UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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. commends the State of Alaska's submission of a permit application for the West Susitna Access Project, which will enhance infrastructure connectivity for the Whistler Gold-Copper Project and support economic growth in the region [1][3]. Infrastructure Development - The West Susitna Access Project (WSAP) is a proposed 78.5-mile access road that will connect the Whistler Project to existing transportation infrastructure in the greater Anchorage area [2][5]. - The WSAP will provide year-round public access to remote State and private lands, facilitating resource development opportunities, including the Whistler Project [2][5]. Economic Impact - Alaska Governor Mike Dunleavy highlighted the project's potential to improve access for local residents and create job opportunities in mining, processing, and manufacturing [3]. - The project aligns with the State's policy to invest in critical infrastructure to stimulate economic growth, which was a factor in U.S. GoldMining's decision to launch its initial public offering in 2023 [3]. Resource Development - The Whistler Project consists of several gold-copper porphyry deposits, with a mineral resource estimate of 294 million tons at 0.68 g/t AuEq for 6.48 million ounces AuEq indicated, and 198 million tons at 0.65 g/t AuEq for 4.16 million ounces AuEq inferred [8]. - The project is positioned to contribute to the U.S. clean energy transition, with copper being recognized as a critical mineral [3]. Strategic Positioning - U.S. GoldMining is well-positioned to benefit from strong federal and state government support, as well as high prices for copper, gold, and silver [3]. - The company is committed to advancing its proposed initial economic assessment and upcoming exploration program, while collaborating with government and stakeholders to support the WSAP [3].

Core Viewpoint - U.S. GoldMining Inc. is advancing its Whistler Gold-Copper Project in Alaska, focusing on new exploration targets and utilizing favorable market conditions for gold, copper, and silver to enhance its mineral resource pipeline [1][3]. Exploration Program Highlights - The 2025 exploration program will target new porphyry gold-copper drill sites within the Whistler Orbit and include follow-up mapping and sampling at the Muddy Creek prospect [1][2]. - The Whistler Project encompasses three mineral systems: Whistler – Raintree, Island Mountain, and Muddy Creek, with the existing deposits occupying only about 1% of the company's land holdings [2][3]. Program Details - The exploration will commence with shallow auger drilling at the Whistler – Raintree mineral system, utilizing a mobile 'shock auger' drill to efficiently test multiple near-surface target areas [4][5]. - Over 25 potential exploration targets have been identified within the Whistler – Raintree mineral system, characterized by geophysical signatures similar to the known Whistler deposit [4][5]. Muddy Creek Exploration - Previous exploration at Muddy Creek included 73 rock chip samples, with 20 samples exceeding 10 grams per tonne gold, and peak values reaching 111.50 g/t Au [6]. - The upcoming mapping and sampling will aim to define zones of higher density quartz veining within the granitoid intrusion, setting the stage for future drilling [6]. Technical Information - The Whistler Project is located 105 miles (170 kilometers) northwest of Anchorage, Alaska, covering approximately 53,700 acres (217.5 square kilometers) [9]. - The current mineral resource estimate for the 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].

Core Viewpoint - U.S. GoldMining Inc. is advancing the Whistler Gold-Copper Project in Alaska, which is positioned to benefit from rising metal prices and supportive federal policies aimed at enhancing domestic resource security [1][2][4]. Company Overview - U.S. GoldMining Inc. focuses on the Whistler Gold-Copper Project, located 105 miles northwest of Anchorage, Alaska, covering approximately 53,700 acres [10]. - The project contains significant mineral resources, including over 1 billion pounds of copper, 3.93 million ounces of gold, and almost 19 million ounces of silver in the Indicated category [4][10]. Project Details - The Whistler Project is the closest large undeveloped gold-copper mineral deposit to Anchorage, benefiting from proximity to infrastructure such as highways and port facilities [5]. - The project has a mineral resource estimate of 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 [10]. Market Context - Copper prices have increased approximately 14% over the past month and are up about 20% compared to the same time last year, which is favorable for the project [1]. - Recent U.S. federal initiatives aim to expedite permitting processes for mine development, enhancing the project's potential [2]. Strategic Advantages - The project aligns with U.S. critical mineral priorities, reducing dependence on imports from high-risk jurisdictions [5]. - U.S. GoldMining is positioned to benefit from a supportive climate of state and federal policies regarding responsible resource extraction in Alaska [5].

Core Viewpoint - U.S. GoldMining Inc. has partnered with Ausenco Engineering Canada ULC to conduct a Preliminary Economic Assessment (PEA) for the Whistler Gold-Copper Project, aiming to evaluate the potential for a standalone open-pit mining operation in Alaska [1][3]. Company Overview - U.S. GoldMining Inc. is focused on the exploration and development of the Whistler Gold-Copper Project, which is 100% owned by the company and located 105 miles (170 kilometers) northwest of Anchorage, Alaska. The project encompasses several gold-copper porphyry deposits and exploration targets across approximately 53,700 acres (217.5 square kilometers) of State of Alaska Mining claims [4]. Project Details - The PEA will assess the Whistler mineral resource estimate, which currently includes 6.48 million ounces (Moz) of gold equivalent (AuEq) in the indicated resource category and 4.16 Moz AuEq in the inferred resource category. The project is expected to benefit from near-surface, higher-grade core material during the initial years of production [6]. - The PEA will utilize an updated mineral resource estimate that incorporates 2024 drilling data, which was not included in the previous estimates. Additionally, metallurgical testing is being conducted by Base Metallurgical Laboratories Ltd. [6]. Consulting Partnership - Ausenco was selected as the principal consulting firm for the PEA after a comprehensive bidding process involving 13 firms. The selection was based on Ausenco's extensive experience and successful track record in conducting similar studies globally [6]. Future Outlook - The company anticipates completing the PEA by the end of the year and plans to provide periodic updates on the study's progress, highlighting the potential for significant value creation for shareholders [3].

Core Viewpoint - U.S. GoldMining Inc. has been added to the Russell 3000® Index, marking a significant milestone for the company and reflecting its growth and value creation since its IPO in April 2023 [1][4]. Company Summary - U.S. GoldMining Inc. focuses on the exploration and development of the Whistler Gold-Copper Project, which is located 105 miles (170 kilometers) northwest of Anchorage, Alaska. The project encompasses several gold-copper porphyry deposits and exploration targets across approximately 53,700 acres (217.5 square kilometers) of state mining claims [5]. - The Whistler Project's Mineral Resource Estimate includes 294 million tons at 0.68 g/t AuEq, totaling 6.48 million ounces of AuEq indicated resources, and 198 million tons at 0.65 g/t AuEq, totaling 4.16 million ounces of AuEq inferred resources [5]. Industry Context - The Russell 3000® Index includes the 4,000 largest U.S. stocks ranked by total market capitalization as of April 30, and membership in this index ensures automatic inclusion in either the large-cap Russell 1000® Index or the small-cap Russell 2000® Index, along with relevant growth and value style indexes [2]. - Approximately $10.6 trillion in assets are benchmarked against the Russell US indexes, which are widely utilized by investment managers and institutional investors for index funds and as benchmarks for active investment strategies [3].

Core Insights - The Whistler Gold-Copper Project, located in the West Susitna Mineral District of Alaska, has significant established mineral resources and potential for critical metals like antimony and tungsten [1][15] - The project encompasses three known mineral systems with existing gold-copper-silver deposits and over 25 additional exploration targets identified [1][4] - The exploration methodology includes advanced techniques such as magnetic survey data inversion modeling, which aids in identifying high-priority targets for systematic exploration [1][6] Exploration Potential - The geological analysis indicates a strong potential for resource growth based on successful field seasons in 2023 and 2024, with over 25 individual exploration targets identified [2][4] - The Whistler Orbit area is characterized by a porphyry cluster, which is a primary source of copper globally and can also yield significant amounts of gold, silver, and molybdenum [4][15] - Recent drilling results south of the Raintree West deposit revealed 138.0 meters at 0.99 g/t AuEq, indicating promising mineralization in previously unexplored areas [4][10] Geological Features - The Whistler-Raintree mineral system covers an area of approximately 5 x 5 km and includes multiple mapped porphyry intrusions [4][15] - The region's topography and geological cover necessitate the use of remote sensing techniques, such as airborne magnetic surveying, to explore for mineralization [3][5] - High magnetite concentrations in the area can be targeted for on-ground exploration, with 3D subsurface inversion modeling providing insights into the geometry of magnetic anomalies [6][7] Future Exploration Plans - The company is planning future exploration programs to test the highest-ranking targets identified, with potential activities expected to commence in the upcoming summer [4][11] - The exploration strategy aims to not only assess existing resources but also to build a pipeline of future potential resources for larger mining opportunities [11][15] - The Whistler Project encompasses a total land package of 53,700 acres, with existing deposits making up less than 1% of the total area [4][15]

Core Viewpoint - U.S. GoldMining Inc. has provided an update on the exploration results for the Whistler Gold-Copper Project, highlighting significant potential for further discoveries and resource development in Alaska [1][4]. Exploration and Resource Potential - The Whistler Project contains three mineral systems: Whistler - Raintree, Island Mountain, and Muddy Creek, with existing deposits and numerous undrilled targets identified [2][5]. - The current mineral resource estimate includes 294 million tonnes (Mt) at 0.68 grams per tonne (g/t) gold equivalent (AuEq) for 6.48 million ounces (Moz) AuEq indicated, and 198 Mt at 0.65 g/t AuEq for 4.16 Moz AuEq inferred [8]. - The existing deposits occupy only approximately 1% of the Company's land holdings, indicating broader exploration potential across the 53,700 acres of State mining claims [3][5]. Infrastructure and Economic Assessment - The Whistler Project is strategically located near major infrastructure and is expected to benefit from the planned West Susitna Access Road, enhancing its economic viability [4]. - An initial economic assessment has been launched for the known gold-copper deposits, with exploration programs designed to run concurrently to maximize the project's potential [5][6]. Geological Analysis and Future Plans - Geological analysis indicates significant potential for further discoveries based on previous drilling campaigns and ongoing exploration efforts [4][6]. - The Company is prioritizing numerous targets across the identified mineral systems and plans to develop phased exploration programs starting in the summer [5][6]. Recent Discoveries - Notable drill results include the longest intercept of consistent mineralization at the Whistler Deposit, measuring 652.5 meters at 0.73 g/t Au, and a new discovery near Raintree West of 138.0 meters at 0.99 g/t AuEq [11].

PART I – FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial information, including financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents U.S. GoldMining Inc.'s unaudited condensed consolidated financial statements for Q1 2025, highlighting a net loss and decreased cash and cash equivalents Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,959,417 | $3,880,747 | | Total current assets | $3,206,408 | $4,118,228 | | Total assets | $4,195,815 | $5,149,151 | | **Liabilities & Equity** | | | | Total current liabilities | $588,209 | $420,241 | | Total liabilities | $869,861 | $704,016 | | Total stockholders' equity | $3,325,954 | $4,445,135 | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Exploration expenses | $223,227 | $414,497 | | General and administrative expenses | $1,055,808 | $662,901 | | Loss from operations | $(1,319,304) | $(1,106,755) | | Net loss for the period | $(1,291,596) | $(962,449) | | Basic and diluted loss per share | $(0.10) | $(0.08) | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(921,337) | $(467,229) | | Net cash used in investing activities | $0 | $(1,900) | | Net cash provided by financing activities | $0 | $3,700 | | Net change in cash | $(921,337) | $(465,429) | [Note 1: Business](index=8&type=section&id=Note%201%3A%20Business) U.S. GoldMining Inc. is a mineral exploration company focused on its 100%-owned Whistler Project in Alaska, operating as a **79.3%** subsidiary of GoldMining Inc - The company is a subsidiary of GoldMining Inc., which owns approximately **79.3%** of the outstanding shares as of March 31, 2025[17](index=17&type=chunk) - The company's primary asset is the **100%-owned** Whistler exploration property located in Alaska, which is accessible by fixed-wing aircraft[20](index=20&type=chunk) [Note 9: Capital Stock](index=11&type=section&id=Note%209%3A%20Capital%20Stock) This note details the company's capital structure, including authorized shares, equity incentive plans, and outstanding warrants, noting an ATM program and various stock-based compensation plans - The company established an At The Market (ATM) Program to sell up to **$5.5 million** of common stock, but no shares were sold under this program during the three months ended March 31, 2025[35](index=35&type=chunk) - As of March 31, 2025, there were **1,740,992** common stock purchase warrants outstanding, exercisable at **$13.00** per share with a remaining life of **1.07 years**[43](index=43&type=chunk) - Total stock-based compensation expense recognized in Q1 2025 was **$172,415**, comprised of expenses for stock options (**$109,502**), RSUs (**$60,959**), and Restricted Shares (**$1,954**)[41](index=41&type=chunk)[47](index=47&type=chunk)[49](index=49&type=chunk) [Note 12: Commitments and Contingencies](index=15&type=section&id=Note%2012%3A%20Commitments%20and%20Contingencies) The company has ongoing financial commitments for the Whistler Project, including annual land payments, labor requirements, and multiple Net Smelter Return royalty agreements - To keep the Whistler Project in good standing, the company is required to make annual land payments of **$230,605** and meet an annual labor requirement of **$135,200** (or make a cash-in-lieu payment)[58](index=58&type=chunk) - The Whistler Project is subject to a **2.75%** NSR royalty held by Osisko Mining (USA) Inc. and a **1.0%** NSR royalty held by a subsidiary of Gold Royalty Corp[59](index=59&type=chunk)[60](index=60&type=chunk) [Note 13: Related Party Transactions](index=16&type=section&id=Note%2013%3A%20Related%20Party%20Transactions) The company engages in related party transactions, primarily with its parent GoldMining Inc. for shared services, and with Blender Media Inc. for G&A costs - Allocated costs from the parent company, GoldMining Inc., were **$0** in Q1 2025, down from **$10,966** in Q1 2024[61](index=61&type=chunk) - The company incurred **$1,257** in G&A costs in Q1 2025 paid to Blender Media Inc., a company related to a director of GoldMining, a significant decrease from **$100,820** in Q1 2024[62](index=62&type=chunk) [Note 14: Subsequent Event](index=16&type=section&id=Note%2014%3A%20Subsequent%20Event) Subsequent to Q1 2025, the company utilized its At The Market (ATM) program to raise additional capital - Subsequent to March 31, 2025, the company sold **46,709** shares of Common Stock under the ATM Program for gross proceeds of **$489,303**[65](index=65&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes the company's financial condition and operational results for Q1 2025, covering business overview, recent developments, operating results, liquidity, and critical accounting estimates [Business Overview & Recent Developments](index=18&type=section&id=Business%20Overview%20%26%20Recent%20Developments) U.S. GoldMining, an exploration-stage company focused on the Whistler gold-copper project, announced plans for a PEA and initiated metallurgical testwork in 2025 - The company announced plans to commence an initial economic assessment (PEA) for the Whistler Project on April 15, 2025[80](index=80&type=chunk) - On April 24, 2025, the company began metallurgical testwork to develop a preliminary process flowsheet optimized for metal recovery, which will be used in the PEA[81](index=81&type=chunk) - Additional diamond core drill results from the 2024 program were announced in February 2025, showing high-grade mineralization at the Whistler Deposit[78](index=78&type=chunk) [Results of Operations](index=19&type=section&id=Results%20of%20Operations) The company's net loss increased to **$1.3 million** in Q1 2025, primarily due to higher general and administrative expenses, despite decreased exploration costs Comparison of Operating Results (Q1 2025 vs Q1 2024) | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Net loss | $(1,291,596) | $(962,449) | $(329,147) | | Loss from operations | $(1,319,304) | $(1,106,755) | $(212,549) | | Exploration expenses | $223,227 | $414,497 | $(191,270) | | General and administrative expenses | $1,055,808 | $662,901 | $392,907 | - Exploration expenses decreased primarily due to lower camp and field support costs in Q1 2025 compared to Q1 2024[85](index=85&type=chunk)[87](index=87&type=chunk) - General and administrative expenses increased mainly due to higher digital marketing expenditures and increased stock-based compensation[85](index=85&type=chunk)[87](index=87&type=chunk) [Liquidity and Capital Resources](index=21&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2025, cash and working capital decreased, with the company relying on external financing to fund operations, though management deems current cash sufficient for the next twelve months Liquidity and Capital Position | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $2,959,417 | $3,880,747 | | Working capital | $2,618,199 | $3,697,987 | - The company's ability to meet obligations depends on its ability to raise capital through equity offerings, as it has not generated any revenue from operations[92](index=92&type=chunk)[55](index=55&type=chunk) - Management believes that existing cash on hand is sufficient to fund working capital requirements for the next twelve months[56](index=56&type=chunk) - Net cash used in operating activities increased to **$921,337** in Q1 2025 from **$467,229** in Q1 2024, primarily due to an increase in operating expenses[94](index=94&type=chunk) [Critical Accounting Estimates and Judgments](index=23&type=section&id=Critical%20Accounting%20Estimates%20and%20Judgments) This section outlines key accounting estimates and judgments, including asset retirement obligations and the valuation of stock-based compensation using models like Black-Scholes - Estimating the asset retirement obligation is a critical judgment, involving assumptions about future costs, timing, inflation, and interest rates[108](index=108&type=chunk) - The valuation of Restricted Shares and RSUs requires estimating the vesting period and fair value at the grant date[110](index=110&type=chunk) - The company uses the Black-Scholes model to value stock options, which requires assumptions for expected volatility (based on peer companies), option life, and interest rates[111](index=111&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, U.S. GoldMining Inc. is exempt from providing detailed market risk disclosures - As a smaller reporting company, U.S. GoldMining Inc. is not required to provide information for this item[116](index=116&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[117](index=117&type=chunk) - There were no material changes in the company's internal control over financial reporting during the first quarter of 2025[118](index=118&type=chunk) PART II – OTHER INFORMATION This section covers other required information, including legal proceedings, risk factors, sales of equity securities, and exhibits [Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - The company is not currently involved in any material legal proceedings[120](index=120&type=chunk) [Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - There have been no material changes in the risk factors discussed in the company's Annual Report[121](index=121&type=chunk) [Other Information (Items 2, 3, 4, 5)](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section confirms no unregistered sales of equity, no defaults on senior securities, no mine safety disclosures, and no other information requiring disclosure under Item 5 - The company reported 'None' for Unregistered Sales of Equity Securities and Use of Proceeds (Item 2), Defaults Upon Senior Securities (Item 3), and Other Information (Item 5)[122](index=122&type=chunk)[124](index=124&type=chunk) - Mine Safety Disclosures (Item 4) were 'Not applicable'[123](index=123&type=chunk) [Exhibits](index=26&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and Interactive Data Files (XBRL) for financial reporting - The filed exhibits include CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[125](index=125&type=chunk) - Interactive Data Files (XBRL documents) are also included as exhibits with the filing[125](index=125&type=chunk)

Core Viewpoint - U.S. GoldMining Inc. has initiated metallurgical testwork for the Whistler Gold-Copper Project to support a preliminary economic assessment (PEA) under U.S. and Canadian regulations [1][3]. Company Overview - U.S. GoldMining Inc. is focused on the Whistler Gold-Copper Project, which is 100% owned and located 105 miles northwest of Anchorage, Alaska, covering approximately 53,700 acres [4]. - The Whistler Project includes several gold-copper porphyry deposits with a mineral resource estimate of 294 million tons at 0.68 g/t AuEq for 6.48 million ounces AuEq indicated, and 198 million tons at 0.65 g/t AuEq for 4.16 million ounces AuEq inferred [4]. Metallurgical Testwork - The metallurgical testwork aims to develop an optimized preliminary process flowsheet for metal recovery, which will be utilized in the proposed PEA [8]. - Base Metallurgical Laboratories Ltd. has been engaged to conduct the testwork, which will include preparation of variability composites, feed characterization, detailed mineralogy studies, comminution testing, and flotation testing [8]. - Previous testwork indicated recoveries of 70% for gold and 83% for copper, suggesting potential for further optimization [3][8].