Core Viewpoint - U.S. GoldMining Inc. is initiating a Preliminary Economic Assessment (PEA) for the Whistler Gold-Copper Project, which is expected to evaluate the project's economic viability and potential for future mining opportunities [1][2][3]. Project Overview - The Whistler Gold-Copper Project is located 105 miles northwest of Anchorage, Alaska, and is the closest large undeveloped gold-copper mineral deposit to the city [3][7]. - The project consists of several gold-copper porphyry deposits and exploration targets within a large regional land package totaling approximately 53,700 acres [7]. Economic Assessment Details - The PEA will be conducted under U.S. Regulation S-K 1300 and Canadian National Instrument 43-101, aiming to provide an initial economic assessment of the project [1][3]. - The existing mineral resource estimate includes 294 million tonnes at 0.68 grams per tonne gold equivalent for 6.48 million ounces in the indicated resource category, and 198 million tonnes at 0.65 grams per tonne for an additional 4.16 million ounces in the inferred resource category [3][4]. Recent Developments - The decision to proceed with the PEA follows successful drilling programs in 2023 and 2024, which yielded significant high-grade mineralization results [2][3]. - The company has received strong interest from potential mine engineering partners and is currently in the Request for Proposal (RFP) process to select a firm for the PEA [2][3]. Market Context - The timing of the PEA aligns with strong metal pricing, with current spot gold prices exceeding $3,000 per ounce, significantly higher than the mineral resource estimate price of $1,850 per ounce [3]. - The project benefits from a supportive policy environment for responsible resource extraction in Alaska [3]. Future Prospects - The company believes that the Whistler Project could present a robust future mining opportunity, contributing to economic development in South Central Alaska and enhancing mineral resource security in the United States [2][3].

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].

Core Viewpoint - U.S. GoldMining Inc. has announced promising assay results from its 2024 diamond core drilling program at the Whistler Gold-Copper Project in Alaska, highlighting significant high-grade gold and silver mineralization at the Raintree Deposit, which could enhance the project's resource potential [1][5][6]. Drilling Results - The drilling program included six diamond core holes totaling 4,006 meters, with two holes specifically targeting the Raintree Deposit [8]. - Drill hole WH24-05 intercepted multiple zones of high-grade gold and silver polymetallic mineralization, with peak values of 7.15 g/t Au and 189 g/t Ag, along with base metal values of up to 5.4% Zn and 3.6% Pb [6][21]. - A main zone composite intercept of 138.0 meters at 0.99 g/t AuEq was reported, including higher-grade intervals of 26 m at 1.48 g/t AuEq and 34 m at 1.65 g/t AuEq [7][21]. Geological Insights - The Raintree Deposit features both porphyry-style Au-Cu-Ag mineralization and overprinting polymetallic vein-style mineralization, contrasting with the Whistler Deposit, which primarily consists of porphyry-style mineralization [12]. - The geological setting of the Raintree Prospect is characterized by small intrusive diorite porphyry bodies hosted within andesite lavas and related volcaniclastic rocks, indicating a potentially rich mineral system [11]. Future Plans - The company plans to conduct follow-up drilling in the summer of 2025 to further explore and delineate the newly discovered mineralization at the Raintree Deposit [6][18]. - All exploration results and geological datasets from the 2024 drilling season are being compiled to update exploration target prioritization for the upcoming drilling season [8]. Resource Estimates - The Raintree component of the Project mineral resource estimate includes both open pit constrained and underground delineated deposits, with significant indicated and inferred resources reported [10][9]. - The current 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 [30].

Core Insights - U.S. GoldMining is optimistic about the potential expansion of the Whistler Deposit's mineral resource profile, with recent drilling results indicating improved metal grades with depth [1][6][8] - The current mineral resource estimate includes 6.48 million gold equivalent ounces in indicated resources and an additional 4.16 million gold equivalent ounces in inferred resources [1][24] - The company is preparing for the 2025 exploration season, buoyed by strong local and state support, as well as anticipated federal support following a recent executive order [1][24] Drilling Program Highlights - The 2024 drilling program involved six diamond core holes totaling 4,006 meters, focusing on high-grade mineralization in deeper areas of the Whistler Deposit [4][5] - Notable drill results include WH24-04, which confirmed high-grade mineralization with an intercept of 458 meters at 0.46 g/t gold, 0.16% copper, and 1.66 g/t silver, translating to 0.75 g/t gold equivalent [6][15] - The drilling results from WH24-02 and WH24-03 also indicated significant mineralization, with WH24-02 returning 120 meters at 1.00 g/t AuEq [6][7] Geological Insights - The western portion of the Whistler Deposit is under-drilled, presenting opportunities for further exploration and higher-grade mineralization [5][9] - The geological model suggests that high-grade mineralization is located above deep early quartz veins, which are indicative of hydrothermal fluid ascent paths [7][12] - The company is targeting additional under-drilled areas based on geological criteria to identify potentially higher-grade mineralization [8][9] Future Outlook - The company is excited about the upcoming exploration season in 2025, with expectations of optimizing the mineral resource estimate while conducting engineering and environmental studies [1][4] - The recent executive order from President Trump is expected to enhance federal support for the project, further bolstering the company's exploration efforts [1][24]

Core Points - The Executive Order titled "Unleashing Alaska's Extraordinary Resource Potential" aims to enhance the mining industry in Alaska by streamlining the permitting process and encouraging new investments [1][2] - U.S. GoldMining Inc. expresses optimism regarding the potential benefits of the Executive Order for the mining sector and the state of Alaska, anticipating significant economic growth [1][4] - The Whistler Gold-Copper Project, owned by U.S. GoldMining, is positioned to benefit from the regulatory certainty provided by the Executive Order, which is expected to create jobs and contribute to domestic resource supply [5][6] Company Overview - U.S. GoldMining Inc. is focused on the Whistler Gold-Copper Project located 105 miles (170 kilometers) northwest of Anchorage, Alaska, encompassing approximately 53,700 acres (217.5 square kilometers) of land with multiple gold-copper porphyry deposits [6]

Core Viewpoint - U.S. GoldMining Inc. has made significant progress in 2024 on its Whistler Gold-Copper Project, achieving key milestones in exploration, resource development, and community engagement, positioning the company for future growth [2][12]. Group 1: Key Achievements in 2024 - Indicated resources increased by 117% to 6.5 million ounces gold-equivalent (AuEq), with an additional 4.2 million ounces AuEq in the Inferred category, enhancing confidence in the deposit's quality and scale [3][4]. - The 2024 drill campaign yielded strong results, including 652.5 meters at 1.00 g/t AuEq and 120 meters at 1.00 g/t AuEq, extending the high-grade core and identifying a new high-grade zone [4]. - Over 13,000 feet (approximately 4,006 meters) of drilling was completed ahead of schedule and under budget, with zero safety incidents and no reportable environmental incidents, reflecting the company's commitment to responsible operations [5]. Group 2: Development Initiatives - Internal mining and metallurgical studies were conducted to inform future scoping work, alongside environmental and archaeological studies to support permitting efforts [6]. - Collaboration with Alaskan authorities on the West Susitna Access Road aims to improve infrastructure access and enhance long-term development prospects for the Whistler Project [6][11]. Group 3: Community Engagement - The company directed over $4.3 million into the Alaskan economy through partnerships with local contractors and suppliers, and contributed $60,000 to local organizations supporting community initiatives [7][8]. Group 4: Future Outlook - The outlook for gold, copper, and silver remains positive, with Whistler positioned to meet the growing demand for critical minerals, particularly copper, which is essential for the clean energy transition [9]. - Strong political support for resource exploration and development in Alaska is anticipated, with encouraging messages from President-elect Trump regarding the future of mining in the state [10]. - The anticipated development of the West Susitna Access Road aligns with government efforts to support responsible resource development, providing a compelling path forward for the project [11].

Core Insights - U.S. GoldMining Inc. announced new assay results from the 2024 confirmatory diamond core drilling program at the Whistler Gold-Copper Project in Alaska, highlighting significant mineralization in drill hole WH24-02 [1][4][5] Drilling Results - WH24-02 intersected a main zone of 120 meters at 0.72 grams per tonne (g/t) gold, 0.16% copper, and 0.83 g/t silver, equivalent to 1.00 g/t gold equivalent (AuEq), from 291 meters to 411 meters downhole [2][11] - The total mineralized envelope from WH24-02 comprises 274 meters at 0.71 g/t AuEq, with higher-grade intercepts of 40 meters at 1.28 g/t AuEq and 20 meters at 1.26 g/t AuEq [2][11] - The 2024 drilling program exceeded 4,000 meters, with assays pending for three additional drill holes [2][5] Geological Context - The Whistler Deposit is part of the Whistler Intrusive Suite, characterized by various porphyry phases, with the early Main Stage Porphyry being the most mineralized [6] - The technical team has identified a robust core of higher-grade mineralization correlating with intense alteration and B-veining within the eastern part of the intrusive suite [6][8] Strategic Focus - The 2024 drilling program aimed to delineate and extend areas of high-grade mineralization, building on the success of the 2023 drilling program, which included a notable intercept of 652.5 meters at 1.00 g/t AuEq [5][4] - The company plans to further upgrade the existing mineral resource profile of the Whistler Project, which currently estimates 6.5 million ounces (Moz) AuEq in the indicated category and an additional 4.2 Moz AuEq in the inferred category [4][5]

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].