US junior mining company U.S. GoldMining ( USGO ) released the results of the Preliminary Economic Assessment (PEA) for its flagship Whistler project in early March, after nearly a year of exploration at the deposit. The study confirmedIndividual investor and financial analyst. I mostly cover energy and mining sector companies. When it comes to my investment approach I like businesses with some kind of competitive advantage and excellent future prospects. Particularly, I prioritize good cash flow generation ...

Core Viewpoint - U.S. GoldMining Inc. has filed a technical report for its Whistler Gold-Copper Project, highlighting strong economic potential and a positive preliminary economic assessment (PEA) [1][2]. Economic Assessment Highlights - The after-tax net present value (NPV5%) at a 5% discount rate is estimated at $2.0 billion, with an internal rate of return (IRR) of 33% and an initial payback period of 2.1 years at base prices [2]. - At current spot prices, the after-tax NPV5% increases to approximately $4.9 billion, with an IRR of 62% and an initial payback period of 1.2 years [2]. - The project is expected to produce an annual average of 345,000 gold equivalent ounces (AuEq) over the first three years, with a life of mine average annual production of 246,000 oz AuEq over 14.6 years [2]. Production and Resource Contribution - Approximately 25% of the project's revenue is expected to come from copper, which is classified as a critical mineral by the U.S. Department of the Interior [2]. - The project encompasses several gold-copper porphyry deposits and exploration targets within a large regional land package of approximately 53,700 acres (217.5 square kilometers) [8]. Future Plans and Exploration - The company plans to advance mining studies and is optimistic about expanding the resource model through additional exploration work [2]. - Details of the 2026 exploration program, which includes testing promising porphyry gold-copper targets, are expected to be shared in the coming weeks [2].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 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 | | --- | --- | | (Stat ...

Core Viewpoint - U.S. GoldMining Inc. has appointed Imola Götz as Vice President of Project Development, aiming to advance the Whistler Gold-Copper Project following a positive preliminary economic assessment (PEA) that indicates significant economic potential [1] Company Appointment - Imola Götz brings over 30 years of international mining experience, having held leadership roles at major companies such as Goldcorp and Newmont [1] - Götz will lead engineering, procurement, construction management, and project controls for the Whistler Project [1] Economic Assessment Highlights - The PEA for the Whistler Project estimates an after-tax net present value (NPV5%) of $2.04 billion and an internal rate of return (IRR) of 33.0% with an initial payback period of 2.1 years [1] - The assessment is based on base case prices of $3,200 per ounce of gold, $4.50 per pound of copper, and $37.50 per ounce of silver [1] Project Development Plans - The company is moving towards a possible pre-feasibility study (PFS) to further evaluate the Whistler Project [1] - Götz expressed enthusiasm about the opportunity to develop a new gold-copper project with significant scale [1] Company Background - U.S. GoldMining Inc. focuses on the Whistler Gold-Copper Project, located 105 miles northwest of Anchorage, Alaska, covering approximately 53,700 acres [1]

Core Viewpoint - GoldMining Inc. congratulates its subsidiary, U.S. GoldMining Inc., on the successful completion of a positive initial economic assessment (PEA) for the Whistler Gold-Copper Project in Alaska, indicating strong potential for the asset [1]. Company Overview - GoldMining Inc. is a public mineral exploration company focused on acquiring and developing gold assets across the Americas, controlling a diversified portfolio of resource-stage gold and gold-copper projects in Canada, the U.S.A., Brazil, Colombia, and Peru [1]. Project Details - The Whistler Gold-Copper Project is located 105 miles northwest of Anchorage, Alaska, and is 100% owned by U.S. GoldMining [1]. - The PEA provides an initial assessment of the project's economic potential and development options, including mine schedule, cost estimates, and economic assessment [1]. Management Commentary - Alastair Still, CEO of GoldMining, expressed excitement about the PEA, which validates the company's belief in the potential of the Whistler Project, in which GoldMining shareholders hold over a 74% interest in U.S. GoldMining [1].

Core Viewpoint - U.S. GoldMining Inc. announced a positive Preliminary Economic Assessment (PEA) for its Whistler Gold-Copper Project in Alaska, indicating strong economic potential with significant after-tax net present value and internal rate of return metrics [1]. Financial Metrics - Estimated after-tax net present value (NPV5%) at a 5% discount rate is $2.04 billion with an internal rate of return (IRR) of 33.0% and an initial payback period of 2.1 years based on base case prices of $3,200/oz gold, $4.50/lb copper, and $37.50/oz silver [1]. - At current spot prices of $5,000/oz gold, $5.85/lb copper, and $70/oz silver, the estimated after-tax NPV5% increases to approximately $4.88 billion with an IRR of 62.0% and a payback period of 1.2 years [1]. Production Estimates - The project has a mine life of 14.6 years with a total mined material of 676 million tonnes and total processed material of 211.4 million tonnes [1]. - Average annual gold production for the first three years is estimated at 263.6 thousand ounces, with a total gold production of 2,681.5 thousand ounces over the life of the mine [1]. - Average annual copper production for the first three years is estimated at 53.0 million pounds, with a total copper production of 591.6 million pounds over the life of the mine [1]. Capital Expenditures - Initial capital expenditure is projected at $1.28 billion, with sustaining capital expenditures of approximately $381.1 million over the life of the mine [1]. - Closure costs are estimated at $98.7 million [1]. Resource Estimates - The updated mineral resource estimate includes indicated resources of 299 million tonnes at 0.57 g/t AuEq for a total of 5.41 million ounces AuEq and inferred resources of 291 million tonnes at 0.54 g/t AuEq for an additional 4.97 million ounces AuEq [1]. - The PEA is based on indicated mineral resources and does not include inferred mineral resources [1]. Future Opportunities - The PEA highlights opportunities for mine optimization, including environmental geochemistry test work and power options analysis to lower costs [2]. - Potential additional resource estimates from nearby deposits, such as the Raintree West Resource and Island Mountain Resource, could enhance project value [2]. - The company plans to advance the project towards a possible pre-feasibility study and is preparing for an expanded exploration program [2].

Core Viewpoint - U.S. GoldMining Inc. (USGO) has been upgraded from "Hold" to "Buy" based on a revised investment strategy that aligns with various investor profiles, including dividend, value, and growth investors [1]. Summary by Relevant Sections - The upgrade reflects a positive outlook on U.S. GoldMining Inc.'s potential for growth and value, indicating a shift in investment sentiment towards the stock [1].

Financial Performance - For the three months ended September 30, 2025, the net loss was $2,814,623, a decrease of $1,531,126 compared to a net loss of $4,345,749 for the same period in 2024[90] - For the nine months ended September 30, 2025, the net loss was $5,011,239, a decrease of $1,784,162 from the net loss of $6,795,401 in the same period of 2024[95] - The loss from operations for the three months ended September 30, 2025, was $2,835,773, a decrease of $1,593,473 from $4,429,246 in the same period of 2024[90] - The loss from operations was $5,081,961 for the nine months ended September 30, 2025, compared to $7,146,761 in 2024, a decrease of $2,064,800[98] Expenses - Exploration expenses for the three months ended September 30, 2025, were $2,095,409, down from $3,911,335 in the same period of 2024, reflecting a decrease of $1,815,926[90] - Exploration expenses decreased to $2,538,765 in 2025 from $5,249,235 in 2024, reflecting a reduction of $2,710,470[96] - General and administrative expenses increased to $699,855 for the three months ended September 30, 2025, compared to $477,869 for the same period in 2024, an increase of $221,986[90] - General and administrative expenses increased to $2,422,030 in 2025, up by $628,150 from $1,793,880 in 2024[96] Cash Flow and Assets - As of September 30, 2025, cash and cash equivalents were $3,289,803, down from $3,880,747 as of December 31, 2024[99] - Total assets decreased to $4,711,217 as of September 30, 2025, from $5,149,151 as of December 31, 2024[99] - Net cash used in operating activities was $4,696,634 for the nine months ended September 30, 2025, a decrease from $6,640,446 in the same period of 2024[105] - Net cash provided by financing activities was $4,062,395 in 2025, significantly higher than $10,202 in 2024, primarily from the ATM Program[107] Share and Stock Information - The company sold 308,282 shares of Common Stock under the At-The-Market (ATM) Program for gross proceeds of $3,054,072 during the three months ended September 30, 2025[88] - Aggregate commissions paid to agents under the ATM Program were $80,776 for the three months ended September 30, 2025[88] - As of September 30, 2025, the company has 13,273,195 shares of Common Stock outstanding, including 254,000 performance-based Restricted Shares[117] - There are outstanding stock options to purchase 279,800 shares at an exercise price of $10 per share and Warrants to purchase 1,740,992 shares at an exercise price of $13 per share[117] Project Development - The company selected Ausenco Engineering Canada ULC to lead the proposed initial economic assessment for the Whistler Project announced on June 9, 2025[81] - The company’s principal project, the Whistler Project, is located in the Yentna Mining District, approximately 105 miles northwest of Anchorage, Alaska[78] - The 2025 Exploration Program commenced in July 2025 and was completed in October 2025, focusing on developing new potential porphyry gold-copper drill targets[82] Obligations and Liabilities - The company has an annual land payment obligation of $230,605 for the Whistler Project in 2025[108] - A work order for professional services related to the Whistler Project was amended to $2,094,000, with $1,969,848 already paid as of the date of the filing[110] - The asset retirement obligation represents the present value of estimated future costs for rehabilitation of mineral properties, which may vary due to uncertainties in cost estimates[119] - Management periodically reviews and adjusts the asset retirement obligation based on new information and regulatory changes[119] Royalty Interests - The company holds a 2.75% net smelter return (NSR) over 377 claims related to the Whistler Project, with a potential buy-down option to 2.0% for a one-time payment of $5,000,000[116] - A 2.0% net proceeds royalty interest is specified over the Whistler Deposit and Raintree West deposit, which will be transferred to RG Royalties in October 2025[116] - The company has a 1.0% NSR over the Whistler Project to Gold Royalty U.S. Corp. as per an agreement dated January 11, 2021[116] Regulatory and Compliance - The company is evaluating the impact of recently issued accounting standards, including ASU 2023-09, which expands income tax disclosures effective after December 15, 2024[122] - The company is also assessing the implications of ASU-2024-03, requiring detailed expense disclosures effective after December 15, 2026[123] - The company remains an emerging growth company until it meets certain revenue or debt thresholds, allowing it to rely on reduced reporting requirements under the JOBS Act[125]

Core Insights - U.S. GoldMining Inc. is advancing the Whistler Gold-Copper Project in Alaska, which has been positively impacted by the inclusion of copper and silver in the U.S. 2025 List of Critical Minerals [1][2] Project Overview - The Whistler Project is located 105 miles from Anchorage, Alaska, and is estimated to contain over 1 billion pounds of copper and almost 19 million ounces of silver in the Indicated category, along with 3.93 million ounces of gold [2][10] - The total mineral resource estimate for the Whistler Project comprises 294 million tonnes at 0.68 g/t AuEq for 6.48 million ounces AuEq Indicated, plus 198 million tonnes at 0.65 g/t AuEq for 4.16 million ounces AuEq Inferred [10] Strategic Importance - The Whistler Project is strategically located near existing infrastructure, including highways and port facilities, which enhances its accessibility and potential for development [5] - The project aligns with U.S. critical mineral priorities, potentially reducing dependence on imports from high-risk jurisdictions [5] Regulatory and Policy Context - The U.S. federal administration has initiated efforts to promote the exploration and extraction of critical minerals domestically, which is timely for the Whistler Project as it undergoes a Preliminary Economic Assessment (PEA) [2][5] - The project is expected to benefit from a supportive regulatory environment in Alaska, which is known for its robust permitting framework [5] Technical Details - The mineral resource estimate includes various categories, with significant quantities of gold, copper, and silver, indicating a multi-metal resource that is favorable for future exploration and development [4][6] - The project has been evaluated based on specific economic assumptions, including metal prices and recovery rates, which are critical for assessing its viability [7]

Core Insights - U.S. GoldMining Inc. has successfully completed its 2025 exploration program at the Whistler Gold-Copper Project, focusing on developing new drill targets to support future growth opportunities [3][5][12] - The recent approval of the Ambler Road by the U.S. Federal Government is expected to facilitate the permitting and development of the West Susitna Access Road, enhancing transportation infrastructure for the Whistler Project [3][5] 2025 Exploration Program Details - The exploration program included 169 scout auger drill holes over the Whistler Orbit, covering an area of approximately 7.5 km by 4.5 km, which revealed multiple occurrences of new porphyry intrusive rock [5][7] - The scout drilling indicated that the till overburden in the Whistler Orbit is shallower than previously interpreted, suggesting that identified targets may be closer to the surface [5][7] - Systematic surface geochemical sampling and mapping of the Muddy Creek area have been completed, identifying new zones of increased quartz vein density, which are indicative of intrusion-related gold systems [5][8] Historical Exploration and Results - Historical exploration at the Muddy Creek target area included reconnaissance rock chip sampling, with 73 samples returning assays greater than 1 gram per tonne gold, including peak values of 111.50 g/t Au [8] - The 2025 program aimed to define zones of higher density quartz veining and develop geochemical pathfinders to bedrock mineralization, with a total of 106 rock grab samples and 7 silt samples collected [8] Future Plans - The company is advancing its initial assessment study (PEA) for the Whistler Project, aiming to define a potential economic base-case mining opportunity [5][12] - Assay results from the recent drilling and sampling efforts are pending, which will provide critical geochemical data for future exploration [5][7]