U.S. GoldMining details Whistler project site visit

U.S. GoldMining Inc. filed a current report describing a news release about a recent site visit to its 100% owned Whistler Gold-Copper Project.

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Form Type

8-K

Rhea-AI Filing Summary

U.S. GoldMining Inc. filed a current report describing a news release about a recent site visit to its 100% owned Whistler Gold-Copper Project. The company hosted United States Congressman Nick Negich at the project on September 21, 2025, and later issued the news release on September 29, 2025.

The company states this disclosure is furnished under a communications item and is not considered filed for liability purposes under the securities laws, nor deemed material unless specifically incorporated into another filing.

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, or exhibit attachments filed with this report.

FAQ

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

What did U.S. GoldMining Inc. (USGO) report in its latest 8-K filing?

U.S. GoldMining reported a news release about hosting Congressman Nick Negich at its Whistler Gold-Copper Project. The visit occurred on September 21, 2025, and the related news release is dated September 29, 2025 and attached as Exhibit 99.1.

What is the Whistler Gold-Copper Project mentioned by U.S. GoldMining (USGO)?

The Whistler Gold-Copper Project is a 100% owned project of U.S. GoldMining Inc. The company highlighted this asset in connection with a site visit by Congressman Nick Negich, as referenced in a news release furnished as Exhibit 99.1 to the current report.

How is the Congressman’s site visit disclosed by U.S. GoldMining (USGO) treated under securities laws?

The company furnished the information under a communications item, stating it shall not be deemed “filed” under Section 18 of the Exchange Act. It is also not automatically incorporated into other filings unless expressly referenced by the company.

Which securities of U.S. GoldMining Inc. (USGO) are listed on Nasdaq?

U.S. GoldMining lists its common stock, par value $0.001 per share, under the symbol USGO on The Nasdaq Stock Market LLC. Its warrants, each exercisable for one share of common stock at an exercise price of $13.00, trade under the symbol USGOW.

What exhibits did U.S. GoldMining (USGO) include with this 8-K filing?

The filing includes Exhibit 99.1, a news release dated September 29, 2025, describing the Whistler Project site visit. It also includes Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document for electronic reporting purposes.

Who signed the U.S. GoldMining Inc. (USGO) current report and in what capacity?

The report was signed on behalf of U.S. GoldMining Inc. by Tim Smith. He signed in his capacity as Chief Executive Officer, indicating he is the authorized officer executing the current report under the Securities Exchange Act of 1934.

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Accepted by SEC EDGAR 09/29/2025 - 07:15 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): September 29, 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 September 29, 2025, U.S. GoldMining Inc. (the “Company”) issued a news release announcing that it hosted United States Congressman, Nick Negich on a site visit to its 100% owned Whistler Gold-Copper Project on September 21, 2025. 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 September 29, 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: September 29, 2025	U.S. GOLDMINING Inc.

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

Source: View Original Filing on SEC EDGAR