U.S. GoldMining Inc. (NASDAQ: USGO) raises ATM share limit, changes co-agents

Rhea-AI Filing Summary

U.S. GoldMining Inc. updated its at-the-market equity program by filing a prospectus supplement that increases the maximum number of common shares issuable under its existing At The Market Offering Agreement with H.C. Wainwright & Co., LLC.

Effective December 12, 2025, Laurentian Bank Securities Inc. and Roth Capital Partners, LLC were terminated as co-agents, while Ventum Financial Corp. and Stifel, Nicolaus & Company, Incorporated joined as new co-agents. The company also filed an opinion from Haynes and Boone, LLP on the legality of issuing and selling these shares.

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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): December 12, 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 8.01 Other Events.

On December 12, 2025, U.S. GoldMining Inc. (the “Company”) filed a prospectus supplement to increase the maximum number of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, issuable pursuant to that certain At The Market Offering Agreement dated May 15, 2024, by and between the Company and H.C. Wainwright & Co., LLC, as representative of the several agents party thereto (as supplemented or modified to date, the “ATM Agreement”).

Effective December 12, 2025, Laurentian Bank Securities Inc. and Roth Capital Partners, LLC were each terminated as co-agents to the ATM Agreement and each of Ventum Financial Corp. and Stifel, Nicolaus & Company, Incorporated joined as co-agents to the ATM Agreement.

Attached hereto as Exhibit 5.1 to this Current Report is the opinion of Haynes and Boone, LLP relating to the legality of the issuance and sale of the Shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Haynes and Boone, LLP
23.1		Consent of Haynes and Boone, LLP (included in Exhibit 5.1)
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: December 12, 2025	U.S. GOLDMINING Inc.
	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

FAQ

What did U.S. GoldMining Inc. (USGO) disclose on December 12, 2025?

On December 12, 2025, U.S. GoldMining Inc. filed a prospectus supplement increasing the maximum number of common shares issuable under its existing At The Market Offering Agreement and reported changes to the group of co-agents.

What is the at-the-market agreement mentioned in the U.S. GoldMining (USGO) 8-K?

The filing refers to an At The Market Offering Agreement dated May 15, 2024 between U.S. GoldMining Inc. and H.C. Wainwright & Co., LLC, as representative of the several agents party to that agreement, under which the company’s common shares may be issued.

Which co-agents were terminated and which joined U.S. GoldMining's ATM Agreement?

Effective December 12, 2025, Laurentian Bank Securities Inc. and Roth Capital Partners, LLC were terminated as co-agents. Ventum Financial Corp. and Stifel, Nicolaus & Company, Incorporated joined as new co-agents under the At The Market Offering Agreement.

How are U.S. GoldMining Inc. (USGO) securities listed on Nasdaq described in this filing?

The filing notes that U.S. GoldMining Inc.’s common stock, par value $0.001 per share, trades on The Nasdaq Stock Market LLC under the symbol USGO, and its warrants, each exercisable for one share of common stock at an exercise price of $13.00, trade under the symbol USGOW.

What legal opinion was filed with this U.S. GoldMining (USGO) report?

The company filed an opinion of Haynes and Boone, LLP as Exhibit 5.1, addressing the legality of the issuance and sale of the common shares issuable under the At The Market Offering Agreement, along with the related consent in Exhibit 23.1.

Who is the representative of the agents in U.S. GoldMining's at-the-market program?

The At The Market Offering Agreement identifies H.C. Wainwright & Co., LLC as the representative of the several agents that participate as co-agents in U.S. GoldMining Inc.’s at-the-market program.