[8-K] U.S. GoldMining Inc. Reports Material Event

Rhea-AI Filing Summary

U.S. GoldMining Inc. (USGO) reported a corporate update via Form 8-K, noting it issued a news release about its recently completed exploration program at its 100% owned Whistler Gold-Copper Project in Alaska. The filing states the news release is furnished as Exhibit 99.1 and incorporated by reference. The company’s common stock trades on Nasdaq under USGO, and its warrants (each exercisable for one common share at an exercise price of $13.00) trade under USGOW.

false 0001947244 0001947244 2025-10-13 2025-10-13 0001947244 USGO:CommonStockParValue0.001PerShareMember 2025-10-13 2025-10-13 0001947244 USGO:WarrantsEachWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf13.00Member 2025-10-13 2025-10-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 13, 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 October 13, 2025, U.S. GoldMining Inc. (the “Company”) issued a news release announcing an update on the Company’s exploration program recently completed at its 100% owned Whistler Gold-Copper Project. 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 October 13, 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: October 14, 2025	U.S. GOLDMINING INC.
	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

FAQ

What did USGO announce in this 8-K?

The company issued a news release providing an update on its exploration program at the 100% owned Whistler Gold-Copper Project.

Which USGO project does the update involve?

The update pertains to the Whistler Gold-Copper Project, which the company owns 100%.

Where can I find the full USGO news release?

It is included as Exhibit 99.1 and incorporated by reference.

What are USGO’s Nasdaq trading symbols?

USGO for common stock and USGOW for warrants.

What is the exercise price of USGO’s listed warrants (USGOW)?

Each warrant is exercisable for one share of common stock at an exercise price of $13.00.