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

Rhea-AI Filing Summary

U.S. GoldMining Inc. (USGO) furnished a news release announcing advancements at its Whistler Gold-Copper Project in Alaska. The company attached the release as Exhibit 99.1.

The disclosure was made under Item 7.01 (Regulation FD) and is expressly stated as not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference unless specifically noted. The filing also lists the company’s securities on Nasdaq, including common stock (USGO) and warrants (USGOW) exercisable at $13.00 per share.

false 0001947244 0001947244 2025-11-13 2025-11-13 0001947244 USGO:CommonStockParValue0.001PerShareMember 2025-11-13 2025-11-13 0001947244 USGO:WarrantsEachWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf13.00Member 2025-11-13 2025-11-13 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): November 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 7.01 Regulation FD Disclosure.

On November 13, 2025, U.S. GoldMining Inc. (the “Company”) issued a news release announcing advancements in the Whistler Gold-Copper Project located 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 November 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: November 13, 2025	U.S. GOLDMINING Inc.
	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

FAQ

What did U.S. GoldMining (USGO) announce in this 8-K?

The company furnished a news release about advancements at the Whistler Gold-Copper Project in Alaska, attached as Exhibit 99.1.

Under which item was the USGO information provided?

It was furnished under Item 7.01 (Regulation FD).

Is the information in this 8-K considered 'filed' with the SEC?

No. The company states the information is not deemed “filed” under Section 18 of the Exchange Act.

What exhibit contains the news release for USGO?

Exhibit 99.1 contains the news release dated November 13, 2025.

Where are USGO securities listed and what are the symbols?

Common stock trades on Nasdaq as USGO; warrants trade as USGOW.

What is the exercise price of USGO warrants?

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