GoldMining Inc. (USGO holder) exercises 122,490 warrants into U.S. GoldMining shares

Rhea-AI Filing Summary

GoldMining Inc., a ten percent owner of U.S. GoldMining Inc., exercised warrants to acquire 122,490 shares of common stock at an exercise price of $13.00 per share. Following the exercise, its direct common stock holdings increased to 10,000,751 shares, and the exercised warrant position was reduced to zero.

Insider Trade Summary

122,490 shares exercised/converted

Mixed 2 txns

Insider GoldMining Inc.

Role null

Type	Security	Shares	Price	Value
X	Warrant (right to buy)	122,490	$0.00	--
X	Common Stock	122,490	$13.00	$1.59M

Holdings After Transaction: Warrant (right to buy) — 0 shares (Direct, null); Common Stock — 10,000,751 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Warrants exercised: 122,490 shares Exercise price: $13.00 per share Common shares after transaction: 10,000,751 shares +1 more

4 metrics

Warrants exercised 122,490 shares Warrants converted into common stock on 2026-05-15

Exercise price $13.00 per share Exercise price of warrants to buy common stock

Common shares after transaction 10,000,751 shares GoldMining Inc. direct holdings following exercise

Warrants remaining 0 warrants Derivative position following the reported exercise

Key Terms

Warrant (right to buy), in-the-money derivative exercise, ten percent owner

3 terms

Warrant (right to buy) financial

"security_title": "Warrant (right to buy)""

in-the-money derivative exercise financial

"transaction_action": "in-the-money derivative exercise""

ten percent owner financial

""is_ten_percent_owner": 1"

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

GoldMining Inc.

(Last) (First) (Middle)

1830 - 1188 W. GEORGIA STREET

(Street)

VANCOUVER V6E 4A2

(City) (State) (Zip)

BRITISH COLUMBIA, CANADA

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

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

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

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	05/15/2026		X		122,490	A	$13(1)	10,000,751	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)	05/15/2026		X			122,490	04/24/2023	05/22/2026	Common Stock	122,490	$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/ Pat Obara	05/19/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did GoldMining Inc. report for USGO?

GoldMining Inc. reported exercising warrants to acquire 122,490 shares of U.S. GoldMining Inc. common stock. The warrants were exercised at an exercise price of $13.00 per share, converting a derivative position into additional direct common stock ownership.

How many U.S. GoldMining (USGO) shares does GoldMining Inc. hold after this Form 4?

After the reported transaction, GoldMining Inc. holds 10,000,751 shares of U.S. GoldMining Inc. common stock. This figure reflects its direct ownership immediately following the exercise of 122,490 warrants into common shares.

What was the exercise price of the warrants in the USGO Form 4?

The warrants were exercised at an exercise price of $13.00 per share. This price applied to 122,490 warrants, each giving the right to purchase one share of U.S. GoldMining Inc. common stock upon exercise.

What happened to GoldMining Inc.’s warrant position in U.S. GoldMining (USGO)?

GoldMining Inc.’s reported warrant position fell to zero after exercising 122,490 warrants. Those warrants were converted into an equal number of U.S. GoldMining Inc. common shares at an exercise price of $13.00 per share.

Who is the reporting person in this U.S. GoldMining (USGO) Form 4 filing?

The reporting person is GoldMining Inc., identified as a ten percent owner of U.S. GoldMining Inc. common stock. The Form 4 reflects its direct ownership and the warrant exercise increasing its common share holdings.