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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): June 9, 2026
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 |
| Item
7.01 |
Regulation
FD Disclosure. |
On
June 9, 2026, U.S. GoldMining Inc. (the “Company”) issued a press release titled “U.S. GoldMining Provides Updates
on the 2026 Exploration Program and District Infrastructure Catalysts at its 100% Owned Whistler Project, 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 June 9, 2026 (furnished pursuant to Item 7.01 of Form 8-K) |
| 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:
June 9, 2026 |
U.S.
GOLDMINING Inc. |
| |
|
|
| |
By: |
/s/
Tim Smith |
| |
Name:
|
Tim
Smith |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1

U.S.
GoldMining Provides Updates on the 2026 Exploration Program and
District
Infrastructure Catalysts at its 100% Owned Whistler Project, Alaska
Anchorage,
Alaska – June 9, 2026 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”)
is pleased to provide an update on the 2026 planned exploration program (the “Program”) at its Whistler Gold-Copper Project
in Alaska (“Whistler” or the “Project”).
Highlights:
| ● | Camp
Opening and Drill Setup Underway: The Company has successfully mobilized all critical
equipment and consumables to the Project ahead of schedule. Crews are actively constructing
drill pads at high priority targets, with the drilling crew expected to mobilize to site
to commence drilling in the coming weeks. |
| | | |
| ● | Executing
the Growth Strategy: The Program will feature diamond core drilling focused on high-priority
targets within the Whistler – Raintree area (see Figure 1). The objective is to develop
a pipeline of discoveries that can underpin significant step-out growth opportunities for
the Project. |
| | | |
| ● | Building
on a Strong, Conservative Economic Foundation: The upcoming exploration strategy is designed
to build upon the recent Whistler initial assessment (“PEA”)1 (see
news release March 2, 2026). The PEA, which incorporates only the Indicated Resources from
the Whistler deposit, outlines an after-tax net present value at a 5% discount rate (“NPV5%”)
of $2.0 billion, a 33% internal rate of return (“IRR”), and initial payback of
2.1 years, at base case prices. |
| | | |
| ● | New
District-Scale Infrastructure Catalysts: The Company congratulates its neighbor
Terra Energy Center (“TEC”), on receiving $89M in federal funding from the U.S.
Department of Energy (“DOE”) to assess the viability for commissioning a new
1.25-gigawatt power plant with carbon capture and storage, located just 30 miles east of
Whistler. Along with Whistler, the TEC project represents another major resource development
project that underpins the business case for the State-proposed West Susitna Access Road.
TEC also offers a potential long-term, energy alternative for optimizing future Whistler
mining development studies. |
Tim
Smith, Chief Executive Officer of U.S. GoldMining commented: “We are pleased to report that our 2026 exploration program is
ahead of schedule and on budget. Drill site preparation is actively underway, and we look forward to turning the drills in the coming
weeks. Despite the recent volatility in global markets since the release of our Whistler PEA in early March, we remain highly confident
in our ability to build upon the Project’s already strong economic and resource fundamentals through active exploration and systematic
de-risking.
Furthermore,
we are seeing powerful macro and regional catalysts align for Whistler. Copper fundamentals remain exceptionally strong due to tightening
supply and structural deficits, with COMEX futures breaking record highs of $6.64/lb earlier this month – well above the $4.50/lb
base case prices used in our PEA. Regionally, the recent DOE grant awarded to the proposed neighboring Terra Energy Center is a significant
milestone for the district. In the short term, it greatly strengthens the business case for the West Susitna Access Road, and in the
longer term, it introduces a potential reliable energy source for Whistler.”
1
All references to dollar amounts are to United States dollars unless otherwise stated. Base-case prices used in the 2026 Whistler PEA
are $3,200 per ounce gold, $4.50 per pound copper, and $37.50 per ounce silver, based on long term market consensus prices as of February
2026.


Figure
1 The Whistler Project, containing three gold ± copper ± silver mineral systems: Whistler–Raintree contains the
currently delineated Whistler and Raintree deposits; Island Mountain contains the namesake gold deposit and several additional undrilled
targets; and Muddy Creek holds potential for discovery of an intrusive related gold system.

Whistler
PEA
For
further information, please see the technical report summary titled “Whistler Gold-Copper Project, S-K 1300 Technical Report Summary
and Initial Assessment with Economic Analysis, Alaska, United States of America” (the “S-K 1300 Report”) prepared under
subpart 1300 of Regulation S-K under the U.S. Securities act of 1933 (“S-K 1300”) and the Canadian National Instrument 43-101
(“NI 43-101”) technical report titled “Whistler Gold-Copper Project, NI 43-101 Technical Report and Preliminary Economic
Assessment”, each dated effective March 2, 2026. The S-K-1300 Report is available under the Company’s profile at www.sec.gov
and the NI 43-101 Report is available under its profile at www.sedarplus.ca.
Technical
Information
The
results of the PEA contained herein are preliminary in nature and are intended to provide an initial assessment of the Project’s
economic potential and development options of the Project. Among other things, the PEA, including its mine schedule, cost estimates and
economic assessment, includes numerous assumptions and there can be no certainty that this economic assessment may be realized.
Tim
Smith, P.Geo., Chief Executive Officer of the Company, has supervised the preparation of this news release and has reviewed the additional
scientific and technical information contained herein. Mr. Smith is a qualified person as defined under NI 43-101 and S-K 1300.
About
U.S. GoldMining Inc.
U.S.
GoldMining Inc. is an exploration and development company focused on advancing the 100% owned Whistler Gold-Copper Project, located 105
miles (170 kilometers) northwest of Anchorage, Alaska, U.S.A. The Whistler Project consists of several gold-copper porphyry deposits
and exploration targets within a large regional land package entirely on State of Alaska mining claims totaling approximately 53,700
acres (217.5 square kilometers).
For
further information regarding the Project, refer to previous technical disclosures available on the Company’s website and under
the Company’s respective profiles at www.sec.gov and www.sedarplus.ca.
Visit
www.usgoldmining.us for more information.
For
additional information, please contact:
U.S.
GoldMining Inc.
Alastair
Still, Chair
Tim
Smith, Chief Executive Officer
Telephone
Toll Free: 1-833-388-9788
Email:
info@usgoldmining.us

Forward-Looking
Statements
Except
for the statements of historical fact contained herein, the information presented in this news release constitutes “forward-looking
statements” within the meaning of the United States federal securities laws and “forward-looking information” within
the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Such statements include
statements with regard to the Company’s plans and expectations regarding the Project, the results of the PEA, expectations regarding
the Project and its future exploration and development potential, the anticipated benefits of governmental initiatives and proposed regional
infrastructure, and expectations regarding future exploration plans. Words such as “expects”, “anticipates”,
“plans”, estimates” and “intends” or similar expressions are intended to identify forward-looking statements.
Forward-looking statements are based on U.S. GoldMining’s current expectations and are subject to inherent uncertainties, risks
and assumptions that are difficult to predict and involve known and unknown risks, uncertainties and other factors, which may cause the
actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such risks and other factors include, among others, fluctuating commodity prices,
risks inherent with preliminary economic assessments and mineral resource estimation generally, economic risks, changing economic factors,
including those impacting estimated costs and expenditures and economic returns under the PEA, variations in the underlying assumptions
associated with the estimation or realization of mineral resources, the availability of capital to fund programs and future development
work, accidents, labor disputes and other risks of the mining industry including, without limitation, those associated with the environment,
delays in obtaining governmental approvals or permits, title disputes other risks inherent in the exploration and development of mineral
properties and the other risk factors set forth in the Company’s filings with the U.S. Securities and Exchange Commission at www.sec.gov
and Canadian Securities Administrators at www.sedarplus.ca. Although the Company has attempted to identify important factors that could
cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors
that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance
on forward-looking statements contained in this news release. Forward-looking statements contained in this news release are made as of
this date, and U.S. GoldMining does not undertake any duty to update such information except as required under applicable law.