Item 4.01 – CHANGES IN REGISTRANT’S CERTIFYING
ACCOUNTANT
(a) Previous Independent Registered Public Accounting
Firm
(i) On February 7, 2020, Northern Minerals &
Exploration Ltd., (the “Company”) dismissed Fruci &
Associates II, PLLC as the
Company’s independent registered public accounting
firm.
(ii) The reports of Fruci & Associates II,
PLLC on the Company’s consolidated financial statements for
the fiscal years ended
July 31, 2018 and 2017, contained no adverse opinion or disclaimer
of opinion and were not qualified or
modified as to
uncertainty, audit scope or accounting principle except to indicate
that there was substantial doubt about the Company’s ability
to continue as a going concern.
(iii) The Company’s Board of Directors
participated in and approve the decision to change independent
registered public accounting firms.
(iv) During the fiscal years ended July 31, 2018
and 2017, there have been no disagreements with Fruci &
Associates II, PLLC on any
matter of accounting principles or practices,
financial statement
disclosure or auditing scope or procedure, which disagreements if not resolved to
the satisfaction of Fruci & Associates II, PLLC would have
caused them to make reference thereto in connection with their
report on the financial statements for such years. However, from
fiscal year ended July 31, 2018 and through February 7, 2020, there
has been a disagreement with Fruci & Associates II, PLLC on
auditing scope or procedure, which disagreements if not resolved to
the satisfaction of Fruci & Associates II, PLLC we believe
would prevent the issuance of their report for the fiscal years
ended July 31, 2019.
(v)
The Company has requested that Fruci & Associates II, PLLC
furnish it with a letter addressed to the SEC stating whether or
not it agrees with the above statements. A copy of the letter
provided by Fruci & Associates II, PLLC is filed as Exhibit
16.1 to this Form 8-K.
(b) New Independent Registered Public Accounting Firm
(i) On February 7, 2020 the Company engaged Haynie
& Company as its new independent registered public
accounting firm. During
the most recent fiscal years and through February 7, 2020, the
Company had not consulted with Haynie
& Company regarding
any of the following:
(ii)
The application of accounting principles to a specific transaction,
either completed or proposed;
(iii) The type of audit opinion that might be
rendered on the Company’s consolidated financial statements,
and none of the following
was provided to the Company: (a) a written report, or (b) oral
advice that Haynie & Company concluded was an important factor considered by the Company
in reaching a decision as to accounting, auditing or financial
reporting issue; or
(iv)
Any matter that was subject of a disagreement, as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K.