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U.S. GoldMining Inc. (USGO) SEC Filings

USGO NASDAQ

U.S. GoldMining Inc.'s filings document a Nevada mineral exploration company with common stock and warrants traded on Nasdaq and a primary focus on the Whistler Gold-Copper Project in Alaska. Form 8-K reports furnish exploration news, S-K 1300 and NI 43-101 technical-report disclosures, and unaudited financial information included in GoldMining Inc. parent-company materials.

Other filings cover warrant agency agreement amendments, warrant term and trading disclosures for USGOW, annual meeting proxy matters, director elections, auditor ratification, exhibit consents from qualified persons, and routine public-company reporting items such as Regulation FD exhibits, governance and capital-structure records.

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U.S. GoldMining Inc. reported preliminary, unaudited financial information in its parent GoldMining Inc.’s interim statements for the three and nine months ended August 31, 2026. U.S. GoldMining recorded net losses of C$10.827 million for the three months and C$15.590 million for the nine months, compared with C$2.139 million and C$2.382 million, respectively, in 2025. Nine-month operating cash use was C$13.574 million, versus C$5.470 million.

U.S. GoldMining closed a registered direct offering on June 29, 2026, selling 522,876 shares at US$7.65 per share for approximately C$5.5 million (US$4.0 million) in gross proceeds. It also sold 151,658 shares through its at-the-market program during the nine months, for C$2.18 million (US$1.57 million) in gross proceeds. Cash and cash equivalents were C$5.763 million as of August 31, 2026.

These figures are unaudited, were not prepared under U.S. GAAP, and are limited in scope. The company had not completed its quarter-end close for the fiscal quarter ended September 30, 2026; the August-period information is preliminary, and actual results may materially vary.

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U.S. GoldMining Inc. (USGO) completed a 2026 surface exploration program at its 100%-owned Whistler Gold-Copper Project in Alaska. Mapping, prospecting and sampling covered the Whistler Orbit, Island Mountain and Muddy Creek; the company reported new outcrop zones and expanded mapped quartz-vein zones.

The program collected 58 rock grab samples for gold, copper and multi-element assays, with results pending, plus 12 geochronological samples and 68 samples for hyperspectral analysis. Separately, recent drilling totaled 7,493 meters across 10 Whistler Orbit targets. The existing resource estimate is 5.41 Moz AuEq indicated and 4.97 Moz AuEq inferred; mineral resources are not mineral reserves and do not have demonstrated economic viability. The company said follow-up work will be assessed as assay results are received.

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U.S. GoldMining Inc. (USGO) reported completion of its 2026 exploration drill program at the 100% owned Whistler Gold-Copper Project in Alaska. The program totaled 7,493 meters in 17 core drill holes across 10 high-priority target areas within the Whistler Orbit, aimed at delineating new gold-copper porphyry intrusions and extending known mineral systems.

The Whistler Project covers approximately 53,700 acres and hosts estimated mineral resources of 5.41 Moz AuEq indicated and 4.97 Moz AuEq inferred across the Whistler, Raintree West and Island Mountain deposits. A March 2026 initial assessment and PEA modeled an after-tax NPV5% of US$2.04 billion, an IRR of 33.0%, and an estimated payback of 2.1 years, based only on indicated resources from the Whistler deposit. Core logging and sampling are well advanced, and the company expects initial assay results, including from regional mapping and prospecting, in the coming weeks and through the end of 2026, subject to laboratory turnaround times.

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U.S. GoldMining Inc. (USGO) reports that Chief Financial Officer Tyler Michael Wong exercised previously granted awards so that on June 16, 2026, 250 Restricted Stock Units converted into 250 shares of Common Stock at no cash cost. Following this, he held 500 Restricted Stock Units and 1,500 Common shares directly. The amendment also corrects the original report to show the proper grant date of December 16, 2025, for an award of 1,000 Restricted Stock Units, which vest in four equal 25% installments every three months over one year from that grant date. No Rule 10b5-1 trading plan is reported for these transactions.

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U.S. GoldMining Inc. (USGO) reports that Chief Financial Officer Tyler Michael Wong exercised 250 Restricted Stock Units into 250 shares of common stock on March 16, 2026, leaving 750 Restricted Stock Units and 1,250 common shares held directly afterward. The amendment corrects the Grant Date for this RSU award to December 16, 2025. The 1,000-unit grant vests in four equal 25% installments at 3, 6, 9, and 12 months from the Grant Date.

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U.S. GoldMining Inc. (USGO) reports that Chief Financial Officer Tyler Michael Wong exercised 250 Restricted Stock Units on September 16, 2026, receiving 250 shares of Common Stock. This derivative exercise left him holding 1,750 Common Shares directly and 250 Restricted Stock Units. No Rule 10b5-1 trading plan is reported.

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U.S. GoldMining Inc. (USGO) reports that Chief Executive Officer Timothy Robert Smith exercised previously granted equity on September 16, 2026. 625 Restricted Stock Units converted into 625 shares of common stock, and his directly held common stock position increased to 57,875 shares. These units are part of a 2,500-unit grant from December 16, 2025 that vests in four equal installments.

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U.S. GoldMining Inc. (USGO) director Sherlock Ross Lawrence exercised previously granted equity awards, converting Restricted Stock Units into common shares. On September 16, 2026, 250 Restricted Stock Units were settled for 250 shares of common stock, increasing his directly held common shares to 1,750 and reducing his Restricted Stock Unit balance to 250.

The equity awards stem from a grant of 1,000 Restricted Stock Units made on December 16, 2025, which vest in four equal 25% installments over 12 months from the grant date. No transactions in this filing are stated as being made under a Rule 10b5-1 trading plan.

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U.S. GoldMining Inc. (USGO) director Lisa Jean Wade reported the vesting and exercise of 250 Restricted Stock Units into 250 shares of Common Stock on September 16, 2026. The new common shares are held directly, bringing her reported direct common share holdings to 1,750 shares. No Rule 10b5-1 trading plan is reported.

The 250 RSUs exercised represent one-quarter of a 1,000-RSU grant awarded on December 16, 2025, which vests in four equal 25% installments over 12 months from the grant date.

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U.S. GoldMining Inc. (USGO) director Laura Schmidt reported the exercise of 250 Restricted Stock Units on September 16, 2026, which settled into 250 shares of common stock. After this settlement, she directly held 2,133 shares of common stock and 250 Restricted Stock Units, and no transactions are reported under a Rule 10b5-1 trading plan.

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FAQ

How many U.S. GoldMining (USGO) SEC filings are available on StockTitan?

StockTitan tracks 104 SEC filings for U.S. GoldMining (USGO), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for U.S. GoldMining (USGO)?

The most recent SEC filing for U.S. GoldMining (USGO) was filed on October 14, 2026.