U.S. GoldMining extends USGOW warrant expiry

U.S. GoldMining Inc. extended the life of its publicly traded warrants again.

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Form Type

8-K

Rhea-AI Filing Summary

U.S. GoldMining Inc. extended the life of its publicly traded warrants again. On May 5, 2026, the board approved a new termination date of May 22, 2026 for the warrants with a $13.00 per share exercise price, originally issued on April 24, 2023.

The warrants, trading on the Nasdaq Capital Market under the symbol USGOW, may be exercised and will continue trading until May 22, 2026. Only the termination date has changed; all other terms of the warrants remain the same, and Continental Stock Transfer & Trust Company continues as warrant agent.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Warrant exercise price: $13.00 per share Warrant new termination date: May 22, 2026 Prior termination date: May 11, 2026 +2 more

5 metrics

Warrant exercise price $13.00 per share Exercise price for USGOW warrants

Warrant new termination date May 22, 2026 Revised expiration date for USGOW warrants

Prior termination date May 11, 2026 Previous extended expiry for the same warrants

Initial warrant issue date April 24, 2023 Original issuance of $13.00 warrants

Company phone number (604) 388-9788 Registrant’s telephone number

Key Terms

warrants, warrant agent, Warrant Agency Agreement, Nasdaq Capital Market

4 terms

warrants financial

"approved a further extension of the term of the warrants with an exercise price of $13.00 per share"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

warrant agent financial

"Continental Stock Transfer & Trust Company shall remain as warrant agent with respect to the Warrants"

A warrant agent is the independent third party that handles the paperwork and logistics for financial warrants — the detachable instruments that give holders the right to buy a company’s stock at a set price. Think of the agent as a registrar or clerk who records ownership, processes exercises and transfers, collects payments, and issues new shares, which matters to investors because it ensures exercises are honored, reduces paperwork errors and helps prevent disputes or fraud.

Warrant Agency Agreement financial

"pursuant to the terms of that certain Warrant Agency Agreement, dated as of March 9, 2023, as amended on April 23, 2026"

Nasdaq Capital Market financial

"The Warrants shall continue trading on the Nasdaq Capital Market under the symbol “USGOW”"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

FAQ

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

What warrant change did U.S. GoldMining (USGO) disclose in this 8-K?

U.S. GoldMining extended the termination date of its warrants with a $13.00 exercise price to May 22, 2026. These warrants, originally issued April 24, 2023, can now trade and be exercised on Nasdaq under ticker USGOW until that new date.

What is the exercise price and new expiration date of USGO’s USGOW warrants?

The USGOW warrants have a fixed exercise price of $13.00 per share and now expire on May 22, 2026. Holders can trade or exercise them on the Nasdaq Capital Market up to and including that revised termination date.

Have U.S. GoldMining’s USGOW warrant terms changed besides the expiration date?

Only the termination date has changed; all other warrant terms remain unchanged. The exercise price stays at $13.00 per share, trading continues on Nasdaq as USGOW, and Continental Stock Transfer & Trust Company remains the warrant agent under the existing Warrant Agency Agreement.

What is the trading symbol and exchange for U.S. GoldMining’s warrants?

U.S. GoldMining’s warrants trade on the Nasdaq Capital Market under the symbol USGOW. These warrants each allow the holder to purchase one share of common stock at an exercise price of $13.00 per share until their revised May 22, 2026 termination date.

Who serves as warrant agent for U.S. GoldMining’s USGOW warrants?

Continental Stock Transfer & Trust Company continues as the warrant agent for the USGOW warrants. Its role is governed by a Warrant Agency Agreement dated March 9, 2023, as amended on April 23, 2026, which remains in effect after the latest term extension.

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

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Accepted by SEC EDGAR 05/06/2026 - 04:05 PM 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): May 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 8.01 Other Events.

On May 5, 2026, the Board of Directors of U.S. GoldMining Inc. (the “Company”) approved a further extension of the term of the warrants with an exercise price of $13.00 per share and initially issued on April 24, 2023 (the “Warrants”), from May 11, 2026, to May 22, 2026 (the “Termination Date”). As previously reported, on April 22, 2026, the Board of Directors previously extended the term of the Warrants from April 24, 2026, to May 1, 2026, and on April 27, 2026, the Board of Directors subsequently further extended the term of the Warrants from May 1, 2026, to May 11, 2026.

The Warrants shall continue trading on the Nasdaq Capital Market under the symbol “USGOW” until May 22, 2026, and may be exercised until such date. Other than the Termination Date, all other terms of the Warrants remain unchanged. Continental Stock Transfer & Trust Company shall remain as warrant agent with respect to the Warrants pursuant to the terms of that certain Warrant Agency Agreement, dated as of March 9, 2023, as amended on April 23, 2026.

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: May 6, 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

4 documents