Welcome to our dedicated page for U.S. Goldmining SEC filings (Ticker: USGO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. director Laura Schmidt reported new equity awards dated 12/16/2025. She received stock options for 9,000 shares of common stock with an exercise price of $9.4 per share, exercisable beginning 06/16/2027 and expiring on 12/16/2030. She also received 1,000 Restricted Stock Units (RSUs), each representing the right to one share of common stock at settlement. These RSUs vest in four equal 25% installments, occurring 3, 6, 9, and 12 months after December 16, 2025.
U.S. GoldMining Inc. reported that its board compensation committee approved new equity awards for its Chief Executive Officer and Chief Financial Officer effective December 16, 2025. The CEO, Tim Smith, received stock options to purchase up to 17,000 shares of common stock at an exercise price of $9.40 per share, vesting in four equal 25% installments from the grant date through 18 months. The CFO, Tyler Wong, received options for up to 7,500 shares on the same terms. The committee also granted restricted stock units covering up to 2,500 shares to the CEO and 1,000 shares to the CFO, vesting in four 25% installments over 12 months from the grant date. All awards are granted under the company’s 2023 Long-Term Incentive Plan and previously filed award agreements.
U.S. GoldMining Inc. updated its at-the-market equity program by filing a prospectus supplement that increases the maximum number of common shares issuable under its existing At The Market Offering Agreement with H.C. Wainwright & Co., LLC.
Effective December 12, 2025, Laurentian Bank Securities Inc. and Roth Capital Partners, LLC were terminated as co-agents, while Ventum Financial Corp. and Stifel, Nicolaus & Company, Incorporated joined as new co-agents. The company also filed an opinion from Haynes and Boone, LLP on the legality of issuing and selling these shares.
U.S. GoldMining Inc. (USGO) reported a narrower quarterly loss and boosted liquidity via its at-the-market (ATM) equity program. For the three months ended September 30, 2025, net loss was $2,814,623, or $0.22 per share, improving from $4,345,749, or $0.35 per share, a year ago. The improvement reflected lower exploration spend of $2,095,409 versus $3,911,335, partly offset by higher general and administrative expenses of $699,855 versus $477,869.
For the nine months, net loss was $5,011,239, or $0.40 per share, versus $6,795,401, or $0.55 per share. Cash and cash equivalents were $3,289,803 as of September 30, 2025, with working capital of $3,223,888. The company sold 308,282 shares under its ATM in Q3 for gross proceeds of $3,054,072 and 419,704 shares year‑to‑date for $4,176,325, paying 2.5% commissions. A September 30, 2025 prospectus supplement increased ATM capacity by $7.6 million. Subsequent to quarter‑end, it sold 380,891 additional shares for $5,060,416.
Shares outstanding were 12,889,004 as of September 30, 2025. As context, the company reported 13,273,195 shares outstanding as of November 13, 2025. Warrants outstanding totaled 1,740,992 at a $13.00 exercise price.
U.S. GoldMining Inc. (USGO) furnished a news release announcing advancements at its Whistler Gold-Copper Project in Alaska. The company attached the release as Exhibit 99.1.
The disclosure was made under Item 7.01 (Regulation FD) and is expressly stated as not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference unless specifically noted. The filing also lists the company’s securities on Nasdaq, including common stock (USGO) and warrants (USGOW) exercisable at $13.00 per share.
U.S. GoldMining Inc. (USGO) reported a corporate update via Form 8-K, noting it issued a news release about its recently completed exploration program at its 100% owned Whistler Gold-Copper Project in Alaska. The filing states the news release is furnished as Exhibit 99.1 and incorporated by reference. The company’s common stock trades on Nasdaq under USGO, and its warrants (each exercisable for one common share at an exercise price of $13.00) trade under USGOW.
U.S. GoldMining Inc. disclosed unaudited condensed consolidated interim financial statements and a management discussion and analysis covering the three and nine months ended August 31, 2025 and August 31, 2024. The documents include limited, preliminary financial information for the Company and were prepared to satisfy the parent company's reporting requirements.
The Company warns the figures are unaudited, were not prepared in U.S. GAAP format, and are subject to future adjustment because its quarter-end close for the fiscal quarter ended September 30, 2025 is not complete. As a result, actual quarterly results may materially differ from the preliminary figures and the disclosures are limited in scope and time period.
US Gold Corp. is updating its at-the-market stock offering program so it may offer and sell common stock with an aggregate offering price of $7,645,000 through H.C. Wainwright & Co. and other sales agents under an existing sales agreement. This cap is based on General Instruction I.B.6 of Form S-3 and reflects the company’s current public float.
The company has already sold approximately $4,779,560 of common stock under this program during the past 12 months, which is not included in the new $7,645,000 capacity. As of this supplement, public float was about $37,275,575, calculated from 2,819,635 non-affiliate shares at $13.22 per share as of September 26, 2025. The common stock and related warrants trade on the Nasdaq Capital Market under the symbols USGO and USGOW, with last reported prices of $12.64 and $1.64 on September 29, 2025.
U.S. GoldMining Inc. filed a current report describing a news release about a recent site visit to its 100% owned Whistler Gold-Copper Project. The company hosted United States Congressman Nick Negich at the project on September 21, 2025, and later issued the news release on September 29, 2025.
The company states this disclosure is furnished under a communications item and is not considered filed for liability purposes under the securities laws, nor deemed material unless specifically incorporated into another filing.
Tyler Michael Wong, Chief Financial Officer of U.S. GoldMining Inc. (USGO), reported the conversion and settlement of restricted stock units into common shares. The filing shows a transaction coded "M" on 09/22/2025 that added 250 common shares following the deemed conversion of restricted stock units. Table disclosures show 250 Restricted Stock Units tied to that conversion and indicate the reporting person beneficially owns 750 common shares following the reported transaction(s). The form also explains the original grant of 1,000 Restricted Stock Units on 12/20/2024, which vest in four equal installments of 25% at 3, 6, 9 and 12 months from the grant date.