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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): March 5, 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
7.01 |
Regulation
FD Disclosure. |
On
March 5, 2026, U.S. GoldMining Inc. (the “Company”) issued a news release announcing the appointment of Imola Götz as
Vice President, Project Development. 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 March 5, 2026 |
| 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:
March 5, 2026 |
U.S.
GOLDMINING Inc. |
| |
|
|
| |
By: |
/s/
Tim Smith |
| |
Name: |
Tim
Smith |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1

U.S.
GoldMining Appoints Imola Götz as VP, Project Development
Anchorage,
Alaska – March 5, 2026 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”)
is pleased to announce the appointment of Imola Götz as Vice President, Project Development.
Ms.
Götz is a veteran mining engineer with over 30 years of international experience in both open-pit and underground mining environments
including in world renowned gold mining camps of Hemlo and Timmins. Ms. Gotz is an expert in developing life of mine plans, strategic
business plans, and comparative economic evaluations of mining projects, developed over decades of experience and progressive leadership
roles at Goldcorp, Newmont, Eldorado Gold, Sandstorm Gold Royalties and most recently Royal Gold.
Following
the recent announcement of its initial economic assessment (the “PEA”) at its wholly-owned Whistler Gold-Copper Project (the
“Whistler Project”) in Alaska, Ms. Götz will be responsible for leading advancement and development of engineering,
procurement, construction management and project controls at the Whistler Project. The Company recently announced results of its initial
economic assessment (the “PEA”) (see news release dated March 2, 2026) on the Whistler Project, which has an estimated after-tax
net present value at 5% discount rate (“NPV5%”) of $2.04B with an internal rate of return (“IRR”)
of 33.0% and initial payback of 2.1 years, utilizing base case prices of $3,200/oz Au, $4.50/lb Cu, and $37.50/oz Ag.
Tim
Smith, Chief Executive Officer of U.S. GoldMining commented: “Having just announced the excellent results of our Whistler PEA,
with after tax NPV5% of over $2.0 billion and initial payback of just over two years, the Company is advancing towards a possible
pre-feasibility study (“PFS”). We are very pleased to welcome Imola to the team as we look to accelerate our ongoing mine
engineering and permitting studies. It’s an exciting time for U.S. GoldMining and its Whistler Project.”
Imola
Götz, VP, Project Development, commented: “I am enthusiastic to join U.S. GoldMining at an important stage in the Company’s
growth. The Whistler Project offers a compelling opportunity to develop a new gold-copper project with meaningful scale, and the PEA
strongly supports advancing the Whistler Project into a high-quality development asset in Alaska. I look forward to working closely with
stakeholders to advance strategic initiatives to help unlock the full value of the Company’s assets for shareholders.”
Ms.
Götz is a Professional Engineer licenced in BC, and a Fellow of the Association of Engineers Canada. In addition to being an active
member of the Canadian Institute of Mining & Metallurgy (CIMM), she is also a “Qualified Person” as defined by Canadian
National Instrument 43-101. Ms. Götz earned a Bachelor of Education in Mathematics and General Science from Lakehead University,
a Master of Science in Mine Engineering from the Technical University of Petrosani, and a Financial Agility Diploma from Queens University.
As
a skilled educator, Ms. Götz has established partnerships with Canadian Mine Engineering Schools and has guest lectured at Queens
University and Laurentian University. She has authored, co-authored, and presented works at the CIMM Conference, the US Mine Ventilation
Symposium and the World Mining Congress on various topics including women’s leadership in the mining industry.
Qualified
Persons
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 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 expectations regarding the Project, including statements regarding the results of
the PEA, expectations regarding the Project and its future exploration and development potential, LOM projections, estimates of capital,
sustaining and other costs and revenues under the PEA and potential development of the West Susitna Access Road and expected governmental
support. 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.