U.S. GoldMining starts 2026 Whistler exploration

U.S. GoldMining Inc. has mobilized its 2026 exploration program at the Whistler Gold-Copper Project in Alaska, advancing drilling on several high-priority near-deposit and district-scale targets around the Whistler–Raintree area.

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Form Type

8-K

Rhea-AI Filing Summary

U.S. GoldMining Inc. has mobilized its 2026 exploration program at the Whistler Gold-Copper Project in Alaska, advancing drilling on several high-priority near-deposit and district-scale targets around the Whistler–Raintree area. The company has pre-positioned key equipment and supplies so summer drilling can begin as conditions allow.

The program builds on the recently announced Whistler preliminary economic assessment, which outlined an after-tax NPV at a 5% discount rate of $2.0 billion with a 33% IRR and a 2.1-year payback at base metal prices, and an after-tax NPV 5% of approximately $4.9 billion with a 62% IRR and 1.2-year payback at spot prices.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

After-tax NPV 5% (base case): $2.0 billion IRR (base case): 33% Payback period (base case): 2.1 years +5 more

8 metrics

After-tax NPV 5% (base case) $2.0 billion Whistler PEA, base price scenario

IRR (base case) 33% Whistler PEA, base price scenario

Payback period (base case) 2.1 years Whistler PEA, base price scenario

After-tax NPV 5% (spot case) approximately $4.9 billion Whistler PEA, spot price scenario

IRR (spot case) 62% Whistler PEA, spot price scenario

Payback period (spot case) 1.2 years Whistler PEA, spot price scenario

Base gold price $3,200 per ounce Whistler PEA base price assumption

Base copper price $4.50 per pound Whistler PEA base price assumption

Key Terms

Preliminary Economic Assessment, NPV 5%, Internal rate of return (IRR), NI 43-101, +2 more

6 terms

Preliminary Economic Assessment financial

"The exploration strategy complements the strong Whistler economics and rapid payback demonstrated in the recently announced Whistler initial economic assessment (“PEA”)"

A preliminary economic assessment is an initial analysis that estimates the potential profitability and feasibility of a project or resource, such as a new mineral deposit or development venture. It provides a rough idea of costs, benefits, and risks, helping investors decide whether to pursue more detailed studies. This early evaluation is important because it offers a snapshot of whether the project is worth further investment and development.

NPV 5% financial

"After-tax net present value at 5% discount rate (“NPV 5%”) of $2.0 billion"

Net present value (NPV) at 5% is the total value today of expected future cash flows from an investment after reducing each future amount by a 5% annual discount to reflect the time value of money. Investors use it like weighing cash now versus later: applying a 5% yardstick shows whether projected returns exceed that threshold, so a positive NPV(5%) implies the investment should create value relative to a 5% required return.

Internal rate of return (IRR) financial

"an internal rate of return (“IRR”) of 33%"

The internal rate of return (IRR) is the annualized percentage return that makes the total value of a project's or investment's future cash flows equal the amount invested today — in other words, the break-even interest rate for that investment. Investors use IRR like a single-number speedometer to compare opportunities: a higher IRR means a project is expected to generate a stronger annual return, helping decide which investments are likely more attractive relative to required returns or alternatives.

NI 43-101 regulatory

"the 43-101 Report titled “Whistler Gold-Copper Project, NI 43-101 Technical Report and Preliminary Economic Assessment”"

A Canadian regulatory standard that sets the rules for how mining and exploration companies must report mineral resources and reserves, requiring technical reports prepared or signed off by an independent, certified expert. It matters to investors because it creates a consistent, transparent “inspection report” for mining projects, making it easier to compare prospects, judge the reliability of claims, and assess geological and financial risk before investing.

S-K 1300 regulatory

"the S-K 1300 Report titled “Whistler Gold-Copper Project, S-K 1300 Technical Report Summary and Initial Assessment with Economic Analysis"

Regulation S-K Item 1300 is a U.S. securities disclosure rule that requires public companies to report how they manage cybersecurity risks and to promptly disclose material cyber incidents. Think of it as a requirement to tell investors both the company’s “cyber health” plan and any major break-ins, similar to a homeowner explaining their alarm system and alerting neighbors after a burglary. This helps investors assess operational risk and potential financial or reputational impact.

forward-looking statements regulatory

"the information presented in this news release constitutes “forward-looking statements” within the meaning of the United States federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

What did U.S. GoldMining (USGO) announce about the Whistler Project?

U.S. GoldMining announced it has mobilized its 2026 exploration program at the Whistler Gold-Copper Project in Alaska. The plan includes diamond drilling of high-priority near-deposit and district-scale targets to grow resources and support ongoing technical studies.

What are the key economic figures from U.S. GoldMining’s Whistler PEA?

The Whistler PEA shows an after-tax NPV at a 5% discount rate of $2.0 billion, a 33% internal rate of return, and a 2.1-year payback at base prices. At spot prices, after-tax NPV 5% is about $4.9 billion with a 62% IRR and 1.2-year payback.

Which targets are included in U.S. GoldMining’s 2026 Whistler exploration program?

The 2026 program will test Whistler extensions, Mammoth and Snow Ridge, the Raintree area, and the Hotfoot and Sunbowl zones. These targets are interpreted as near-deposit and district-scale gold-copper opportunities around the existing Whistler and Raintree deposits.

How is U.S. GoldMining preparing for the 2026 Whistler drilling season?

The company has completed pre-mobilization of critical equipment and consumables to the Whistler Project. This early staging is intended to allow field crews to start summer exploration and core drilling promptly once seasonal conditions permit operations.

What commodity price assumptions underpin the Whistler PEA economics?

The Whistler PEA uses base prices of $3,200 per ounce gold, $4.50 per pound copper, and $37.50 per ounce silver. Spot case figures reference $5,000 per ounce gold, $5.85 per pound copper, and $70 per ounce silver based on trading data around February 23, 2026.

Where can investors find the full Whistler technical reports for U.S. GoldMining?

Investors can review the S-K 1300 Technical Report Summary on the SEC website and the NI 43-101 Technical Report and PEA on SEDAR+. Both reports are dated effective March 2, 2026 and provide detailed technical and economic information on the Whistler Project.

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

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Accepted by SEC EDGAR 04/20/2026 - 06:45 AM 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): April 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 April 20, 2026, U.S. GoldMining Inc. (the “Company”) issued a press release titled “U.S. GoldMining Mobilizes 2026 Exploration Program Potential District-Scale Upside at the Whistler Project, Alaska.” 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 April 20, 2026 (furnished pursuant to Item 7.01 of Form 8-K)
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: April 20, 2026	U.S. GOLDMINING Inc.

	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

Exhibit 99.1

U.S. GoldMining Mobilizes 2026 Exploration Program Targeting District-Scale Potential at the Whistler Project, Alaska

Anchorage, Alaska – April 20, 2026 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce that it has commenced activities on its planned exploration program (the “Program”) at its Whistler Gold-Copper Project in Alaska (“Whistler” or the “Project”).

Highlights:

●	Executing Growth Strategy: The 2026 Program will comprise diamond core drilling targeting several high-priority near-deposit potential upside opportunities and new targets within the Whistler – Raintree area (see Figure 1). The objective is to develop a pipeline of discoveries that will underpin growth opportunities for the Project.

●	Mobilization Underway: The Company has recently completed pre-mobilization of critical equipment and consumables to the Project. This proactive staging positions the exploration team to commence summer exploration activities and drilling as soon as conditions allow.

●	Building on Strong Economic Foundation: The exploration strategy complements the strong Whistler economics and rapid payback demonstrated in the recently announced Whistler initial economic assessment (“PEA”)¹. See news release dated March 2, 2026, which outlined:

	○	After-tax net present value at 5% discount rate (“NPV_5%”) of $2.0 billion, an internal rate of return (“IRR”) of 33%, and initial payback of 2.1 years, at Base Prices.

	○	At spot prices, an after-tax NPV_5% of approximately $4.9 billion, an IRR of 62%, and an initial payback of just 1.2 years.

●	Untapped Potential: The 2026 PEA considers only one of three deposits with stated mineral resource estimates on the property, highlighting the district-scale potential the upcoming program aims to unlock.

Tim Smith, Chief Executive Officer of U.S. GoldMining commented: “We are excited to return to the field this coming summer to test our highest priority targets for new gold-copper porphyry discoveries in the Whistler Orbit. The strong initial base-case mine plan in the PEA gives us a strong foundation to confidently advance our exploration strategy. We look forward to sharing more details on the 2026 Program as we drive district-scale resource growth and the advancement of Pre-Feasibility level studies over the coming months.”

2026 Whistler Exploration Program

The Program will test several new high priority targets identified from the 2025 exploration program. These advanced targets exhibit strong indicators for the potential discovery of new bedrock porphyry gold-copper mineralization (see news release dated January 20, 2026):

	○	Whistler extensions (Near-Deposit Upside): Along-strike extensions of the Whistler deposit and new zones of copper anomalism identified in both basal till and top of bedrock sampling, located adjacent to the currently delineated Whistler deposit.

	○	Mammoth & Snow Ridge (District Scale Potential): Large strongly anomalous gold and/or copper zones located 2 to 3 kilometers north of the Whistler deposit.

¹ PEA notes: all financial figures are in United States dollars unless otherwise stated. Base Prices used in the 2026 Whistler PEA are $3,200 per ounce gold, $4.50 per pound copper, and $37.50 per ounce silver. References to spot prices reflect $5,000 per ounce gold, $5.85 per pound copper, and $70 per ounce silver. Spot prices were selected based on the 5-day and 1-month intra-day trading prices for the periods ending February 23, 2026.

	○	Raintree area (Near-Deposit Upside & Mineral System Scale Potential ): Widespread gold-copper anomalism suggestive of lateral extensions adjacent to the existing Raintree deposit, alongside broader regional targets.

	○	Hotfoot (the “Look-Alike”) and Sunbowl area: An emerging, high-priority target defined by an intense bedrock gold anomaly aligned with a large ‘Whistler look-alike’ magnetic signature, located just 1 kilometer south of the Raintree deposit, and additional along-strike extensions south of the Whistler deposit.

Whistler PEA

For further information, please see the S-K 1300 Report titled “Whistler Gold-Copper Project, S-K 1300 Technical Report Summary and Initial Assessment with Economic Analysis, Alaska, United States of America” and the 43-101 Report titled “Whistler Gold-Copper Project, NI 43-101 Technical Report and Preliminary Economic Assessment”, each dated effective March 2, 2026. The S-K-1300 Report is available under the Company’s profile at www.sec.gov and the NI 43-101 Report is available under its profile at www.sedarplus.ca.

Qualified Person

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.

Technical Information

The results of the PEA contained herein are preliminary in nature and are intended to provide an initial assessment of the Project’s economic potential and development options of the Project. Among other things, the PEA, including its mine schedule, cost estimates and economic assessment, includes numerous assumptions and there can be no certainty that this economic assessment may be realized.

The disclosure herein, including relating to mineral resource estimates, has been prepared in accordance with the requirements of Canadian securities laws, as set forth in NI 43-101ound in 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 previous 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

Figure 1 The Whistler Project, containing three gold ± copper ± silver mineral systems: Whistler–Raintree contains the currently delineated Whistler and Raintree deposits; Island Mountain contains the namesake gold deposit and several additional undrilled targets; and Muddy Creek holds potential for discovery of an intrusive related gold system.

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 and expectations regarding the Project, including statements regarding the results of the PEA, expectations regarding the Project and its future exploration and development potential, and expectations regarding future exploration plans. 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.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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