U.S. GoldMining (NASDAQ: USGO) details Whistler gold-copper exploration progress

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

U.S. GoldMining Inc. reported in a current report that it has issued a news release about exploration activities at its 100% owned Whistler Gold-Copper Project in Alaska for the 2025 field season. The company states that exploration is well underway at this project.

The news release, dated August 27, 2025, is attached as Exhibit 99.1 and is incorporated by reference. The company is furnishing this information under a provision that means it is not treated as formally filed for liability purposes under the Exchange Act, and it will only be incorporated into other filings if specifically referenced.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

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 →

08/27/2025 - 07:30 AM

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 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 7.01

Regulation FD Disclosure.

On August 17, 2025, U.S. GoldMining Inc. (the “Company”) issued a news release announcing it is well underway with exploration at its 100% oned Whistler Gold-Copper Project for the 2025 field season in Alaska. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		News Release, dated August 27, 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: August 27, 2025	U.S. GOLDMINING Inc.

	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did U.S. GoldMining Inc. (USGO) disclose in this 8-K filing?

U.S. GoldMining Inc. disclosed that it issued a news release announcing that exploration is well underway at its 100% owned Whistler Gold-Copper Project in Alaska for the 2025 field season.

Which project is highlighted in U.S. GoldMining Inc.'s (USGO) latest 8-K?

The filing highlights the Whistler Gold-Copper Project in Alaska, which the company describes as 100% owned and currently being explored for the 2025 field season.

How is the exploration status at U.S. GoldMining Inc.'s Whistler project described?

The company describes exploration at the Whistler Gold-Copper Project as "well underway" for the 2025 field season.

Where can investors find the detailed news release referenced in U.S. GoldMining Inc.'s 8-K?

The detailed news release is attached as Exhibit 99.1 to the 8-K and is incorporated by reference in the report.

Is the exploration update in U.S. GoldMining Inc.'s 8-K considered filed information?

The company states that the information in Item 7.01, including Exhibit 99.1, is being furnished and is not deemed "filed" for purposes of Section 18 of the Exchange Act.

What securities of U.S. GoldMining Inc. are listed on Nasdaq?

The filing lists U.S. GoldMining Inc.'s common stock, par value $0.001 per share, trading under the symbol USGO, and warrants, each exercisable for one share of common stock at an exercise price of $13.00, trading under the symbol USGOW.