U.S. GoldMining Inc.'s filings document a Nevada mineral exploration company with common stock and warrants traded on Nasdaq and a primary focus on the Whistler Gold-Copper Project in Alaska. Form 8-K reports furnish exploration news, S-K 1300 and NI 43-101 technical-report disclosures, and unaudited financial information included in GoldMining Inc. parent-company materials.
Other filings cover warrant agency agreement amendments, warrant term and trading disclosures for USGOW, annual meeting proxy matters, director elections, auditor ratification, exhibit consents from qualified persons, and routine public-company reporting items such as Regulation FD exhibits, governance and capital-structure records.
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.
USGO amends its ATM prospectus to set a new maximum offering amount of up to $2,116,998.60 of Common Stock.
The supplement reduces the size of shares available under the Sales Agreement with H.C. Wainwright & Co. It states prior ATM sales totaled $10,723,983 and reports a public float of $44,713,619.28 based on 3,304,776 shares at $13.53 per share as of May 5, 2026. After prior sales and the Form S-3 instruction limit, the company may still offer up to $5,906,045.76 under General Instruction I.B.6 of Form S-3. The supplement notes the Nasdaq last sale price of $8.06 on June 25, 2026.
U.S. GoldMining Inc. Chief Executive Officer Timothy Robert Smith exercised equity awards rather than trading stock on the open market. On June 16, 2026, he converted 625 Restricted Stock Units into 625 shares of Common Stock, at a stated price of $0.00 per share, as part of a vesting award.
Following this transaction, he directly holds 57,250 shares of Common Stock and 1,250 Restricted Stock Units. The footnotes note that he was granted 2,500 Restricted Stock Units on December 16, 2025, vesting in four equal installments over twelve months from the grant date.
U.S. GoldMining Inc. director Sherlock Ross Lawrence exercised equity awards to receive additional common shares. On June 16, 2026, he acquired 250 shares of common stock through the exercise of 250 Restricted Stock Units. After this, he directly held 1,500 common shares and 500 Restricted Stock Units, which are part of a 1,000-unit grant awarded on December 16, 2025 that vests in four equal quarterly installments.
U.S. GoldMining Inc. director Alastair Charles Still exercised 750 Restricted Stock Units into 750 shares of common stock at a stated price of $0.00 per share. Following this transaction, he holds 119,700 shares of common stock and 1,500 Restricted Stock Units directly.
U.S. GoldMining Inc. director Lisa Jean Wade exercised equity awards to acquire additional shares. On June 16, 2026, she exercised derivative securities tied to 250 shares of Common Stock at an exercise price of $0.00 per share, increasing her direct Common Stock holdings to 1,500 shares.
The transaction stemmed from previously granted Restricted Stock Units (RSUs), each representing the right to receive one share of Common Stock at settlement. Following this event, she held 500 RSUs directly, from an original grant of 1,000 RSUs that vest in four equal quarterly installments beginning three months after the December 16, 2025 grant date.
U.S. GoldMining Inc.’s Chief Financial Officer Tyler Michael Wong exercised Restricted Stock Units into common stock. He acquired 250 shares of common stock through a derivative exercise at a stated price of $0.00 per share, bringing his direct holdings to 1,500 common shares and 500 Restricted Stock Units.
U.S. GoldMining Inc. director Laura Schmidt exercised 250 Restricted Stock Units into 250 shares of common stock on June 16, 2026. These units are part of a 1,000-unit grant from December 16, 2025 that vests in four equal quarterly installments. Following the transaction, she directly holds 1,883 common shares and 500 remaining Restricted Stock Units, reflecting routine equity compensation rather than an open-market trade.
U.S. GoldMining Inc. director Dawson Garnet Linn exercised derivative awards related to Restricted Stock Units into common stock. On June 16, 2026, 250 shares of common stock were acquired through an option-style exercise at $0.00 per share, bringing direct common stock holdings to 21,500 shares and remaining Restricted Stock Units to 500.
U.S. GoldMining Inc. director Aleksandra Bukacheva exercised restricted stock units into common stock as part of her equity compensation. On June 16, 2026, she converted 250 Restricted Stock Units into 250 shares of Common Stock at a stated price of $0.00 per share, increasing her direct common share holdings to 2,500 shares. The derivative transaction left her with 500 Restricted Stock Units outstanding.
Footnotes explain that each Restricted Stock Unit settles into one share of common stock and that she was granted 1,000 Restricted Stock Units on December 16, 2025, vesting in four equal 25% installments every three months from the grant date. The filing shows compensation-related equity vesting and exercises, with no open‑market purchases or sales reported.