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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to U.S. GoldMining Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 3, 2025 |
U.S. GoldMining Appoints Mining Industry Veteran Barry Olson as Special Advisor Exhibit 99.1 U.S. GoldMining Appoints Mining Industry Veteran Barry Olson as Special Advisor Anchorage, Alaska – September 3, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce the appointment of Barry Olson as a Special Advisor to the Company effective September 1, 2025. Barry is an experienced mining industry leader with an established track re |
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| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission Fi |
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| August 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File |
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| August 27, 2025 |
Exhibit 99.1 U.S. GoldMining Advances 2025 Exploration Program Targeting Continued Growth at the District Scale Whistler Gold-Copper Project, Alaska Anchorage, Alaska – August 27, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce that it is well underway with exploration at its 100% owned Whistler Gold-Copper Project (the “Whistler Project” or “ |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41690 U.S. GOLDMINING INC. |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File |
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| August 11, 2025 |
Exhibit 99.1 U.S. GoldMining Advances Planning With State of Alaska Officials for Critical Road Infrastructure to the Whistler Gold-Copper Project, Alaska Anchorage, Alaska – August 11, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to provide an update with respect to discussions with representatives from the State of Alaska and Matanuska-Susitna Boroug |
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| July 28, 2025 |
Exhibit 99.1 U.S. GoldMining Applauds State of Alaska’s Plans to Advance Critical Road Infrastructure to the Whistler Gold-Copper Project, Alaska Anchorage, Alaska – July 28, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) strongly commends the State of Alaska’s recent announcement that the Alaska Industrial Development and Export Authority (“AIDEA”) has submitted a |
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| July 28, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File N |
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| July 21, 2025 |
Exhibit 99.1 U.S. GoldMining Announces 2025 Exploration Program Targeting Continued Growth at the District Scale Whistler Gold-Copper Project, Alaska Anchorage, Alaska – July 21, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to provide an update on the Whistler Gold-Copper Project (the “Project”) in Alaska, U.S.A. The Company is currently preparing and |
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| July 21, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File N |
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| July 14, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File N |
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| July 14, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File N |
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| July 14, 2025 |
Exhibit 99.2 MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2025 (Expressed in Canadian dollars unless otherwise stated) July 14, 2025 GoldMining Inc. Management's Discussion and Analysis For the three and six months ended May 31, 2025 General This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldMining Inc. |
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| July 14, 2025 |
Exhibit 99.1 U.S. GoldMining Welcomes Increased Copper Price Momentum, Highlights Strategic Copper-Gold Potential at Whistler Project in Alaska Anchorage, Alaska – July 14, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or “the Company”) is advancing the Whistler Gold-Copper Project (“Whistler” or “the Project”), located in Alaska, U.S.A. As the Company progresses its previously ann |
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| July 14, 2025 |
Exhibit 99.1 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2025 AND 2024 (Expressed in thousands of Canadian Dollars unless otherwise stated) GoldMining Inc. Condensed Consolidated Interim Statements of Financial Position As at May 31, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) As at Ma |
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| June 16, 2025 |
Exhibit 99.1 U.S. GoldMining Highlights Exploration Potential at the Muddy Creek Mineral System, Including Historic High Grade Rock Grab Samples up to 111.50 g/t Au, Whistler Gold-Copper Project, Alaska Anchorage, Alaska – June 16, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to provide further details regarding high priority exploration targets locate |
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| June 16, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File N |
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| June 11, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File N |
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| June 9, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File Nu |
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| June 9, 2025 |
Exhibit 99.1 U.S. GoldMining Inc. Selects Ausenco to Deliver Initial Economic Assessment At Whistler Gold-Copper Project, Alaska PEA to incorporate updated 2024 drilling and evaluate standalone open-pit operation Anchorage, Alaska – June 9, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce it has selected Ausenco Engineering Canada ULC (“Ausenco |
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| June 2, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File Nu |
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| June 2, 2025 |
U.S. GoldMining to Join Russell 3000 Index Exhibit 99.1 U.S. GoldMining to Join Russell 3000 Index Anchorage, Alaska – June 2, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce that it has been added as a member of the broad-market Russell 3000® Index according to a preliminary list published by FTSE on its website in connection with its annual reconstitution of the index. The reconstitu |
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| May 27, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File Nu |
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| May 27, 2025 |
U.S. GoldMining Highlights Northern Exploration Targets at the Whistler Gold-Copper Project, Alaska Exhibit 99.1 U.S. GoldMining Highlights Northern Exploration Targets at the Whistler Gold-Copper Project, Alaska Anchorage, Alaska – May 27, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the Company”) is pleased to provide further detail regarding its high priority exploration targets for the northern part of its Whistler Gold-Copper Project (the “Whistler Project” or the “Proje |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File Nu |
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| May 15, 2025 |
U.S. GoldMining Provides Update on Exploration Targets at the Whistler Gold-Copper Project, Alaska Exhibit 99.1 U.S. GoldMining Provides Update on Exploration Targets at the Whistler Gold-Copper Project, Alaska Anchorage, Alaska – May 15, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to provide an update on the results of exploration target delineation and analysis performed for the Whistler Gold-Copper Project (the “Whistler Project” or the “Project |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41690 U.S. GOLDMINING INC. |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ D |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| April 24, 2025 |
U.S. GoldMining Inc. Commences Metallurgical Testwork At Whistler Gold-Copper Project, Alaska Exhibit 99.1 U.S. GoldMining Inc. Commences Metallurgical Testwork At Whistler Gold-Copper Project, Alaska Anchorage, Alaska – April 24, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce it has commenced metallurgical testwork, which will help to inform the proposed initial economic assessment for the Whistler Gold-Copper Project (“Whistler” or |
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| April 24, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File |
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| April 15, 2025 |
Exhibit 99.1 U.S. GoldMining Inc. Announces Plans to Commence an Initial Economic Assessment At Whistler Gold-Copper Project, Alaska Anchorage, Alaska – April 15, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce its plan to commence an initial economic assessment for the Whistler Gold-Copper Project (“Whistler” or the “Project”), located 105 mi |
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| April 15, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File |
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| April 11, 2025 |
Exhibit 99.2 MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 (Expressed in Canadian dollars unless otherwise stated) April 11, 2025 GoldMining Inc. Management's Discussion and Analysis For the three months ended February 28, 2025 General This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldMining Inc. for t |
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| April 11, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File |
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| April 11, 2025 |
Exhibit 99.1 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024 (Expressed in thousands of Canadian Dollars unless otherwise stated) GoldMining Inc. Condensed Consolidated Interim Statements of Financial Position As at February 28, 2025 and November 30, 2024 (Unaudited, expressed in thousands of Canadian dollars unless otherwise s |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41690 U.S. GOLDMINING INC. (Exa |
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| March 27, 2025 |
Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK The following is a description of our capital stock and the material provisions of our Articles of Incorporation, Bylaws and other agreements to which we and our stockholders are parties. General Our authorized capital stock consists of 300,000,000 shares of our common stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0. |
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| March 24, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File |
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| March 24, 2025 |
Exhibit 99.1 U.S. GoldMining Applauds U.S. Presidential Executive Order Recognizing Copper & Gold as ‘Critical Minerals’ - Strong Economic and Policy Tailwinds will benefit Whistler Gold-Copper Project, Alaska Anchorage, Alaska – March 24, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) welcomes the signing of an Executive Order by President Donald Trump titled “Imm |
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| February 28, 2025 |
Exhibit 99.1 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED NOVEMBER 30, 2024 AND 2023 (Expressed in thousands of Canadian Dollars unless otherwise stated) Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of GoldMining Inc. Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial position of G |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission Fi |
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| February 28, 2025 |
Exhibit 99.2 MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED NOVEMBER 30, 2024 (Expressed in Canadian dollars unless otherwise stated) February 27, 2025 GoldMining Inc. Management's Discussion and Analysis For the year ended November 30, 2024 General This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldMining Inc. for the year ended |
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| February 21, 2025 |
Employment Agreement by and between US GoldMining Canada Inc. and Tim Smith, dated February 20, 2025 EX-10.1 2 ex10-1.htm Exhibit 10.1 US GOLDMINING CANADA INC. 1830 - 1188 West Georgia Street Vancouver, B.C. V6E 4A2 VIA E-MAIL February 20, 2025 Tim Smith 1300 Wynbrook Place Burnaby, BC V5A 3Y6 Dear Mr. Smith: Re: Employment Agreement GoldMining Inc. (“GMI”) and Tim Smith (the “Executive”) previously entered into an amended and restated employment agreement dated August 4, 2022, which amended and |
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| February 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission Fi |
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| February 21, 2025 |
Exhibit 10.2 US GOLDMINING CANADA INC. 1830 - 1188 West Georgia Street Vancouver, B.C. V6E 4A2 VIA E-MAIL February 20, 2025 Tyler Wong 2489 East 15th Avenue Vancouver, BC V5M 2J7 Dear Mr. Wong: Re: Amended and Restated Employment Agreement Tyler Wong (the “Executive”) has served as the Interim Chief Financial Officer of U.S. GoldMining Inc. (“USGOLD”) since April 11, 2023 (the “Effective Date”). T |
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| February 10, 2025 |
Exhibit 99.1 U.S. GoldMining Discovers New High Grade Zone at Raintree Prospect, Whistler Gold-Copper Project, Alaska Anchorage, Alaska – February 10, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce new assay results from the 2024 confirmatory diamond core drilling program completed at the Whistler Gold-Copper Project (the “Project”) in Alaska |
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| February 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission Fi |
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| February 3, 2025 |
Exhibit 99.1 U.S. GoldMining Expands Western High-Grade Zone at Whistler Gold-Copper Deposit, Alaska: Intersects 458 meters at 0.75 g/t Gold Equivalent, Including 48 m at 1.23 g/t AuEq and 116 m at 1.00 g/t AuEq Anchorage, Alaska – February 3, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce new assay results from its 2024 confirmatory diamond |
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| February 3, 2025 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission Fil |
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| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2025 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission Fil |
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| January 27, 2025 |
Exhibit 99.1 U.S. GoldMining Welcomes Presidential Executive Order to Unleash Alaska’s Extraordinary Resource Potential Anchorage, Alaska – January 27, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) applauds the Executive Order, “Unleashing Alaska’s Extraordinary Resource Potential”, signed by the President of the United States on January 20, 2025. U.S. GoldMining |
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| December 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission Fi |
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| December 26, 2024 |
Form of 2023 Incentive Plan Restricted Stock Unit Award Agreement Exhibit 10.1 RESTRICTED STOCK UNIT AWARD AGREEMENT U. S. GOLDMINING INC. 2023 LONG-TERM INCENTIVE PLAN 1. Award of Restricted Stock Units. Pursuant to the U. S. Goldmining Inc. 2023 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of U.S. Goldmining Inc., a Nevada corporation (the “Company”), the Company grants to (the “Participant”) an Award under the Plan f |
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| December 17, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission Fi |
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| December 17, 2024 |
U.S. GoldMining Issues Year-End Letter to Shareholders EX-99.1 2 ex99-1.htm Exhibit 99.1 U.S. GoldMining Issues Year-End Letter to Shareholders Anchorage, Alaska – December 17, 2024 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to issue the following letter from its Chairman, Alastair Still, to provide a year-end update highlighting the key achievements and progress made in 2024 on our 100% owned Whistler Gold-C |
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| November 21, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission Fi |
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| November 21, 2024 |
Exhibit 99.1 NI 43-101 2024 UPDATED MINERAL RESOURCE ESTIMATE FOR THE WHISTLER PROJECT South Central Alaska Centred at 6,872,000 N and 520,000 E (NAD 83) Submitted to: GoldMining Inc. and U.S. GoldMining Inc. 1830-1188 West Georgia St. Vancouver, B.C. V6E 4A2, Canada Tel: 604.630.1000 Effective Date: 12 September 2024 Date of Issue: 20 November 2024 Submitted by: Moose Mountain Technical Services |
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| November 18, 2024 |
Exhibit 99.1 U.S. GoldMining Intersects 120 meters at 1.00 g/t Gold Equivalent - Confirms Western High-Grade Zone Within Whistler Gold-Copper Deposit, Alaska Anchorage, Alaska – November 18, 2024 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce new assay results from the 2024 confirmatory diamond core drilling program completed at the Whistler Gold- |
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| November 18, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission Fi |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41690 U.S. GOLDMINING |
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| November 4, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) U.S. GOLDMINING INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (2) Equity Common Stock, par value |
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| November 4, 2024 |
As filed with the Securities and Exchange Commission on November 4, 2024 As filed with the Securities and Exchange Commission on November 4, 2024 Registration No. |
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| October 11, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission Fil |
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| October 11, 2024 |
Exhibit 99.2 MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2024 (Expressed in Canadian dollars unless otherwise stated) October 11, 2024 GoldMining Inc. Management's Discussion and Analysis For the three and nine months ended August 31, 2024 General This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldM |
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| October 11, 2024 |
Exhibit 99.1 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2024 AND 2023 (Expressed in thousands of Canadian Dollars unless otherwise stated) GoldMining Inc. Condensed Consolidated Interim Statements of Financial Position As at August 31, 2024 and November 30, 2023 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) A |
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| October 7, 2024 |
Exhibit 99.1 U.S. GoldMining More Than Doubles Indicated Mineral Resource Estimate to 6.48 Million AuEq Oz with an Additional 4.16 Million AuEq Oz Inferred for the Whistler Project, Alaska Anchorage, Alaska – October 7, 2024 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce an updated Mineral Resource Estimate (“MRE”) for the Company’s 100% owned Whi |
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| October 7, 2024 |
Exhibit 96.1 S-K 1300 Technical Report Summary iNITIAL aSSESSMENT for THE Whistler Project South Central Alaska Centred at 6,872,000 N and 520,000 E (NAD 83) Submitted to: U.S. GoldMining Inc. 1830-1030 West Georgia St. Vancouver, B.C. V6E 2Y3, Canada Tel: 604.630.1000 Effective Date: 12 September 2024 Date of Issue: 7 October 2024 Submitted by: Moose Mountain Technical Services #210 1510-2nd St. |
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| October 7, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File |
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| September 30, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission F |
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| September 30, 2024 |
Exhibit 99.1 U.S. GoldMining Intersects 652.5 meters at 1.00 g/t Gold Equivalent From Near-Surface Confirming Continuity of High-Grade Core at the Whistler Gold-Copper Deposit, Alaska Anchorage, Alaska – September 30, 2024 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce initial assay results from the first two diamond drill holes completed of its 2 |
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| August 28, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File |
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| August 28, 2024 |
Exhibit 99.1 U.S. GoldMining UPDATE on EXPLORATION AND SUSTAINABILITY ACTIVITIES AT the Whistler Gold-Copper Project, alaska Anchorage, Alaska – August 28, 2024 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to provide a progress update on activities related to exploration, environmental baseline activities and stakeholder engagement across the Whistler Gold- |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41690 U.S. GOLDMINING INC. |
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| July 12, 2024 |
Exhibit 99.2 MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2024 (Expressed in Canadian dollars unless otherwise stated) July 12, 2024 GoldMining Inc. Management's Discussion and Analysis For the three and six months ended May 31, 2024 General This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldMining Inc. |
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| July 12, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File N |
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| July 12, 2024 |
Exhibit 99.1 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2024 AND 2023 (Expressed in thousands of Canadian Dollars unless otherwise stated) Goldmining Inc. Condensed Consolidated Interim Statements of Financial Position As at May 31, 2024 and November 30, 2023 (Unaudited, expressed in thousands of Canadian dollars unless otherwise stated) As at Ma |
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| June 27, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File N |
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| June 27, 2024 |
U.S. GoldMining Commences Drilling at the Whistler Gold-Copper Project, Alaska Exhibit 99.1 U.S. GoldMining Commences Drilling at the Whistler Gold-Copper Project, Alaska Anchorage, Alaska – June 27, 2024 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce that it has commenced drilling at its 100% owned Whistler Gold-Copper Project (the “Whistler Project” or “Project”) for the 2024 field season in Alaska. The program is focused |
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| May 30, 2024 |
U.S. GoldMining Releases 2024 Sustainability Factsheet Exhibit 99.1 U.S. GoldMining Releases 2024 Sustainability Factsheet Anchorage, Alaska – May 30, 2024 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce the publication of the Company’s sustainability initiatives and activities in summary form (the “Factsheet”) for the past year. The Factsheet provides a snapshot of the Company’s governance of sustaina |
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| May 30, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File Nu |
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| May 23, 2024 |
U.S. GoldMining Inc. 1188 West Georgia Street, Suite 1830 Vancouver, BC, Canada V6E 4A2 U.S. GoldMining Inc. 1188 West Georgia Street, Suite 1830 Vancouver, BC, Canada V6E 4A2 May 23, 2024 VIA EDGAR Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Cheryl Brown Re: U.S. GoldMining Inc. Registration Statement on Form S-3 Originally filed on May 15, 2024 File No. 333-279435 (the “Registration Stat |
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| May 22, 2024 |
Exhibit 99.1 U.S. GoldMining Announces 2024 Exploration Program Following up on 2023 Confirmatory Drilling Results including 547m at 1.06 g/t, and Targeting Continued Growth at the Whistler Gold-Copper Project, Alaska Anchorage, Alaska – May 22, 2024 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to provide an update on the Whistler Gold-Copper Project (the “ |
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| May 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File Nu |
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| May 22, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File Nu |
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| May 15, 2024 |
Exhibit 1.2 AT THE MARKET OFFERING AGREEMENT May 15, 2024 H.C. Wainwright & Co., LLC As Representative of the several Agents (as defined below) 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: U.S. GoldMining Inc., a company incorporated under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC as lead agent and representative |
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| May 15, 2024 |
As filed with the Securities and Exchange Commission on May 15, 2024 As filed with the Securities and Exchange Commission on May 15, 2024 Registration No. |
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| May 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) U.S. GoldMining Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Ca |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41690 U.S. GOLDMINING INC. |
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| April 24, 2024 |
Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK The following is a description of our capital stock and the material provisions of our Articles of Incorporation, Bylaws and other agreements to which we and our stockholders are parties. General Our authorized capital stock consists of 300,000,000 shares of our common stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0. |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41690 U.S. |
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| April 12, 2024 |
Exhibit 99.1 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED FEBRUARY 29, 2024 AND FEBRUARY 28, 2023 (Expressed in thousands of Canadian Dollars unless otherwise stated) GoldMining Inc. Condensed Consolidated Interim Statements of Financial Position As at February 29, 2024 and November 30, 2023 (Expressed in thousands of Canadian dollars unless otherwise stated) As a |
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| April 12, 2024 |
Exhibit 99.2 MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED FEBRUARY 29, 2024 (Expressed in Canadian dollars unless otherwise stated) April 12, 2024 GoldMining Inc. Management's Discussion and Analysis For the three months ended February 29, 2024 General This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldMining Inc. for t |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File |
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| April 11, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ D |
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| March 19, 2024 |
Shareholder Director Nominations UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File |
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| February 21, 2024 |
Exhibit 97.1 Clawback Policy (Effective November 16, 2023) Introduction The Board of Directors (the “Board”) of U.S. GoldMining Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s compensation philosophy. The Board has therefore adopted this |
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| February 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41690 U.S. GOLDMINING INC. (Exa |
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| February 21, 2024 |
Exhibit 95 Mine Safety Disclosure The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). |
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| February 21, 2024 |
Code of Business Conduct and Ethics. Exhibit 14.1 U.S. GoldMining Inc. Code of Business Conduct and Ethics 1. Introduction. 1.1 The Board of Directors of U.S. GoldMining Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Business Conduct and Ethics (the “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, f |
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| February 21, 2024 |
Form of 2023 Incentive Plan Incentive Stock Option Award Agreement. Exhibit 10.8 NONQUALIFIED STOCK OPTION AGREEMENT U.S. GOLDMINING INC. 2023 LONG-TERM INCENTIVE PLAN 1. Grant of Option. Pursuant to the U.S. Goldmining Inc. Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of U.S. Goldmining Inc., a Nevada corporation (the “Company”), the Company grants to (the “Participant”) 1. an option (the “Stock Option”) to purchase a to |
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| February 21, 2024 |
Exhibit 10.7 US GOLDMINING CANADA INC. 1830 - 1030 West Georgia Street Vancouver, B.C. V6E 2Y3 VIA E-MAIL July 25, 2023 Tyler Wong 2489 East 15th Avenue Vancouver, BC V5M 2J7 Dear Mr. Wong: Re: Employment Agreement GoldMining Inc. (“GMI”) and Tyler Wong (the “Executive”) previously entered into an employment agreement dated June 4, 2019 (the “Prior Agreement”), pursuant to which the Executive agre |
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| February 21, 2024 |
Form of Amendment to Restricted Stock Award Agreement pursuant to the Legacy Incentive Plan. Exhibit 10.9 Amendment to Restricted Stock Award Agreement This amendment to Restricted Stock Award Agreement (this “Amendment”) is effective as of May , 2023 (the “Effective Date”) and is entered into by and between (the “Awardee”) and U.S. GoldMining Inc. (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in that certain Restricted Stock Aw |
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| February 21, 2024 |
List of Significant Subsidiaries. Exhibit 21.1 LIST OF SUBSIDIARIES OF U.S. GOLDMINING INC. Subsidiaries Jurisdiction US GoldMining Canada Inc British Columbia, Canada |
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| February 21, 2024 |
Exhibit 14.2 U.S. GOLDMINING INC. INSIDER TRADING POLICY (August 28, 2023) This Insider Trading Policy (this “Policy”) describes the standards of U.S. GoldMining Inc. (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. One of the principal purposes of United States |
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| February 21, 2024 |
Exhibit 4.3 U.S. GoldMining Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of March 9, 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of March 9, 2023 (“Agreement”), between U.S. GoldMining Inc., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent” |
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| February 13, 2024 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission Fil |
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| February 9, 2024 |
EX-99.1 2 tm245671d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: 1741 Fund Services S.A., which is a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). The type of institution is: Investment management company domiciled in Luxembourg subject to the Directive 2009/65/EC of the European Parliament and of the Council of |
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| February 9, 2024 |
US90291W1080 / US Goldmining, Inc. / 1741 Holding AG - SC 13G Passive Investment SC 13G 1 tm245671d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* U.S. GoldMining Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 90291W108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| January 16, 2024 |
Exhibit 99.1 U.S. GoldMining Intersects 547 meters at 1.06 g/t Gold Equivalent Including 176 meters at 1.55 g/t Gold Equivalent at the Whistler Gold-Copper Project, Alaska Drilling Confirms Continuity of Near-Surface High-Grade Core Within Whistler Deposit Anchorage, Alaska – January 16, 2024 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce assay re |
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| January 16, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission Fil |
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| November 7, 2023 |
U.S. Goldmining targets expansion at the Whistler GoLD-CoPPER project, Alaska Exhibit 99.1 U.S. Goldmining targets expansion at the Whistler GoLD-CoPPER project, Alaska Anchorage, Alaska – November 7, 2023 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to provide an update on the Company’s 2023 Phase 1 drilling program (the “Program”), which commenced in August this year. The objectives of the Program are to expand and increase confide |
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| November 7, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission Fil |
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| October 10, 2023 |
Exhibit 95 Mine Safety Disclosure The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41690 U.S. GOLDMINING INC |
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| August 21, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File |
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| August 21, 2023 |
U.S. Goldmining commences drilling PROGRAM at whistler GoLD-CoPPER project, Alaska Exhibit 99.1 U.S. Goldmining commences drilling PROGRAM at whistler GoLD-CoPPER project, Alaska Anchorage, Alaska – August 21, 2023 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce the commencement of the Company’s 2023 Phase 1 Drilling Program (the “Program”) at its 100% owned Whistler gold-copper project (“Whistler” or the “Project”) in Alaska, US |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File |
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| August 8, 2023 |
Exhibit 99.1 alaska Governor MIKE Dunleavy visits whistler GoLD-CoPPER project and U.S. Goldmining Provides Update on Proposed access road Anchorage, Alaska – August 8, 2023 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to provide details on Alaska State Governor Mike Dunleavy’s recent visit to the Company’s Whistler gold-copper project (“Whistler”) in Alask |
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| July 13, 2023 |
Exhibit 95 Mine Safety Disclosure The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). |
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| July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41690 U.S. GOLDMINING INC. ( |
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| May 30, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2023 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File Nu |
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| May 30, 2023 |
Exhibit 99.1 U.S. Goldmining mobilizes Field teams to execute on 2023 Exploration program at whistler GoLD-CoPPER project, Alaska Vancouver, British Columbia – May 30, 2023 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce that following the successful completion of its initial public offering in April 2023 which raised US$20 million (the “IPO”), the |
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| April 28, 2023 |
Exhibit 1 April 19, 2023 H.C. Wainwright & Co., LLC acting as representative to the several underwriters: Re: Underwriting Agreement, dated April 19, 2023, by and among U.S. GoldMining Inc., H.C. Wainwright & Co., LLC, acting as representatives to the several underwriters, BMO Capital Markets Corp., Laurentian Bank Securities Inc. and Sprott Capital Partners LP Ladies and Gentlemen: The undersigne |
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| April 28, 2023 |
Exhibit 2 IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first set forth above. BRAZIL RESOURCES INC. Per: /s/ Garnet Dawson Name: Garnet Dawson Title: Chief Executive Officer BRAZIL ALASKA HOLDINGS INC. Per: /s/ Pat Obara Name: Pat Obara Title: Director BRAZIL ALASKA CORP. Per: /s/ Pat Obara Name: Pat Obara Title: Director |
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| April 28, 2023 |
USGO / U.S. GoldMining Inc / GoldMining Inc. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* U.S. GoldMining Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 90291W108 (CUSIP Number) Rick Werner, Esq. Haynes and Boone, LLP 30 Rockefeller Plaza 26th Floor New York, NY 10112 (212) 659-7300 (Name, Address |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2023 U.S. GoldMining Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-41690 37-1792147 (Commission File |
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| April 21, 2023 |
U.S. Goldmining ANNOUNCES Pricing of $20 MILLION INITIAL PUBLIC OFFERING Exhibit 99.1 U.S. Goldmining ANNOUNCES Pricing of $20 MILLION INITIAL PUBLIC OFFERING Vancouver, British Columbia – April 19, 2023 – GoldMining Inc. (TSX: GOLD; NYSE AMERICAN: GLDG) (“GoldMining”) and its subsidiary, U.S. GoldMining Inc. (“USGO”) today announced the pricing of the initial public offering of 2,000,000 units of USGO (the “Units”) at an initial public offering price of $10.00 per Uni |
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| April 21, 2023 |
Exhibit 1.1 2,000,000 SHARES of Common Stock and 2,000,000 Warrants of U.S. GOLDMINING INC. UNDERWRITING AGREEMENT April 19, 2023 H.C. Wainwright & Co., LLC as the Representative of the several underwriters, if any, named in Schedule I hereto 430 Park Avenue, 3rd Floor New York, New York 10022 BMO Capital Markets Corp. 151 West 42nd Street New York, NY 10036 Laurentian Bank Securities Inc. 1360 Re |
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| April 20, 2023 |
424B4 1 form424b4.htm PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-269693 2,000,000 Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock U.S. GOLDMINING INC. This is the initial public offering of securities of U.S. GoldMining Inc., a Nevada corporation. We are offering 2,000,000 units, or “Units”, with each Unit consisti |
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| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 U.S. GOLDMINING INC. (Exact Name of Registrant as Specified in its Charter) Nevada 37-1792147 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 103 |
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| April 19, 2023 |
U.S. GoldMining Inc. 1030 West Georgia Street Suite 1830 Vancouver, BC, Canada V6E 2Y3 U.S. GoldMining Inc. 1030 West Georgia Street Suite 1830 Vancouver, BC, Canada V6E 2Y3 April 19, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Acceleration Request for U.S. GoldMining Inc. Registration Statement on Form S-1 File No. 333-269693 (the “Registration Statement”) Ladies an |
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| April 19, 2023 |
April 19, 2023 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: U.S. GoldMining Inc. Registration Statement on Form S-1 (Registration No. 333-269693) Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”) and BMO Capital Markets Corp. (“BMO”), as co-managers of the underwriters fo |
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| April 14, 2023 |
As filed with the U.S. Securities and Exchange Commission on April 13, 2023 As filed with the U.S. Securities and Exchange Commission on April 13, 2023 Registration No. 333-269693 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 U.S. GOLDMINING INC. (Exact name of registrant as specified in its charter) Nevada 1040 37-1792147 (State or other jurisdiction of incorpora |
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| April 14, 2023 |
Issuer Free Writing Prospectus Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-269693 |
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| April 14, 2023 |
Letter from Marcum LLP regarding change in certifying accountant Exhibit 16.1 April 13, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by U.S. GoldMining Inc. under the heading “Change in Auditor” in the Amendment No. 5 to Registration Statement on Form S-1 (file No. 333-269693) regarding our termination on November 29, 2022. We agree with the statements concerning our Firm in such |
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| April 14, 2023 |
Initial Public Offering of Units Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. |
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| April 13, 2023 |
Initial Public Offering of Units Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. |
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| April 13, 2023 |
Issuer Free Writing Prospectus Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-269693 |
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| April 12, 2023 |
Side Letter Agreement with Craft Capital Management LLC Exhibit 10.10 U.S. GOLDMINING INC. Suite 200, Office 203 301 Calista Court Anchorage, AK 99518 April 3, 2023 Craft Capital Management LLC 377 Oak St. Mezzanine Garden City New York, 11530 Attention: Richard J Rizzuto Re: Initial Public Offering Ladies and Gentlemen: This will confirm our discussions relating to Craft Capital Management LLC (“Craft Capital”) serving as dealer in the contemplated in |
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| April 12, 2023 |
As filed with the U.S. Securities and Exchange Commission on April 12, 2023 As filed with the U.S. Securities and Exchange Commission on April 12, 2023 Registration No. 333-269693 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 U.S. GOLDMINING INC. (Exact name of registrant as specified in its charter) Nevada 1040 37-1792147 (State or other jurisdiction of incorpora |
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| April 12, 2023 |
Letter from Marcum LLP regarding change in certifying accountant Exhibit 16.1 April 12, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by U.S. GoldMining Inc. under the heading “Change in Auditor” in the Amendment No. 4 to Registration Statement on Form S-1 (file No. 333-269693) regarding our termination on November 29, 2022. We agree with the statements concerning our Firm in such |
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| April 12, 2023 |
April 12, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Steve Lo Craig Arakawa George K. Schuler Michael Purcell Irene Barberena-Meissner Re: U.S. GoldMining Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed April 10, 2023 File No. 333-269693 Ladies and Gentlemen: This letter is submitted on be |
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| April 10, 2023 |
As filed with the U.S. Securities and Exchange Commission on April 7, 2023 As filed with the U.S. Securities and Exchange Commission on April 7, 2023 Registration No. 333-269693 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 U.S. GOLDMINING INC. (Exact name of registrant as specified in its charter) Nevada 1040 37-1792147 (State or other jurisdiction of incorporat |
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| April 10, 2023 |
Letter from Marcum LLP regarding change in certifying accountant Exhibit 16.1 April 7, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by U.S. GoldMining Inc. under the heading “Change in Auditor” in the Amendment No. 3 to Registration Statement on Form S-1 (file No. 333-269693) regarding our termination on November 29, 2022. We agree with the statements concerning our Firm in such |
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| April 10, 2023 |
Side Letter Agreement with Drexel Hamilton, LLC Exhibit 10.8 U.S. GOLDMINING INC. Suite 200, Office 203 301 Calista Court Anchorage, AK 99518 April 6, 2023 Drexel Hamilton, LLC 110 East 42nd Street Suite 1502 New York, Ny 10017 Re: Initial Public Offering Ladies and Gentlemen: This will confirm our discussions relating to Drexel Hamilton, LLC (“Drexel”) serving as dealer in the contemplated initial public offering (the “IPO”) of U.S. Goldmining |
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| April 10, 2023 |
Form of Underwriting Agreement Exhibit 1.1 SHARES of Common Stock and Warrants of U.S. GOLDMINING INC. UNDERWRITING AGREEMENT , 2023 H.C. Wainwright & Co., LLC as the Representative of the several underwriters, if any, named in Schedule I hereto 430 Park Avenue, 3rd Floor New York, New York 10022 BMO Capital Markets Corp. 151 West 42nd Street New York, NY 10036 Laurentian Bank Securities Inc. 1360 Rene-Levesque Boulevard West, |
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| April 10, 2023 |
Issuer Free Writing Prospectus Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. |
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| April 10, 2023 |
Side Letter Agreement with WestPark Capital, Inc. Exhibit 10.9 U.S. GOLDMINING INC. Suite 200, Office 203 301 Calista Court Anchorage, AK 99518 April 3, 2023 WestPark Capital, Inc. 1800 Century Park East Suite 220 Los Angeles, CA 90067 Attention: Richard Rappaport Re: Initial Public Offering Ladies and Gentlemen: This will confirm our discussions relating to WestPark Capital, Inc. (“WestPark”) serving as dealer in the contemplated initial public |
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| April 10, 2023 |
Issuer Free Writing Prospectus Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-269693 |
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| April 7, 2023 |
April 7, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Steve Lo Craig Arakawa George K. Schuler Michael Purcell Irene Barberena-Meissner Re: U.S. GoldMining Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed March 29, 2023 File No. 333-269693 Ladies and Gentlemen: This letter is submitted on beh |
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| March 29, 2023 |
As filed with the U.S. Securities and Exchange Commission on March 28, 2023 As filed with the U.S. Securities and Exchange Commission on March 28, 2023 Registration No. 333-269693 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 U.S. GOLDMINING INC. (Exact name of registrant as specified in its charter) Nevada 1040 37-1792147 (State or other jurisdiction of incorpora |
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| March 29, 2023 |
Form of Underwriting Agreement Exhibit 1.1 SHARES of Common Stock and Warrants of U.S. GOLDMINING INC. UNDERWRITING AGREEMENT , 2023 H.C. Wainwright & Co., LLC as the Representative of the several underwriters, if any, named in Schedule I hereto 430 Park Avenue, 3rd Floor New York, New York 10022 BMO Capital Markets Corp. 151 West 42nd Street New York, NY 10036 Laurentian Bank Securities Inc. 1360 Rene-Levesque Boulevard West, |
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| March 29, 2023 |
Issuer Free Writing Prospectus Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-269693 |
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| March 29, 2023 |
Issuer Free Writing Prospectus Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. |
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| March 29, 2023 |
Letter from Marcum LLP regarding change in certifying accountant Exhibit 16.1 March 28, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by U.S. GoldMining Inc. under the heading “Change in Auditor” in the Amendment No. 2 to Registration Statement on Form S-1 (file No. 333-269693) regarding our termination on November 29, 2022. We agree with the statements concerning our Firm in such |
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| March 3, 2023 |
Exhibit 4.2 COMMON STOCK PURCHASE WARRANT U.S. GOLDMINING INC. Warrant Shares: Initial Exercise Date: , 2023 cusip: isiN: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date here |
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| March 3, 2023 |
Letter from Marcum LLP regarding change in certifying accountant Exhibit 16.1 March 2, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by U.S. GoldMining Inc. under the heading “Change in Auditor” in the Amendment No. 1 to Registration Statement on Form S-1 (file No. 333-269693) regarding our termination on November 29, 2022. We agree with the statements concerning our Firm in such |
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| March 3, 2023 |
Form of Underwriting Agreement Exhibit 1.1 SHARES of Common Stock and Warrants of U.S. GOLDMINING INC. UNDERWRITING AGREEMENT , 2023 H.C. Wainwright & Co., LLC as the Representative of the several underwriters, if any, named in Schedule I hereto 430 Park Avenue, 3rd Floor New York, New York 10022 BMO Capital Markets Corp. 151 West 42nd Street New York, NY 10036 Laurentian Bank Securities Inc. 1360 Rene-Levesque Boulevard West, |
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| March 3, 2023 |
Form of Warrant Agency Agreement Exhibit 4.3 U.S. GoldMining Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of , 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2023 (“Agreement”), between U.S. GoldMining Inc., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”). W I T N E S |
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| March 3, 2023 |
As filed with the U.S. Securities and Exchange Commission on March 2, 2023 As filed with the U.S. Securities and Exchange Commission on March 2, 2023 Registration No. 333-269693 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 U.S. GOLDMINING INC. (Exact name of registrant as specified in its charter) Nevada 1040 37-1792147 (State or other jurisdiction of incorporat |
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| March 2, 2023 |
March 2, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Steve Lo Craig Arakawa George K. Schuler Michael Purcell Irene Barberena-Meissner Re: U.S. GoldMining Inc. Registration Statement on Form S-1 Filed February 10, 2023 File No. 333-269693 Ladies and Gentlemen: This letter is submitted on behalf of U.S. Gold |
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| February 27, 2023 |
Issuer Free Writing Prospectus Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. |
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| February 27, 2023 |
Issuer Free Writing Prospectus Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. |
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| February 27, 2023 |
Issuer Free Writing Prospectus Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-269693 |
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| February 10, 2023 |
Form of Warrant Agency Agreement Exhibit 4.3 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2023, is entered into by and between U.S. GoldMining Inc. a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”). WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, No: 333- ( |
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| February 10, 2023 |
Exhibit 4.2 COMMON STOCK PURCHASE WARRANT U.S. GOLDMINING INC. Warrant Shares: Initial Exercise Date: , 2023 cusip: isiN:1 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date her |
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| February 10, 2023 |
S-K 1300 Technical Report Summary, Initial Assessment for the Whistler Project Exhibit 96.1 S-K 1300 Technical Report Summary iNITIAL aSSESSMENT for THE Whistler Project South Central Alaska Centred at 6,872,000 N and 520,000 E (NAD 83) Submitted to: U.S. GoldMining Inc. 1830-1030 West Georgia St. Vancouver, B.C. V6E 2Y3, Canada Tel: 604.630.1000 Effective Date: 22 September 2022 Date of Issue: 23 September 2022 Revised Date of Issue: 16 December 2022 Submitted by: Moose Mou |
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| February 10, 2023 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) U.S. GOLDMINING INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee Fees to be pai |
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| February 10, 2023 |
As filed with the U.S. Securities and Exchange Commission on February 10, 2023 As filed with the U.S. Securities and Exchange Commission on February 10, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 U.S. GOLDMINING INC. (Exact name of registrant as specified in its charter) Nevada 1040 37-1792147 (State or other jurisdiction of incorporation or organization) |
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| February 10, 2023 |
Form of Indemnification Agreement for Directors and Officers Exhibit 10.5 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of September , 2022, by and between U.S. GoldMining Inc., a Nevada corporation (the “Company”), and (“Indemnitee”). WITNESSETH: WHEREAS, persons have become more reluctant to serve publicly traded corporations as directors, officers or in other capacities unless they are provided with adequate indem |
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| February 10, 2023 |
Form of Restricted Stock Award Agreement Exhibit 10.7 U.S. GOLDMINING INC. RESTRICTED STOCK AWARD AGREEMENT This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of September , 2022 between U.S. GoldMining Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and [●] (the “Awardee”) pursuant to the Company’s Equity Incentive Plan dated September 26, 2022 (the “Plan”). Capitalized terms used he |
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| February 10, 2023 |
Exhibit 3.3 BYLAWS OF U.S. GOLDMINING INC. A NEVADA CORPORATION (Effective as of September 8, 2022) TABLE OF CONTENTS PAGE Article I — CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II — MEETINGS OF STOCKHOLDERS 1 2.1 Places of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures 1 2.5 Notice of Stockholders’ Meetings 5 2.6 Quorum 5 2.7 Adjou |
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| February 10, 2023 |
Letter from Marcum LLP regarding change in certifying accountant Exhibit 16.1 February 10, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by U.S. GoldMining Inc. under the heading “Change in Auditor” in the Registration Statement on Form S-1 dated November 29, 2022. We agree with the statements concerning our Firm in such Form S-1; we are not in a position to agree or disagree with |
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| February 10, 2023 |
Exhibit 21.1 LIST OF SUBSIDIARIES OF U.S. GOLDMINING INC. Subsidiaries Jurisdiction U.S. GoldMining Canada Inc. British Columbia |
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| February 10, 2023 |
Exhibit 10.3 U. S. GOLDMINING INC. 2023 LONG-TERM INCENTIVE PLAN The U. S. Goldmining Inc. 2023 Long-Term Incentive Plan (the “Plan”) was adopted by the Board of Directors of U.S. Goldmining Inc., a Nevada corporation (the “Company”), effective as of February 6, 2023 (the “Effective Date”), subject to approval by the Company’s stockholders. Article 1. PURPOSE The purpose of the Plan is to attract |
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| February 10, 2023 |
Exhibit 10.6 U.S. GOLDMINING INC. (formerly BRI Alaska Corp.) September 23, 2022 VIA EMAIL ● U.S. GoldMining Inc. Suite 1830, 1030 West Georgia Street Vancouver, BC V6E 2Y3 Attention: Patrick Obara, Secretary and Treasurer Dear Sirs: Re: Share Exchange among U.S. GoldMining Inc., a company organized under the federal laws of Canada (“USGMI”), U.S. GoldMining Inc. (formerly BRI Alaska), a company o |
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| February 10, 2023 |
Amended and Restated Employment Agreement of Tim Smith, dated August 4, 2022 Exhibit 10.1 1830 - 1030 West Georgia Street Vancouver, B.C. V6E 2Y3 VIA E-MAIL August 4, 2022 Tim Smith 1300 Wynbrook Place Burnaby, BC V5A 3Y6 Dear Mr. Smith: Re: Amended and Restated Employment Agreement This amended and restated letter agreement (the “Agreement”) confirms and sets forth the agreement of the parties, pursuant to which GoldMining Inc. (the “Company”) will employ Tim Smith (the “ |
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| February 10, 2023 |
Exhibit 3.1 ARTICLES OF INCORPORATION OF U.S. gOLDMINING INC. Adopted in accordance with the provisions of Section 78.035 of the Nevada Revised Statues The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Nevada (parti |
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| February 10, 2023 |
Amendment No. 1 to Articles of Incorporation Exhibit 3.2 |
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| February 10, 2023 |
Exhibit 10.4 U. S. GOLDMINING INC. 2022 EQUITY INCENTIVE PLAN The U.S. GoldMining Inc. 2022 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors of U.S. GoldMining Inc., a Nevada corporation (the “Company”), effective as of September 26, 2022 (the “Effective Date”). Article 1. PURPOSE The purpose of the Plan is to attract and retain the services of key Employees, key Contractor |
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| February 10, 2023 |
February 10, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Steve Lo Craig Arakawa George K. Schuler Michael Purcell Loan Lauren Nguyen Re: U.S. GoldMining Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted December 23, 2022 CIK No. 0001947244 Ladies and Gentlemen: This letter is submit |
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| February 10, 2023 |
Specimen common stock certificate Exhibit 4.1 |
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| February 10, 2023 |
Waiver by Tim Smith in favor of GoldMining Inc. and U.S. GoldMining Inc., dated September 26, 2022 Exhibit 10.2 WAIVER TO: GOLDMINING INC. (“GMI”) AND TO: U.S. GOLDMINING INC. (“USGMI”) FROM: TIM SMITH RE: BRI Option Waiver Reference is made to the amended and restated executive employment agreement dated August 4, 2022 between Tim Smith (the “Executive”) and GMI (the “Amended and Restated Agreement”), amending and restating an executive employment agreement dated March 8, 2022. Capitalized ter |
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| December 23, 2022 |
DRS/A 1 filename1.htm As confidentially submitted with the U.S. Securities and Exchange Commission on December 22, 2022 This first amended draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR |
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| December 23, 2022 |
EX-96.1 2 filename2.htm Exhibit 96.1 S-K 1300 Technical Report Summary iNITIAL aSSESSMENT for THE Whistler Project South Central Alaska Centred at 6,872,000 N and 520,000 E (NAD 83) Submitted to: U.S. GoldMining Inc. 1830-1030 West Georgia St. Vancouver, B.C. V6E 2Y3, Canada Tel: 604.630.1000 Effective Date: 22 September 2022 Date of Issue: 23 September 2022 Revised Date of Issue: 16 December 2022 |
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| December 22, 2022 |
Direct Phone Number +1 212-659-4974 DRSLTR 1 filename1.htm Direct Phone Number +1 212-659-4974 [email protected] December 22, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Steve Lo Craig Arakawa George K. Schuler Michael Purcell Loan Lauren Nguyen Re: U.S. GoldMining Inc. Draft Registration Statement on Form S-1 Submitted November 4, |
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| November 4, 2022 |
Exhibit 3.2 |
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| November 4, 2022 |
DRS 1 filename1.htm As confidentially submitted with the U.S. Securities and Exchange Commission on November 3, 2022 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATIO |
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| November 4, 2022 |
U.S. GOLDMINING INC. (formerly BRI Alaska Corp.) EX-10.6 9 filename9.htm Exhibit 10.6 U.S. GOLDMINING INC. (formerly BRI Alaska Corp.) , 2022 VIA EMAIL [RESTRICTED SHARE RECIPIENT] [ADDRESS LINE 1] [ADDRESS LINE 2] U.S. GoldMining Inc. Suite 1830, 1030 West Georgia Street Vancouver, BC V6E Attention: Patrick Obara, Secretary and Treasurer Dear Sirs: Re: Share Exchange among U.S. GoldMining Inc., a company organized under the federal laws of Cana |
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| November 4, 2022 |
Exhibit 3.1 |
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| November 4, 2022 |
Exhibit 10.2 WAIVER TO: GOLDMINING INC. (“GMI”) AND TO: U.S. GOLDMINING INC. (“USGMI”) FROM: TIM SMITH RE: BRI Option Waiver Reference is made to the amended and restated executive employment agreement dated August 4, 2022 between Tim Smith (the “Executive”) and GMI (the “Amended and Restated Agreement”), amending and restating an executive employment agreement dated March 8, 2022. Capitalized ter |
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| November 4, 2022 |
U.S. GOLDMINING INC. RESTRICTED STOCK AWARD AGREEMENT EX-10.7 10 filename10.htm Exhibit 10.7 U.S. GOLDMINING INC. RESTRICTED STOCK AWARD AGREEMENT This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of September [●], 2022 between U.S. GoldMining Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and [●] (the “Awardee”) pursuant to the Company’s Equity Incentive Plan dated September [●], 2022 (the “Pla |
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| November 4, 2022 |
1830 - 1030 West Georgia Street Vancouver, B.C. V6E 2Y3 EX-10.1 5 filename5.htm Exhibit 10.1 1830 - 1030 West Georgia Street Vancouver, B.C. V6E 2Y3 VIA E-MAIL August 4, 2022 Tim Smith 1300 Wynbrook Place Burnaby, BC V5A 3Y6 Dear Mr. Smith: Re: Amended and Restated Employment Agreement This amended and restated letter agreement (the “Agreement”) confirms and sets forth the agreement of the parties, pursuant to which GoldMining Inc. (the “Company”) will |
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| November 4, 2022 |
Exhibit 21.1 List of Subsidiaries US GOLDMINING CANADA INC. British Columbia |
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| November 4, 2022 |
EX-96.1 12 filename12.htm Exhibit 96.1 S-K 1300 Technical Report Summary iNITIAL aSSESSMENT for THE Whistler Project South Central Alaska Centred at 6,872,000 N and 520,000 E (NAD 83) Submitted to: U.S. GoldMining Inc. 1830-1030 West Georgia St. Vancouver, B.C. V6E 2Y3, Canada Tel: 604.630.1000 Effective Date: 22 September 2022 Date of Issue: 23 September 2022 Submitted by: Moose Mountain Technica |
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| November 4, 2022 |
U. S. GOLDMINING INC. 2022 EQUITY INCENTIVE PLAN EX-10.4 7 filename7.htm Exhibit 10.4 U. S. GOLDMINING INC. 2022 EQUITY INCENTIVE PLAN The U.S. Goldmining Inc. 2022 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors of U.S. Goldmining Inc., a Nevada corporation (the “Company”), effective as of September 23, 2022 (the “Effective Date”). Article 1. PURPOSE The purpose of the Plan is to attract and retain the services of key E |
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| November 4, 2022 |
EX-10.5 8 filename8.htm Exhibit 10.5 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of September , 2022, by and between U.S. GoldMining Inc., a Nevada corporation (the “Company”), and (“Indemnitee”). WITNESSETH: WHEREAS, persons have become more reluctant to serve publicly traded corporations as directors, officers or in other capacities unless they are prov |
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| November 4, 2022 |
Exhibit 3.3 BYLAWS OF U.S. GOLDMINING INC. A NEVADA CORPORATION (Effective as of September 8, 2022) TABLE OF CONTENTS PAGE ARTICLE I — CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II — MEETINGS OF STOCKHOLDERS 1 2.1 Places of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures 1 2.5 Notice of Stockholders’ Meetings 4 2.6 Quorum 5 2.7 Adjou |
