Every 8-K that U.S. Goldmining Inc. (USGO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow USGO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full USGO filings page.
U.S. GoldMining Inc. (USGO) reported that the Alaska Industrial Development and Export Authority (AIDEA) has authorized up to $25 million in funding for state-led pre-construction geotechnical and engineering work for the proposed West Susitna Access Project, a road initiative expected to connect the Company’s Whistler Gold-Copper Project to existing transportation and power infrastructure near Anchorage.
The newly funded work program, developed by AIDEA with engineering and permitting consultants and the Alaska Department of Transportation & Public Facilities Northern Region Materials Section, will cover bridge crossings (including the Skwentna River), seismic geophysical surveys, evaluation of construction material sites, trail overcrossings and large culvert locations, and preparation of required state and federal permit applications.
The Company also reiterated results from its Preliminary Economic Assessment for Whistler, which outlines an after-tax NPV5% of $2.0 billion, a 33% internal rate of return, and an initial payback period of 2.1 years at base case prices, while emphasizing that these PEA results are preliminary, not a feasibility study, and that mineral resources are not mineral reserves and do not have demonstrated economic viability.
U.S. GoldMining Inc. (USGO) disclosed that, following the previously reported resignation of director Aleksandra Bukacheva effective August 14, 2026, it no longer complies with Nasdaq’s audit committee requirements under Nasdaq Listing Rule 5605. Her resignation was not due to any disagreement regarding the company’s operations, policies or practices.
On August 27, 2026, Nasdaq’s Listing Qualifications Department notified the company that it is out of compliance because she no longer serves on the Board and Audit Committee. Under Nasdaq Listing Rule 5605(c)(4), U.S. GoldMining has a cure period lasting until the earlier of its next annual shareholders’ meeting or August 14, 2027, or, if that meeting occurs before February 10, 2027, until February 10, 2027. The company states it is searching for an independent director to join the Audit Committee and regain compliance. The notice has no immediate effect on USGO’s Nasdaq listing, provided it complies with applicable listing rules.
U.S. GoldMining Inc. (USGO) reported progress on its fully funded 2026 exploration program at its 100% owned Whistler Gold-Copper Project in Alaska. The company has completed 11 diamond core drill holes totaling over 5,000 meters across eight targets in the Whistler Orbit area, with initial assay results expected in the coming weeks.
The program is focused on systematic district growth, testing high-priority porphyry targets around Whistler and advancing regional mapping and prospecting at Snow Ridge, Long Lake Hills, Muddy Creek, and Island Mountain. Exploration is designed to build on a prior preliminary economic assessment that modelled an after-tax NPV5% of $2.0 billion, a 33% IRR, and an estimated initial payback of 2.1 years using indicated resources from the main Whistler deposit. U.S. GoldMining also highlighted active community engagement, a stated commitment to responsible permitting pathways, and recent federal and state policy outreach, including hosting a high-level U.S. congressional delegation at site as part of a Western Caucus Foundation field tour.
U.S. GoldMining Inc. furnished parent GoldMining Inc.’s unaudited IFRS interim results for the three and six months ended May 31, 2026, which include limited financial data for U.S. GoldMining. Management emphasizes these figures are unaudited, prepared under IFRS, preliminary and not intended as a primary basis for investment decisions in U.S. GoldMining securities.
GoldMining reported a net loss of $8,772 for the quarter and $16,541 for the first half of 2026, driven by higher exploration spending, share-based compensation and taxes, partly offset by interest income and gains on revaluation of derivative warrant liabilities. At May 31, 2026, GoldMining held total assets of $242,693, including cash and cash equivalents of $21,442, short-term investments of $60,158, and long-term investments of $96,546, against total liabilities of $13,504 and equity of $229,189. Earlier periods were revised to reclassify U.S. GoldMining warrants as derivative liabilities rather than equity, a non‑cash change that affected prior liabilities and equity but not cash flows. As a subsequent event, U.S. GoldMining completed a registered direct offering of 522,876 shares at US$7.65 for gross proceeds of about $5.7 million with no commissions.
U.S. GoldMining Inc. has begun its 2026 drilling program at the 100% owned Whistler Gold-Copper Project in Alaska, moving from planning into active field work. One drill is already operating on high-priority “Whistler Orbit” targets and a second rig is on the way.
The fully funded 2026 program is planned to drill a minimum of 6,000 meters across 8 to 10 top-ranked targets within a 7.5 km by 4.5 km porphyry cluster. Management expects to release the first batches of assay results by the end of the third quarter, subject to laboratory turnaround times.
The program is designed to build on the recent Whistler preliminary economic assessment, which outlined an after-tax NPV5% of $2.0 billion, a 33% internal rate of return and a 2.1-year initial payback period at base-case metal prices.
U.S. GoldMining Inc. entered into a securities purchase agreement with an institutional investor for a registered direct offering of 522,876 common shares at $7.65 per share. This is expected to generate approximately $4.0 million in gross proceeds for the company.
The shares are being issued off an effective Form S-3 shelf registration, with a prospectus supplement dated June 26, 2026. The closing is expected on June 29, 2026, subject to customary closing conditions, and the company plans to use the net proceeds for working capital and general corporate purposes.
U.S. GoldMining Inc. reported final results from its 2026 annual meeting of stockholders. Stockholders elected six directors to the board, including Alastair Still, Garnet Dawson, Ross Sherlock, Lisa Wade, Laura Schmidt, and Aleksandra Bukacheva, each receiving over 10.7 million votes in favor, with minimal withheld votes and 806,281 broker non-votes for each nominee.
As of the April 22, 2026 record date, 13,322,493 common shares were outstanding and entitled to vote. Stockholders also approved a separate proposal with 11,600,542 votes for, 56,132 against, and 2,705 abstentions. No other matters were brought to a vote at the meeting.
U.S. GoldMining Inc. has provided an update on its 2026 exploration program at the 100% owned Whistler Gold-Copper Project in Alaska. Camp opening and drill setup are underway, with drill crews expected on site in the coming weeks to test high-priority targets in the Whistler–Raintree area.
The company plans diamond core drilling to build a pipeline of new discoveries that can extend mineralization beyond the existing deposits. This program is intended to build on the recent Whistler preliminary economic assessment, which outlined an after-tax NPV5% of $2.0 billion, a 33% IRR, and a 2.1-year initial payback based only on Indicated Resources at base case metal prices.
The update also highlights regional infrastructure momentum. Neighbor Terra Energy Center has received $89 million in U.S. Department of Energy funding to assess a proposed 1.25‑gigawatt power plant with carbon capture and storage about 30 miles east of Whistler, reinforcing the business case for the State-proposed West Susitna Access Road and offering a potential long-term energy option for future project studies.
U.S. GoldMining Inc. extended the life of its publicly traded warrants again. On May 5, 2026, the board approved a new termination date of May 22, 2026 for the warrants with a $13.00 per share exercise price, originally issued on April 24, 2023.
The warrants, trading on the Nasdaq Capital Market under the symbol USGOW, may be exercised and will continue trading until May 22, 2026. Only the termination date has changed; all other terms of the warrants remain the same, and Continental Stock Transfer & Trust Company continues as warrant agent.
U.S. GoldMining Inc. extended the term of its outstanding warrants with an exercise price of $13.00 per share, originally issued on April 24, 2023. The warrants, which were previously set to expire on May 1, 2026, will now terminate on May 11, 2026.
The warrants will continue to trade on the Nasdaq Capital Market under the symbol USGOW and may be exercised until the new termination date. Other than the revised expiration date, all warrant terms remain unchanged, and Continental Stock Transfer & Trust Company continues as warrant agent under the existing Warrant Agency Agreement.
U.S. GoldMining Inc. entered into an amendment to its Warrant Agency Agreement with Continental Stock Transfer & Trust Company, allowing the Company, in its sole discretion, to extend the Warrants’ Termination Date.
Following this change, the Board extended the Warrants’ term from April 24, 2026 to May 1, 2026. The Warrants, each exercisable at an exercise price of $13.00 per share of common stock, will continue trading on the Nasdaq Capital Market under the symbol USGOW and may be exercised until May 1, 2026. All other warrant terms and the warrant agent remain unchanged.
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.
U.S. GoldMining Inc. filed a Form 8-K to furnish its parent GoldMining Inc.’s unaudited IFRS interim financial statements and MD&A for the three months ended February 28, 2026, which include certain financial information for U.S. GoldMining.
GoldMining reported a net loss of $7.25 million, driven by higher exploration expenses of $1.58 million and share-based compensation of $1.86 million, partly offset by interest income. However, strong unrealized gains on equity investments of $14.04 million produced total comprehensive income of $3.56 million.
GoldMining ended the quarter with cash and cash equivalents of $26.11 million and working capital of $52.78 million, supported by issuing 4,287,500 shares under its at-the-market program for gross proceeds of $9.32 million. The filing emphasizes that the statements are unaudited, prepared under IFRS rather than U.S. GAAP, preliminary, and not intended as a standalone basis for investment decisions.
U.S. GoldMining Inc. filed an 8-K to furnish a news release announcing completion and filing of an S-K 1300 and NI 43-101 technical report for the preliminary economic assessment (PEA) of its 100%-owned Whistler Gold-Copper Project in Alaska.
The Whistler PEA highlights initial capital expenditures of approximately US$1.3 billion, including a 20% contingency, and life-of-mine all-in sustaining costs of $1,046 per gold ounce on a by-product basis. The PEA currently evaluates only one of three deposits with stated resources, with several additional nearby targets identified for further exploration.
U.S. GoldMining Inc. filed an amended current report to update expert consents related to its Whistler gold-copper project technical report in Alaska. The amendment replaces the consents of Qualified Persons Sue Bird and Steven Klohn, which are now refiled as Exhibits 23.1 and 23.2.
No other changes were made to the previously filed report, which continues to include the S-K 1300 Technical Report Summary and initial economic assessment for the Whistler Project. The amendment is purely administrative and should be read together with the original filing.
U.S. GoldMining Inc. filed an 8-K announcing a new S-K 1300 Technical Report Summary and initial economic assessment for its Whistler gold-copper project in Alaska. The report outlines a large-scale open-pit operation processing 40,000 tonnes per day over about 14.6 years, with 211 million tonnes of mill feed at average grades of 0.44 g/t gold, 0.16% copper and 1.8 g/t silver. Indicated mineral resources total 299,154 kilotonnes containing 5,414 thousand ounces of gold equivalent and 991,667 thousand pounds of copper, with additional inferred resources. Initial capital costs are estimated at US$1,278.6 million, sustaining capital at US$381.1 million and closure costs at US$98.7 million, while life-of-mine operating costs are US$4,399.8 million or US$20.82 per tonne milled. On this basis, the study reports a post-tax NPV at a 5% discount rate of US$2.04 billion, a post-tax IRR of 33.0%, and an initial payback of 2.1 years using base-case prices of US$3,200/oz gold, US$4.50/lb copper and US$37.50/oz silver. The report recommends approximately US$68.7 million of additional drilling, technical, environmental and permitting work to advance the project toward a prefeasibility study.
U.S. GoldMining Inc. announced the appointment of Imola Götz as Vice President, Project Development. She is an experienced mining engineer with over 30 years in open-pit and underground operations and senior roles at major companies including Goldcorp, Newmont, Eldorado Gold, Sandstorm Gold Royalties and Royal Gold.
Götz will lead engineering, procurement, construction management and project controls for the Company’s 100%-owned Whistler Gold-Copper Project in Alaska. A recent preliminary economic assessment for Whistler outlines an after-tax NPV5% of $2.04 billion, an IRR of 33.0% and an initial payback period of 2.1 years, based on metal prices of $3,200/oz gold, $4.50/lb copper and $37.50/oz silver.
U.S. GoldMining Inc. filed a report stating that on March 2, 2026 it issued a news release presenting results of an Initial Assessment and joint Preliminary Economic Assessment for its Whistler Gold-Copper Project.
The company has attached the full news release as an exhibit so readers can review the detailed technical and economic findings.
U.S. GoldMining Inc. furnished its parent company GoldMining Inc.’s audited financial statements for the years ended November 30, 2025 and 2024 and related MD&A, which include unaudited financial information for U.S. GoldMining. The company stresses this data is preliminary, limited in scope and not prepared as a basis for investment decisions.
GoldMining reported total assets of $237.96 million and equity of $229.60 million as of November 30, 2025, with cash and cash equivalents of $24.94 million. For 2025 it recorded a net loss of $15.33 million but total comprehensive income of $76.17 million, largely driven by $104.29 million in unrealized gains on long‑term investments.
Within the group, U.S. GoldMining held $11.87 million in assets, including $10.19 million of cash and cash equivalents and $79 thousand of exploration and evaluation assets, against $1.28 million in liabilities. In 2025 U.S. GoldMining raised $13.12 million in gross proceeds through its own at‑the‑market share program, helping fund Whistler Project exploration and ongoing corporate activity.
U.S. GoldMining Inc. reported that its compensation committee approved increases to the base annual salaries of its two senior executives. Effective January 1, 2026, Chief Executive Officer Tim Smith received a raise in base salary from C$145,000 to C$160,000, and Chief Financial Officer Tyler Wong received an increase from C$72,500 to C$80,000. The company stated that all other terms of their existing employment agreements remain unchanged, indicating this update is limited to base pay adjustments rather than a broader change in compensation structure.
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.
U.S. GoldMining Inc. reported that its board compensation committee approved new equity awards for its Chief Executive Officer and Chief Financial Officer effective December 16, 2025. The CEO, Tim Smith, received stock options to purchase up to 17,000 shares of common stock at an exercise price of $9.40 per share, vesting in four equal 25% installments from the grant date through 18 months. The CFO, Tyler Wong, received options for up to 7,500 shares on the same terms. The committee also granted restricted stock units covering up to 2,500 shares to the CEO and 1,000 shares to the CFO, vesting in four 25% installments over 12 months from the grant date. All awards are granted under the company’s 2023 Long-Term Incentive Plan and previously filed award agreements.
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.
U.S. GoldMining Inc. (USGO) furnished a news release announcing advancements at its Whistler Gold-Copper Project in Alaska. The company attached the release as Exhibit 99.1.
The disclosure was made under Item 7.01 (Regulation FD) and is expressly stated as not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference unless specifically noted. The filing also lists the company’s securities on Nasdaq, including common stock (USGO) and warrants (USGOW) exercisable at $13.00 per share.
U.S. GoldMining Inc. (USGO) reported a corporate update via Form 8-K, noting it issued a news release about its recently completed exploration program at its 100% owned Whistler Gold-Copper Project in Alaska. The filing states the news release is furnished as Exhibit 99.1 and incorporated by reference. The company’s common stock trades on Nasdaq under USGO, and its warrants (each exercisable for one common share at an exercise price of $13.00) trade under USGOW.
U.S. GoldMining Inc. disclosed unaudited condensed consolidated interim financial statements and a management discussion and analysis covering the three and nine months ended August 31, 2025 and August 31, 2024. The documents include limited, preliminary financial information for the Company and were prepared to satisfy the parent company's reporting requirements.
The Company warns the figures are unaudited, were not prepared in U.S. GAAP format, and are subject to future adjustment because its quarter-end close for the fiscal quarter ended September 30, 2025 is not complete. As a result, actual quarterly results may materially differ from the preliminary figures and the disclosures are limited in scope and time period.
U.S. GoldMining Inc. filed a current report describing a news release about a recent site visit to its 100% owned Whistler Gold-Copper Project. The company hosted United States Congressman Nick Negich at the project on September 21, 2025, and later issued the news release on September 29, 2025.
The company states this disclosure is furnished under a communications item and is not considered filed for liability purposes under the securities laws, nor deemed material unless specifically incorporated into another filing.
U.S. GoldMining Inc., a Nevada-based company with common stock and warrants listed on the Nasdaq, furnished a current report describing a new company news release. The release announces updated results from the metallurgical test work program started earlier this year for the Whistler Gold-Copper Project.
The company furnished this information under a section that is not treated as "filed" under U.S. securities laws, meaning it is not automatically subject to certain liability provisions or incorporated into other SEC filings unless specifically referenced.
U.S. GoldMining Inc. reported that on September 12, 2025, the Compensation Committee of its Board of Directors approved a Second Amendment to the vesting conditions of certain restricted stock award agreements originally dated September 23, 2022 and first amended on May 4, 2023. These restricted stock awards were granted under the company’s 2022 Equity Incentive Plan to certain affiliates, directors and officers, including the chief executive officer. The company has made a form of this Second Amendment available as Exhibit 10.1, which is incorporated by reference.
U.S. GoldMining Inc. announced that Barry Olson has been appointed as a Special Advisor to the company, effective September 1, 2025. This new advisory role is intended to support the company’s leadership team and strategy without changing its existing board or executive officer structure as described here. The company’s common stock, with a par value of $0.001 per share, trades on Nasdaq 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.
U.S. GoldMining Inc. reported in a current report that it has issued a news release about exploration activities at its 100% owned Whistler Gold-Copper Project in Alaska for the 2025 field season. The company states that exploration is well underway at this project.
The news release, dated August 27, 2025, is attached as Exhibit 99.1 and is incorporated by reference. The company is furnishing this information under a provision that means it is not treated as formally filed for liability purposes under the Exchange Act, and it will only be incorporated into other filings if specifically referenced.
On August 11, 2025, U.S. GoldMining Inc. furnished a Regulation FD disclosure stating it issued a news release updating discussions with representatives of the State of Alaska and the Matanuska-Susitna Borough about plans to advance the West Susitna Access Project. The news release is attached as Exhibit 99.1 and the filing includes a cover page interactive data file as Exhibit 104. The company expressly states this Item 7.01 disclosure is being furnished and is not to be deemed "filed" under the Exchange Act.
Company details provided in the filing: U.S. GoldMining Inc. (incorporated in Nevada) lists common stock (ticker USGO) and warrants (ticker USGOW) on The Nasdaq Stock Market LLC, identifies itself as an emerging growth company, and the form is signed by CEO Tim Smith.