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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): November 2, 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 |
| Item
7.01 |
Regulation
FD Disclosure. |
On
November 2, 2026, U.S. GoldMining Inc. (the “Company”) issued a press release titled “U.S. GoldMining Provides Update
on Susitna Mineral District Developments.” 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 November 2, 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:
November 2, 2026 |
U.S.
GOLDMINING Inc. |
| |
|
|
| |
By: |
/s/
Tim Smith |
| |
Name:
|
Tim
Smith |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1

U.S.
GoldMining Provides Update on Susitna Mineral District Developments
Recent
Developments Include Advancements to the State-Led West Susitna Access Road and Final Permits for Neighboring Property
Anchorage,
Alaska – November 2, 2026 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”)
provides an update on recent developments in the West Susitna Mineral District, including key developments which further support the
business case and ongoing design and permitting of the West Susitna Access Project (“WSAP”). The WSAP is a State of Alaska-led
road initiative that, as currently designed, would connect the Company’s 100%-owned Whistler Gold-Copper Project (“Whistler”
or the “Project”) with existing highway, rail, power, and port infrastructure in the Anchorage area of Southcentral Alaska.
Highlights:
| ● | Federal
Permitting Update: On September 25, 2026, the U.S. Army Corps of Engineers (“USACE”)
issued a Public Notice regarding the Alaska Industrial Development and Export Authority’s
(“AIDEA”) permit application for the WSAP, under Section 404 of the Clean Water
Act. The Public Notice comment period is now closed and the USACE is conducting its evaluation
of the permit application. |
| ○ | Year-Round
Access Design: The WSAP application covers a 78.5-mile-long gravel road designed to provide
year-round access for public and industrial traffic. |
| ○ | Emergency
Processing: USACE determined the permit request qualifies for special emergency permitting
procedures under Executive Order 14156 (“Declaring a National Energy Emergency”),
which is expected to significantly reduce the normal processing time. |
| ○ | Critical
Minerals Designation: USACE identified the WSAP as a critical mineral project under Executive
Order 14241 (“Immediate Measures to Increase American Mineral Production”). |
| ○ | State
Request for Federal Assistance: The Governor of Alaska has also formally requested that
the Assistant Secretary of the Army of Civil Works render assistance on the WSAP under Executive
Order 14153 (“Unleashing Alaska’s Extraordinary Resource Potential”) to
efficiently and effectively maximize the development of the state’s resource potential.
|
| ● | Additional
Government Investment in the Susitna Region: The U.S. Department of Transportation recently
awarded US$249 million to complete the 32-mile Port MacKenzie rail extension, with AIDEA
committing up to US$34 million in matching funds. The investment strengthens downstream infrastructure
supporting Alaska’s mining and critical-mineral development (see Alaska Railroad Corporation
news release dated October 19, 2026). |
| ● | Alaska
is Open for Business: U.S. GoldMining congratulates Nova Minerals Corp (“Nova Minerals”),
which owns the Estelle Gold and Critical Minerals Project located adjacent to the Company’s
Whistler Gold-Copper Project, on receipt of final approvals from the Alaska Department of
Natural Resources for the Plan of Operations and Reclamation Plan for its Alaska antimony
project (see Nova Minerals news release dated October 27, 2026). |
| ○ | Nova
Minerals disclosed that it secured all required permits for Phase 1 within approximately
three months of submission, clearing the way for Phase 1 of its Alaska antimony development,
including mining, ore sorting and processing at site, and downstream processing and refining
at Port MacKenzie. |
| ○ | The
Company views this as encouraging progress, as additional mineral development activity along
the West Susitna corridor helps to strengthen the economic rationale for regional infrastructure
investment, particularly the WSAP. |
Tim
Smith, Chief Executive Officer of U.S. GoldMining Inc., commented: “In our view, recent developments and announcements, including
the timely granting of a mining and processing permit to a neighboring property of our Whistler Gold-Copper Project, are positive indicators
that Alaska is open for business. We’re encouraged by the progress being made by the State of Alaska in designing and permitting
the future access road to our Project. We believe the U.S. Army Corps of Engineers’ decision to apply emergency permitting procedures
to the WSAP reflects the importance of the WSAP to regional and national mineral development objectives.
Building
upon our previously disclosed robust base case Preliminary Economic Assessment (“PEA”) for the Whistler Project, we look
forward to updating investors as results become available over the coming weeks from our recently completed 7,493 meters of exploratory
core drilling and from the surface sampling programs as part of our 2026 exploration field season at Whistler.”

Figure
1 The Whistler Project, one of three resource stage projects in the West Susitna Mining District, which is expected to be connected
with transportation and energy infrastructure via the proposed West Susitna Access Project.
About
the Proposed West Susitna Access Project
The
WSAP comprises a 78.5-mile public-private road development led by AIDEA, terminating at the Company’s exploration camp near the
Whistler deposit (see Figure 1). If completed, the WSAP is expected to connect the existing road, power, rail, and port infrastructure
in the vicinity of Anchorage with multiple natural resource development projects located in the West Susitna Mining District, with the
potential to support the development of a regional mining district in Alaska. Reliable access is important to responsible development
of the region’s mineral resources, including at the Whistler Project.
The
USACE has identified the WSAP as serving recreational, residential, commercial, and industrial users, and has designated it as a critical
mineral project. According to AIDEA, the project design reflects substantial efforts to avoid and minimize impacts.
AIDEA
recently authorized up to $25 million to fund the geotechnical drilling program and associated permitting, hydrologic, and engineering
work for the WSAP to support detailed design (see news release dated September 2, 2026).
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, Chair
Tim
Smith, Chief Executive Officer
Telephone
Toll Free: 1-833-388-9788
Email:
info@usgoldmining.us
Technical
Information
The
PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic
considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will
be realized. The PEA also constitutes an initial assessment under Subpart 1300 of Regulation S-K, and an initial assessment may not be
used as the basis for disclosure of mineral reserves or a determination of economic viability.
For
further information regarding the Whistler Project and the PEA, please see the technical report summary titled “Whistler Gold-Copper
Project, S-K 1300 Technical Report Summary and Initial Assessment with Economic Analysis, Alaska, United States of America” (the
“S-K 1300 Report”) prepared under subpart 1300 of Regulation S-K under the U.S. Securities Act of 1933 (“S-K 1300”)
and the Canadian National Instrument 43-101 (“NI 43-101”) technical 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.
Tim
Smith, P.Geo., Chief Executive Officer of the Company, has supervised the preparation of this news release and has reviewed and approved
the scientific and technical information contained herein. Mr. Smith is a qualified person as defined under Canadian National Instrument
43-101 and Subpart 1300 of Regulation S-K and is not independent of the Company.
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 Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities
Exchange Act of 1934, as amended, and other United States federal securities laws, and “forward-looking information” within
the meaning of applicable Canadian securities laws (“forward-looking statements”). Such statements include statements with
regard to the Company’s plans and expectations regarding the Project, the timing and outcome of the USACE permitting process, the
anticipated benefits of emergency permitting procedures and governmental initiatives, proposed regional infrastructure, the anticipated
timing of construction and completion of the Port MacKenzie rail extension, the anticipated timing of release of drilling and sampling
results, and expectations regarding future exploration plans. Words such as “expects”, “anticipates”, “plans”,
“estimates”, “will”, “would”, “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 on certain material assumptions, including that the USACE will complete its evaluation of the WSAP permit application
on a timely basis, that AIDEA and other governmental funding, approvals and support for the WSAP and related infrastructure will be maintained,
that the Port MacKenzie rail extension will proceed substantially as currently scheduled, and that drilling and sampling results will
be received within anticipated timeframes, 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 mineral resource estimation
generally, economic risks, changing economic factors, including those impacting estimated costs and expenditures and economic returns,
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, the risk that the WSAP may not be completed, may be materially delayed, or may follow a
different alignment than currently proposed, the risk that emergency or expedited permitting procedures may not reduce processing times
as anticipated or may cease to apply, the risk that the USACE permit may not be issued or may be subject to conditions, risks that AIDEA
or other governmental funding or approvals may not be maintained or may be reduced, the risk that the Port MacKenzie rail extension may
be delayed or not completed, delays in receipt of assay results, the fact that the Company does not control the WSAP and relies on third-party
governmental entities for its advancement, 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 the date hereof, and U.S. GoldMining does not undertake any duty to update such
information except as required under applicable law.