EXHIBIT 99.1

 

 

NXT ENERGY SOLUTIONS INC.

 

Unaudited Condensed Consolidated Interim Financial Statements

For the three and six months ended

June 30, 2026

 

 

 

 

NXT ENERGY SOLUTIONS INC.

Condensed Consolidated Interim Balance Sheets

(Unaudited-expressed in Canadian dollars)

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 1,368,289

 

 

$ 3,577,138

 

Short-term investments

 

 

354,912

 

 

 

343,075

 

Accounts receivable (Note 3)

 

 

1,347,677

 

 

 

2,928,840

 

Contract assets (Note 3)

 

 

1,459,377

 

 

 

1,303,051

 

Prepaid expenses and deposits

 

 

535,609

 

 

 

217,242

 

 

 

 

5,065,864

 

 

 

8,369,346

 

Long term assets

 

 

 

 

 

 

 

 

Deposits

 

 

43,309

 

 

 

249,155

 

Property and equipment

 

 

355,791

 

 

 

388,792

 

Right of Use Assets (Note 4)

 

 

2,092,883

 

 

 

2,231,620

 

Intellectual property (Note 5)

 

 

7,223,710

 

 

 

8,072,967

 

 

 

$ 14,781,557

 

 

$ 19,311,880

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities (Note 6)

 

$ 1,287,491

 

 

$ 1,662,048

 

Income tax payable

 

 

496,965

 

 

 

496,965

 

Deferred revenue (Note 7)

 

 

491,891

 

 

 

-

 

Convertible debentures (Note 8)

 

 

-

 

 

 

89,826

 

Current portion of long-term debt

 

 

111,111

 

 

 

111,111

 

Current portion of lease obligations (Note 9)

 

 

588,744

 

 

 

752,378

 

 

 

 

2,976,202

 

 

 

3,112,328

 

Long-term liabilities

 

 

 

 

 

 

 

 

Long-term debt

 

 

435,185

 

 

 

490,741

 

Long-term lease obligations (Note 9)

 

 

634,099

 

 

 

820,924

 

Asset retirement obligations

 

 

24,540

 

 

 

23,311

 

 

 

 

1,093,824

 

 

 

1,334,976

 

 

 

 

4,070,026

 

 

 

4,447,304

 

Shareholders’ equity

 

 

 

 

 

 

 

 

Common shares (Note 11): - authorized unlimited Issued: 119,533,834 (2025 – 118,596,228) common shares

 

 

115,820,503

 

 

 

115,497,385

 

Contributed capital

 

 

10,447,472

 

 

 

9,948,836

 

Deficit

 

 

(115,556,444 )

 

 

(110,581,645 )

 

 

 

10,711,531

 

 

 

14,864,576

 

 

 

$ 14,781,557

 

 

$ 19,311,880

 

 

Going Concern (Note 1)

Commitments (Note 10)

Subsequent event (Note 3)

 

Signed “Charles Selby”

 

Signed “Gerry Sheehan”

Director

 

Director

 

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 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,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

SFD® related revenue (Note 16)

 

$ -

 

 

$ 1,656,476

 

 

$ 107,801

 

 

$ 14,120,547

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SFD® related costs, net

 

 

442,503

 

 

 

1,267,796

 

 

 

853,642

 

 

 

3,599,626

 

General and administrative expenses (Notes 13, 17)

 

 

1,675,715

 

 

 

1,208,439

 

 

 

3,392,905

 

 

 

2,316,806

 

Amortization

 

 

475,538

 

 

 

479,248

 

 

 

951,074

 

 

 

956,145

 

 

 

 

2,593,756

 

 

 

2,955,483

 

 

 

5,197,621

 

 

 

6,872,577

 

Other expenses (income)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

5,696

 

 

 

194,697

 

 

 

9,058

 

 

 

445,329

 

Foreign exchange loss (gain)

 

 

(49,775 )

 

 

(100,086 )

 

 

(134,785 )

 

 

(165,167 )

Remeasurement of convertible debentures (Note 8)

 

 

-

 

 

 

5,579,602

 

 

 

(6,584 )

 

 

6,249,145

 

Other

 

 

9,703

 

 

 

9,438

 

 

 

17,290

 

 

 

16,803

 

 

 

 

(34,376 )

 

 

5,683,651

 

 

 

(115,021 )

 

 

6,546,110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

(2,559,380 )

 

 

(6,982,658 )

 

 

(4,974,799 )

 

 

701,860

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) and comprehensive income (loss)

 

$ (2,559,380 )

 

$ (6,982,658 )

 

($4,974,799)

 

 

$ 701,860

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income per share (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ (0.02 )

 

$ (0.08 )

 

$ (0.04 )

 

$ 0.01

 

Diluted

 

$ (0.02 )

 

$ (0.08 )

 

$ (0.04 )

 

$ 0.01

 

 

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 Cash Flows

(Unaudited-expressed in Canadian dollars)

 

 

 

For the three months

ended June 30,

 

 

For the six months

ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Cash from (used in):

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$ (2,559,380 )

 

$ (6,982,658 )

 

$ (4,974,799 )

 

$ 701,860

 

Items not affecting cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation expense (Note 13)

 

 

367,363

 

 

 

338,162

 

 

 

704,041

 

 

 

537,077

 

Amortization

 

 

475,538

 

 

 

479,248

 

 

 

951,074

 

 

 

956,145

 

Accretion expense

 

 

614

 

 

 

615

 

 

 

1,229

 

 

 

1,228

 

Non-cash lease amortization and accretion (Note 9)

 

 

60,182

 

 

 

58,234

 

 

 

120,343

 

 

 

116,550

 

Unrealized foreign exchange gain

 

 

(7,205 )

 

 

(217,139 )

 

 

(58,980 )

 

 

(262,066 )

Loss on disposal of assets and lease modification

 

 

-

 

 

 

6,734

 

 

 

-

 

 

 

7,138

 

Remeasurement of convertible debentures (Note 8)

 

 

-

 

 

 

5,579,602

 

 

 

(6,584 )

 

 

6,249,145

 

Change in non-cash working capital balances (Note 15)

 

 

1,568,699

 

 

 

1,133,650

 

 

 

1,467,226

 

 

 

(6,375,490 )

Lease payments (Note 9)

 

 

(60,168 )

 

 

(60,168 )

 

 

(120,336 )

 

 

(120,336 )

 

 

 

2,405,023

 

 

 

7,318,938

 

 

 

3,058,013

 

 

 

1,109,391

 

Net cash from (used) in operating activities

 

 

(154,357 )

 

 

336,280

 

 

 

(1,916,786 )

 

 

1,811,251

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from the employee share purchase plan (Note 13)

 

 

14,561

 

 

 

10,557

 

 

 

26,151

 

 

 

26,333

 

Proceeds from stock options

 

 

-

 

 

 

59,417

 

 

 

-

 

 

 

59,417

 

Repayment of long-term debt

 

 

(27,778 )

 

 

(27,778 )

 

 

(55,556 )

 

 

(55,556 )

Repayment of lease obligation (Note 9)

 

 

(149,763 )

 

 

(139,318 )

 

 

(295,121 )

 

 

(274,539 )

Net cash used in financing activities

 

 

(162,980 )

 

 

(97,122 )

 

 

(324,526 )

 

 

(244,345 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing activity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment, net

 

 

-

 

 

 

(10,110 )

 

 

-

 

 

 

(41,303 )

Purchase of short-term investments

 

 

68,435

 

 

 

-

 

 

 

-

 

 

 

(213,940 )

Net cash used in investing activity

 

 

68,435

 

 

 

(10,110 )

 

 

-

 

 

 

(255,243 )

Effect of foreign exchange rate changes on cash and cash equivalents

 

 

13,091

 

 

 

(98,872 )

 

 

32,463

 

 

 

(94,525 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

(235,811 )

 

 

130,176

 

 

 

(2,208,849 )

 

 

1,217,138

 

Cash and cash equivalents, beginning of the period

 

 

1,604,100

 

 

 

1,817,357

 

 

 

3,577,138

 

 

 

730,395

 

Cash and cash equivalents, end of the period

 

$ 1,368,289

 

 

$ 1,947,533

 

 

$ 1,368,289

 

 

$ 1,947,533

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash interest paid (received)

 

$ (13,069 )

 

$ 209,278

 

 

$ (18,346 )

 

$ 422,427

 

 

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

 

 

Page | 4

 

 

NXT ENERGY SOLUTIONS INC.

Condensed Consolidated Interim Statements of Shareholders’ Equity

(Unaudited-expressed in Canadian dollars)

 

 

 

For the three months

ended June 30,

 

 

For the six months

ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of the period

 

$ 115,791,378

 

 

$ 98,441,552

 

 

$ 115,497,385

 

 

$ 98,262,510

 

Issuance of common stock, net of share issuance costs for: (Note 11)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee Share Purchase Plan

 

 

29,125

 

 

 

21,113

 

 

 

51,179

 

 

 

52,665

 

Restricted Stock Unit Plan

 

 

-

 

 

 

-

 

 

 

188,587

 

 

 

39,035

 

Exercise of stock options

 

 

-

 

 

 

59,417

 

 

 

-

 

 

 

59,417

 

Conversion of convertible debentures (Note 8)

 

 

-

 

 

 

13,161,546

 

 

 

83,352

 

 

 

13,161,546

 

Transfers from contributed capital:

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

-

 

 

 

39,039

 

 

-

 

 

 

39,039

 

Equity based transaction with non-employee

 

 

-

 

 

 

-

 

 

 

-

 

 

 

108,455

 

Balance at end of the period

 

 

115,820,503

 

 

 

111,722,667

 

 

 

115,820,503

 

 

 

111,722,667

 

Contributed Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of the period

 

 

10,197,572

 

 

 

9,771,592

 

 

 

9,948,836

 

 

 

9,739,322

 

Transfer of equity to common shares (Note 11)

 

 

-

 

 

 

(39,039 )

 

 

-

 

 

 

(147,494 )

Recognition of stock-based compensation expense (Note 13)

 

 

249,900

 

 

 

141,975

 

 

 

498,636

 

 

 

282,700

 

Balance at end of the period

 

 

10,447,472

 

 

 

9,874,528

 

 

 

10,447,472

 

 

 

9,874,528

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of the period

 

 

(112,997,064 )

 

 

(100,579,978 )

 

 

(110,581,645 )

 

 

(108,264,496 )

Net income (loss)

 

 

(2,559,380 )

 

 

(6,982,658 )

 

 

(4,974,799 )

 

 

701,860

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at end of the period

 

 

(115,556,444 )

 

 

(107,562,636 )

 

 

(115,556,444 )

 

 

(107,562,636 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Shareholders’ Equity at end of the period

 

$ 10,711,531

 

 

$ 14,034,559

 

 

$ 10,711,531

 

 

$ 14,034,559

 

 

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

 

 

Page | 5

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(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”) and the United States OTC Markets Group’s Venture Stage Marketplace (the “OTC”).

 

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, 2026 (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 should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2025, issued on March 31, 2026.

 

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 but might not necessarily be indicative of results of an entire fiscal year.

 

i. Going Concern

 

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 but has had positive progress during the last year to improve its current cash position.

 

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 | 6

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(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.

 

ii) 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. These estimates and judgments include but are not limited to assessment of impairment indicators of intellectual property, recognition of SFD® related revenue, going concern considerations, estimated useful lives of intellectual property and property, plant and equipment, allowance for expected credit losses, and the assumptions used in to measure stock-based compensation expense. 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. These estimates and judgements are consistent with those outlined in the Company’s consolidated financial statement for the fiscal year ended December 31, 2025, other than allowances for expected credit losses.

 

Allowance for expected credit losses - In making the assessment of expected losses, the Company considers the following factors: historically realized bad debts; a counterparty’s present financial condition and whether a counterparty has breached certain contracts; the probability that a counterparty will enter bankruptcy; changes in economic conditions that correlate to increased levels of default and term to maturity of the specific receivable. These expected credit losses are recognized as an allowance rather than as a direct write-down of the amortized cost basis.

 

2. Significant Accounting Policies

 

Basis of Presentation

 

These Consolidated Financial Statements for the period ending June 30, 2026, have been prepared by management in accordance with generally accepted accounting principles of US GAAP and by applying the same accounting policies and methods as used in preparing the consolidated financial statement for the fiscal year ended December 31, 2025. There were no new policies adopted on January 1, 2026.

 

Recent Accounting Pronouncements

 

New standards, amendments and interpretations adopted

 

 

Page | 7

 

 

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosures about specified categories of expenses included in certain expense captions presented on the face of the income statement. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its Consolidated Financial Statements and related disclosures.

 

3. Accounts receivable and Contract Assets

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Trade receivables and contract assets

 

$ 2,746,004

 

 

$ 4,135,241

 

Contract assets

 

 

(1,459,377 )

 

 

(1,303,051 )

Trade receivables

 

 

1,286,627

 

 

 

2,832,190

 

Other receivables

 

 

61,050

 

 

 

96,650

 

Net Accounts receivable

 

 

1,347,677

 

 

 

2,928,840

 

Allowance for doubtful accounts

 

 

-

 

 

 

-

 

Accounts receivable

 

 

1,347,677

 

 

 

2,928,840

 

 

Aging of trade receivable as of June 30, 2026

 

Current

 

$ -

 

0-90 days

 

 

-

 

91-180 days

 

 

1,286,627

 

>180 days

 

 

-

 

 

 

 

1,286,627

 

 

The $1,286,627 overdue for greater 91-180 days is with one customer. The Company is in regular communication with the customer, and they have agreed to a payment plan. To date, the customer has paid $146,829 (US$106,300) for invoices related to this outstanding balance. Given recent payment and agreement on payment terms, the Company has determined a provision was not required as of June 30, 2026 and will revisit this analysis in future periods.

 

 

Page | 8

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(Expressed in Canadian dollars unless otherwise stated)

 

Contract Assets

 

Contract assets are revenues not invoiced as of June 30, 2026.

 

Movement in contract assets

 

US$

 

 

CDN$

 

Balance, January 1, 2025

 

$ -

 

 

$ -

 

2025 Revenue

 

 

11,486,476

 

 

 

16,351,286

 

2025 Revenue invoiced per contract milestones

 

 

(10,536,943 )

 

 

(15,048,235 )

Balance, December 31, 2025

 

 

949,533

 

 

 

1,303,051

 

Revenue for the six months ended June 30, 2026

 

 

78,452

 

 

 

107,801

 

Foreign exchange gain

 

 

-

 

 

 

48,525

 

Balance, June 30, 2026

 

 

1,027,985

 

 

 

1,459,377

 

 

4. Right of use assets

 

 

 

Cost

 

 

Accumulated

 

 

Right of

 

June 30, 2026

 

Base

 

 

Amortization

 

 

Use

 

Aircraft

 

$ 3,468,239

 

 

$ 2,160,744

 

 

$ 1,307,495

 

Office Building

 

 

2,324,694

 

 

 

1,540,674

 

 

 

784,020

 

Printer

 

 

9,716

 

 

 

8,348

 

 

 

1,368

 

 

 

 

5,802,649

 

 

 

3,709,766

 

 

 

2,092,883

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

Accumulated

 

 

Right of

 

December 31, 2025

 

Base

 

 

Amortization

 

 

Use

 

Aircraft

 

$ 3,468,239

 

 

$ 2,091,929

 

 

$ 1,376,310

 

Office Building

 

 

2,324,694

 

 

 

1,472,261

 

 

 

852,433

 

Printer

 

 

9,716

 

 

 

6,839

 

 

 

2,877

 

 

 

 

5,802,649

 

 

 

3,571,029

 

 

 

2,231,620

 

 

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 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.

 

 

Page | 9

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(Expressed in Canadian dollars unless otherwise stated)

 

5. Intellectual property

 

 

 

Cost

 

 

Accumulated

 

 

Net book

 

June 30, 2026

 

Base

 

 

amortization

 

 

Value

 

SFD® Hydrocarbon Right

 

$ 25,271,000

 

 

$ 18,251,701

 

 

$ 7,019,299

 

SFD® Geothermal Right

 

 

275,610

 

 

 

71,199

 

 

 

204,411

 

 

 

 

25,546,610

 

 

 

18,322,900

 

 

 

7,223,710

 

 

 

 

Cost

 

 

Accumulated

 

 

Net book

 

December 31, 2025

 

Base

 

 

amortization

 

 

Value

 

SFD® Hydrocarbon Right

 

$ 25,271,000

 

 

$ 17,409,334

 

 

$ 7,861,666

 

SFD® Geothermal Right

 

 

275,610

 

 

 

64,309

 

 

 

211,301

 

 

 

 

25,546,610

 

 

 

17,473,643

 

 

 

8,072,967

 

 

During 2015, NXT acquired the rights to the SFD® technology for use in the exploration of hydrocarbons (“Hydrocarbon Right”). The Company acquired the SFD® technology rights for geothermal resources (“Geothermal Right”) during 2021. The Hydrocarbon Right and Geothermal Right were recorded at the fair value of the consideration transferred and are capitalized.

 

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. Remaining amortization is estimated to be as follows:

 

 

 

Amortization

 

July 2026 to December 2026

 

 

842,367

 

Fiscal year 2027

 

 

1,684,733

 

Fiscal year 2028

 

 

1,684,733

 

Fiscal year 2029

 

 

1,684,733

 

Fiscal year 2030

 

 

1,327,144

 

Total

 

 

7,223,710

 

 

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. 

 

 

Page | 10

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(Expressed in Canadian dollars unless otherwise stated)

 

6. Accounts payable and accrued liabilities

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Accrued liabilities related to:

 

 

 

 

 

 

Consultants and professional fees

 

$ 165,654

 

 

$ 72,434

 

Payroll related

 

 

607,270

 

 

 

496,457

 

Board of director’s fees

 

 

191,229

 

 

 

291,218

 

Interest payable

 

 

235

 

 

 

13,430

 

 

 

 

964,388

 

 

 

873,539

 

Trade payables and other

 

 

323,103

 

 

 

788,509

 

 

 

 

1,287,491

 

 

 

1,662,048

 

 

At June 30, 2026, payroll related includes $139,125 (2025 - $326,841) accrued for RSUs.

 

7. Deferred revenue

 

As of June 30, 2026, the company has received $491,891 (US$346,500) of deposits for signed SFD® contracts that is expected to commence during 2026.

 

8. Convertible Debentures

 

There were no convertible debentures outstanding as at June 30, 2026.

 

Between May 31, 2023, and November 12, 2024, the Company issued a total of US$6,172,000 of convertible debentures. US$6,127,000 of the debentures were converted into common shares during 2025 and US$45,000 were converted into 248,893 common shares on January 5, 2026. The fair value of the convertible debentures is determined using valuation techniques that incorporate significant unobservable inputs and is classified as Level 3 within the fair value hierarchy. Key inputs include the market price of the Company’s common shares, expected share price volatility, remaining term to maturity, and the contractual conversion price.

 

During the six months ended June 30, 2026, the Company recognized a gain of $6,584 related to the remeasurement of convertible debentures, which is included in other expenses in the consolidated statements of loss and comprehensive loss.

 

 

Page | 11

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(Expressed in Canadian dollars unless otherwise stated)

 

Movement in convertible debentures

 

US$

 

 

CDN$

 

Balance, January 1, 2025

 

$ 6,378,141

 

 

$ 9,174,957

 

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

 

 

3,960,005

 

 

 

5,418,502

 

Conversion to common shares

 

 

(10,272,690 )

 

 

(14,114,800 )

Foreign exchange

 

 

-

 

 

 

(388,833 )

Balance, December 31, 2025

 

 

65,456

 

 

 

89,826

 

Fair value remeasurement on January 5, 2026

 

 

(4,826 )

 

 

(6,584 )

Conversion to common shares on January 5, 2026

 

 

(60,630 )

 

 

(83,352 )

Foreign exchange

 

 

-

 

 

 

110

 

Balance, June 30, 2026

 

 

-

 

 

 

-

 

 

Debenture Conversions

 

On May 30, 2025, Ataraxia Capital (“Ataraxia”) 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 common shares related to the Mork Capital convertible debenture were recognized at their fair value using Level 3 inputs, resulting in a fair value of $9,986,066 (US$7,282,838) on the date of conversion.

 

On September 23, 2025, US$49,000 face value of convertible debentures were converted into 271,017 common shares of NXT at a conversion price of US$0.1808. The common shares related to the September 23, 2025, conversion of convertible debenture was recognized at their fair value using Level 3 inputs, resulting in a fair value of $153,571 (US$111,078) on the date of conversion.

 

During December 2025, US$677,000 face value of convertible debentures were converted into 2,228,979 common shares of NXT at a conversion price of US$0.1808. The common shares related to the December 2025 conversion of convertible debenture was recognized at their fair value using Level 3 inputs, resulting in a fair value of $799,683 (US$578,774) on the dates of conversion.

 

On January 5, 2026, US$45,000 face value of convertible debentures were converted into 248,893 common shares of NXT at a conversion price of US$0.1808. The common shares converted were recognized at their fair value using Level 3 inputs, resulting in a fair value of C$83,352 (US$60,630) on the date of conversion.

 

The fair value attributed to convertible debentures was determined utilizing the following key weighted average assumptions:

 

For the periods ended

 

2026

 

 

2025

 

Volatility

 

 

98 %

 

 

99 %

Term to maturity (years)

 

 

0.01

 

 

 

0.64

 

Price of common shares

 

$ 0.24

 

 

$ 0.41

 

 

 

Page | 12

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(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,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

$US

 

$ -

 

 

$ 130,644

 

 

$ 611

 

 

$ 282,830

 

$CDN

 

$ -

 

 

$ 180,494

 

 

$ 840

 

 

$ 403,200

 

 

9. Lease obligations

 

 

 

For the six months ended June 30,2026

 

 

For the year ended

December 31, 2025

 

Opening balance, January 1

 

$ 1,573,302

 

 

$ 2,301,542

 

Additions

 

 

-

 

 

 

-

 

Operating lease payments

 

 

(120,336 )

 

 

(240,676 )

Finance lease principal payments

 

 

(295,121 )

 

 

(565,969 )

Lease accretion

 

 

50,415

 

 

 

113,041

 

Foreign exchange

 

 

14,583

 

 

 

(34,636 )

Closing Balance

 

 

1,222,843

 

 

 

1,573,302

 

Current portion of lease obligations

 

 

588,744

 

 

 

752,378

 

Long-term lease obligations

 

 

634,099

 

 

 

820,924

 

 

Maturity of lease liabilities:

 

Finance Lease1.

 

 

Operating Leases

 

 

Total

 

2026

 

 

342,314

 

 

 

120,053

 

 

 

462,367

 

2027

 

 

115,083

 

 

 

237,252

 

 

 

352,335

 

2028

 

 

-

 

 

 

237,252

 

 

 

237,252

 

2029

 

 

-

 

 

 

237,252

 

 

 

237,252

 

2030

 

 

-

 

 

 

177,938

 

 

 

177,938

 

Total lease payments

 

 

457,397

 

 

 

1,009,747

 

 

 

1,467,144

 

Less imputed interest

 

 

(19,935 )

 

 

(224,365 )

 

 

(244,300 )

Total discounted lease payments

 

 

437,462

 

 

 

785,382

 

 

 

1,222,844

 

Current portion of lease obligations

 

 

437,462

 

 

 

151,282

 

 

 

588,744

 

Non-current portion of lease obligations

 

 

-

 

 

 

634,100

 

 

 

634,100

 

 

 

1.

Converted at 1.4196

 

As of June 30, 2026, the Company’s aircraft lease was a financing lease, and the other leases were operating leases. The weighted average incremental borrowing rate for all leases is 10.7%. None of the leases have an option to extend past their current terms. The weighted average remaining lease terms at June 30, 2026, is 3.0 years. The Company’s total operating lease expenditures for the period ended June 30, 2026, were $120,336 (2025-$120,336). The Company’s total financing lease expenditures for the period ended June 30, 2026, was $331,336 (2025-$345,984), including interest expense of approximately $35,837 (2025-$71,445). Lease expense for operating leases are included in general and administrative expenses, while finance lease expenses are included in both amortization and interest expense, net.

 

 

Page | 13

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(Expressed in Canadian dollars unless otherwise stated)

 

Non-cash lease amortization and accretion

 

 

 

For the three months

ended June 30,

 

 

For the six months

ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Amortization of lease incentives and other

 

$ -

 

 

$ (1,889 )

 

$ -

 

 

$ (3,779 )

ROU asset amortization

 

 

35,496

 

 

 

31,405

 

 

 

69,922

 

 

 

61,864

 

Lease liability accretion

 

 

24,686

 

 

 

28,718

 

 

 

50,421

 

 

 

58,465

 

 

 

 

60,182

 

 

 

58,234

 

 

 

120,343

 

 

 

116,550

 

 

10. Commitments

 

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

 

 

 

Office Premises

 

July 2026 to December 2026

 

 

81,701

 

Fiscal year 2027

 

 

163,401

 

Fiscal year 2028

 

 

163,401

 

Fiscal year 2029

 

 

163,401

 

Fiscal year 2030

 

 

122,551

 

Total

 

 

694,455

 

 

11. 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,

 

 

 

2026

 

 

2025

 

 

 

# of shares

 

 

$ amount

 

 

# of shares

 

 

$ amount

 

As at the beginning of the year

 

 

118,596,228

 

 

 

115,497,385

 

 

 

78,495,184

 

 

 

98,262,510

 

Employee Share Purchase Plan (Note 13)

 

 

138,018

 

 

 

51,179

 

 

 

201,052

 

 

 

52,665

 

Restricted Stock Units (Note 13)

 

 

550,695

 

 

 

188,587

 

 

 

194,206

 

 

 

39,035

 

Exercise of stock options

 

 

-

 

 

 

-

 

 

 

282,466

 

 

 

98,456

 

Conversion of convertible debentures (Note 8)

 

 

248,893

 

 

 

83,352

 

 

 

29,145,296

 

 

 

13,161,546

 

Equity based transaction with non-employee

 

 

-

 

 

 

-

 

 

 

634,439

 

 

 

108,455

 

As at the end of the period

 

 

119,533,834

 

 

 

115,820,503

 

 

 

108,952,643

 

 

 

111,722,667

 

 

 

Page | 14

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(Expressed in Canadian dollars unless otherwise stated)

 

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 for a fixed period of 5 months. 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, once all regulatory and contractual approvals were obtained.

 

12. Net income (loss) per share

 

Net income (loss) per share – Basic and Diluted

 

 

 

For the three months

ended June 30,

 

 

For the six months

ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net (loss) income for the period

 

$ (2,559,380 )

 

$ (6,982,658 )

 

$ (4,974,799 )

 

$ 701,860

 

Basic weighted average number of shares outstanding for the period

 

 

119,510,044

 

 

 

84,870,859

 

 

 

119,244,674

 

 

 

81,988,924

 

Net (loss) income per share – Basic and Diluted

 

$ (0.02 )

 

$ (0.08 )

 

$ (0.04 )

 

$ 0.01

 

 

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

 

13. 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, 2026, 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 | 15

 

 

 

 

For the three months

ended June 30,

 

 

For the six months

ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Stock Option Expense

 

$ 211,150

 

 

$ 103,225

 

 

$ 421,136

 

 

$ 205,200

 

Deferred Share Units

 

 

38,750

 

 

 

38,750

 

 

 

77,500

 

 

 

77,500

 

Stock-based compensation expense in Contributed Capital

 

 

249,900

 

 

 

141,975

 

 

 

498,636

 

 

 

282,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee Share Purchase Plan

 

 

14,563

 

 

 

10,556

 

 

 

25,027

 

 

 

26,332

 

Restricted Stock Units

 

 

102,900

 

 

 

185,631

 

 

 

180,378

 

 

 

228,045

 

Total stock-based compensation expense

 

 

367,363

 

 

 

338,162

 

 

 

704,041

 

 

 

537,077

 

 

Stock Options:

 

The following is a summary of stock options which are outstanding as at June 30, 2026.

 

Exercise price per

share

 

 

# of options

outstanding

 

 

# of options

exercisable

 

 

Average remaining

life (in years)

 

$

0.200

 

 

 

166,200

 

 

 

166,200

 

 

 

1.9

 

$

0.203

 

 

 

1,400,000

 

 

 

-

 

 

 

3.1

 

$

0.216

 

 

 

1,553,334

 

 

 

440,000

 

 

 

1.5

 

$

0.252

 

 

 

78,850

 

 

 

78,850

 

 

 

1.2

 

$

0.259

 

 

 

100,000

 

 

 

33,333

 

 

 

0.0

 

$

0.260

 

 

 

52,650

 

 

 

52,650

 

 

 

1.5

 

$

0.264

 

 

 

177,200

 

 

 

177,200

 

 

 

1.5

 

$

0.309

 

 

 

4,350,000

 

 

 

50,000

 

 

 

4.5

 

 

 

 

 

 

7,878,234

 

 

 

998,233

 

 

 

3.3

 

 

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, 2025:

 

For the six months ended

For the year ended

 

 

 

June 30, 2026

 

 

December 31 2025

 

 

 

 

 

 

weighted

 

 

 

 

 

Weighted

 

 

 

# of stock

 

 

average

 

 

# of stock

 

 

Average

 

 

 

Options

 

 

exercise price

 

 

Options

 

 

exercise price

 

Options outstanding, start of the year

 

 

7,878,234

 

 

$ 0.27

 

 

 

2,647,820

 

 

$ 0.30

 

Granted

 

 

-

 

 

$ -

 

 

 

5,750,000

 

 

$ 0.28

 

Exercised

 

 

-

 

 

$ -

 

 

 

(310,799 )

 

$ (0.21 )

Expired

 

 

-

 

 

$ -

 

 

 

(208,787 )

 

$ (0.48 )

Options outstanding, end of the period

 

 

7,878,234

 

 

$ 0.27

 

 

 

7,878,234

 

 

$ 0.27

 

Options exercisable, end of the period

 

 

998,233

 

 

$ 0.23

 

 

 

998,233

 

 

$ 0.23

 

 

 

Page | 16

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(Expressed in Canadian dollars unless otherwise stated)

 

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 December 16, 2025, the Company granted 4,300,000 incentive stock options at a strike price of $0.309 to employees and directors of the Company. One half of these stock options will vest when the Company achieves a trailing twelve-month free cash flow per share of $0.15. The other half will vest when the Company achieves a trailing 12-month revenue of $25,000,000. The Company is currently recognizing Stock based compensation expense (“SBCE”) for these stock options. None have vested as of June 30, 2026. The Company currently estimates that it will achieve the two targets during Q1-27.

 

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 currently recognizing SBCE for these stock options. None have vested as of June 30, 2026. The Company currently estimates that it will achieve the target of free cash flow per share of $0.10 during Q1-27.

 

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 vest upon receipt of cash for SFD® services performed as per the following schedule.

 

Vesting Target

 

Vested

 

1/3 vest upon the collection of US$6.5 million

 

Yes

 

1/3 vest upon the collection of the next US$7.0 million

 

No

 

1/3 vest upon the collection of an additional US$7.5 million

 

No

 

 

Approximately 1,653,334 of these options are outstanding as of June 30, 2026, of which 473,333 are vested. The Company estimates that it should reach the remaining two milestones in 2026.

 

SBCE 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, 2026

 

 

December 31, 2025

 

Expected dividends paid per common share

 

 

-

 

 

Nil

 

Expected life in years

 

 

-

 

 

 

5.0

 

Weighted average expected volatility in the price of common shares

 

 

-

 

 

 

115 %

Weighted average risk-free interest rate

 

 

-

 

 

 

3.16 %

Weighted average fair market value per share at grant date

 

 

-

 

 

$0.23

 

Forfeiture rate

 

 

-

 

 

 

11.5 %

 

 

Page | 17

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(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, 2025, are as follows:

 

 

 

For the six months ended

 

 

For the year ended

 

 

 

June 30, 2026

 

 

December 31, 2025

 

Opening balance

 

 

525,153

 

 

 

120,226

 

Granted

 

 

198,348

 

 

 

404,927

 

Closing balance

 

 

723,501

 

 

 

525,153

 

 

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, 2025, are as follows:

 

For the six months ended

 

 

For the year ended

 

 

 

June 30, 2026

 

 

December 31, 2025

 

 

 

# of RSUs

 

 

FV/Unit

 

 

# of RSUs

 

 

FV/Unit

 

RSUs outstanding, beginning of the period

 

 

2,484,998

 

 

$ 0.35

 

 

 

915,000

 

 

$ 0.16

 

Granted

 

 

-

 

 

 

-

 

 

 

1,875,000

 

 

$ 0.20

 

Common shares issued

 

 

(550,695 )

 

$ (0.34 )

 

 

(194,206 )

 

$ (0.20 )

Payroll withholdings settled in cash

 

 

(379,308 )

 

$ (0.34 )

 

 

(110,796 )

 

$ (0.20 )

RSUs outstanding, end of the period

 

 

1,554,995

 

 

 

0.43

 

 

 

2,484,998

 

 

$ 0.35

 

 

No RSUs were issued during the three months ended June 30, 2026.

 

Employee Share Purchase Plan:

 

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 | 18

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(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, 2025, are as follows:

 

 

 

For the six months ended

June 30, 2026

 

 

For the year ended

December 31, 2025

 

 

 

# of shares

 

 

$ amount

 

 

# of shares

 

 

$ amount

 

Purchased by employees

 

 

70,529

 

 

$ 26,152

 

 

 

132,904

 

 

$ 43,495

 

Matched by the Company

 

 

67,489

 

 

 

25,027

 

 

 

132,904

 

 

 

43,494

 

Total Common Shares issued

 

 

138,018

 

 

 

51,179

 

 

 

265,808

 

 

 

86,989

 

 

14. 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, 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.

 

Convertible debentures

 

The Company has elected to measure the convertible debentures at fair value under ASC 815. Therefore, changes in fair value were measured through profit and loss. There are no outstanding convertible debentures as of June 30, 2026.

 

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, and accounts receivable reflects management’s assessment of maximum exposure to credit risk. As at June 30, 2026, 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 usually requiring advance payments before commencing certain contract milestones and when possible, accounts receivable insurance.

 

Please see Note 3 for accounts receivable.

 

 

Page | 19

 

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(Expressed in Canadian dollars unless otherwise stated)

 

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, 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, 2026, the Company held net United States dollar assets totaling approximately US$2,332,766. Accordingly, a hypothetical 10% change in the value of one United States dollar expressed in Canadian dollars as at June 30, 2026, would have had an approximately $331,160 effect on the unrealized foreign exchange gain or loss for the period.

 

15. 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,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Accounts receivable and contract assets

 

$ 1,493,038

 

 

$ 1,213,289

 

 

$ 1,467,705

 

 

$ (5,635,286 )

Prepaid expenses

 

 

(924 )

 

 

75,359

 

 

 

(108,301 )

 

 

80,642

 

Accounts payable and accrued liabilities

 

 

76,585

 

 

 

110,524

 

 

 

(366,937 )

 

 

(52,003 )

Deferred revenue

 

 

-

 

 

 

(265,522 )

 

 

474,759

 

 

 

(768,843 )

 

 

 

1,568,699

 

 

 

1,133,650

 

 

 

1,467,226

 

 

 

(6,375,490 )

 

16. Revenue and 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. Management has concluded that the Company operates in a single operating and reportable segment.

 

Revenues for the three and six months ended June 30, 2026, and 2025 were generated solely by the Hydrocarbon Right and three different customers. There were no revenues attributable to the Geothermal Right. Revenue fluctuations are a normal part of SFD® survey system sales and can vary significantly year-over-year.

 

 

 

For the three months

ended June 30,

 

 

For the six months

ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Asia

 

$ -

 

 

$ 654,336

 

 

$ 107,801

 

 

$ 654,336

 

Africa

 

 

-

 

 

 

1,002,140

 

 

 

-

 

 

 

13,466,211

 

Total International

 

 

-

 

 

 

1,656,476

 

 

 

107,801

 

 

 

14,120,547

 

Canada

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

1,656,476

 

 

 

107,801

 

 

 

14,120,547

 

 

 

Page | 20

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(Expressed in Canadian dollars unless otherwise stated)

 

At June 30, 2026, $962,930 (US$678,311) of the remaining performance obligations for two customers remain unsatisfied. The Company expects to realize these unsatisfied performance obligations by September 30, 2026.

 

During the three and six months ended June 30, 2026, 100% of the SFD® related revenue was generated by one customer. The $1,286,627 overdue accounts receivable as at June 30, 2026, is with this customer on revenues earned in 2025 (Note 3). During the three and six months ended June 30, 2025, the SFD® related revenue was generated by two other customers.

 

17. Other related party transactions

 

One of the members of NXT’s Board of Directors was a partner in a law firm until his retirement date on June 30, 2026. The firm provides legal advice to NXT. Accounts payable and accrued liabilities include a total of $12,181 ($41,540 as at December 31, 2025) payable to this law firm.

 

Another member of the Board was a board member of Pana Holdings Mauritius, the parent company of Ataraxia until May 1, 2025. Ataraxia held two-year term convertible debentures until May 30, 2025 (Note 8). The terms of the convertible debentures issued to Ataraxia included an annual interest rate of 10%, paid quarterly in arrears with conversion prices of US$0.143 and US$0.24 per common share. The debentures were able to be converted into either common shares or voting preferred shares with an annual dividend rate of 10% paid per quarter for the preferred shares, and they could have been converted on a one-to-one basis into common shares. The convertible debentures were payable on demand.

 

A third member of the Board is an employee of Mork Capital, which held two-year term convertible debentures until June 26, 2025 (Note 8). The terms of the convertible debentures issued to Mork Capital included an annual interest rate of 10%, paid quarterly in arrears with conversion prices of US$0.1808 and US$0.25 per common share.

 

Certain members of the Board, elected to have most of their Board fees payable at December 31, 2023, transferred into convertible debentures (Note 8), for a total of US$147,000 (CDN$196,686). All of these convertible debentures were converted into common shares of NXT by January 5, 2026. In addition, accounts payable and accrued liabilities at June 30, 2026, include a total of $nil, (December 31, 2025 - $2,954 or US$2,152) to Board members for accrued interest on the convertible debentures. The terms of the convertible debentures issued to members of the Board included an annual interest rate of 10%, paid quarterly in arrears with conversion price of US$0.1808 per common share.

 

Accounts payable and accrued liabilities include $191,229 ($291,218 as at December 31, 2025) for Board fees.

 

 

Page | 21

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(Expressed in Canadian dollars unless otherwise stated)

 

Related party expenses

 

 

 

For the three months

ended June 30,

 

 

For the six months

ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Legal Fees1.

 

$ 51,444

 

 

$ 48,691

 

 

$ 63,257

 

 

$ 62,900

 

Interest Expense2.

 

$ -

 

 

$ 171,893

 

 

$ 85

 

 

$ 377,593

 

Board of director fees1.

 

$ 59,545

 

 

$ 68,750

 

 

$ 120,795

 

 

$ 122,500

 

 

 

1.

Recorded in G&A.

 

2.

US$62 for the six months ended June 30, 2026. US$121,918 for the three months ended June 30, 2025, and US$265,475 for the six months ended June 30, 2025. Recorded in Interest expense, net.

 

18. Segment Reporting

 

The Chief Executive Officer of NXT Energy Solutions Inc. serves as the Company’s Chief Operating Decision Maker (“CODM”). The Company operates as a single business segment, focused primarily on the SFD® surveys.

 

As a single-segment entity, the Company complies with ASC 280-10-50-20, reporting segment profit or loss, significant expenses, and other segment items. Given that the Company has one revenue stream and limited number of revenue contract, the CODM is focused on SFD®-revenue, SFD®- related costs and general and administrative expenses.

 

Since the Company’s single segment represents the entire entity, certain financial information may be referenced in the primary financial statements instead of duplicated in segment disclosures.

 

 

Page | 22

 

 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

As at and for the period ended June 30, 2026

(Expressed in Canadian dollars unless otherwise stated)

 

 

 

For the three months

ended June 30,

 

 

For the six months

ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

SFD®-related revenue

 

$ -

 

 

$ 1,656,476

 

 

$ 107,801

 

 

$ 14,120,547

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aircraft operations

 

 

396,866

 

 

 

786,397

 

 

 

722,620

 

 

 

1,814,583

 

Survey projects

 

 

45,637

 

 

 

481,399

 

 

 

131,022

 

 

 

1,785,043

 

SFD®-related costs, net

 

 

442,503

 

 

 

1,267,796

 

 

 

853,642

 

 

 

3,599,626

 

Salaries, benefits and consulting charges

 

 

642,608

 

 

 

317,997

 

 

 

1,459,454

 

 

 

658,370

 

Board and professional fees, public company costs

 

 

244,473

 

 

 

229,206

 

 

 

457,982

 

 

 

545,220

 

Premises and administrative overhead

 

 

212,157

 

 

 

202,778

 

 

 

426,053

 

 

 

395,074

 

Business development

 

 

209,114

 

 

 

120,295

 

 

 

345,375

 

 

 

181,064

 

Stock-based compensation

 

 

367,363

 

 

 

338,163

 

 

 

704,041

 

 

 

537,078

 

Total general and administrative expenses

 

 

1,675,715

 

 

 

1,208,439

 

 

 

3,392,905

 

 

 

2,316,806

 

Amortization

 

 

475,538

 

 

 

479,248

 

 

 

951,074

 

 

 

956,145

 

Interest expense, net

 

 

5,696

 

 

 

194,697

 

 

 

9,058

 

 

 

445,329

 

Foreign exchange (gain) loss

 

 

(49,775 )

 

 

(100,086 )

 

 

(134,785 )

 

 

(165,167 )

Loss (gain) on fair value remeasurement

 

 

-

 

 

 

5,579,602

 

 

 

(6,584 )

 

 

6,249,145

 

Other expenses

 

 

9,703

 

 

 

9,438

 

 

 

17,290

 

 

 

16,803

 

Segment net income (loss) before income taxes

 

 

(2,599,380 )

 

 

(6,982,658 )

 

 

(4,974,799 )

 

 

701,860

 

Income tax expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Consolidated net income (loss)

 

 

(2,599,380 )

 

 

(6,982,658 )

 

 

(4,974,799 )

 

 

701,860

 

 

 

Page | 23