U.S. GoldMining (USGO) director’s entity exercises 7,500-share warrant block

Rhea-AI Filing Summary

U.S. GoldMining Inc. director Alastair Charles Still, through AC Still Management Inc., exercised warrants to acquire common shares. AC Still Management Inc. exercised warrants for 7,500 shares of common stock at an exercise price of $13.00 per share. Following the exercise, indirect holdings reported for Mr. Still increased to 118,200 shares of common stock held through this controlled entity.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Still Alastair Charles

(Last) (First) (Middle)

1830 - 1188 W. GEORGIA STREET

(Street)

VANCOUVER A1 V6E 4A2

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
U.S. GoldMining Inc. [ USGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/12/2026		X		7,500	A	$13(1)	118,200	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	$13(1)	03/12/2026		X			7,500	04/24/2023	04/24/2026	Common Stock	7,500	$0	0	I	See Footnote(2)

Explanation of Responses:

1. Represents the exercise of warrants to purchase common stock at an exercise price of $13.00 per share.

2. Such securities are held by AC Still Management Inc., a company controlled by Mr. Still.

	/s/ Alastair Still	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did U.S. GoldMining (USGO) report for Alastair Charles Still?

U.S. GoldMining reported that AC Still Management Inc., controlled by director Alastair Charles Still, exercised warrants for 7,500 common shares at $13.00 per share. This was an in-the-money derivative exercise, moving exposure from warrants into directly held stock.

How many U.S. GoldMining (USGO) shares are indirectly held after this Form 4?

After the reported transaction, 118,200 shares of U.S. GoldMining common stock are indirectly held through AC Still Management Inc. The Form 4 shows this as the total indirect ownership following the warrant exercise, replacing the previously held derivative position.

Was the U.S. GoldMining (USGO) Form 4 a buy or an exercise of warrants?

The Form 4 reflects an exercise of warrants, not an open-market buy. AC Still Management Inc. exercised derivative securities to acquire 7,500 U.S. GoldMining common shares at $13.00 per share, converting a warrant position into actual stock ownership.

Who actually holds the U.S. GoldMining (USGO) shares from this transaction?

The shares from this transaction are held by AC Still Management Inc., a company controlled by Alastair Charles Still. The filing reports this as indirect ownership for Mr. Still, with the entity holding voting and investment power over the common shares.

Did Alastair Charles Still sell any U.S. GoldMining (USGO) shares in this Form 4?

The Form 4 does not report any sales of common stock. It shows an in-the-money exercise of warrants into 7,500 common shares, leaving a reported indirect ownership of 118,200 shares after the transaction, with no disposition of shares disclosed.