Workflow
U.S. GoldMining (USGO) - 2025 Q1 - Quarterly Report

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 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 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, 202517 - The company's primary asset is the 100%-owned Whistler exploration property located in Alaska, which is accessible by fixed-wing aircraft20 Note 9: Capital Stock 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, 202535 - 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 years43 - 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)414749 Note 12: Commitments and Contingencies 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 - 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 Corp5960 Note 13: Related Party Transactions 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 202461 - 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 202462 Note 14: Subsequent Event 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 $489,30365 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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, 202580 - 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 PEA81 - Additional diamond core drill results from the 2024 program were announced in February 2025, showing high-grade mineralization at the Whistler Deposit78 Results of Operations 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 20248587 - General and administrative expenses increased mainly due to higher digital marketing expenditures and increased stock-based compensation8587 Liquidity and Capital Resources 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 operations9255 - Management believes that existing cash on hand is sufficient to fund working capital requirements for the next twelve months56 - 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 expenses94 Critical Accounting Estimates and Judgments 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 rates108 - The valuation of Restricted Shares and RSUs requires estimating the vesting period and fair value at the grant date110 - 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 rates111 Quantitative and Qualitative Disclosures About Market Risk 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 item116 Controls and Procedures 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, 2025117 - There were no material changes in the company's internal control over financial reporting during the first quarter of 2025118 PART II – OTHER INFORMATION This section covers other required information, including legal proceedings, risk factors, sales of equity securities, and exhibits Legal Proceedings The company is not currently involved in any material legal proceedings - The company is not currently involved in any material legal proceedings120 Risk Factors 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 Report121 Other Information (Items 2, 3, 4, 5) 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)122124 - Mine Safety Disclosures (Item 4) were 'Not applicable'123 Exhibits 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 Act125 - Interactive Data Files (XBRL documents) are also included as exhibits with the filing125