Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________to _______ Commission File Number: 001-41690 U.S. GOLDMINING INC. (Exact name of registrant as specified in its charter) Nevada 37-1792147 (State or other jurisdictio ...

Core Viewpoint - U.S. GoldMining Inc. supports President Trump's Executive Order aimed at increasing domestic mineral production, particularly copper and gold, highlighting the strategic importance of the Whistler Gold-Copper Project in Alaska [1][3][4]. Group 1: Executive Orders and Policy Impact - The recent Executive Order titled "Immediate Measures to Increase American Mineral Production" directs government agencies to facilitate domestic mineral production, emphasizing the importance of copper and gold for energy security and economic stability [1]. - This follows an earlier Executive Order from January 20, 2025, aimed at maximizing the development of natural resources in Alaska and expediting permitting processes for mining projects [2]. Group 2: Whistler Gold-Copper Project - The Whistler Project has estimated Indicated Resources of over 1 billion pounds of copper and almost 4 million ounces of gold, with Inferred Resources of 0.3 billion pounds of copper and 3.3 million ounces of gold, positioning it as a valuable asset for U.S. mineral independence [3][4]. - The total mineral resource estimate for the Whistler Project includes 294 million tonnes at 0.68 g/t AuEq for 6.48 million ounces AuEq Indicated, and 198 million tonnes at 0.65 g/t AuEq for 4.16 million ounces AuEq Inferred [9]. Group 3: Market Context and Future Outlook - The policy shift is expected to provide tailwinds for responsible resource development in Alaska, coinciding with record high commodity prices for gold, copper, and silver [4]. - The company aims to advance the Whistler Project while collaborating with federal and state agencies to strengthen domestic supply chains [4].

ANCHORAGE, Alaska, Feb. 10, 2025 /PRNewswire/ - U.S. GoldMining Inc. (NASDAQ: USGO) ("U.S. GoldMining" or the "Company") is pleased to announce new assay results from the 2024 confirmatory diamond core drilling program completed at the Whistler Gold-Copper Project (the "Project") in Alaska, U.S.A. Figure 1 - Location map of the northern Project highlighting the Whistler and Raintree Deposits. Raintree Deposit lies within the broader Raintree Prospect area located approximately 1 kilometer east of the W ...

Accessibility Statement Skip Navigation Tim Smith, Chief Executive Officer of U.S. GoldMining, commented: "As a follow-up to the high-grade previously intersected in the western portion of the Whistler Deposit (WH24-02: 120 m at 1.00 g/t AuEq), WH24-04 was drilled to further delineate and target a potential extension of this high-grade zone, with the goal of further upgrading the existing mineral resource profile of the Project. The assays returned for WH24-04, which exceed the grades seen in prior drilli ...

ANCHORAGE, Alaska, Jan. 27, 2025 /PRNewswire/ - U.S. GoldMining Inc. (NASDAQ: USGO) ("U.S. GoldMining" or the "Company") applauds the Executive Order, "Unleashing Alaska's Extraordinary Resource Potential", signed by the President of the United States on January 20, 2025. U.S. GoldMining believes this broad ranging initiative has the potential to significantly benefit the mining industry and the state of Alaska by fostering new investments, streamlining the resource development permitting process, and ultim ...

ANCHORAGE, Alaska, Dec. 17, 2024 /PRNewswire/ - U.S. GoldMining Inc. (NASDAQ: USGO) ("U.S. GoldMining" or the "Company") is pleased to issue the following letter from its Chairman, Alastair Still, to provide a year-end update highlighting the key achievements and progress made in 2024 on our 100% owned Whistler Gold-Copper Project in Alaska ("Whistler" or the "Project") located 105 miles from Anchorage, Alaska, U.S.A. Dear Fellow Shareholders, U.S. GoldMining Inc. - Recapping a Transformative Year As 2024 d ...

ANCHORAGE, Alaska, Nov. 18, 2024 /PRNewswire/ - U.S. GoldMining Inc. (NASDAQ: USGO) ("U.S. GoldMining" or the "Company") is pleased to announce new assay results from the 2024 confirmatory diamond core drilling program completed at the Whistler Gold-Copper Project (the "Project") in Alaska, U.S.A. The results reported in this news release will highlight WH24-02, which was drilled from within the Whistler Deposit (the "Deposit").Selected Highlights: Figure 1 Location map of the northern Whistler Project ...

Financial Performance - For the three months ended September 30, 2024, the company recorded a net loss of $4,345,749 (or $0.35 per share), compared to a net loss of $3,160,702 (or $0.25 per share) for the same period in 2023, reflecting an increase in exploration costs [103]. - For the nine months ended September 30, 2024, the net loss was $6,795,401, a decrease of $308,880 compared to a net loss of $7,104,281 for the same period in 2023 [110]. Exploration Activities - Exploration expenses for the three months ended September 30, 2024, totaled $3,911,335, up from $2,506,032 in the same period of 2023, primarily due to the ongoing exploration program at the Whistler Project [105]. - The company completed four confirmatory drill holes totaling 2,234 meters in the 2023 Phase 1 Drilling Program at the Whistler Project, which was paused for winter break [94]. - Initial results from the 2023 drilling program confirmed a high-grade core at the Whistler deposit, with the best intercept being 547 meters at 1.06 grams per tonne (g/t) gold equivalent (AuEq) [95]. - The 2024 exploration program aims to further delineate and extend areas of high-grade mineralization at the Whistler Project, with drilling recommencing on June 27, 2024 [98]. - The company announced an updated mineral resource estimate for the Whistler Project, which included a 117% increase in indicated classified resources [100]. - The company plans to continue its exploration activities and is focused on obtaining necessary operational and environmental licenses for the Whistler Project [84]. Expenses and Cash Flow - General and administrative expenditures for the three months ended September 30, 2024, were $477,869, a decrease from $822,730 in the same period of 2023 [106]. - Exploration expenses for the nine months ended September 30, 2024, totaled $5,249,235, an increase of $1,996,678 from $3,252,557 in the same period of 2023 [111]. - General and administrative expenses decreased to $1,793,880 for the nine months ended September 30, 2024, down from $4,140,601 in the same period of 2023, a reduction of $2,346,721 [113]. - Depreciation expenses increased to $90,157 for the nine months ended September 30, 2024, compared to $12,743 for the same period in 2023, an increase of $77,414 [114]. - As of September 30, 2024, cash and cash equivalents were $4,401,101, down from $11,203,893 as of December 31, 2023 [116]. - Current liabilities increased to $665,859 as of September 30, 2024, compared to $475,378 as of December 31, 2023 [119]. - Net cash used in operating activities during the nine months ended September 30, 2024, was $6,640,446, a decrease from $6,903,791 in the same period of 2023 [123]. - Net cash used in investing activities was $171,835 for the nine months ended September 30, 2024, compared to $979,523 in the same period of 2023 [125]. - Net cash provided by financing activities was $10,202 for the nine months ended September 30, 2024, significantly lower than $21,267,418 in the same period of 2023 [126]. Agreements and Obligations - The company filed a shelf registration statement covering the offering of up to $40 million in various securities, including common stock, and entered into an At The Market Offering Agreement for the sale of up to $5.5 million in common stock [101]. - As of September 30, 2024, the company had not sold any shares under the At The Market Program, but subsequently sold 45,699 shares for gross proceeds of $476,609 [102]. - The company is required to make annual land payments of $230,605 in 2024 to keep the Whistler Project in good standing [127]. - The company entered into an agreement with Equity Geoscience for the Whistler Project, with an approved work order totaling $3,500,000 and an option for additional expenditures up to $2,000,000 for 2024 [131]. - As of September 30, 2024, the company has paid $4,900,000 towards the approved work order [131]. Shareholder Information - As of the date of the report, the company has 12,444,608 shares of Common Stock outstanding, with stock options for 185,550 shares at an exercise price of $10 and Warrants for 1,741,092 shares at an exercise price of $13 [138]. Regulatory and Compliance - The company is evaluating the impact of recently issued accounting standards updates, including ASU 2023-07 and ASU 2023-09, which will enhance segment disclosures and income tax disclosures, respectively [147][148]. - The company has not entered into any contracts or obligations with related parties other than those described in the report [136]. - The company continues to evaluate the benefits of relying on exemptions under the JOBS Act, which allows for reduced reporting requirements as an emerging growth company [151]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [152].

Core Viewpoint - U.S. GoldMining Inc. has announced an updated Mineral Resource Estimate (MRE) for its Whistler Gold-Copper Project, showing significant increases in indicated and inferred resources, primarily due to successful drilling in 2023 [1][4][6]. Mineral Resource Estimate Summary - The updated MRE includes an indicated mineral resource of 294 million tonnes at 0.68 grams per tonne (g/t) gold equivalent, totaling 6.48 million ounces (Moz) AuEq, and an inferred mineral resource of 198 million tonnes at 0.65 g/t AuEq, totaling 4.16 Moz AuEq [3][8]. - The indicated category has seen an approximate 117% increase in estimated gold equivalent ounces compared to the 2022 MRE [3][13]. - The MRE was constrained using conceptual pit design shells, with a first phase estimated at 22.4 million tonnes of mineralized material at a grade of 1.04 g/t AuEq and a strip ratio of 0.08:1 [3][7]. Exploration Potential - The three deposits (Whistler, Raintree, and Island Mountain) occupy about 1% of the company's land holdings, indicating broader exploration potential within the project [3][4]. - The company is exploring additional targets within the 'Whistler Orbit,' with 12 potential targets remaining under-explored [3][4]. Drilling Program Insights - The 2024 drilling program has concluded with 4,006 meters drilled across 6 holes, confirming the continuity of mineralization and extending mineralized intercepts [3][6]. - Notable intercepts include WH23-03 with 547 meters at 1.06 g/t AuEq and WH23-01 with an extended intercept of 652.5 meters at 1.00 g/t AuEq [3][6]. Technical Report and Methodology - The MRE is based on 43,096 meters of drill data available as of January 16, 2024, and was constrained within a revenue factor 1.5 pit shell, reported above a US$10/tonne cut-off value [7][10]. - The updated geological model incorporates adjustments based on re-logging of historical drill core and recent drilling, confirming the absence of the previously modeled 'Divide Fault' [20][19]. Economic Assumptions - The MRE uses metal prices of US$1,850/oz Au, US$4.00/lb Cu, and US$23/oz Ag, with various cost assumptions for mining and processing [11][10]. - The report highlights the potential for a long-life, high-quality gold-copper-silver mine in a favorable mining jurisdiction [6][4].

Core Insights - The Whistler Deposit has reported an extended high-grade mineralization intercept of 652.5 meters at 1.00 g/t gold equivalent (AuEq) from the re-entry of drill hole WH23-03, which originally drilled in 2023 [1][3] - The total mineralized envelope at the Whistler Deposit now comprises 716.6 meters at 0.93 g/t AuEq, indicating consistent mineralization throughout the intercept [1][7] - The Raintree Open Pit has also shown promising results with drill hole WH24-01 intersecting 61.4 meters at 0.53 g/t AuEq, including higher-grade intervals [1][11] Whistler Deposit - The re-entry of WH23-03 has extended the previously reported mineralization, with significant intervals including 176.0 meters at 1.55 g/t AuEq and 57.0 meters at 1.36 g/t AuEq [1][7] - The mineralization is characterized by a consistent presence of gold, copper, and silver, with the highest-grade core located in the eastern part of the intrusive suite [8][9] - The drilling program has confirmed the continuity of high-grade mineralization, which remains open to depth [6][9] Raintree Open Pit - Drill hole WH24-01 has confirmed both porphyry-style and vein-style mineralization, with the porphyry-style being predominant [10][12] - The porphyry-style mineralization includes 61.4 meters at 0.53 g/t AuEq, while vein-style mineralization includes notable intercepts such as 4.0 meters at 0.78 g/t Au and 171.6 g/t Ag [11][12] - The Raintree Deposit remains open along strike and to depth, warranting further exploration [1][11] Drilling Program - The 2024 drilling season has exceeded 4,005 meters, with a focus on delineating and extending areas of high-grade mineralization [1][3] - The drilling at both the Whistler and Raintree deposits aims to improve the geological model and expand existing resources [5][6] - The company has successfully executed the drilling program safely and ahead of schedule [3]