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

Rhea-AI Filing Summary

U.S. GoldMining Inc. disclosed unaudited condensed consolidated interim financial statements and a management discussion and analysis covering the three and nine months ended August 31, 2025 and August 31, 2024. The documents include limited, preliminary financial information for the Company and were prepared to satisfy the parent company's reporting requirements.

The Company warns the figures are unaudited, were not prepared in U.S. GAAP format, and are subject to future adjustment because its quarter-end close for the fiscal quarter ended September 30, 2025 is not complete. As a result, actual quarterly results may materially differ from the preliminary figures and the disclosures are limited in scope and time period.

Positive

• Interim financials and MD&A disclosed for the three and nine months ended August 31, 2025
• Provides early transparency into company performance despite limited scope

Negative

• Financials are unaudited and were not prepared in accordance with U.S. GAAP
• Preliminary figures may materially change because the quarter‑end close for September 30, 2025 is incomplete

Insights

Financial Reporting Analyst

Unaudited interim figures are disclosed but flagged as preliminary and non‑GAAP.

The filing provides condensed interim statements and an MD&A for the three and nine months ended August 31, 2025 and August 31, 2024, which offers early visibility into operating trends while remaining unaudited.

Risks include future adjustments from the unfinished quarter‑end close for September 30, 2025 and the lack of U.S. GAAP auditing, which may cause material variance; expect finalized reconciliations when the quarter close and audit processes conclude in the near term.

Corporate Communications / Investor Relations

The company is following disclosure norms but cautions investors on data limitations.

Making the MD&A and interim statements available increases transparency for stakeholders by explaining assumptions and limited scope, which helps set expectations before final results are issued.

Watch for the completed quarter‑end close and any subsequent adjustments or reconciliations to those interim figures, which should appear in later Exchange Act reports and may affect investor perception in the coming reporting cycle.

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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): October 10, 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 October 10, 2025, GoldMining Inc. (“GoldMining”), the parent company of U.S. Goldmining Inc. (the “Company”), filed a Report of Foreign Private Issuer on Form 6-K with the U.S. Securities and Exchange Commission its unaudited condensed consolidated interim financial statements for the three and nine months ended August 31, 2025 and 2024 (the “Financial Statements”), and management’s discussion and analysis for the three and nine months ended August 31, 2025 (the “MD&A”). The Financial Statements and MD&A include certain unaudited financial information of the Company for the three and nine months ended August 31, 2025.

The foregoing descriptions of the Financial Statements and MD&A do not purport to be complete and are qualified in their entirety by the full text of the Financial Statements and MD&A, copies of which are attached hereto as Exhibits 99.1 and 99.2 and are 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.

Cautionary Statement Regarding the Financial Statements and MD&A

The Company cautions investors and potential investors not to place undue reliance upon the financial information of the Company contained in the Financial Statements and MD&A, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the Company’s securities. The Financial Statements and MD&A are limited in scope, cover a limited time period and have been prepared solely for the purpose of GoldMining’s reporting requirements. The Financial Statements and MD&A were not audited by independent accountants, were not prepared in accordance with generally accepted accounting principles in the United States and are subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the financial information of the Company disclosed in the Financial Statements and MD&A is complete. The Company has not yet completed its quarter-end financial close processes for the fiscal quarter ended September 30, 2025, as such the information contained in the Financial Statements and MD&A is based on financial information currently available to the Company, including certain assumptions and estimates by management, and should be considered preliminary. As such, the Company’s actual results for the quarterly period covered in part by the Financial Statements and MD&A may materially vary from the preliminary results presented in such documents. The Financial Statements and MD&A also contain information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Financial Statements and MD&A should not be viewed as indicative of future results.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Condensed consolidated interim financial statements of GoldMining Inc. for the three and nine months ended August 31, 2025 and 2024 (unaudited).
99.2		Management’s discussion and analysis of GoldMining Inc. for the three and nine months ended August 31, 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 10, 2025	U.S. GOLDMINING INC.
	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

FAQ

What did U.S. GoldMining (USGO) disclose for the periods ending August 31, 2025?

The Company furnished unaudited condensed consolidated interim financial statements and a management discussion and analysis for the three and nine months ended August 31, 2025 and August 31, 2024.

Are the interim financial statements for USGO audited or prepared in U.S. GAAP?

No. The statements are unaudited and were not prepared in accordance with U.S. GAAP; they are preliminary and subject to adjustment.

Why might USGO’s reported interim results change?

The Company has not completed its quarter‑end close for the fiscal quarter ended September 30, 2025, so the interim figures are based on available information and may materially vary from final results.

Were the interim disclosures intended to be 'filed' under the Exchange Act?

No. The Company states the furnished information, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act and is provided pursuant to the applicable instruction.

Should investors rely solely on these interim statements for investment decisions about USGO?

The Company cautions investors not to place undue reliance on these limited, preliminary financial statements when making investment decisions.