U.S. GoldMining (USGOW) shares update on Whistler Gold-Copper metallurgical tests

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

false 0001947244 0001947244 2025-09-22 2025-09-22 0001947244 USGO:CommonStockParValue0.001PerShareMember 2025-09-22 2025-09-22 0001947244 USGO:WarrantsEachWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf13.00Member 2025-09-22 2025-09-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): September 22, 2025

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 7.01 Regulation FD Disclosure.

On September 22, 2025, U.S. GoldMining Inc. (the “Company”) issued a news release announcing updated results from the metallurgical test work program which commenced earlier this year for the Whistler Gold-Copper Project. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		News Release, dated September 22, 2025
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: September 22, 2025	U.S. GOLDMINING Inc.
	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

FAQ

What did U.S. GoldMining Inc. (USGOW) report in this 8-K filing?

U.S. GoldMining Inc. reported that it issued a news release announcing updated results from metallurgical test work for the Whistler Gold-Copper Project. The filing mainly serves to furnish this news release as an exhibit for investors and regulators.

What project is referenced in U.S. GoldMining Inc.’s September 22, 2025 update?

The update references the Whistler Gold-Copper Project. The company announced updated results from metallurgical test work for this project in a news release, which is attached to the filing as Exhibit 99.1 for reference.

How does U.S. GoldMining Inc. classify the furnished information in this 8-K?

The company classifies the information as furnished, not filed, under Item 7.01. This means it is not automatically subject to Section 18 liability or incorporated into other securities law filings unless specifically referenced later.

What exhibits are attached to U.S. GoldMining Inc.’s September 22, 2025 Form 8-K?

Two exhibits are attached: Exhibit 99.1, which is the news release dated September 22, 2025, and Exhibit 104, which is the cover page interactive data file embedded within the Inline XBRL document for technical reporting purposes.

On which exchanges and under which symbols does U.S. GoldMining Inc. trade?

The company’s common stock trades on The Nasdaq Stock Market LLC under the symbol USGO. Its warrants, each exercisable for one common share at an exercise price of $13.00, trade on Nasdaq under the symbol USGOW.

Who signed U.S. GoldMining Inc.’s September 22, 2025 Form 8-K?

The Form 8-K was signed on behalf of U.S. GoldMining Inc. by Tim Smith. He signed in his capacity as Chief Executive Officer, indicating executive-level review and authorization of the furnished information and attached exhibits.