Warrant term extended one week at U.S. GoldMining (NASDAQ: USGO)

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

U.S. GoldMining Inc. entered into an amendment to its Warrant Agency Agreement with Continental Stock Transfer & Trust Company, allowing the Company, in its sole discretion, to extend the Warrants’ Termination Date.

Following this change, the Board extended the Warrants’ term from April 24, 2026 to May 1, 2026. The Warrants, each exercisable at an exercise price of $13.00 per share of common stock, will continue trading on the Nasdaq Capital Market under the symbol USGOW and may be exercised until May 1, 2026. All other warrant terms and the warrant agent remain unchanged.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Warrant exercise price: $13.00 per share Initial units issued: 2,000,000 units Original warrant termination date: April 24, 2026 +1 more

4 metrics

Warrant exercise price $13.00 per share Each Warrant to purchase one share of common stock

Initial units issued 2,000,000 units Aggregate units in initial public offering, each with one share and one Warrant

Original warrant termination date April 24, 2026 Prior Termination Date before amendment and Board extension

New warrant termination date May 1, 2026 Extended Termination Date approved by Board of Directors

Key Terms

Warrant Agency Agreement, Termination Date, Initial public offering, Global Warrant, +1 more

5 terms

Warrant Agency Agreement financial

"entered into an amendment (the “Amendment”) with Continental ... to the Warrant Agency Agreement"

Termination Date financial

"expiring on April 24, 2026 (the “Termination Date”). Pursuant to the terms of the Amendment, the Company may ... extend the duration"

Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.

Initial public offering financial

"warrant agent in connection with the Company’s initial public offering of an aggregate of 2,000,000 units"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

Global Warrant financial

"In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice"

Exercise Price financial

"deliver the executed Exercise Notice and payment of the Exercise Price pursuant to Section 2(a) of the Warrant"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Understanding 8-K Material Events →

04/23/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2026

U.S. GoldMining Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

001-41690

37-1792147

(Commission

File Number)

(IRS Employer

Identification No.)

1188 West Georgia Street, Suite 1830

Vancouver, BC, Canada, V6E 4A2

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (604) 388-9788

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	USGO	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00	USGOW	The Nasdaq Stock Market LLC

Item 1.01 Entry into a Material Definitive Agreement.

On April 23, 2026, U.S. GoldMining Inc. (the “Company”) entered into an amendment (the “Amendment”) with Continental (as defined below) to the Warrant Agency Agreement (the “Agency Agreement”), dated as of March 9, 2023, by and between the Continental Stock Transfer & Trust Company, as warrant agent ( “Continental” ), in connection with the Company’s initial public offering of units, each consisting of (i) one share of common stock, par value $0.001 per share (the “Common Stock”), and (ii) one warrant (each, a “Warrant”) to purchase one share of Common Stock, at an exercise price of $13.00 per share and expiring on April 24, 2026 (the “Termination Date”).

Pursuant to the terms of the Amendment, the Company may, in its sole discretion, extend the duration of the Warrants by delaying the Termination Date. All other terms of the Agency Agreement remain unchanged.

The description of the terms of the Amendment above does not purport to be complete and are qualified in its entirety by reference to the Amendment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

On April 22, 2026, following the effective date of the Amendment, the Board of Directors of the Company approved the extension of the term of the Warrants from April 24, 2026, to May 1, 2026. The Warrants shall continue trading on the Nasdaq Capital Market under the symbol “USGOW” until May 1, 2026, and may be exercised until such date. All other terms of the Warrants remain unchanged. Continental shall remain as warrant agent with respect to the Warrants pursuant to the terms of the Agency Agreement, as amended by the Amendment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Amendment to Warrant Agency Agreement, dated as of April 23, 2026, by and between U.S. GoldMining Inc. and Continental Stock Transfer & Trust Company, as warrant agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 23, 2026	U.S. GOLDMINING Inc.

	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

Exhibit 99.1

Amendment Agreement

This Amendment Agreement (this “Amendment”), dated as of April 23, 2026, is by and between U.S. GoldMining Inc., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”).

WITNESSETH

Whereas, the Company and the Warrant Agent are party to that certain Warrant Agency Agreement, dated as of March 9, 2023 (the “Agency Agreement”), pursuant to which the Warrant Agent agreed to serve as the warrant agent in connection with the Company’s initial public offering of an aggregate of 2,000,000 units (each a “Unit” and collectively, the “Units”), with each Unit consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and one warrant to purchase one share of Common Stock (each a “Warrant” and collectively, the “Warrants”), pursuant to an effective registration statement, as amended on Form S-1 (File No. 333-269693);

WHEREAS, pursuant to Section 20(a) of the Agency Agreement, the Company and the Warrant Agent may from time to time supplement or amend the Agency Agreement without the approval of any holders of Warrants, to make any provisions with regard to matters or questions arising thereunder which the Company and the Warrant Agent may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Warrants in any material respect;

Whereas, the Company and the Warrant Agent desire to amend certain provisions of the Agency Agreement as set forth herein;

Now, therefore, in consideration of the premises and mutual covenants and obligations hereinafter set forth, the parties hereto, intending legally to be bound, hereby agree as follows:

Amendment.

(i)

Section 7(a) of the Agency Agreement is hereby amended and restated in its entirety as follows (emphasis added):

“(a) The Warrants shall be exercisable commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Termination Date; provided, that, the Company, in its sole discretion, may extend the duration of the Warrants by delaying the Termination Date. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon providing the items required by Section 7(c) below to the Warrant Agent at the principal office of the Warrant Agent or to the office of one of its agents as may be designated by the Warrant Agent from time to time. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and payment of the Exercise Price pursuant to Section 2(a) of the Warrant. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price.”

Counterparts; Facsimile Execution. This Amendment may be executed in one or more counterparts (including by electronic mail, in PDF or by DocuSign or similar electronic signature), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Governing Law. THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING GOVERNING LAW SET FORTH IN SECTION 23 OF THE AGENCY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

Terms and Conditions of the Agency Agreement; Warrants. Except as modified and amended herein, all of the terms and conditions of the Agency Agreement and the Warrants shall remain in full force and effect.

[Signature pages follow immediately.]

[Signature Page to Amendment]

In witness whereof, the undersigned has executed and delivered this Amendment Agreement as of the date first above written.

	Company:

	U.S. GoldMining Inc.

	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

	Warrant Agent:

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY

	By:	/s/ Steven Vacante
	Name:	Steven Vacante
	Title:	Vice President

Source: View Original Filing on SEC EDGAR

FAQ

What did U.S. GoldMining Inc. (USGO) change about its warrants?

U.S. GoldMining amended its Warrant Agency Agreement to allow the Company, in its sole discretion, to extend the Warrants’ Termination Date. After this change, the Board extended the warrant expiration from April 24, 2026 to May 1, 2026, leaving all other terms unchanged.

When do U.S. GoldMining (USGO) warrants now expire and where do they trade?

The Warrants now expire on May 1, 2026. They will continue trading on the Nasdaq Capital Market under the symbol USGOW until that date, and holders may exercise them up to and including May 1, 2026, under the existing warrant terms.

What is the exercise price of U.S. GoldMining (USGO) warrants?

Each Warrant entitles the holder to purchase one share of U.S. GoldMining common stock at an exercise price of $13.00 per share. This exercise price was set in connection with the Company’s initial public offering of units and remains unchanged under the amendment.

Who serves as warrant agent for U.S. GoldMining (USGO) warrants?

Continental Stock Transfer & Trust Company serves as warrant agent for the Warrants under the Warrant Agency Agreement. The amendment confirms Continental will remain in this role, administering exercises and related processes pursuant to the agreement as amended.

How many units were issued with warrants in U.S. GoldMining’s IPO?

In its initial public offering, U.S. GoldMining issued an aggregate of 2,000,000 units. Each unit consisted of one share of common stock and one Warrant to purchase one share of common stock under the Warrant Agency Agreement referenced in the amendment.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 24.6 KB