U.S. GoldMining (USGO) director exercises warrants for 100 shares at $13

Rhea-AI Filing Summary

U.S. GoldMining Inc. director Alastair Charles Still exercised warrants to acquire additional common shares. On the reported date, he exercised warrants covering 100 shares of common stock at an exercise price of $13.00 per share, receiving 100 common shares. Following this in-the-money derivative exercise, his directly held common stock position increased to 110,700 shares.

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)
03/06/2026

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	03/06/2026		X		100	A	$13(1)	110,700	D

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)	03/06/2026		X			100	04/24/2023	04/24/2026	Common Stock	100	$0	0	D

Explanation of Responses:

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

	/s/ Alastair Still	03/09/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

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

Alastair Charles Still reported exercising warrants for 100 U.S. GoldMining common shares at an exercise price of $13.00 per share. This in-the-money derivative exercise converted warrants into stock and increased his directly held common share ownership to 110,700 shares.

How many U.S. GoldMining (USGO) shares did Alastair Charles Still acquire in this Form 4?

The Form 4 shows Alastair Charles Still acquiring 100 shares of U.S. GoldMining common stock through an in-the-money warrant exercise. These shares came from converting existing warrants, not an open-market purchase, and brought his direct common stock holdings to 110,700 shares.

What was the exercise price of the U.S. GoldMining (USGO) warrants exercised by Alastair Charles Still?

The warrants exercised by Alastair Charles Still had an exercise price of $13.00 per U.S. GoldMining common share. He exercised warrants covering 100 shares, converting them into 100 common shares at that price, as described in the accompanying Form 4 transaction footnote.

How did Alastair Charles Still’s U.S. GoldMining (USGO) share ownership change after the warrant exercise?

After exercising warrants for 100 common shares, Alastair Charles Still’s directly held U.S. GoldMining common stock position increased to 110,700 shares. The Form 4 lists this figure as the total shares of common stock owned directly following the reported derivative and non-derivative transactions.

Was Alastair Charles Still’s U.S. GoldMining (USGO) transaction a market purchase or a warrant exercise?

The transaction was a warrant exercise, not an open-market purchase. The Form 4 identifies code “X” and describes it as an exercise of in-the-money derivative securities, converting warrants with a $13.00 per share exercise price into 100 shares of U.S. GoldMining common stock.