U.S. GoldMining (USGO) withdraws warrants from Nasdaq listing

Rhea-AI Filing Summary

U.S. GoldMining Inc. notified the Nasdaq Stock Market LLC of the removal of its warrants class from listing and registration under Section 12(b) via Form 25. The filing states the warrants are each exercisable for one share at an exercise price of $13.00 and that Nasdaq complied with 17 CFR 240.12d2-2 procedures.

Key Figures

Commission File Number: 333-269693 Security type: Warrants (each exercisable for one share) Exercise price: $13.00 +2 more

5 metrics

Commission File Number 333-269693 Form 25 cover

Security type Warrants (each exercisable for one share) Description of class of securities

Exercise price $13.00 Warrants exercise price

Rule citation 17 CFR 240.12d2-2 Nasdaq compliance statement

Exchange Nasdaq Stock Market LLC Exchange where securities were listed

Key Terms

Form 25, 17 CFR 240.12d2-2, warrants

3 terms

Form 25 regulatory

"FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

17 CFR 240.12d2-2 regulatory

"Pursuant to 17 CFR 240.12d2-2(b) the Exchange has complied"

A U.S. Securities and Exchange Commission rule that describes the conditions and procedural steps for a security to be removed from public registration or reporting under the Securities Exchange Act of 1934. For investors, it matters because it explains when a company’s shares can stop being subject to regular disclosure and exchange listing rules — similar to knowing when a publicly tracked product will be discontinued and no longer send updates, which affects transparency and liquidity.

warrants financial

"Warrants, each warrant exercisable for one share of Common Stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

UNITED STATES

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION
UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number

333-269693

Issuer:	U.S. GoldMining Inc.
Exchange:	Nasdaq Stock Market LLC

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

Address:	1188 West Georgia Street, Suite 1830
	Vancouver	BRITISH COLUMBIA, CANADA	V6E 4A2
Telephone number:					(604) 388-9788

(Address, including zip code, and telephone number, including area code, of Issuer's principal executive offices)

Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

17 CFR 240.12d2-2(a)(1)

17 CFR 240.12d2-2(a)(2)

17 CFR 240.12d2-2(a)(3)

17 CFR 240.12d2-2(a)(4)

Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange. ¹

Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements fo the Securities Exchange Act of 1934, Nasdaq Stock Market LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

2026-05-22	By	Jennifer Fainer		CDO Analyst
Date		Name		Title

¹ Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did U.S. GoldMining (USGO) file Form 25?

Form 25 was filed to notify Nasdaq of the removal of the class of warrants from listing and registration under Section 12(b). The filing cites compliance with the Exchange’s rules and 17 CFR 240.12d2-2 procedural requirements.

What type of security was removed from Nasdaq for USGO?

The filing states the removed class is warrants, each exercisable for one share of common stock. The document explicitly describes the class as warrants with an exercise feature tied to common shares.

What is the exercise price for the warrants mentioned in the Form 25?

The Form 25 discloses an exercise price of $13.00 per warrant. That price appears in the descriptive sentence identifying the class of securities being withdrawn from listing.

Does the Form 25 say Nasdaq followed required procedures?

Yes. The filing states Nasdaq Stock Market LLC complied with its rules for striking the class from listing and with 17 CFR 240.12d2-2 procedural requirements in connection with the withdrawal.

Who signed the Form 25 filing for Nasdaq?

The Form 25 shows the notification was signed on behalf of Nasdaq by Jennifer Fainer, identified as a CDO Analyst, certifying reasonable grounds to file the Form 25.