U.S. GoldMining names John DeLucchi audit chair
The 10,000-share option vests in four 25% installments, subject to continued service, at grant and six, twelve and eighteen months afterward.
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Rhea-AI Filing Summary
U.S. GoldMining Inc. appointed John DeLucchi to its board and as chair of the Audit Committee, effective November 2, 2026, filling an existing vacancy. After Nasdaq notified the company on August 27, 2026 that it did not meet audit committee requirements, the company said it believes it has regained compliance.
DeLucchi spent over 35 years with PwC, including 21 years as a partner, and served as President and CEO of Madison Group from 2020 to October 2026. He will receive an annual cash retainer of US$10,000 as a non-employee director and an additional US$2,500 for chairing the Audit Committee. The board also granted him an option to purchase 10,000 common shares at $5.71 per share, with a five-year term. The option is subject to continued service through vesting dates and accelerated vesting upon a change in control.
8-K Event Classification
Key Figures
Key Terms
nonqualified stock option financial
accelerated vesting financial
Nasdaq Listing Rule 5605 regulatory
indemnification agreement regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 2, 2026, the Board of Directors of U.S. Goldmining Inc. (the “Company”), at recommendation of the Nominating and Corporate Governance Committee of the Board, unanimously appointed John DeLucchi to fill the existing vacancy on the Board. Mr. DeLucchi was also appointed as Chair of the Audit Committee of the Board (the “Audit Committee”).
As previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2026, the Company received written notice from Nasdaq’s Listing Qualifications Department, on August 27, 2026, stating that, as a result of Aleksandra Bukacheva’s resignation and no longer serving as a member of the Board and the Audit Committee, the Company no longer complies with Nasdaq’s audit committee requirements set forth in Nasdaq Listing Rule 5605. The Company believes that as a result of the appointment of Mr. DeLucchi to the Board and as Chair of the Audit Committee, the Company has regained compliance with Nasdaq’s audit committee requirements set forth in Nasdaq Listing Rule 5605.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Paragraph one of Item 3.01 is incorporated herein by reference.
Mr. DeLucchi, age 63 years old, served as President and CEO of Madison Group from 2020 to October 2026 and served as President and CEO of Madison Pacific Properties Inc. from 2023 to 2025. Prior to joining Madison Group, Mr. DeLucchi spent over 35 years with PricewaterhouseCoopers (“PwC”), including 21 years as Partner. During his tenure at PwC, he served as the Managing Partner for the British Columbia Region from 2009 to 2017 and was elected to the National Board of Directors of PwC Canada from 2018 to 2020. Mr. DeLucchi is a Fellow Chartered Professional Accountant (FCPA, FCA). In addition, he serves as a director of Madison Pacific Properties Inc. and has previously served on numerous community and public policy boards, including Canuck Place Children’s Hospice, Covenant House Vancouver, and the Business Council of British Columbia. Mr. DeLucchi holds a bachelor’s degree in business administration from Simon Fraser University.
There are no arrangements or understandings between Mr. DeLucchi and any other persons pursuant to which he was selected as a director. There are no transactions involving Mr. DeLucchi requiring disclosure under Item 404(a) of Regulation S-K.
Mr. DeLucchi will receive an annual cash retainer of US$10,000 for his service as a non-employee director, plus an additional US$2,500 annual retainer for serving as Chair of the Audit Committee. In addition, on November 2, 2026, upon the recommendation of the Compensation Committee of the Board, the Board granted Mr. DeLucchi a nonqualified stock option under the Company’s 2023 Long-Term Incentive Plan to purchase 10,000 shares of the Company’s common stock at an exercise price of $5.71 per share, equal to the closing trading price of the Company’s common stock on the Nasdaq Stock Market on the date of grant. The option has a term of five years from the date of grant and vests in four equal installments, with 25% vesting on the date of grant and an additional 25% vesting on each of the dates that are six, twelve, and eighteen months following the date of grant, subject to Mr. DeLucchi’s continued service with the Company through each applicable vesting date and to accelerated vesting upon a change in control of the Company. The Company entered into its standard indemnification agreement with Mr. DeLucchi.
The Company issued a press release announcing the appointment of Mr. DeLucchi, a copy of which is furnished herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | News Release, dated November 3, 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: November 3, 2026 | U.S. GOLDMINING Inc. | |
| By: | /s/ Tim Smith | |
| Name: | Tim Smith | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
U.S. GoldMining Appoints John DeLucchi to Its Board of Directors to Support Strategic Growth and Advancement of the Whistler Gold-Copper Project, Alaska
Anchorage, Alaska – November 3, 2026 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce that its Board of Directors (the “Board”) has appointed John DeLucchi as a director of the Company effective as of November 2, 2026. Mr. DeLucchi has also been appointed Chair of the Audit Committee of the Board.
Highlights of the Appointment
| ● | Distinguished Executive & Governance Track Record: Mr. DeLucchi brings over 35 years of international senior leadership experience across professional services, capital markets, and corporate governance. |
| ● | Financial Leadership: Over a 35-year tenure at PricewaterhouseCoopers (PwC), including 21 years as Partner, he served as the British Columbia Region Managing Partner (2009-2017) and on the Board of Directors of PwC Canada (2018-2020). |
| ● | Corporate & Operational Acumen: As Chief Executive Officer of Madison Venture Corporation (Madison Group), he provides deep expertise and operating experience across multiple sectors as well as with capital allocation and strategic partnerships. |
| ● | Board and Governance Expertise: Skilled board member with Chair of the board of directors, finance, audit and investment committee leadership roles. |
Alastair Still, Chairperson of the Board, commented: “We are delighted to welcome John to our Board of Directors and as our new Audit Committee Chair. As we systematically seek to unlock the potential of our Whistler Gold-Copper Project, having a director of John’s caliber strengthens our financial oversight, governance framework, and long-term execution capabilities. His extensive past leadership at PwC advising multinational public issuers, combined with his C-suite steering of the Madison Group, aligns directly with our disciplined, catalyst-driven development mandate.”
John DeLucchi, Director and Chair of Audit Committee, added: “As an advanced PEA-stage project, we believe Whistler represents a tier-one development opportunity in a secure jurisdiction. We believe, with significant regional infrastructure momentum, such as the state-led West Susitna Access Road, the Company is well positioned to generate sustained stakeholder value. I look forward to collaborating with the management team and the Board to advance growth opportunities at our gold-copper core asset.”
About John DeLucchi
Mr. DeLucchi is the Chief Executive Officer of the Madison Group, an enterprise with diversified real estate, operating, and investment assets operating in Canada and the U.S. Prior to joining the Madison Group in 2020, Mr. DeLucchi spent over 35 years with PwC, including 21 years as Partner. During his tenure at PwC, he served as the Managing Partner for the British Columbia Region from 2009 to 2017 and was elected to the National Board of Directors of PwC Canada from 2018 to 2020. Over his career, he has worked with major public and private multinational companies and has experience with initial public offerings and complex financings, risk management, governance, and securities regulatory compliance.
Mr. DeLucchi is a Fellow Chartered Professional Accountant (FCPA, FCA). In addition to his executive mandates, he serves as a director of Madison Pacific Properties Inc. and has previously served on numerous community and public policy boards, including Canuck Place Children’s Hospice, Covenant House Vancouver, and the Business Council of British Columbia.
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).
Visit www.usgoldmining.us for more information.
For additional information, please contact:
U.S. GoldMining Inc.
Alastair Still, Chairperson of the Board of Directors
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 (“forward-looking statements”). Such statements include, but are not limited to, statements with regard to the Company’s plans and expectations regarding the Whistler Gold-Copper Project, Mr. DeLucchi’s anticipated impact on the strategic growth and advancement of the Whistler Gold-Copper Project, generated stakeholder value, and future growth opportunities. Words such as “expects”, “anticipates”, “plans”, “estimates”, “will”, “proposes”, “potential” 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, 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.