U.S. GoldMining (NASDAQ: USGO) shares initial 2025 Whistler exploration results

Rhea-AI Filing Summary

U.S. GoldMining Inc. filed a current report describing that on January 20, 2026 it issued a news release announcing initial results from its 2025 exploration program at the 100% owned Whistler Gold-Copper Project. The company is listed on The Nasdaq Stock Market LLC, where its common stock trades under the symbol USGO and its warrants trade under the symbol USGOW.

The news release is furnished as Exhibit 99.1 under Item 7.01 and, consistent with applicable rules, is not deemed filed for liability purposes or automatically incorporated into other securities law filings.

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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): January 20, 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 January 20, 2026, U.S. GoldMining Inc. (the “Company”) issued a news release announcing the initial results of the 2025 exploration program at its 100% owned Whistler Gold-Copper Project. 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 January 20, 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: January 20, 2026	U.S. GOLDMINING Inc.
	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

FAQ

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

U.S. GoldMining Inc. reported that it issued a news release announcing the initial results of the 2025 exploration program at its 100% owned Whistler Gold-Copper Project. The news release is attached as Exhibit 99.1.

When did U.S. GoldMining announce the initial 2025 exploration results?

The company announced the initial results of its 2025 exploration program in a news release dated January 20, 2026, which is the event reported in this 8-K.

What project is covered by U.S. GoldMinings 2025 exploration program results?

The news release covers the initial results of the 2025 exploration program at U.S. GoldMining Inc.s 100% owned Whistler Gold-Copper Project.

How is the news release treated for securities law purposes in this filing?

The information provided under Item 7.01, including Exhibit 99.1, is furnished under General Instruction B.2 and is not deemed filed for purposes of Section 18 of the Exchange Act or automatically incorporated into other Securities Act or Exchange Act filings.

On which exchange are U.S. GoldMining securities listed and under what symbols?

U.S. GoldMining Inc.s common stock is listed 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.

Which exhibit in this 8-K contains the exploration program news release?

Exhibit 99.1 to the 8-K contains the news release dated January 20, 2026 that announces the initial results of the 2025 exploration program at the Whistler Gold-Copper Project.