What registration statement covers U.S. GoldMining’s new share issuance?

The new shares are being issued under an effective shelf registration statement on Form S-3, File No. 333-279435. This registration was filed with the SEC on May 15, 2024 and declared effective on May 28, 2024, with a related prospectus supplement dated June 26, 2026.

U.S. GoldMining prices $4M stock offering

U.S. GoldMining Inc. entered into a securities purchase agreement with an institutional investor for a registered direct offering of 522,876 common shares at $7.65 per share.

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Form Type

8-K

Rhea-AI Filing Summary

U.S. GoldMining Inc. entered into a securities purchase agreement with an institutional investor for a registered direct offering of 522,876 common shares at $7.65 per share. This is expected to generate approximately $4.0 million in gross proceeds for the company.

The shares are being issued off an effective Form S-3 shelf registration, with a prospectus supplement dated June 26, 2026. The closing is expected on June 29, 2026, subject to customary closing conditions, and the company plans to use the net proceeds for working capital and general corporate purposes.

Insights

U.S. GoldMining raises $4.0M in a small registered direct equity sale.

U.S. GoldMining Inc. is issuing 522,876 common shares at $7.65 per share in a registered direct offering to a single institutional investor, raising gross proceeds of about $4.0 million. The transaction uses the company’s existing Form S-3 shelf registration.

The company states it plans to allocate net proceeds to working capital and general corporate purposes, which typically means funding ongoing operations and corporate needs. The closing, expected on June 29, 2026, is subject to customary closing conditions, so actual receipt of funds depends on those conditions being met.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares offered: 522,876 shares Offering price: $7.65 per share Gross proceeds: $4.0 million +3 more

6 metrics

Shares offered 522,876 shares Registered direct offering agreed June 26, 2026

Offering price $7.65 per share Purchase price for common stock in offering

Gross proceeds $4.0 million Expected gross proceeds before expenses

Shelf registration file number 333-279435 Form S-3 used for this offering

Prospectus supplement date June 26, 2026 Prospectus supplement for the offering

Expected closing date June 29, 2026 Planned closing, subject to customary conditions

Key Terms

registered direct offering, shelf registration statement, prospectus supplement, working capital, +1 more

5 terms

registered direct offering financial

"the Company agreed to issue and sell in a registered direct offering (the “Offering”) 522,876 shares"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form S-3 (File No. 333-279435)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"and related base prospectus and a prospectus supplement dated June 26, 2026, thereunder"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

working capital financial

"use the net proceeds from the Offering for working capital and general corporate purposes"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

customary closing conditions financial

"The Offering is expected to close on June 29, 2026, subject to the satisfaction of customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

U.S. GoldMining announced a registered direct offering of 522,876 common shares at $7.65 per share. The deal with an institutional investor is expected to generate approximately $4.0 million in gross proceeds for the company before offering expenses.

How much capital will U.S. GoldMining (USGO) raise from this offering?

The company expects to raise approximately $4.0 million in gross proceeds from selling 522,876 shares. This figure is before deducting offering expenses, so net proceeds will be lower after fees and other transaction-related costs are paid.

At what price is U.S. GoldMining (USGO) selling the new shares?

The shares are being sold at a purchase price of $7.65 per share. This fixed price applies to all 522,876 shares in the registered direct offering agreed with the institutional investor on June 26, 2026.

How will U.S. GoldMining (USGO) use the net proceeds from the offering?

U.S. GoldMining plans to use the net proceeds for working capital and general corporate purposes. This typically includes funding ongoing operations, project costs, and other corporate needs rather than a specified acquisition or targeted project.

When is the U.S. GoldMining (USGO) offering expected to close?

The offering is expected to close on June 29, 2026, subject to customary closing conditions. These conditions are standard for such transactions and must be satisfied before the company receives the offering proceeds from the institutional investor.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/29/2026 - 06:08 AM EDT

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 26, 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 1.01

Entry Into a Material Definitive Agreement.

On June 26, 2026, U.S. GoldMining Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Offering”) 522,876 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, at a purchase price of $7.65 per share. The gross proceeds to the Company from the Offering are expected to be approximately $4.0 million before deducting offering expenses payable by the Company.

The Shares will be offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-279435) which was filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2024, and declared effective by the SEC on May 28, 2024, and related base prospectus and a prospectus supplement dated June 26, 2026, thereunder.

The Offering is expected to close on June 29, 2026, subject to the satisfaction of customary closing conditions. The Company currently plans to use the net proceeds from the Offering for working capital and general corporate purposes.

The Purchase Agreement includes customary representations, warranties and covenants by the Company and the Investor. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. Additionally, the Company has agreed to provide the Investor with customary indemnification under the Purchase Agreement.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on form 8-K and is incorporated by reference herein.

The legal opinion and consent of Haynes and Boone, LLP relating to the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description

5.1		Opinion of Haynes and Boone, LLP
10.1		Form of Securities Purchase Agreement, dated June 26, 2026, by and among the Company and the investor signatory thereto.
23.1		Consent of Haynes and Boone, LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File - the cover page XBRL tags are 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 29, 2026	U.S. GOLDMINING INC.

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

EX-10.1 EX-10.1 203.2 KB

U.S. GoldMining prices $4M stock offering

Rhea-AI Filing Summary