Barry Olson becomes Special Advisor to U.S. GoldMining (USGO)

Rhea-AI Filing Summary

U.S. GoldMining Inc. announced that Barry Olson has been appointed as a Special Advisor to the company, effective September 1, 2025. This new advisory role is intended to support the company’s leadership team and strategy without changing its existing board or executive officer structure as described here. The company’s common stock, with a par value of $0.001 per share, trades on Nasdaq under the symbol USGO, and its warrants, each exercisable for one share of common stock at an exercise price of $13.00, trade under the symbol USGOW.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 File Number)		(IRS Employer Identification No.)

1188 West Georgia Street, Suite 1830

Vancouver, BC, Canada, V6E 4A2

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (604) 388-9788

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		USGO		The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00		USGOW		The Nasdaq Stock Market LLC

Item 8.01 Other Events.

On September 3, 2025, U.S. GoldMining Inc. (the “Company”) issued a news release announcing the appointment of Barry Olson as a Special Advisor to the Company effective September 1, 2025. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		News Release, dated September 3, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 3, 2025	U.S. GOLDMINING Inc.
	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

FAQ

What did U.S. GoldMining Inc. (USGO) announce on September 3, 2025?

U.S. GoldMining Inc. announced the appointment of Barry Olson as a Special Advisor to the company, effective September 1, 2025.

What is Barry Olson’s role at U.S. GoldMining Inc. (USGO)?

Barry Olson has been appointed as a Special Advisor to U.S. GoldMining Inc., providing advisory support to the company’s leadership team.

When is Barry Olson’s appointment as Special Advisor effective at U.S. GoldMining (USGO)?

Barry Olson’s appointment as Special Advisor is effective as of September 1, 2025.

On which exchange does U.S. GoldMining Inc. (USGO) trade its common stock and warrants?

U.S. GoldMining Inc.’s common stock trades on The Nasdaq Stock Market LLC under the symbol USGO, and its warrants trade under the symbol USGOW.

What is the exercise price of U.S. GoldMining Inc. (USGO) warrants?

Each warrant of U.S. GoldMining Inc. is exercisable for one share of common stock at an exercise price of $13.00 per share.

Where is U.S. GoldMining Inc. headquartered?

U.S. GoldMining Inc. is headquartered at 1188 West Georgia Street, Suite 1830, Vancouver, BC, Canada, V6E 4A2.