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]

Financial Performance - For the three months ended June 30, 2024, the net loss was $1,487,203 ($0.12 per share), a decrease of $1,432,115 compared to a net loss of $2,919,318 ($0.25 per share) for the same period in 2023[75]. - The net loss for the six months ended June 30, 2024, was $2,449,652 ($0.20 per share), compared to a net loss of $3,943,579 ($0.36 per share) for the same period in 2023, reflecting a decrease of 37.9%[82]. - General and administrative expenses decreased to $653,110 for the three months ended June 30, 2024, from $2,426,591 in the same period of 2023, a reduction of $1,773,481[75]. - General and administrative expenses for the six months ended June 30, 2024, were $1,316,011, down from $3,317,871 in the same period of 2023, a decrease of 60.3%[84]. - Net cash used in operating activities during the six months ended June 30, 2024, was $2,819,802, a decrease from $4,440,947 in the same period of 2023[89]. - Net cash provided by financing activities during the six months ended June 30, 2024, was $6,985, significantly lower than $21,235,524 in the same period of 2023[92]. Exploration and Development - Exploration expenses for the three months ended June 30, 2024, totaled $923,403, an increase of $302,083 from $621,320 in the same period of 2023[76]. - Exploration expenses for the six months ended June 30, 2024, increased to $1,337,900 from $746,525 in the same period of 2023, an increase of 79.0%[83]. - The best intercept of continuous mineralization at the Whistler Project was recorded at 547 meters with a grade of 1.06 grams per tonne gold equivalent[72]. - The company completed four confirmatory drill holes totaling 2,234 meters by mid-November 2023 during the Phase 1 Drilling Program[70]. - The company plans to focus on additional confirmatory infill and step-out drilling within the Whistler and Raintree West deposits during the 2024 field season[73]. - A work order totaling $3,500,000 has been approved for an exploration program for the Whistler Project, with an option for additional expenditures up to $2,000,000 for the period of January 1, 2024, to December 31, 2024[96]. Assets and Liabilities - As of June 30, 2024, cash and cash equivalents were $8,220,444, down from $11,203,893 as of December 31, 2023, a decrease of 26.5%[87]. - Total assets as of June 30, 2024, were $10,498,891, compared to $12,776,013 as of December 31, 2023, a decrease of 17.9%[85]. - The company has a 1.0% net smelter return royalty obligation on the Whistler Project to Gold Royalty Corp[94]. - The company has a 2.75% NSR royalty obligation over the Whistler Project area as per a prior agreement with MF2, LLC[95]. Ownership and Corporate Structure - The company has a 79.7% ownership by GoldMining Inc., which holds 9,878,261 shares of common stock[67]. - The fiscal year end was changed from November 30 to December 31, effective January 1, 2024[69]. Other Financial Information - The company did not sell any shares under the At-The-Market Program during the six months ended June 30, 2024[74]. - The company recorded depreciation expenses of $54,721 for the six months ended June 30, 2024, compared to nil for the same period in 2023[85]. - Net cash used in investing activities during the six months ended June 30, 2024, was $171,836, compared to $679,705 in the same period of 2023[91]. - The company is required to make annual land payments of $230,605 starting in 2024 to maintain the Whistler Project in good standing[93]. - An annual labor requirement of $135,200 is also mandated for 2024 and thereafter, with excess labor carry forwards of $167,674 expiring in 2026 and $1,766,156 expiring in 2027[93]. - The company has outstanding stock options to purchase 181,550 shares at an exercise price of $10 per share and warrants to purchase 1,741,292 shares at an exercise price of $13 per share[99]. - For the six months ended June 30, 2024, the company incurred $139,513 in general and administrative costs paid to Blender Media Inc.[97]. - Share-based compensation costs for the three and six months ended June 30, 2024, were $2,109 and $5,100, respectively[98]. - The company repaid GoldMining $1,680,925 in May 2023, representing the full amount of the outstanding loan at that time[97]. Regulatory and Compliance - Management is currently evaluating the impact of new accounting standards and climate disclosure rules on the financial statements[107][110].

ANCHORAGE, Alaska, June 27, 2024 /PRNewswire/ - U.S. GoldMining Inc. (NASDAQ: USGO) ("U.S. GoldMining" or the "Company") is pleased to announce that it has commenced drilling at its 100% owned Whistler Gold-Copper Project (the "Whistler Project" or "Project") for the 2024 field season in Alaska. The program is focused on confirmatory infill and step-out drilling within the Whistler and Raintree West deposits at the Project. The Whistler Project comprises four distinct mineral deposits: Whistler, Raintree We ...

Core Viewpoint - U.S. GoldMining Inc. has published a sustainability factsheet highlighting its governance of sustainability-related risks and performance in environmental and community initiatives over the past year, emphasizing responsible exploration practices and stakeholder value creation [1][3]. Sustainability Initiatives - The sustainability factsheet is available on the company's website, providing a summary of its initiatives [2]. - The company has developed and implemented a sustainability program that includes environmental baseline studies, health and safety management systems, and stakeholder engagement programs [3]. - U.S. GoldMining has committed to environmental stewardship while advancing the Whistler Gold-Copper Project [3]. Economic Contributions - The Whistler Gold-Copper Project, located 105 miles northwest of Anchorage, encompasses several gold-copper porphyry deposits within a land package of approximately 53,700 acres [4]. - In 2023, U.S. GoldMining spent approximately US$4.3 million with local Alaskan suppliers and contractors, supporting economic opportunities and job creation in Alaska [6]. - The company has made donations exceeding US$60,000 to local Alaskan non-government organizations and community events over the past year [6]. Health and Safety Management - U.S. GoldMining provided 192 hours of health and safety training to personnel and contractors, along with 2,070 hours dedicated to health and safety initiatives and management activities [6]. - The company's diversity and inclusion policy has resulted in 50% female representation on its Board of Directors [6].

Core Viewpoint - U.S. GoldMining Inc. is advancing its Whistler Gold-Copper Project in Alaska, with a focus on confirmatory and step-out drilling in 2024, building on successful results from 2023 [1][3][4] 2024 Planned Exploration Program Highlights - The 2024 exploration program will target high-grade mineralization areas within the Whistler Deposit, aiming to expand existing mineral resources [4][6] - The project area, known as the 'Whistler Orbit', encompasses 53,700 acres of mining claims in Alaska, with existing mineral resource estimates at the Whistler and Raintree West deposits [2][4] - The program is fully funded with over $10 million in cash and cash equivalents as of March 31, 2024 [3] Drilling Results and Resource Estimates - The 2023 drilling results included a significant intercept of 547 meters at 1.06 grams per tonne (g/t) gold equivalent, indicating a robust mineralization profile [4] - The combined mineral resource estimate for the project includes 1.94 million ounces (Moz) of gold and 0.422 billion pounds (Blbs) of copper in the Indicated category, and 4.67 Moz gold and 0.711 Blbs copper in the Inferred category [4][9] Market Conditions - The project is positioned to benefit from rising commodity prices, with gold reaching approximately $2,400 per ounce and copper at about $5.00 per pound, alongside silver at a ten-year high of approximately $30 per ounce [4][5] Geological Insights - The geological team is exploring additional intrusive centers within the Whistler Orbit, which may host new gold-copper deposits, enhancing the project's potential [7] - The exploration strategy includes surface geological mapping, geochemical sampling, and lithogeochemical studies to identify and prioritize drilling targets [7] Team Expansion - The company has appointed Mr. Logan Boyce as Senior Project Geologist, bringing over 10 years of experience in gold project exploration and development [8]

PART I – FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited consolidated financial statements for Q1 2024, including balance sheets, income statements, cash flows, and equity, with explanatory notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $12.13 million, liabilities increased, and equity decreased by March 31, 2024 Condensed Consolidated Balance Sheet Highlights (in U.S. Dollars) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$12,131,271** | **$12,776,013** | | Cash and cash equivalents | $10,739,292 | $11,203,893 | | **Total Liabilities** | **$1,004,258** | **$775,517** | | Accounts payable | $308,036 | $118,610 | | **Total Stockholders' Equity** | **$11,127,013** | **$12,000,496** | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Net loss for Q1 2024 was $0.96 million, an improvement from Q1 2023, primarily due to operating expenses Operating Results for the Three Months Ended March 31 (in U.S. Dollars) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Exploration expenses | $414,497 | $125,205 | | General and administrative expenses | $662,901 | $891,280 | | Loss from operations | $(1,106,755) | $(1,021,611) | | Interest income | $144,349 | $- | | **Net loss for the period** | **$(962,449)** | **$(1,024,261)** | | **Loss per share (Basic and diluted)** | **$(0.08)** | **$(0.10)** | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $0.47 million, with minimal investing and minor financing inflows Cash Flow Summary for the Three Months Ended March 31 (in U.S. Dollars) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(467,229) | $(461,051) | | Net cash used in investing activities | $(1,900) | $- | | Net cash provided by financing activities | $3,700 | $381,831 | | **Net change in cash** | **$(465,429)** | **$(79,220)** | [Notes to the Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Details the company's mineral exploration business, fiscal year-end change, commitments, and related party transactions - The company is a subsidiary of GoldMining Inc., which owned approximately **79.7%** of the Company as of March 31, 2024. Its **primary asset** is the **100%-owned Whistler exploration project** in Alaska[19](index=19&type=chunk)[21](index=21&type=chunk) - The company changed its fiscal year end from November 30 to December 31, effective January 1, 2024. This resulted in a one-month transition period from December 1, 2023, to December 31, 2023[23](index=23&type=chunk) - The company is required to make **annual land payments of $230,605** and has an **annual labor requirement of $135,200** to keep the Whistler Project in good standing[65](index=65&type=chunk) - During Q1 2024, **costs allocated from parent company GoldMining Inc. were $10,966**, treated as a **capital contribution**. The company also incurred **$100,820 in costs paid to Blender Media Inc.**, a company related to a director of GoldMining[68](index=68&type=chunk)[70](index=70&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Discusses Q1 2024 net loss, liquidity, cash flows, and commitments, highlighting decreased fees and increased exploration [Business Overview](index=20&type=section&id=Business%20Overview) A U.S.-based exploration stage subsidiary of GoldMining Inc., focused on the Whistler Project, IPO completed April 2023 - The company's **sole project** is the **Whistler Project**, a gold-copper exploration site located **150 km northwest of Anchorage, Alaska**[79](index=79&type=chunk) - As of the report date, parent company GoldMining Inc. owns **79.7% of the outstanding common stock**[80](index=80&type=chunk) [The Whistler Gold-Copper Project](index=20&type=section&id=The%20Whistler%20Gold-Copper%20Project) Ongoing 2023-2024 exploration includes 10,000 meters of drilling, with Phase 1 completed and positive initial results - A planned exploration program for 2023-2024 includes up to **10,000 meters of core drilling**[84](index=84&type=chunk) - The **2023 Phase 1 Drilling Program completed four holes totaling 2,234 meters** before pausing for winter. The program is set to resume in the 2024 field season[85](index=85&type=chunk)[86](index=86&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) Q1 2024 net loss decreased to $0.96 million due to lower G&A expenses, offset by increased exploration costs Selected Operating Results Comparison (Three Months Ended March 31) | Metric ($) | March 31, 2024 | March 31, 2023 | Change | | :--- | :--- | :--- | :--- | | Net loss for the period | 962,449 | 1,024,261 | (61,812) | | Exploration expenses | 414,497 | 125,205 | 289,292 | | General and administrative expenses | 662,901 | 891,280 | (228,379) | - The increase in Q1 2024 **exploration expenses** was primarily due to costs for the **2023 drilling program**, including consulting fees, camp maintenance, and drilling-related costs, which were not incurred in Q1 2023[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) - The decrease in Q1 2024 **general and administrative expenses** was mainly due to lower **professional fees** for legal, audit, and accounting services, which were higher in the prior year period during the preparation for the IPO[91](index=91&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2024, the company had $10.74 million cash and $10.44 million working capital, relying on IPO proceeds Liquidity Position (in U.S. Dollars) | Metric | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $10,739,292 | $11,203,893 | | Working capital | $10,443,837 | $11,293,443 | - The company's ability to fund future operations and exploration depends on its ability to generate cash flow through **equity or debt financing**, as it has not yet generated any revenue[105](index=105&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, U.S. GoldMining is not required to provide this information - The company is a **smaller reporting company** as defined by Rule 12b-2 of the Exchange Act and is not required to provide disclosures about market risk[136](index=136&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of March 31, 2024, with no material changes this quarter - Management concluded that as of the end of the period covered by the report, the company's **disclosure controls and procedures were effective**[137](index=137&type=chunk) - **No material changes** to the company's **internal control over financial reporting** occurred during the last fiscal quarter[139](index=139&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings - The company reports that it is not currently involved in any **material legal proceedings**[141](index=141&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the company's Annual Report on Form 10-K - **No material changes** have occurred in the **risk factors** discussed in the company's Annual Report[142](index=142&type=chunk) [Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists certifications by the CEO and CFO, and Inline XBRL financial data files - Exhibits filed with the report include **CEO and CFO certifications** (Sections 302 and 906 of Sarbanes-Oxley) and **Inline XBRL documents**[148](index=148&type=chunk)

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 November 30, 2023 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 ...

Financial Performance - For the three months ended August 31, 2023, the company recorded a net loss of $2,435,507 ($0.20 per share), compared to a net loss of $484,071 ($0.05 per share) for the same period in 2022[103]. - For the nine months ended August 31, 2023, the company reported a net loss of $5,622,175 ($0.50 per share), compared to a net loss of $832,945 ($0.09 per share) for the same period in 2022[108]. - The loss from operations was $5,889,669 for the nine months ended August 31, 2023, compared to $831,730 for the same period in 2022, driven by higher general and administrative and exploration expenses[112]. Exploration and Drilling Activities - Exploration expenses for the three months ended August 31, 2023, totaled $1,474,372, a significant increase from $96,517 in the same period of 2022[104]. - Exploration expenses for the nine months ended August 31, 2023, amounted to $1,807,651, compared to $170,282 for the same period in 2022[109]. - The company incurred drilling expenses of $516,734 during the three months ended August 31, 2023, compared to $0 for the same period in 2022, reflecting the commencement of the 2023 Phase 1 drilling program[105]. - The 2023 Phase 1 Drilling Program at the Whistler Project commenced on August 21, 2023, with an initial budget of 5,000 meters of drilling[101]. - The company plans to conduct up to 10,000 meters of core drilling and other exploration activities at the Whistler Project during the 2023 and 2024 field seasons[99]. General and Administrative Expenses - General and administrative expenditures were $1,145,636 for the three months ended August 31, 2023, up from $381,449 in the same period of 2022[106]. - General and administrative expenditures increased to $4,060,882 for the nine months ended August 31, 2023, from $647,169 in the same period of 2022, primarily due to increased professional fees related to the IPO[111]. - General and administrative expenses include share-based compensation calculated using the Black-Scholes model[139]. Cash Flow and Financing - Cash and cash equivalents rose to $13,777,663 as of August 31, 2023, compared to $54,508 as of November 30, 2022, reflecting successful capital raising efforts[114]. - Net cash used in operating activities was $7,024,892 for the nine months ended August 31, 2023, significantly higher than $682,902 in the same period of 2022, due to increased expenditures related to the IPO and exploration[118]. - Net cash used in investing activities was $942,015 for the nine months ended August 31, 2023, related to renovations and construction for the Whistler Project[119]. - Net cash provided by financing activities was $21,777,077 during the nine months ended August 31, 2023, primarily from the IPO and warrant exercises[120]. Company Structure and Obligations - As of August 31, 2023, GoldMining owned approximately 79.7% of the company following the IPO[97]. - The company has an annual land payment obligation of $224,583 for 2023 to maintain the Whistler Project in good standing[121]. - An exploration program management agreement was entered into with Equity Geoscience, Ltd. for $5,255,500, with $3,406,170 paid as of August 31, 2023[123]. - As of August 31, 2023, the company had 12,398,709 common shares outstanding, with stock options and warrants representing potential additional shares[130]. Regulatory and Accounting Matters - The FASB issued ASU 2019-12 to simplify accounting for income taxes, effective for fiscal years beginning after December 15, 2021, with no material impact on the Company's financial statements[140]. - The Company may rely on exemptions under the JOBS Act, remaining an emerging growth company until total annual gross revenue reaches $1.235 billion or more[142]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[143].

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 May 31, 2023 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 jurisdiction ...