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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): April 22, 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 |
| Warrants,
each warrant exercisable for one share of Common Stock at an exercise price of $13.00 |
|
USGOW |
|
The
Nasdaq Stock Market LLC |
Item 1.01 Entry into a Material Definitive Agreement.
On
April 23, 2026, U.S. GoldMining Inc. (the “Company”) entered into an amendment (the “Amendment”)
with Continental (as defined below) to the Warrant Agency Agreement (the “Agency Agreement”), dated as of March
9, 2023, by and between the Continental Stock Transfer & Trust Company, as warrant agent ( “Continental”
), in connection with the Company’s initial public offering of units, each consisting of (i) one share of common stock, par value
$0.001 per share (the “Common Stock”), and (ii) one warrant (each, a “Warrant”) to
purchase one share of Common Stock, at an exercise price of $13.00 per share and expiring on April 24, 2026 (the “Termination
Date”).
Pursuant
to the terms of the Amendment, the Company may, in its sole discretion, extend the duration of the Warrants by delaying the Termination
Date. All other terms of the Agency Agreement remain unchanged.
The
description of the terms of the Amendment above does not purport to be complete and are qualified in its entirety by reference to the
Amendment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On
April 22, 2026, following the effective date of the Amendment, the Board of Directors of the Company approved the extension of the term
of the Warrants from April 24, 2026, to May 1, 2026. The Warrants shall continue trading on the Nasdaq Capital Market under the symbol
“USGOW” until May 1, 2026, and may be exercised until such date. All other terms of the Warrants remain unchanged. Continental
shall remain as warrant agent with respect to the Warrants pursuant to the terms of the Agency Agreement, as amended by the Amendment.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Amendment
to Warrant Agency Agreement, dated as of April 23, 2026, by and between U.S. GoldMining Inc. and Continental Stock Transfer
& Trust Company, as warrant agent. |
| 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:
April 23, 2026 |
U.S.
GOLDMINING Inc. |
| |
|
|
| |
By: |
/s/
Tim Smith |
| |
Name:
|
Tim
Smith |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Amendment
Agreement
This
Amendment Agreement (this “Amendment”), dated as of April 23, 2026, is by and between U.S. GoldMining Inc.,
a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant
Agent”).
WITNESSETH
Whereas,
the Company and the Warrant Agent are party to that certain Warrant Agency Agreement, dated as of March 9, 2023 (the “Agency
Agreement”), pursuant to which the Warrant Agent agreed to serve as the warrant agent in connection with the Company’s
initial public offering of an aggregate of 2,000,000 units (each a “Unit” and collectively, the “Units”),
with each Unit consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”)
and one warrant to purchase one share of Common Stock (each a “Warrant” and collectively, the “Warrants”),
pursuant to an effective registration statement, as amended on Form S-1 (File No. 333-269693);
WHEREAS,
pursuant to Section 20(a) of the Agency Agreement, the Company and the Warrant Agent may from time to time supplement or amend the Agency
Agreement without the approval of any holders of Warrants, to
make any provisions with regard to matters or questions arising thereunder which the Company and the Warrant Agent may deem necessary
or desirable and which shall not adversely affect the interests of the holders of the Warrants in any material respect;
Whereas,
the Company and the Warrant Agent desire to amend certain provisions of the Agency Agreement as set forth herein;
Now,
therefore, in consideration of the premises and
mutual covenants and obligations hereinafter set forth, the parties hereto, intending legally to be bound, hereby agree as follows:
| (i) | Section
7(a) of the Agency Agreement is hereby amended and restated in its entirety as follows (emphasis
added): |
“(a)
The Warrants shall be exercisable commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall terminate
and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Termination
Date; provided, that, the Company, in its sole discretion, may extend the duration of the Warrants by delaying the Termination Date.
Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon providing
the items required by Section 7(c) below to the Warrant Agent at the principal office of the Warrant Agent or to the office of one of
its agents as may be designated by the Warrant Agent from time to time. In the case of the Holder of a Global Warrant, the Holder shall
deliver the executed Exercise Notice and payment of the Exercise Price pursuant to Section 2(a) of the Warrant. Notwithstanding any other
provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry
form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering
to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the
procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges
that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name
and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit
of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise
Price.”
| 2. | Counterparts;
Facsimile Execution. This Amendment may be executed in one or more counterparts (including
by electronic mail, in PDF or by DocuSign or similar electronic signature), all of which
shall be considered one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other parties.
Counterparts may be delivered via facsimile, electronic mail (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes. |
| 3. | Governing
Law. THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS
REGARDING GOVERNING LAW SET FORTH IN SECTION 23 OF THE AGENCY AGREEMENT, AND SUCH PROVISIONS
ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. |
| 4. | Terms
and Conditions of the Agency Agreement; Warrants. Except as modified and amended herein,
all of the terms and conditions of the Agency Agreement and the Warrants shall remain in
full force and effect. |
[Signature
pages follow immediately.]
[Signature
Page to Amendment]
In
witness whereof, the undersigned has executed and delivered
this Amendment Agreement as of the date first above written.
| |
Company: |
| |
|
|
| |
U.S. GoldMining Inc. |
| |
|
|
| |
By: |
/s/
Tim Smith |
| |
Name:
|
Tim
Smith |
| |
Title:
|
Chief
Executive Officer |
| |
|
|
| |
Warrant Agent: |
| |
|
|
| |
CONTINENTAL STOCK TRANSFER & TRUST COMPANY |
| |
|
|
| |
By: |
/s/
Steven Vacante |
| |
Name: |
Steven
Vacante |
| |
Title:
|
Vice
President |
