EXHIBIT 99.1

 

 

NXT ENERGY SOLUTIONS INC.

 

Unaudited Condensed Consolidated Interim Financial Statements

For the three and six months ended

June 30, 2025

 

 

 

 

 

NXT ENERGY SOLUTIONS INC.

Condensed Consolidated Interim Balance Sheets

(Unaudited-expressed in Canadian dollars)

 

 

 

   June 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 1,947,533

 

 

$ 730,395

 

Short-term investments

 

 

204,137

 

 

 

-

 

Accounts receivable (Note 3)

 

 

4,936,476

 

 

 

105,858

 

Contract assets (Note 3)

 

 

696,738

 

 

 

-

 

Prepaid expenses

 

 

197,038

 

 

 

274,799

 

 

 

 

7,981,922

 

 

 

1,111,052

 

Long term assets

 

 

 

 

 

 

 

 

Deposits

 

 

247,446

 

 

 

261,485

 

Property and equipment

 

 

379,517

 

 

 

375,777

 

Right of Use Assets (Note 4)

 

 

2,371,961

 

 

 

2,506,506

 

Intellectual property (Note 5)

 

 

8,922,224

 

 

 

9,771,481

 

 

 

$ 19,903,070

 

 

$ 14,026,301

 

Liabilities and Shareholders' Equity Deficit

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities (Note 6)

 

$ 1,344,532

 

 

$ 1,233,974

 

Deferred revenue

 

 

68,046

 

 

 

840,768

 

Current portion of convertible debentures (Note 7)

 

 

1,863,713

 

 

 

4,915,248

 

Current portion of long-term debt

 

 

111,111

 

 

 

111,111

 

Current portion of lease obligation (Note 8)

 

 

704,080

 

 

 

693,607

 

 

 

 

4,091,482

 

 

 

7,794,708

 

Long-term liabilities

 

 

 

 

 

 

 

 

Convertible debentures (Note 7)

 

 

-

 

 

 

4,259,709

 

Long-term debt

 

 

546,296

 

 

 

601,852

 

Long-term lease obligations (Note 8)

 

 

1,204,744

 

 

 

1,607,935

 

Asset retirement obligation

 

 

25,989

 

 

 

24,761

 

 

 

 

1,777,029

 

 

 

6,494,257

 

 

 

 

5,868,511

 

 

 

14,288,965

 

Shareholders' deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares (Note 10): - authorized unlimited Issued: 108,952,643 (2024 – 78,495,184) common shares

 

 

111,722,667

 

 

 

98,262,510

 

Contributed capital

 

 

9,874,528

 

 

 

9,739,322

 

Deficit

 

 

(107,562,636 )

 

 

(108,264,496 )

 

 

 

14,034,559

 

 

 

(262,664 )

 

 

$ 19,903,070

 

 

$ 14,026,301

 

 

Going Concern (Note 1)

Commitments (Note 9)

 

Signed "Charles Selby"

 

Signed "Bruce G. Wilcox"

 

Director 

 

Director

 

             

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 
Page | 1

 

 

NXT ENERGY SOLUTIONS INC.

Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss)

(Unaudited-expressed in Canadian dollars)

 

 

 

For the three months

ended June 30,

 

 

For the six months

ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

SFD® related revenue (Note 15)

 

$ 1,656,476

 

 

$ -

 

 

$ 14,120,547

 

 

$ 602,072

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SFD® related costs, net

 

 

1,267,796

 

 

 

253,580

 

 

 

3,599,626

 

 

 

984,100

 

General and administrative expenses (Notes 12, 16)

 

 

1,208,439

 

 

 

962,043

 

 

 

2,316,806

 

 

 

1,983,349

 

Amortization

 

 

479,248

 

 

 

482,134

 

 

 

956,145

 

 

 

922,698

 

 

 

 

2,955,483

 

 

 

1,697,757

 

 

 

6,872,577

 

 

 

3,890,147

 

Other expenses (income)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

194,697

 

 

 

189,189

 

 

 

445,359

 

 

 

302,768

 

Foreign exchange loss (gain)

 

 

(100,086 )

 

 

64,998

 

 

 

(165,167 )

 

 

110,004

 

Loss on remeasurement of convertible debentures (Note 7)

 

 

5,579,602

 

 

 

955,468

 

 

 

6,249,145

 

 

 

955,468

 

Patent costs and loss on disposal of assets & lease modifications

 

 

9,438

 

 

 

105,801

 

 

 

16,803

 

 

 

143,498

 

 

 

 

5,683,561

 

 

 

1,315,456

 

 

 

6,546,110

 

 

 

1,511,738

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

 

 

(6,982,658 )

 

 

(3,013,213 )

 

 

701,860

 

 

 

(4,799,813 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income and comprehensive (loss) income

 

$ (6,982,658 )

 

$ (3,013,213 )

 

$ 701,860

 

 

$ (4,799,813 )

Net (loss) income per share (Note 11)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ (0.08 )

 

$ (0.04 )

 

$ 0.01

 

 

$ (0.06 )

Diluted

 

$ (0.08 )

 

$ (0.04 )

 

$ 0.01

 

 

$ (0.06 )

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 
Page | 2

 

 

NXT ENERGY SOLUTIONS INC.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited-expressed in Canadian dollars)

 

 

 

For the three months

ended June 30,

 

 

For the six months

ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cash from (used in):

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$ (6,982,658 )

 

$ (3,013,213 )

 

$ 701,860

 

 

$ (4,799,813 )

Items not affecting cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation expense (Note 12)

 

 

338,162

 

 

 

91,020

 

 

 

537,077

 

 

 

137,216

 

Amortization

 

 

479,248

 

 

 

482,134

 

 

 

956,145

 

 

 

922,698

 

Accretion expense

 

 

615

 

 

 

614

 

 

 

1,228

 

 

 

1,229

 

Non-cash lease amortization and accretion (Note 8)

 

 

58,234

 

 

 

67,417

 

 

 

116,550

 

 

 

239,636

 

Unrealized foreign exchange loss (gain)

 

 

(217,139 )

 

 

144,812

 

 

 

(262,066 )

 

 

158,275

 

Loss on disposal of assets and lease modification

 

 

6,734

 

 

 

103,769

 

 

 

7,138

 

 

 

135,455

 

Remeasurement of convertible debentures (Note 7)

 

 

5,579,602

 

 

 

955,468

 

 

 

6,249,145

 

 

 

955,468

 

Change in deposits

 

 

1,441

 

 

 

1,440

 

 

 

2,881

 

 

 

2,881

 

Change in non-cash working capital balances (Note 14)

 

 

1,132,209

 

 

 

569,578

 

 

 

(6,378,371 )

 

 

1,233,610

 

Lease payments

 

 

(60,168 )

 

 

(69,170 )

 

 

(120,336 )

 

 

(246,552 )

 

 

 

7,318,938

 

 

 

2,347,082

 

 

 

1,109,391

 

 

 

3,539,916

 

Net cash from (used) in operating activities

 

 

336,280

 

 

 

(666,131 )

 

 

1,811,251

 

 

 

(1,259,897 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from the employee share purchase plan (Note 12)

 

 

10,557

 

 

 

9,461

 

 

 

26,333

 

 

 

16,942

 

Proceeds from stock options

 

 

59,417

 

 

 

-

 

 

 

59,417

 

 

 

-

 

Repayment of long-term debt

 

 

(27,778 )

 

 

(27,778 )

 

 

(55,556 )

 

 

(55,556 )

Proceeds from convertible debentures (Note 7)

 

 

-

 

 

 

2,709,998

 

 

 

-

 

 

 

3,472,078

 

Repayment of lease obligations (Note 8)

 

 

(139,318 )

 

 

(117,099 )

 

 

(274,539 )

 

 

(117,099 )

Net cash from (used in) financing activities

 

 

(97,122 )

 

 

2,574,582

 

 

 

(244,345 )

 

 

3,316,365

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing activity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment, net

 

 

(10,110 )

 

 

(2,927 )

 

 

(41,303 )

 

 

(27,029 )

Purchase of short-term investments

 

 

-

 

 

 

(68,417 )

 

 

(213,940 )

 

 

(68,417 )

Net cash used in investing activity

 

 

(10,110 )

 

 

(71,344 )

 

 

(255,243 )

 

 

(95,446 )

Effect of foreign exchange rate changes on cash and cash equivalents

 

 

(98,872 )

 

 

(4,287 )

 

 

(94,525 )

 

 

2,707

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

130,176

 

 

 

1,832,820

 

 

 

1,217,138

 

 

 

1,963,729

 

Cash and cash equivalents, beginning of the period

 

 

1,817,357

 

 

 

532,622

 

 

 

730,395

 

 

 

401,713

 

Cash and cash equivalents, end of the period

 

$ 1,947,533

 

 

$ 2,365,442

 

 

$ 1,947,533

 

 

$ 2,365,442

 

Supplemental information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash interest paid

 

$ 209,278

 

 

$ 116,199

 

 

$ 422,427

 

 

$ 202,832

 

Non-cash financing activities, conversion of convertible debt

 

$ 13,161,546

 

 

 

-

 

 

$ 13,161,546

 

 

 

-

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 
Page | 3

 

 

NXT ENERGY SOLUTIONS INC.

Condensed Consolidated Interim Statements of Shareholders' Deficit

(Unaudited-expressed in Canadian dollars)

 

 

 

For the three months

ended June 30,

 

 

For the six months

 ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of the period

 

$ 98,441,552

 

 

$ 98,194,233

 

 

$ 98,262,510

 

 

$ 98,179,271

 

Issuance of common stock, net of share issuance costs for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee Share Purchase Plan (Note 12)

 

 

21,113

 

 

 

18,921

 

 

 

52,.665

 

 

 

33,883

 

Restricted Stock Unit Plan (Note 12)

 

 

-

 

 

 

-

 

 

 

39,035

 

 

 

-

 

Exercise of stock options

 

 

59,417

 

 

 

 -

 

 

 

59,417

 

 

 

 -

 

Conversion of convertible debentures (Note 10)

 

 

13,161,546

 

 

 

 -

 

 

 

13,161,546

 

 

 

 -

 

Transfers from contributed capital:

 

 

 

 

 

 

 -

 

 

 

 

 

 

 

 -

 

Exercise of stock options

 

 

(69,416 )

 

 

 -

 

 

 

39,039

 

 

 

 -

 

Equity based transaction with non-employee (Note 10)

 

 

108,455

 

 

 

 -

 

 

 

108,455

 

 

 

 -

 

Balance at end of the period

 

 

111,722,667

 

 

 

98,213,154

 

 

 

111,722,667

 

 

 

98,213,154

 

Contributed Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of the period

 

 

9,771,592

 

 

 

9,585,205

 

 

 

9,739,322

 

 

 

9,552,839

 

Transfer of equity to common shares (Note 10)

 

 

(39,039 )

 

 

 -

 

 

 

(147,494 )

 

 

 -

 

Recognition of stock-based compensation expense (Note 12)

 

 

141,975

 

 

 

56,435

 

 

 

282,700

 

 

 

88,801

 

Balance at end of the period

 

 

9,874,528

 

 

 

9,641,640

 

 

 

9,874,528

 

 

 

9,641,640

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of the period

 

 

(100,579,978 )

 

 

(100,973,301 )

 

 

(108,264,496 )

 

 

(99,186,701 )

Net (loss) income

 

 

(6,982,658 )

 

 

(3,013,213 )

 

 

701,860

 

 

 

(4,799,813 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at end of the period

 

 

(107,562,636 )

 

 

(103,986,514 )

 

 

(107,562,636 )

 

 

(103,986,514 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Shareholders' Deficit at end of the period

 

$ 14,034,559

 

 

$ 3,868,280

 

 

$ 14,034,559

 

 

$ 3,868,280

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.             

 

 
Page | 4

 

  

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

 

1. The Company and going concern

 

NXT Energy Solutions Inc. (the "Company" or "NXT") is a publicly traded company based in Calgary, Alberta Canada and listed on the Toronto Stock Exchange (“TSX”).

 

NXT's proprietary Stress Field Detection ("SFD®") technology is an airborne survey system that utilizes the principles of quantum mechanics to infer stress anomalies of exploration interest. This method can be used both onshore and offshore to remotely identify areas conducive to fluid entrapment to recommend areas with commercial hydrocarbon and/or geothermal potential.

 

These unaudited condensed consolidated interim financial statements for the period ended June 30, 2025 (the” Consolidated Financial Statements”) of NXT have been prepared by management in accordance with generally accepted accounting principles of the United States of America ("US GAAP”).

 

These Consolidated Financial Statements reflect adjustments, all of which are normal recurring adjustments that are, in the opinion of management, necessary to reflect fairly the financial position and results of operations for the respective periods.

 

These Consolidated Financial Statements have been prepared on a going concern basis. The going concern basis of presentation assumes that NXT will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

 

The events described in the following paragraphs highlight that there continues to be material uncertainties that cast substantial doubt about NXT’s ability to continue as a going concern within one year after the date that these Consolidated Financial Statements have been issued. The Company’s current cash position is not expected to be sufficient to meet the Company’s obligations and planned operations for a year beyond the date that these Consolidated Financial Statements have been issued.

 

During 2024 the Company completed an SFD® survey and had received deposits on three other SFD® surveys planned to be executed in 2025 (the “2025 SFD® Surveys”). As of the date of these financial statements, the Company has finished the acquisition phase of two of the 2025 SFD® Surveys and received milestone payments which have generated cash from operations for the Company. In addition, during 2023 and 2024 the Company completed convertible debenture financings which resulted in raising additional net proceeds of approximately $8,192,559.

 

The Company continues to develop its pipeline of opportunities to secure additional revenue contracts. The Company’s longer-term success remains dependent upon its ability to convert these revenue opportunities into successful contracts, to continue to attract new client projects, expand its revenue base to a level sufficient to exceed fixed operating costs, and generate consistent positive cash flow from operations. The occurrence and timing of these events cannot be predicted with certainty.

  

Further financing options that may or may not be available to the Company include the issuance of new equity, debentures or bank credit facilities. The need for any of these options will be dependent on the timing of securing additional SFD® related revenues and obtaining financing on terms that are acceptable to both the Company and the financier.

 

 
Page | 5

 

   

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

 

The Consolidated Financial Statements do not reflect adjustments that would be necessary if the going concern basis was not appropriate. If the going concern basis was not appropriate for these Consolidated Financial Statements, then adjustments would be necessary in the carrying value of the assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used. These adjustments could be material.

 

Use of Estimates and Judgements

 

In preparing these Consolidated Financial Statements, NXT is required to make estimates and assumptions that affect both the amount and timing of recording assets, liabilities, revenues and expenses since the determination of these items may be dependent on future events. The Company uses the most current information available and exercises careful judgment in making these estimates and assumptions. In the opinion of management, these Consolidated Financial Statements have been properly prepared within reasonable limits of materiality and within the framework of the Company’s significant accounting policies. The estimates and assumptions used are based upon management's best estimate as at the date of the Consolidated Financial Statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period when determined. Actual results may differ from those estimates.

 

Certain estimates and judgments have a material impact where the assumptions underlying these accounting estimates relate to matters that are highly uncertain at the time the estimate or judgment is made or are subjective. In 2025 and 2024, the estimates and judgments included the assessment of impairment indicators of intellectual property and recognition of SFD® related revenue.

 

Other accounting estimates and judgments that may have a material impact on the financial statements include: the forward-looking assumptions related to the going concern assumption, the estimated useful lives of intellectual property and property, plant and equipment, lease interest rates and terms, the fair value of convertible debentures, and the assumptions used to measure stock-based compensation expense.

 

2. Significant Accounting Policies

 

Basis of Presentation

 

These Consolidated Financial Statements for the period ending June 30, 2025, have been prepared by management in accordance with US GAAP and by applying the same accounting policies and methods as used in preparing the consolidated financial statements for the fiscal year ended December 31, 2024. There were no new policies adopted on January 1, 2025.

 

 
Page | 6

 

   

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

 

3. Accounts receivable and Contract Assets

 

 

 

June 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Total receivables and contract assets

 

$ 5,541,937

 

 

$ 22,210

 

Contract assets

 

 

(696,738 )

 

 

-

 

Trade receivables

 

 

4,845,199

 

 

 

22,210

 

Other receivables

 

 

91,277

 

 

 

83,648

 

Net Accounts receivable

 

 

4,936,476

 

 

 

105,858

 

Allowance for doubtful accounts

 

 

-

 

 

 

-

 

Accounts receivable

 

 

4,936,476

 

 

 

105,858

 

 

Aging of accounts receivable as of June 30, 2025

 

Current

 

$ 349,075

 

0-30 days

 

 

3,140,333

 

31-60 days

 

 

-

 

61-100 days

 

 

1,355,791

 

 

 

 

4,845,199

 

 

$272,182 of outstanding accounts receivable were collected after June 30, 2025.

 

Contract assets are revenues not invoiced as of June 30, 2025.

 

4. Right of use assets

 

 

 

June 30, 2025

 

 

 

Cost

 

 

Accumulated

 

 

Right of

 

 

 

Base

 

 

Amortization

 

 

Use

 

Aircraft

 

$ 3,468,239

 

 

$ 2,015,467

 

 

$ 1,452,772

 

Office Building

 

 

2,324,694

 

 

 

1,409,763

 

 

 

914,931

 

Printer

 

 

9,716

 

 

 

5,458

 

 

 

4,258

 

 

 

 

5,802,649

 

 

 

3,430,688

 

 

 

2,371,961

 

 

 

 

December 31, 2024

 

 

 

Cost

 

 

Accumulated

 

 

Right of

 

 

 

Base

 

 

Amortization

 

 

Use

 

Aircraft

 

$ 3,468,239

 

 

$ 1,939,006

 

 

$ 1,529,233

 

Office Building

 

 

2,324,694

 

 

 

1,352,941

 

 

 

971,753

 

Printer

 

 

9,716

 

 

 

4,196

 

 

 

5,520

 

 

 

 

5,802,649

 

 

 

3,296,143

 

 

 

2,506,506

 

 

 
Page | 7

 

   

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

 

Aircraft

 

On March 22, 2024, the Company extended its Aircraft lease for three years to March 28, 2027. The Company will own the aircraft at the end of the lease term. Terms of the lease extension include an interest rate of 12%, and monthly payments of US$40,189. The Company has an early purchase option to acquire the aircraft on any of the remaining following dates, September 28, 2025, March 28, 2026, or September 28, 2026. The purchase price would be the amortized value of the lease liability, plus a four-months of interest. The lease is being treated as a finance lease.

 

5. Intellectual property

 

 

 

June 30, 2025

 

 

 

Cost

 

 

Accumulated

 

 

Net book

 

 

 

Base

 

 

amortization

 

 

Value

 

SFD® Hydrocarbon Right acquired

 

$ 25,271,000

 

 

$ 16,566,967

 

 

$ 8,704,033

 

SFD® Geothermal Right acquired

 

 

275,610

 

 

 

57,419

 

 

 

218,191

 

 

 

 

25,546,610

 

 

 

16,624,386

 

 

 

8,922,224

 

 

 

 

December 31, 2024

 

 

 

Cost

 

 

Accumulated

 

 

Net book

 

 

 

Base

 

 

amortization

 

 

Value

 

SFD® Hydrocarbon Right acquired

 

$ 25,271,000

 

 

$ 15,724,601

 

 

$ 9,546,399

 

SFD® Geothermal Right acquired

 

 

275,610

 

 

 

50,528

 

 

 

225,082

 

 

 

 

25,546,610

 

 

 

15,775,129

 

 

 

9,771,481

 

 

SFD® Hydrocarbon Right

 

During 2015, NXT acquired the rights to the SFD® technology for use in the exploration of hydrocarbons (“Hydrocarbon Right”) from Mr. George Liszicasz, the former President and CEO of NXT (“CEO”), and recorded the acquisition as an intellectual property asset on the balance sheet. The asset was recorded at the fair value of the consideration transferred, including the related tax effect of approximately $25.3 million.

 

SFD® Geothermal Right

 

The Company acquired the SFD® technology rights for geothermal resources (“Geothermal Right”) from the former CEO on April 18, 2021. The consideration deliverable by the Company in connection with the acquisition of the Geothermal Right is set forth below:

 

 

1.

US$40,000 (CDN$50,310) signature payment, which became due immediately and was paid on April 22, 2021;

 

2.

300,000 common shares, which were issued in December 2021;

 

3.

CDN$15,000 signature milestone payment paid in August 2021;

 

 
Page | 8

 

    

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

 

 

4.

US$200,000 milestone payment which will become due if the Company's cash balance exceeds CDN$5,000,000 due to receipt of specifically defined funds from operations; and

 

5.

US$250,000 milestone payment would have become due if the Company executed, completed, and received full payment for an SFD® contract valued at US$10,000,000 or greater, provided such contract was entered into and completed and payment of at least US$5,000,000 was received by April 18, 2023. This milestone expired as of April 18, 2023.

 

As of June 30, 2025, the Company has recognized $275,610 for the acquisition of the Geothermal Right which is the combination of the US$40,000 (CDN$50,310) and CDN$15,000 signature payments, the value of the 300,000 common shares of $207,300 and other costs of $3,000. The cost of the remaining milestone will be recognized when it is deemed probable that the milestone will be achieved by a special committee of the Board of Directors, comprised entirely of independent directors. The Board of Directors delegated authority to the special committee to determine if the milestone has been achieved. As of June 30, 2025, the remaining milestone is deemed not probable to be achieved.

 

Reconciliation of Intellectual Property

 

 

 

SFD®

Hydrocarbon

Right

 

 

SFD®

Geothermal

Right

 

 

Total

 

Net book value at December 31, 2023

 

 

11,231,132

 

 

 

238,863

 

 

 

11,469,995

 

Amortization for 2024

 

 

(1,684,733 )

 

 

(13,781 )

 

 

(1,698,514 )

Net book value at December 31, 2024

 

 

9,546,399

 

 

 

225,082

 

 

 

9,771,481

 

Amortization for 2025

 

 

(842,366 )

 

 

(6,891 )

 

 

(849,257 )

Net book value at June 30, 2025

 

 

8,704,033

 

 

 

218,191

 

 

 

8,922,224

 

 

The Hydrocarbon Right is being amortized on a straight-line basis over its estimated useful life of 15 years. The annual amortization expense expected to be recognized is approximately $1.7 million per year for a 5-year aggregate total of $8.5 million.

 

The current book value of the Geothermal Right is being amortized on a straight-line basis over its estimated useful life of 20 years. The annual amortization expense expected to be recognized is approximately $13,781 per year for a 5-year aggregate total of approximately $68,902.

 

6. Accounts payable and accrued liabilities

 

 

 

June 30,

 

 

December 31,

 

 

 

 2025

 

 

 2024

 

Accrued liabilities related to:

 

 

 

 

 

 

Consultants and professional fees

 

$ 221,413

 

 

$ 261,753

 

Payroll related

 

 

366,320

 

 

 

471,596

 

Board of director’s fees

 

 

246,218

 

 

 

201,218

 

Interest payable

 

 

59,327

 

 

 

109,029

 

 

 

 

893,278

 

 

 

1,043,596

 

Trade payables and other

 

 

451,254

 

 

 

190,378

 

 

 

 

1,344,532

 

 

 

1,233,974

 

 

 
Page | 9

 

   

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

 

7. Convertible Debentures

 

Between November 8, 2023, and January 11, 2024, the Company issued a total of US$1,872,000 (approximately CAD$2,543,636) of a multi-tranche unsecured convertible debenture (the "November Debentures"). The November Debentures bear interest at 10.0% per annum, paid quarterly in arrears, and are due and payable two years after issuance. On June 26, 2025, US$1,347,000 of the November Debentures were converted into common shares of NXT (Note 10). The remaining US$497,000 (approximately CAD$676,375) of the November Debentures are convertible into common shares at a fixed conversion price of US$0.1808 allowing the subscribers to obtain an aggregate of up to 2,748,893 common shares. Directors of NXT were purchased November Debentures valued, in the aggregate principal amount, at US$147,000 (approximately CDN$196,686).

 

The November Debentures are unsecured.

 

Repayment of principal and interest for convertible debentures:

 

US$

 

 

CDN$1.

 

2025

 

 

210,329

 

 

 

286,240

 

2026

 

 

355,675

 

 

 

484,044

 

Total principal and interest payments

 

 

566,004

 

 

 

770,284

 

Less interest

 

 

(69,004 )

 

 

(93,909 )

Principal remaining

 

 

497,000

 

 

 

676,375

 

Accumulated change in fair value of convertible debentures

 

 

872,456

 

 

 

1,187,338

 

Net principal remaining

 

 

1,369,456

 

 

 

1,863,713

 

 

1.    Converted at 1.3609

 

Movement in convertible debentures

 

For the three months ended

June 30, 2025

 

 

For the six months ended

June 30, 2025

 

 

 

US$

 

 

CDN$

 

 

US$

 

 

CDN$

 

Opening balance in the period

 

$ 6,843,447

 

 

$ 9,846,652

 

 

$ 6,378,141

 

 

$ 9,174,957

 

Fair value remeasurement of convertible debentures held at the beginning of the period

 

 

4,125,819

 

 

 

5,579,602

 

 

 

4,591,125

 

 

 

6,249,145

 

Conversion to common shares

 

 

(9,599,810 )

 

 

(13,161,546 )

 

 

(9,599,810 )

 

 

(13,161,546 )

Foreign exchange

 

 

-

 

 

 

(400,995 )

 

 

-

 

 

 

(398,843 )

Closing balance, June 30

 

 

1,369,456

 

 

 

1,863,713

 

 

 

1,369,456

 

 

 

1,863,713

 

 

Loss on fair value remeasurement of convertible debentures

 

The November Debentures (as of June 30, 2025) and the debentures converted to common shares (as at June 26, 2025) have been revalued at their fair value, both using level 3 inputs which include the market price, volatility and conversion price of the Company’s common stock as at June 26, and June 30, 2025.

 

 
Page | 10

 

   

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

 

Interest expense for convertible debentures:

 

 

 

For the three months

ended June 30,

 

 

For the six months

 ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

$US

 

$ 130,644

 

 

$ 97,746

 

 

$ 282,830

 

 

$ 176,930

 

$CDN

 

$ 180,494

 

 

$ 131,803

 

 

$ 403,200

 

 

$ 238,441

 

 

8. Lease obligations

 

 

 

For the six months ended June 30, 2025

 

 

For the year ended December 31, 2024

 

Opening balance, January 1

 

$ 2,301,542

 

 

$ 595,517

 

Additions

 

 

-

 

 

 

2,252,803

 

Operating lease payments

 

 

(120,336 )

 

 

(364,712 )

Finance lease principal payments

 

 

(274,539 )

 

 

(359,706 )

Lease accretion

 

 

58,473

 

 

 

99,803

 

Foreign exchange

 

 

(56,316 )

 

 

77,837

 

Closing Balance

 

 

1,908,824

 

 

 

2,301,542

 

Current portion of lease obligations

 

 

704,080

 

 

 

693,607

 

Long-term lease obligations

 

 

1,204,744

 

 

 

1,607,935

 

 

Maturity of lease liabilities:

 

Finance Lease1.

 

 

Operating Leases

 

 

Total

 

2025

 

 

328,163

 

 

 

120,338

 

 

 

448,501

 

2026

 

 

656,326

 

 

 

240,391

 

 

 

896,717

 

2027

 

 

110,325

 

 

 

237,252

 

 

 

347,577

 

2028

 

 

-

 

 

 

237,252

 

 

 

237,252

 

2029

 

 

-

 

 

 

237,252

 

 

 

237,252

 

2030

 

 

-

 

 

 

177,939

 

 

 

177,939

 

Total lease payments

 

 

1,094,814

 

 

 

1,250,424

 

 

 

2,345,238

 

Less imputed interest

 

 

(107,059 )

 

 

(329,355 )

 

 

(436,414 )

Total discounted lease payments

 

 

987,755

 

 

 

921,069

 

 

 

1,908,824

 

Current portion of lease obligations

 

 

568,389

 

 

 

135,691

 

 

 

704,080

 

Non-current portion of lease obligations

 

 

419,366

 

 

 

785,378

 

 

 

1,204,744

 

 

1.    Converted at 1.3609

 

 
Page | 11

 

   

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

 

As of June 30, 2025, the Company’s aircraft lease was a financing lease, and the other leases were operating leases. Incremental borrowing rates from between 10.0% and 12.0 %. None of the leases have an option to extend past their current terms. The weighted average remaining lease terms at June 30, 2025, is 3.3 years. The Company’s total operating lease expenditures for the period ended June 30, 2025, were $120,336 (2024 - $245,665). The Company’s total financing lease expenditures for the period ended June 30, 2025, was $345,984 (2024 - $164,258, including interest expense of approximately $71,445 (2024-$47,159).

 

Non-cash lease amortization and accretion

 

 

 

For the three months

ended June 30,

 

 

For the six months

 ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Amortization of lease incentives and other

 

$ (1,889 )

 

$ (1,838 )

 

$ (3,779 )

 

$ (3,572 )

ROU asset amortization

 

 

31,405

 

 

 

45,398

 

 

 

61,864

 

 

 

205,434

 

Lease liability accretion

 

 

28,718

 

 

 

23,857

 

 

 

58,465

 

 

 

37,774

 

 

 

 

58,234

 

 

 

67,417

 

 

 

116,550

 

 

 

239,636

 

 

9. Commitments

 

The table below is the non-lease operating cost components associated with the costs of the building lease.

 

For the period ending December 31,

 

Office Premises

 

2025

 

 

81,701

 

2026

 

 

163,401

 

2027

 

 

163,401

 

2028

 

 

163,401

 

2029

 

 

163,401

 

2030

 

 

122,551

 

Total

 

 

857,856

 

 

10. Common shares

 

The Company is authorized to issue an unlimited number of common shares, of which the following are issued and outstanding:

 

 

 

For the six months ended June 30,

 

 

 

2025

 

 

2024

 

 

 

# of shares

 

 

$ amount

 

 

# of shares

 

 

$ amount

 

As at the beginning of the year

 

 

78,495,184

 

 

 

98,262,510

 

 

 

78,025,237

 

 

$ 98,179,271

 

Employee Share Purchase Plan (Note 12)

 

 

201,052

 

 

 

52,665

 

 

 

234,089

 

 

 

33,883

 

Restricted Stock Units (Note 12)

 

 

194,206

 

 

 

39,035

 

 

 

-

 

 

 

-

 

Exercise of Stock Options

 

 

282,466

 

 

 

98,456

 

 

 

-

 

 

 

-

 

Conversion of Convertible Debentures

 

 

29,145,296

 

 

 

13,161,546

 

 

 

-

 

 

 

-

 

Equity based transaction with non-employee

 

 

634,439

 

 

 

108,455

 

 

 

-

 

 

 

-

 

As at the end of the period

 

 

108,952,643

 

 

 

111,722,667

 

 

 

78,259,326

 

 

 

98,213,154

 

 

 
Page | 12

 

   

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

 

Debenture Conversion

 

On May 30, 2025, Ataraxia Capital converted $3,175,480 (US$2,300,000) of convertible debentures into 13,540,208 commons shares at conversion prices of US$0.143 and US$0.24 per common share.

 

On June 26, 2025, MCAPM, LP and Michael P. Mork (“Mork Capital”) converted convertible debentures with a face value US$3,375,000 into 15,605,088 common shares at conversion prices of US$0.1808 and US$0.25 per common share. The increase to common shares related to the Mork Capital convertible debenture was recognized at their fair value using Level 3 inputs, resulting in a fair value of C$9,986,066 (US$7,299,810) on the date of conversion.

 

Equity based transaction with non-employee:

 

On October 1, 2023, the Company entered into a service agreement with a marketing consultant (the “Consultant”) to provide sales and marketing services to introduce potential customers to the Company’s SFD® technology, attend trade shows, and update the Company’s marketing systems. The Consultant agreed to be compensated in Common Shares only for approximately US$16,000 per month, based on the five-day volume average price at the end of each month until February 29, 2024. 634,439 common shares issued to the Consultant on January 29, 2025.

 

11. Net (loss) income per share

 

Net (loss) income per share – Basic

 

 

 

For the three months

ended June 30,

 

 

For the six months

 ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net (loss) income for the period

 

$ (6,982,658 )

 

$ (3,013,213 )

 

$ 701,860

 

 

$ (4,799,813 )

Basic weighted average number of shares outstanding for the period

 

 

84,870,859

 

 

 

78,201,292

 

 

 

81,988,924

 

 

 

78,143,297

 

Net (loss) income per share – Basic

 

$ (0.08 )

 

$ (0.04 )

 

$ 0.01

 

 

$ (0.06 )

 

In periods in which a loss results, all outstanding stock options, RSUs, deferred share units (“DSUs”) and potential shares from convertible debentures may be excluded from the diluted loss per share calculations, if their effect is anti-dilutive. In addition, for the six-month period ended June 30, 2025 the effect of the accumulated change on the fair value of convertible debentures is also anti-dilutive.

 

12. Share-based compensation

 

The Company has an equity compensation program in place for its executives, employees and directors. Executives and employees are given equity compensation grants that vest based on a recipient's continued employment. The Company’s stock-based compensation awards outstanding as at June 30, 2025, include stock options, DSUs, RSUs, and the employee share purchase plan (“ESP Plan”). The following tables provide information about stock option, RSUs, DSUs, and ESP Plan activity.

 

 
Page | 13

 

   

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

 

 

 

For the three months

ended June 30,

 

 

For the six months

 ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Stock Option Expense

 

$ 103,225

 

 

$ 56,435

 

 

$ 205,200

 

 

$ 56,435

 

Deferred Share Units

 

 

38,750

 

 

 

-

 

 

 

77,500

 

 

 

-

 

Compensation Expense (Note 10)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

32,366

 

 Stock-based compensation expense in Contributed Capital

 

 

141,975

 

 

 

56,435

 

 

 

282,700

 

 

 

88,801

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee Share Purchase Plan

 

 

10,556

 

 

 

9,460

 

 

 

26,332

 

 

 

16,941

 

Restricted Stock Units

 

 

185,631

 

 

 

25,125

 

 

 

228,045

 

 

 

31,474

 

Total stock-based compensation expense

 

 

338,162

 

 

 

91,020

 

 

 

537,077

 

 

 

137,216

 

 

Stock Options:

 

The following is a summary of stock options which are outstanding as at June 30, 2025.

 

Exercise price per share

 

 

# of options outstanding

 

 

# of options exercisable

 

 

Average remaining life (in years)

 

$

0.200

 

 

 

166,200

 

 

 

166,200

 

 

 

2.9

 

$

0.203

 

 

 

1,400,000

 

 

 

-

 

 

 

4.7

 

$

0.216

 

 

 

1,648,334

 

 

 

468,333

 

 

 

2.4

 

$

0.252

 

 

 

78,850

 

 

 

78,850

 

 

 

3.2

 

$

0.259

 

 

 

100,000

 

 

 

33,333

 

 

 

3.2

 

$

0.260

 

 

 

52,650

 

 

 

52,650

 

 

 

2.5

 

$

0.264

 

 

 

177,200

 

 

 

177,200

 

 

 

2.5

 

$

0.440

 

 

 

21,360

 

 

 

21,360

 

 

 

0.5

 

$

0.510

 

 

 

16,000

 

 

 

16,000

 

 

 

0.3

 

$

0.620

 

 

 

18,050

 

 

 

18,050

 

 

 

0.5

 

$

0.680

 

 

 

32,250

 

 

 

32,250

 

 

 

0.5

 

$

0.720

 

 

 

24,460

 

 

 

24,460

 

 

 

0.5

 

 

 

 

 

 

3,735,354

 

 

 

1,088,686

 

 

 

3.3

 

 

 
Page | 14

 

   

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

 

The continuity of the number of stock options which are outstanding at the end of the current period and as at the prior fiscal year ended December 31, 2024, are as follows:

 

For the six months ended

 

 

For the year ended

 

 

 

 June 30, 2025

 

 

December 31 2024

 

 

 

 

 

 

weighted

 

 

 

 

 

Weighted

 

 

 

# of stock

 

 

average

 

 

# of stock

 

 

Average

 

 

 

Options

 

 

exercise price

 

 

Options

 

 

exercise price

 

Options outstanding, start of the year

 

 

2,647,820

 

 

$ 0.24

 

 

 

2,927,820

 

 

$ 0.32

 

Granted

 

 

1,400,000

 

 

$ 0.20

 

 

 

-

 

 

$ -

 

Exercised

 

 

(282,466 )

 

$ (0.21 )

 

 

-

 

 

$ -

 

Forfeited

 

 

-

 

 

$ -

 

 

 

(180,000 )

 

$ (0.22 )

Expired

 

 

(30,000 )

 

$ (0.55 )

 

 

(100,000 )

 

$ (0.52 )

Options outstanding, end of the period

 

 

3,735,354

 

 

$ 0.23

 

 

 

2,647,820

 

 

$ 0.24

 

Options exercisable, end of the period

 

 

1,088,686

 

 

$ 0.27

 

 

 

777,820

 

 

$ 0.30

 

 

Stock options granted generally expire, if unexercised, five years from the date granted and entitlement to exercise them generally vests at a rate as determined by the Board of Directors.

 

On February 24, 2025, the Company granted 1,400,000 incentive stock options at a strike price of $0.203 to directors of the Company. These stock options will vest upon the achieving of a trailing twelve-month free cash flow per share of $0.10. The Company is recognizing Stock based compensation expense (“SBCE”) for these stock options

 

On January 6, 2023, the Company announced the grant of 2,050,000 performance stock options at a price of $0.216 to employees, officers and directors. These stock options will vest upon receipt of cash for SFD® services performed: 1/3 upon collection of US$6.5 million, 1/3 upon the collection of the next US$7.0 million and the final 1/3 upon collection of an additional US$7.5 million. Approximately 623,266 of these options have vested as the first vesting milestone has been achieved.

 

Stock-based compensation expense is calculated based on the fair value attributed to grants of stock options using the Black-Scholes valuation model and utilizing the following weighted average assumptions:

 

For the six months ended

 

 

For the year ended

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Expected dividends paid per common share

 

Nil

 

 

 

-

 

Expected life in years

 

 

5.0

 

 

 

-

 

Weighted average expected volatility in the price of common shares

 

 

140%

 

 

-

 

Weighted average risk-free interest rate

 

 

2.91%

 

 

-

 

Weighted average fair market value per share at grant date

 

$0.181

 

 

 

-

 

Forfeiture rate

 

 

14.3%

 

 

-

 

 

 
Page | 15

 

   

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

 

Deferred Stock Units:

 

A continuity of the number of DSUs which are outstanding at the end of the current period and as at the prior fiscal year ended December 31, 2024, are as follows:

 

 

 

For the six months ended

 

 

For the year ended

 

Opening balance

 

June 30, 2025

 

 

December 31, 2024

 

Opening balance

 

 

120,226

 

 

 

37,354

 

Granted

 

 

210,128

 

 

 

82,872

 

Closing balance

 

 

330,354

 

 

 

120,226

 

 

The DSUs plan is a long-term incentive plan that permits the grant of DSUs to qualified directors. DSUs granted under the DSUs plan are to be settled at the retirement, resignation or death of the Board member holding the DSUs.

 

Restricted Stock Units:

 

RSUs entitle the holder to receive, at the option of the Company, either the underlying number of shares of the Company's common shares upon vesting of such units or a cash payment equal to the value of the underlying shares. The RSUs vest at a rate of one-third at the end of each of the first three years following the date of grant. Historically, the Company settled the RSUs that vested with shares and cash.

 

A continuity of the number of RSUs, including fair value (“FV”) which are outstanding at the end of the current period and as the end of the prior fiscal year ended December 31, 2024, are as follows:

 

 

 

For the six months ended

 

 

For the year ended

 

 

 

June 30, 2025

 

 

December 31, 2024

 

 

 

# of RSUs

 

 

FV/Unit

 

 

# of RSUs

 

 

FV/Unit

 

RSUs outstanding, beginning of the year

 

 

915,000

 

 

$ 0.16

 

 

 

-

 

 

 

-

 

Granted

 

 

1,875,000

 

 

$ 0.20

 

 

 

1,035,000

 

 

$ 0.14

 

Forfeited

 

 

-

 

 

 

-

 

 

 

(120,000 )

 

$ (0.14 )

Common shares issued

 

 

(194,206 )

 

$ (0.20 )

 

 

-

 

 

 

-

 

Payroll withholdings settled in cash

 

 

(110,796 )

 

$ (0.20 )

 

 

-

 

 

 

-

 

RSUs outstanding, end of the period

 

 

2,484,998

 

 

$ 0.64

 

 

 

915,000

 

 

$ 0.16

 

 

At June 30, 2025, $206,535 is accrued in accounts payable and other accrued liabilities for RSUs.

 

The ESP Plan allows employees and other individuals determined by the Board to be eligible to contribute a minimum of 1% and a maximum of 10% of their earnings to the plan for the purchase of common shares in the capital of the Company, of which the Company will make an equal contribution. Common shares contributed by the Company may be issued from treasury or acquired through the facilities of the TSX. Historically, the Company has elected to issue common shares from treasury.

 

 
Page | 16

 

   

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

 

A continuity of the number of commons shares under the ESP Plan which are outstanding at the end of the current period and as at the prior fiscal year ended December 31, 2024, are as follows:

  

 

 

For the six months ended

 

 

For the year ended

 

 

 

June 30, 2025

 

 

December 31, 2024

 

 

 

# of shares

 

 

$ amount

 

 

# of shares

 

 

$ amount

 

Purchased by employees

 

 

100,526

 

 

$ 26,333

 

 

 

234,974

 

 

$ 41,620

 

Matched by the Company

 

 

100,526

 

 

 

26,332

 

 

 

234,973

 

 

 

41,619

 

Total Common Shares issued

 

 

201,052

 

 

 

52,665

 

 

 

469,947

 

 

 

83,239

 

  

13. Financial instruments

 

Non-derivative financial instruments:

 

The Company's non-derivative financial instruments consist of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities, convertible debentures, and long-term debt. The carrying value of these financial instruments, excluding long-term debt, approximates their fair values due to their short terms to maturity. The Company has determined that long-term debt approximates its fair value as the interest rate approximates market rates.

 

Credit Risk

 

Credit risk arises from the potential that the Company may incur a loss if a counterparty to a financial instrument fails to meet its obligation in accordance with agreed terms. The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The carrying value of cash and cash equivalents, short-term investments and accounts receivable reflects management’s assessment of maximum exposure to credit risk. As at June 30, 2025, cash and cash equivalents included balances in bank accounts placed with financial institutions with investment grade credit ratings. The Company manages accounts receivable credit risk by requiring advance payments before commencing certain contract milestones and when possible, accounts receivable insurance.

 

Foreign Exchange Risk

 

The Company is exposed to foreign exchange risk in relation to its holding of significant US$ balances in cash and cash equivalents, accounts receivable, deposits, accounts payables, accrued liabilities, convertible debentures, and lease obligations, and pricing its SFD® survey contracts in US$. The Company does not currently enter into hedging contracts, but to mitigate exposure to fluctuations in foreign exchange the Company uses strategies to reduce the volatility of United States Dollar assets including converting excess United States dollars to Canadian dollars. As of June 30, 2025, the Company held net United States dollar assets totaling approximately US$4,915,384. Accordingly, a hypothetical 10% change in the value of one United States dollar expressed in Canadian dollars as at June 30, 2025, would have had an approximately $668,942 effect on the unrealized foreign exchange gain or loss for the period.

 

 
Page | 17

 

   

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

 

14. Change in non-cash operating working capital

 

The changes in non-cash operating working capital balances are comprised of:

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Accounts receivable and contract assets

 

$ 1,213,289

 

 

$ 754,923

 

 

$ (5,635,286 )

 

$ 1,759,023

 

Prepaid expenses

 

 

73,918

 

 

 

(59,348 )

 

 

77,761

 

 

 

(62,134 )

Accounts payable and accrued liabilities

 

 

110,524

 

 

 

(125,997 )

 

 

(52,003 )

 

 

(463,279 )

Deferred revenue

 

 

(265,522 )

 

 

-

 

 

 

(768,843 )

 

 

-

 

 

 

 

1,132,209

 

 

 

569,578

 

 

 

(6,378,371 )

 

 

1,233,610

 

 

15. Geographic information

 

The Company generates revenue from its SFD® survey system that enables the clients to focus their exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. NXT conducts all its survey operations from its head office in Canada and occasionally maintains administrative offices in foreign locations when needed. Revenue fluctuations are a normal part of SFD® survey system sales and can vary significantly year-over-year.

 

Revenues for the six-month periods ended June 30, 2025, and 2024 were generated solely by the Hydrocarbon Right and four different customers. There were no revenues attributable to the Geothermal Right.

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

International

 

$ 1,656,476

 

 

$ -

 

 

$ 14,120,547

 

 

$ 602,072

 

Canada

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

1,656,476

 

 

 

-

 

 

 

14,120,547

 

 

 

602,072

 

 

16. Other related party transactions

 

One of the members of NXT’s Board of Directors is a partner in a law firm which provides legal advice to NXT. Accounts payable and accrued liabilities include a total of $29,451 ($55,455 as at December 31, 2024) payable to this law firm.

 

Another member of the Board is a board member of Pana Holdings Mauritius, the parent company of Ataraxia, which held convertible debentures until May 30, 2025 (Note 10). Accounts payable and accrued liabilities at June 30, 2025, include a total of $nil, ($40,011 or US$27,814, as at December 31, 2024) to Ataraxia for accrued interest.

 

 
Page | 18

 

  

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2025

(Expressed in Canadian dollars unless otherwise stated)

 

A third member of the Board is an employee of MCAPM LP, which held convertible debentures until June 26, 2025 (Note 10). Accounts payable and accrued liabilities at June 30, 2025, include a total of $48,285 (US$35,479), (December 31, 2024 - $57,063 or US$39,669) to Mork Capital for accrued interest.

 

Certain members of the Board, elected to have most of their Board fees payable at December 31, 2023, converted into the November Debentures (Note 7), for a total of US$147,000 (CDN$196,686). Accounts payable and accrued liabilities at June 30, 2025, include a total of $4,385 (US$3,222), (December 31, 2024 - $4,680 or US$3,253) to these Board members for accrued interest.

 

Accounts payable and accrued liabilities include $246,218 ($201,218 as at December 31, 2024) for Board fees and $Nil ($35,250 as at December 31, 2024) for management compensation.

 

Related party expenses

 

 

 

For the three months

ended June 30,

 

 

For the six months e

nded June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Legal Fees

 

$ 48,691

 

 

$ 51,702

 

 

$ 62,900

 

 

$ 67,054

 

Interest Expense1.

 

$ 171,893

 

 

$ 52,404

 

 

$ 377,593

 

 

$ 103,639

 

Board of director fees

 

$ 68,750

 

 

$ 38,750

 

 

$ 122,500

 

 

$ 77,500

 

 

 

1.

US$121,918 for the three months ended June 30, 2025, and US$265,475 for the six months ended June 30, 2025. US$38,464 for the three months ended June 30, 2024, and US$76,581 for the six months ended June 30, 2024. Includes interest expense for Ataraxia, board of directors and Mork Capital. Mork Capita included in 2025 only.

 

 
Page | 19