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. (USGO) reporting person Aleksandra Bukacheva, a company director, reported acquisition and vesting activity related to restricted stock units and common shares. The filing shows 250 restricted stock units became vested/settled, resulting in an acquisition of 250 common shares on 09/22/2025 and bringing the reporting persons total beneficial ownership to 1,750 common shares. The RSUs were originally granted on December 20, 2024 for 1,000 units and vest in four equal installments over 12 months (25% at 3, 6, 9 and 12 months from the grant date). Each RSU converts into one share at settlement.
Ross Sherlock, a director of U.S. GoldMining Inc. (symbol: USGOW), reported the vesting and settlement of Restricted Stock Units that resulted in an acquisition of common stock. On 09/22/2025 the reporting person received 250 shares of common stock upon settlement of Restricted Stock Units, increasing his beneficial ownership to 750 shares. The Form 4 discloses that the RSUs were originally granted on December 20, 2024 as a grant of 1,000 units that vest in four equal quarterly installments (25% at 3, 6, 9 and 12 months from the grant date). The transaction was reported on 09/23/2025 and the reporting person filed as an individual reporting person who is a director.
Insider transaction report: Lisa Wade, a director of U.S. GoldMining Inc. (symbol USGOW), reported acquisition and vesting activity tied to restricted stock units. The filing shows 250 Restricted Stock Units converted/settled into 250 shares of common stock with a zero price, and a reported acquisition of 250 shares on September 22, 2025, bringing her total directly held common stock to 750 shares following the transaction. The RSU grant referenced was originally 1,000 units granted December 20, 2024, vesting in four equal quarterly installments.
Laura Schmidt, a director of U.S. GoldMining Inc., reported two transactions in September 2025. On 09/22/2025 she acquired 250 shares of common stock. On 09/20/2025 she reported acquisition of 250 Restricted Stock Units (each unit represents the right to one share) granted on 12/20/2024 as part of a 1,000-RSU award that vests in four equal quarterly installments. After these reported transactions she beneficially owns 1,133 shares of common stock. The RSUs have a $0 exercise/issuance price listed and vest per the disclosed schedule.
Insider transaction summary: This Form 4 shows that Garnet Dawson (listed as "Dawson Garnet Linn" at the provided Vancouver address) filed as a director of U.S. GoldMining Inc. (ticker USGOW). The earliest transaction date reported is 09/20/2025. The filing records acquisition activity: 250 restricted stock units were reported in Table II (grant/exercise details show 250 underlying shares with $0 price) and a separate non-derivative entry shows 250 common shares acquired on 09/22/2025 (transaction code M). Following the reported transactions, the reporting person beneficially owns 20,750 shares. The filing also discloses a prior grant of 1,000 restricted stock units on 12/20/2024 that vest in four equal installments over 12 months from the grant date.
Alastair Charles Still, a director of U.S. GoldMining Inc. (USGO), reported the settlement of Restricted Stock Units resulting in ownership of additional common shares. The filing shows a transaction dated 09/22/2025 in which 750 shares were acquired upon settlement of Restricted Stock Units. Following the reported transaction, the reporting person beneficially owns 109,850 shares. The RSUs originated from a grant on 12/20/2024 for 3,000 Restricted Stock Units that vest in four equal installments (25% at 3, 6, 9 and 12 months after the grant date). The Form 4 is signed by the reporting person on 09/23/2025.
U.S. GoldMining Inc., a Nevada-based company with common stock and warrants listed on the Nasdaq, furnished a current report describing a new company news release. The release announces updated results from the metallurgical test work program started earlier this year for the Whistler Gold-Copper Project.
The company furnished this information under a section that is not treated as "filed" under U.S. securities laws, meaning it is not automatically subject to certain liability provisions or incorporated into other SEC filings unless specifically referenced.
U.S. GoldMining Inc. reported that on September 12, 2025, the Compensation Committee of its Board of Directors approved a Second Amendment to the vesting conditions of certain restricted stock award agreements originally dated September 23, 2022 and first amended on May 4, 2023. These restricted stock awards were granted under the company’s 2022 Equity Incentive Plan to certain affiliates, directors and officers, including the chief executive officer. The company has made a form of this Second Amendment available as Exhibit 10.1, which is incorporated by reference.
U.S. GoldMining Inc. reported that on September 12, 2025, the Compensation Committee of its Board of Directors approved a Second Amendment to the vesting conditions of certain restricted stock award agreements originally dated September 23, 2022 and first amended on May 4, 2023. These restricted stock awards were granted under the company’s 2022 Equity Incentive Plan to certain affiliates, directors and officers, including the chief executive officer. The company has made a form of this Second Amendment available as Exhibit 10.1, which is incorporated by reference.
U.S. GoldMining Inc. announced that Barry Olson has been appointed as a Special Advisor to the company, effective September 1, 2025. This new advisory role is intended to support the company’s leadership team and strategy without changing its existing board or executive officer structure as described here. The company’s common stock, with a par value of $0.001 per share, trades on Nasdaq under the symbol USGO, and its warrants, each exercisable for one share of common stock at an exercise price of $13.00, trade under the symbol USGOW.
U.S. GoldMining Inc. reported in a current report that it has issued a news release about exploration activities at its 100% owned Whistler Gold-Copper Project in Alaska for the 2025 field season. The company states that exploration is well underway at this project.
The news release, dated August 27, 2025, is attached as Exhibit 99.1 and is incorporated by reference. The company is furnishing this information under a provision that means it is not treated as formally filed for liability purposes under the Exchange Act, and it will only be incorporated into other filings if specifically referenced.