock sampling and CSAMT geophysics, has resulted in a series of precipitous consequences
Quartz veins and outcrops appear to be associated with a significant NNE trend structure that correlates with the mapped venous system.
The zone is displaced by a series of parallel substructures with a width of several hundred feet and a length of 3,000 to 5,000 feet
The swordfish target area The total strike length of the swordfish target may be significantly longer than
the 2,200 feet that had outlined Santa Fe Pacific in the '90s earlier.

in the
In addition to the Swordfish and SF extension areas, additional exploration targets have been identified, consisting of several
Outbreaks of vein-like occurrences reported anomalous gold values, which need further investigation.

The review of the results of the historical exploration, in accordance with recent work, is currently being carried out by NMEX with a focus on
Establish drill targets to further evaluate the potential of the gold and silver property at Winnemucca Mountain.


Minerals & Exploration ("NMEX") is an emerging publicly traded company focused on the exploration of oil and natural gas.
Production in Texas, gold and silver exploration in Nevada and real estate development projects in Mexico.

To the
For more information on NMEX, see or

follow us on Twitter, Facebook & LinkedIn

Looking statements:

The historical facts contained in this news release are not forward-looking statements that involve risks and uncertainties.
including the effects of economic conditions, the impact of competition and the results of funding efforts;
Changes in consumer preferences and trends. The words "estimate," "possible," "search"
and similar expressions identify forward-looking statements that speak only of the date on which the statement was made. The enterprise
undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events;
or otherwise. Future events and actual results may differ materially from those described, intended or implied
the forward-looking statements. The information in this document is subject to change without notice. Northern minerals and exploration
Ltd. is not liable for technical or editorial errors or omissions in this document. This article describes the most important provisions
in the 500-page tax reform law. It is not a comprehensive explanation of changes to the tax code and is not intended for use
as tax advice or advice. Readers should seek advice from a qualified tax expert on how this new law will affect their interests.

Annex 99.2

AHL Holdings Ltd & Golden Sands Exploration
11595 Bailey Crescent
Surrey, BC
Canada V3V 2V4

By email

March 20, 2019

Northern Minerals and Exploration Ltd

Suite 700, 10 West Broadway

Salt Lake City, Utah

USA 84101

Note: Ivan Webb

Re: New option agreement for the Swordfish Property, Winnemucca,


Northern Minerals and Exploration Ltd
("Northern") is in default under the option agreement of 14 September 2012 (amended and amended on 30 July 2014)
and last amended on 11 February 2016 (option agreement)) and the letter of 23 July 2018 (
Letter Agreement ") on the Swordfish Property, Winnemucca, Nevada, with Golden Sands Exploration Inc. (" Golden Sands ")
and AHL Holdings Ltd ("AHL"). Copies of the agreements of 30 July 2014, 11 February 2016 and 23 July 2018 are attached.
Sands and AHL were previously delayed in Northern; northern
Specification of the conditions that have left
several outstanding obligations due to Northern Golden Sands and AHL, including but not limited to; Failure to keep everything
the property in good condition, cash and stock payments, exploration expenditures and technical reports;
has partially reduced its obligations to Golden Sands and AHL by paying certain payments to Golden Sands in total
$ 29,000 in 2018 The result reduces the outstanding liabilities of Golden Sands and AHL in the north to their current present value
$ 350,000, with Northern having no right to participate in the Swordfish property;
has again requested that Golden Sands and AHL enter into a new option agreement for the Swordfish property with Northern,
Northern again has the right to participate in the property;

Northern has met some of the outstanding commitments, and Gold Sands and AHL are ready to take a new option
Agreement, as stated in this letter, agreement on the following conditions:

Northern will have the right to earn one
80% interest, subject to a 3% fee on the Winnemucca Mountain property of:

Northern makes cash payments to Golden Sands as follows:

$ 20,000 on or before March 29, 2019 (firm commitment);

Additional $ 30,000 on or before May 31, 2019
(firm commitment);

Another $ 50,000 on or before March 20, 2020,
(the 1st Anniversary) (firm commitment);

Another $ 50,000 on or before the 2nd
& 3rd Anniversary;

Another $ 100,000 through the 4th by
7th Anniversary; and

Another $ 1 million to the 8th anniversary

Northern edition and delivery to Golden Sands

2,000,000 common shares of Northern on or before January
31, 2021

Northern pays the cost of the new acquisition
the area of ​​the property, previously held by the 70 relatives, claims that Northern has failed to maintain a good reputation under the option agreement;
or Northern, to purchase additional mining claims, real estate or mining operations that are acceptable to Golden Sands and AHL at a price
from at least $ 25,000 until September 30, 2020 (firm commitment)

New exploration costs arise as follows:

$ 200,000 on or before December 31, 2020 (firm commitment);

Additional $ 300,000 on or before December 31st
every year 2021, 2022 & 2023; and

Additional $ 500,000 on or before December 31st
2024 and thereafter each year until exercise of the option;

Northern commercially useful
Efforts to quote on the OTC markets on or before 31 October 2019 (firm commitment);

Northern to keep the property in good condition
during the life of the option, including an advance of at least $ 25,000 at Golden Sands to pay the annual BLM & Humboldt
District fees and utilities until 30 June 2019 and every year thereafter (firm commitment);

Northern makes annual advances
License payments during the term of the option, starting on 4th Anniversary of this letter of agreement from
$ 25,000 and $ 50,000 in Year 5 and every year thereafter;

Northern delivers a feasibility report to Golden Sands and AHL
until the 18th of Julyth2026;

Northern will have the option to earn 2% of the 3% NSR for $ 1.5 million per 1%.

Northern agrees if it is not completed
any period or obligation of this Letter Agreement that all firm obligations become due and payable immediately
Northern agrees to promptly pay Gold Sands and AHL the present value of the sum of these firm commitments (firm commitment)

All information is in US dollars. The shares in
Any agreement to be made under this letter must be registered on behalf of Golden Sands and all cash payments must be made by bank transfer
to Gold Sands US $ TD Canada Trust Account (wire attached). After payment of the 2nd Cash payment of
Golden Sands and AHL, who will be paid by Northern on or before May 31, 2019, will seek legal assistance to prepare a new formal option
Agreement using the terms and form of the attached option agreement as amended and amended on July 30, 2014 and incorporating the terms
this new letter agreement. This new letter agreement will be incorporated into the terms and conditions of the agreement dated 30 July 2014
form the new option agreement until a new formal option agreement is drafted by a legal advisor and executed by all parties.
Northern is responsible for the costs of Golden Sands and AHL for the preparation of this new formal option agreement.

In the event that North
at any time under the conditions fails or decides to discontinue the option to acquire an interest in the property, subject to
no payment is required for this new letter contract, which was included in the terms of the contract of 30 July 2014
or an optional amount of exploration.

This new letter agreement does not exonerate
North of all firm obligations and obligations that it currently has, and all other terms of the option agreement remain in
full force and effect and Northern agrees also for this letter agreement.

If the above is acceptable
To sign you on behalf of Northern, please send them below and return them by 4:00 pm PST on Monday, March 25, 2019
Acceptance of the above conditions by Northern.

Please call me if you have any questions.

Yours sincerely,

/ s / Jimmy Lenec
Jimmy Lenec
AHL Holdings Ltd
Golden Sands Exploration Inc
Recognized and accepted the 25thth Day in march 2019,
/ s /
Ivan Webb
Ivan Webb,
CEO of Northern Minerals and Explorations Ltd



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