U.S. GoldMining (NASDAQ: USGO) launches 2026 Whistler drilling program

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

U.S. GoldMining Inc. has begun its 2026 drilling program at the 100% owned Whistler Gold-Copper Project in Alaska, moving from planning into active field work. One drill is already operating on high-priority “Whistler Orbit” targets and a second rig is on the way.

The fully funded 2026 program is planned to drill a minimum of 6,000 meters across 8 to 10 top-ranked targets within a 7.5 km by 4.5 km porphyry cluster. Management expects to release the first batches of assay results by the end of the third quarter, subject to laboratory turnaround times.

The program is designed to build on the recent Whistler preliminary economic assessment, which outlined an after-tax NPV5% of $2.0 billion, a 33% internal rate of return and a 2.1-year initial payback period at base-case metal prices.

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.

Key Figures

After-tax NPV5%: $2.0 billion Internal Rate of Return: 33% Initial Payback Period: 2.1 years +5 more

8 metrics

After-tax NPV5% $2.0 billion Whistler preliminary economic assessment base case

Internal Rate of Return 33% Whistler PEA base case IRR

Initial Payback Period 2.1 years Conceptual payback from Whistler PEA

Gold price assumption $3,200 per ounce Base-case gold price in 2026 Whistler PEA

Copper price assumption $4.50 per pound Base-case copper price in 2026 Whistler PEA

Silver price assumption $37.50 per ounce Base-case silver price in 2026 Whistler PEA

Planned drilling length 6,000 meters Minimum 2026 Whistler drilling program

Project land package 53,700 acres (217.5 sq km) Total Whistler Gold-Copper Project area

Key Terms

preliminary economic assessment, NPV5%, internal rate of return, porphyry cluster, +2 more

6 terms

preliminary economic assessment financial

"designed to build upon the recent Whistler initial economic assessment (“PEA”)"

A preliminary economic assessment is an initial analysis that estimates the potential profitability and feasibility of a project or resource, such as a new mineral deposit or development venture. It provides a rough idea of costs, benefits, and risks, helping investors decide whether to pursue more detailed studies. This early evaluation is important because it offers a snapshot of whether the project is worth further investment and development.

NPV5% financial

"conceptually modeled an after-tax net present value at a 5% discount rate (“NPV5%”) of $2.0 billion"

Net present value at a 5% discount rate (NPV 5%) measures the current worth of a sequence of expected future cash flows after shrinking them by 5% per year, like comparing getting money now versus in the future with a 5% annual “cost” for waiting. Investors use NPV 5% to judge whether an investment or project creates value: a positive number suggests the returns exceed that 5% benchmark, while a negative number implies the money would be better used elsewhere.

internal rate of return financial

"a 33% internal rate of return (“IRR”) and initial payback of 2.1 years"

A percentage that represents the annualized yield an investment would earn, taking into account the timing and amount of all cash inflows and outflows; mathematically it is the rate that makes the discounted sum of future cash flows equal the initial cost. Investors use it to compare different projects or deals the way they compare interest rates — a higher internal rate of return suggests a stronger potential payoff, but it does not by itself show risk, scale, or timing nuances.

porphyry cluster technical

"The Whistler Orbit represents a classic ‘porphyry cluster’ spanning a 7.5 km by 4.5 km area"

NI 43-101 regulatory

"the Canadian National Instrument 43-101 (“NI 43-101”) technical report titled “Whistler Gold-Copper Project"

A Canadian regulatory standard that sets the rules for how mining and exploration companies must report mineral resources and reserves, requiring technical reports prepared or signed off by an independent, certified expert. It matters to investors because it creates a consistent, transparent “inspection report” for mining projects, making it easier to compare prospects, judge the reliability of claims, and assess geological and financial risk before investing.

S-K 1300 regulatory

"prepared under subpart 1300 of Regulation S-K under the U.S. Securities act of 1933 (“S-K 1300”)"

Regulation S-K Item 1300 is a U.S. securities disclosure rule that requires public companies to report how they manage cybersecurity risks and to promptly disclose material cyber incidents. Think of it as a requirement to tell investors both the company’s “cyber health” plan and any major break-ins, similar to a homeowner explaining their alarm system and alerting neighbors after a burglary. This helps investors assess operational risk and potential financial or reputational impact.

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Available on EDGAR 07/06/2026 - 06:45 AM Accepted by SEC EDGAR 07/06/2026 - 06:45 AM

FAQ

What did U.S. GoldMining (USGO) announce about the Whistler Project?

U.S. GoldMining announced it has started its 2026 drilling program at the 100% owned Whistler Gold-Copper Project in Alaska. The campaign focuses on high-priority “Whistler Orbit” exploration targets and marks a shift from planning to active field drilling during 2026.

How large is U.S. GoldMining’s 2026 drilling program at Whistler?

The 2026 program is fully funded to drill at least 6,000 meters of core at the Whistler Orbit. The company plans to test the highest-ranked 8 to 10 exploration targets within a 7.5 km by 4.5 km porphyry cluster around the main Whistler deposit.

When does U.S. GoldMining expect assay results from the 2026 drilling?

The company anticipates first assay batches by the end of the third quarter, subject to laboratory turnaround times. On-site core logging and cutting facilities are operational, supporting a steady flow of samples to labs and enabling staged news flow as results become available.

What are the key economics from the Whistler PEA cited by U.S. GoldMining?

The Whistler preliminary economic assessment outlined an after-tax NPV5% of $2.0 billion, a 33% internal rate of return and an initial payback of 2.1 years. These figures are based on indicated resources from the Whistler deposit and specified base-case metal prices.

What metal price assumptions underpin U.S. GoldMining’s Whistler PEA?

The Whistler PEA uses base-case prices of $3,200/oz gold, $4.50/lb copper and $37.50/oz silver. These assumptions are based on long-term market consensus as of February 2026 and are used to derive the project’s NPV, IRR and payback metrics.

How big is the Whistler Gold-Copper Project land package?

The Whistler Project covers about 53,700 acres, or 217.5 square kilometers, on State of Alaska mining claims. It hosts several gold-copper porphyry deposits and numerous exploration targets, including the Whistler–Raintree (Whistler Orbit), Island Mountain and Muddy Creek areas.

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): July 6, 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 July 6, 2026, U.S. GoldMining Inc. (the “Company”) issued a press release titled “U.S. GoldMining Commences 2026 Drilling Program to Test High-Priority Exploration Targets at its 100% Owned Whistler Gold-Copper 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 July 6, 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: July 6, 2026	U.S. GOLDMINING Inc.

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

Exhibit 99.1

U.S. GoldMining Commences 2026 Drilling Program to Test High-Priority

Exploration Targets at its 100% Owned Whistler Gold-Copper Project, Alaska

Anchorage, Alaska – July 6, 2026 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce that it has commenced drilling as part of the previously announced 2026 exploration program (the “Program”) at its 100% owned Whistler Gold-Copper Project in Alaska (“Whistler” or the “Project”).

Highlights:

	●	One Drill Turning at Whistler Orbit, Second Drill En Route: The Program has safely and successfully ramped up, with the first drill activated ahead of schedule (See Figure 1). The Company is actively drilling the high-priority Whistler Orbit targets (see Figure 2). As porphyry systems typically occur in clusters, testing these near-deposit anomalies offers higher probability opportunities to discover potential new porphyry centers.

	●	Systematically Testing a District-Scale Porphyry Cluster: The Whistler Orbit represents a classic ‘porphyry cluster’ spanning a 7.5 km by 4.5 km area. The technical team has systematically delineated over 25 individual exploration targets by stacking multiple lines of evidence, including geological mapping, geophysical surveying and geochemical vectors, to prioritize the highest-ranked targets to drill test in 2026.

	●	Transitioning to Active Discovery: The start of drilling propels the Company into a catalyst-rich phase, designed to build upon the recent Whistler initial economic assessment (“PEA”)¹. The PEA, which conservatively incorporates only the indicated resources from the Whistler deposit, one of three deposits with stated mineral resource estimates on the property, conceptually modeled 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.

	●	Assay Timeline: On-site core logging and cutting facilities are fully operational. The Company anticipates releasing the first batches of assay results by the end of the third quarter, subject to laboratory turnaround times.

Tim Smith, Chief Executive Officer of U.S. GoldMining commented: “Achieving active drilling at the Whistler Orbit targets is an exciting milestone for our team and our stakeholders. With the recent release of the PEA, our focus now shifts to seeking to unlocking the large upside exploration potential of the district.

Geologically, gold-copper porphyries frequently occur in groups or ‘clusters’. By targeting the Whistler Orbit right out of the gate, we are aggressively hunting for the next major porphyry center potentially situated right next door to our primary Whistler deposit. The 2026 Program is fully funded to drill a minimum of 6,000 meters of core to test the highest ranked 8 to 10 targets within the Whistler Orbit. We have safely executed our mobilization ahead of schedule, our camp is fully active and we look forward to providing the market with updates and assay results as we advance the program.”

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. Please refer to the technical report titled “Whistler Gold-Copper Project, S-K 1300 Technical Report Summary and Initial Assessment with Economic Analysis, Alaska, United States of America”, dated effective March 2, 2026, which is available under the Company’s profile at www.sec.gov

Figure 1 Rig 1 at Whistler located over the Raintree North target area.

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 Program, 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.

Figure 2 Left: Orthogonal view 3D magnetic inversion modelling of the Whistler Orbit, calibrated on the Whistler Deposit, highlights numerous additional potential diorite porphyry intrusions (outlined with blue dashed linework). High priority prospect areas are delineated by a combination of geological mapping, geophysical surveying, and geochemical vectors, to prioritize the highest-ranked targets to drill test in 2026. Right: The district-scale Whistler Gold-Copper Project, containing three gold ± copper ± silver mineral systems: Whistler–Raintree, also referred to as ‘Whistler Orbit’, 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.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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