U.S. Goldmining Inc. SEC Filings

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 Post-Effective Amendment converting its prior Form S-1 into a Form S-3 to register 1,732,259 shares of Common Stock issuable upon exercise of outstanding warrants issued in its IPO. Each Warrant is exercisable at $13.00 per share and expires on April 24, 2026. The filing states 13,322,893 shares outstanding as of April 15, 2026 and a pro forma total of 15,055,152 shares if all Warrants are exercised. If all Warrants are exercised for cash, gross proceeds would be approximately $22.5M; the company says proceeds would be used for general corporate and working capital purposes.

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. is a Nevada‑incorporated, exploration‑stage company whose sole asset is the Whistler gold‑copper project in Alaska’s Yentna Mining District, about 170 km northwest of Anchorage. The company has no mineral reserves and its future depends on successfully advancing this project.

U.S. GoldMining completed a 2023 IPO of 2,000,000 units at $10.00 each for gross proceeds of $20,000,000, with each unit including a warrant exercisable at $13.00. As of March 20, 2026, there were 13,322,293 common shares outstanding, and GoldMining Inc. held about 74.2% of the stock, keeping U.S. GoldMining a controlled company.

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. Chief Financial Officer Tyler Michael Wong exercised restricted stock units that convert into common shares. He exercised 250 Restricted Stock Units, receiving 250 shares of common stock at an exercise price of $0.00 per share.

After these transactions, he directly holds 750 Restricted Stock Units and 1,250 shares of common stock. The RSUs come from a 1,000-unit grant dated December 16, 2025, which vests in four equal installments over 12 months from the grant date.

U.S. GoldMining Inc. director Lisa Jean Wade exercised 250 Restricted Stock Units into 250 shares of common stock on March 16, 2026. After the transactions, she directly holds 1,250 common shares and 750 Restricted Stock Units. The RSUs come from a 1,000-unit grant made on December 16, 2025 that vests in four equal quarterly installments.