U.S. GoldMining (USGO) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements of U.S. GoldMining Inc. for the periods ended June 30, 2025, and December 31, 2024, including balance sheets, statements of operations and comprehensive loss, cash flows, and stockholders' equity, along with accompanying notes - The company is an exploration stage company that does not generate revenue and relies on equity financing[23] - The financial statements are prepared on a going concern basis, despite substantial doubt due to recurring losses and reliance on future financing[23] - Management plans to use its At The Market (ATM) Program to alleviate going concern doubt[23] Condensed Consolidated Balance Sheets The balance sheets show a decrease in total assets and stockholders' equity from December 31, 2024, to June 30, 2025, primarily driven by a reduction in cash and cash equivalents, while total liabilities increased Balance Sheet Highlights (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------- | :-------------- | :---------------- | :----- | | Cash and cash equivalents | $3,175,691 | $3,880,747 | -$705,056 | | Total current assets | $3,454,597 | $4,118,228 | -$663,631 | | Total assets | $4,402,348 | $5,149,151 | -$746,803 | | Total current liabilities | $486,147 | $420,241 | +$65,906 | | Total liabilities | $769,665 | $704,016 | +$65,649 | | Total stockholders' equity | $3,632,683 | $4,445,135 | -$812,452 | Condensed Consolidated Statements of Operations and Comprehensive Loss The company reported a reduced net loss for both the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to significantly lower exploration expenses, partially offset by increased general and administrative expenses Net Loss (Three Months Ended June 30) | Metric | 2025 | 2024 | Change | | :------------------- | :----------- | :----------- | :----- | | Net loss | $(905,020) | $(1,487,203) | +$582,183 | | Basic and diluted EPS | $(0.07) | $(0.12) | +$0.05 | Net Loss (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | | :------------------- | :----------- | :----------- | :----- | | Net loss | $(2,196,616) | $(2,449,652) | +$253,036 | | Basic and diluted EPS | $(0.18) | $(0.20) | +$0.02 | Exploration Expenses (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | | :------------------ | :----------- | :----------- | :----- | | Exploration expenses | $443,356 | $1,337,900 | -$894,544 | General and Administrative Expenses (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | | :-------------------------------- | :----------- | :----------- | :----- | | General and administrative expenses | $1,722,175 | $1,316,011 | +$406,164 | Condensed Consolidated Statements of Cash Flows For the six months ended June 30, 2025, net cash used in operating activities decreased significantly compared to the prior year, while financing activities provided substantial cash through the At-The-Market (ATM) program, offsetting the cash used in operations Cash Flow Summary (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | | :------------------------------------------ | :----------- | :----------- | :----- | | Net cash used in operating activities | $(1,792,173) | $(2,819,802) | +$1,027,629 | | Net cash used in investing activities | $0 | $(171,836) | +$171,836 | | Net cash provided by financing activities | $1,089,099 | $6,985 | +$1,082,114 | | Net change in cash, cash equivalents and restricted cash | $(703,074) | $(2,984,653) | +$2,281,579 | | Cash, cash equivalents and restricted cash, end of period | $3,263,934 | $8,306,996 | -$5,043,062 | - The decrease in cash used in operating activities was primarily due to a decrease in operating expenses[105] - Financing activities in 2025 were significantly boosted by net proceeds from the ATM Program[107] Condensed Consolidated Statements of Stockholders' Equity Stockholders' equity decreased from December 31, 2024, to June 30, 2025, primarily due to the net loss for the period, partially offset by proceeds from the At-The-Market offering and stock-based compensation Stockholders' Equity (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------- | :-------------- | :---------------- | :----- | | Total Stockholders' Equity | $3,632,683 | $4,445,135 | -$812,452 | | Accumulated Deficit | $(25,394,634) | $(23,198,018) | -$2,196,616 | | Additional Paid-In Capital | $29,014,740 | $27,630,696 | +$1,384,044 | - Net loss for the six months ended June 30, 2025, was $(2,196,616)[18] - Proceeds from At-The-Market offering contributed $1,122,253 to additional paid-in capital[18] Notes to Condensed Consolidated Financial Statements This section provides detailed disclosures on the company's business, significant accounting policies, and specific financial statement line items, including cash, prepaid expenses, property and equipment, leases, exploration and general & administrative expenses, capital stock, net loss per share, financial instruments, commitments, and related party transactions - The company is a mineral exploration company focused on the Whistler Project in Alaska[21] - The company is an exploration stage company that does not generate revenue and relies on equity-based financing[23] - Substantial doubt exists about the company's ability to continue as a going concern, which management plans to address through its ATM Program[23] Note 1: Business U.S. GoldMining Inc. is a mineral exploration company, a subsidiary of GoldMining Inc., focused on its 100%-owned Whistler Project in Alaska. The company is an exploration stage entity, generates no revenue, and faces substantial doubt about its going concern ability, relying on equity financing - U.S. GoldMining Inc. is a subsidiary of GoldMining Inc., with GoldMining owning approximately 78.5% of outstanding shares as of June 30, 2025[19] - The company's primary asset is the 100%-owned Whistler exploration property in Alaska, USA[22] - The company is an exploration stage company, does not generate revenue, and relies mainly on equity-based financing[23] Note 2: Summary of Significant Accounting Policies This note outlines the basis of presentation for the unaudited interim condensed consolidated financial statements, confirming adherence to U.S. GAAP, the consolidation of its wholly-owned subsidiary, and management's use of estimates. It also discusses recently issued accounting pronouncements - Financial statements are prepared in conformity with U.S. GAAP[24] - Consolidated financial statements include US GoldMining Canada Inc., a wholly-owned subsidiary[25] - ASU 2023-09 (Income Tax Disclosures) is effective for annual periods after December 15, 2024, and is not expected to have a material impact[28] Note 3: Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents decreased from December 31, 2024, to June 30, 2025, primarily due to a reduction in term deposits, while restricted cash remained stable Cash and Cash Equivalents (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | | :---------------------- | :-------------- | :---------------- | | Cash at bank | $575,691 | $580,747 | | Term deposits | $2,600,000 | $3,300,000 | | Total | $3,175,691 | $3,880,747 | - Restricted cash, held as security for corporate credit cards, was $88,243 as of June 30, 2025[30] Note 4: Prepaid Expenses Prepaid expenses increased from December 31, 2024, to June 30, 2025, mainly driven by higher prepaid corporate development expenses and dues/subscriptions, partially offset by a decrease in prepaid insurance Prepaid Expenses (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------ | :-------------- | :---------------- | | Prepaid corporate development expenses | $54,119 | $8,972 | | Prepaid insurance | $36,932 | $93,552 | | Prepaid dues and subscriptions | $35,000 | $603 | | Total | $131,986 | $108,943 | Note 5: Property and Equipment The net book value of property and equipment decreased from December 31, 2024, to June 30, 2025, primarily due to accumulated depreciation across all categories, with no new significant purchases Property and Equipment Net Book Value (June 30, 2025 vs. December 31, 2024) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :-------------- | :---------------- | | Camp structures | $618,974 | $657,359 | | Vehicles and hauling equipment | $119,146 | $140,388 | | Exploration equipment | $77,664 | $88,478 | | Computer hardware | $1,433 | $1,862 | | Total | $817,217 | $888,087 | Note 6: Leases The company has an operating lease for office premises in Vancouver, with remaining lease liabilities of $102,786 as of June 30, 2025, and total lease expenses for the six months ended June 30, 2025, were $19,582 - Remaining lease term for office premises was 3.25 years as of June 30, 2025, with an incremental borrowing rate of 11.34%[33] Present Value of Lease Liabilities (June 30, 2025) | Metric | Amount | | :-------------------------- | :------- | | Total lease payments | $120,789 | | Less: imputed interest | $(18,003) | | Present value of lease liabilities | $102,786 | | Current portion | $28,580 | | Non-current portion | $74,206 | Total Lease Expenses (Six Months Ended June 30) | Metric | 2025 | 2024 | | :------------------ | :------- | :------- | | Total Lease Expenses | $19,582 | $20,236 | Note 7: Exploration Expenses Exploration expenses significantly decreased for both the three and six months ended June 30, 2025, compared to 2024, primarily due to the timing of field activities at the Whistler Project, with the 2025 program commencing later Exploration Expenses (Three Months Ended June 30) | Category | 2025 | 2024 | Change | | :------------------------------------------ | :------- | :------- | :------- | | Consulting fees | $196,600 | $285,449 | -$88,849 | | Camp and field support expenses | $18,811 | $185,597 | -$166,786 | | Transportation, travel and other exploration expenses | $3,621 | $171,527 | -$167,906 | | Drilling and associated costs | $1,097 | $280,830 | -$279,733 | | Total | $220,129 | $923,403 | -$703,274 | Exploration Expenses (Six Months Ended June 30) | Category | 2025 | 2024 | Change | | :------------------------------------------ | :------- | :------- | :------- | | Consulting fees | $318,092 | $441,283 | -$123,191 | | Camp and field support expenses | $61,878 | $339,037 | -$277,159 | | Transportation, travel and other exploration expenses | $38,143 | $194,560 | -$156,417 | | Drilling and associated costs | $25,243 | $363,020 | -$337,777 | | Total | $443,356 | $1,337,900 | -$894,544 | - The decrease in drilling and associated costs was primarily due to the 2025 field program commencing in July 2025, compared to June 2024 for the prior year[94][97] Note 8: General and Administrative Expenses General and administrative expenses increased for both the three and six months ended June 30, 2025, compared to 2024, primarily driven by higher consulting, corporate development, investor relations, and stock-based compensation expenses, partially offset by reduced professional fees General and Administrative Expenses (Three Months Ended June 30) | Category | 2025 | 2024 | Change | | :------------------------------------------------ | :------- | :------- | :------- | | Office, consulting, investor relations, insurance and travel | $314,266 | $190,604 | +$123,662 | | Stock-based compensation | $122,650 | $55,371 | +$67,279 | | Management fees, salaries and benefits | $102,669 | $86,519 | +$16,150 | | Professional fees | $80,261 | $265,780 | -$185,519 | | Total | $666,367 | $653,110 | +$13,257 | General and Administrative Expenses (Six Months Ended June 30) | Category | 2025 | 2024 | Change | | :------------------------------------------------ | :------- | :------- | :------- | | Office, consulting, investor relations, insurance and travel | $883,684 | $493,823 | +$389,861 | | Stock-based compensation | $295,065 | $140,637 | +$154,428 | | Management fees, salaries and benefits | $196,029 | $174,642 | +$21,387 | | Professional fees | $256,053 | $418,587 | -$162,534 | | Total | $1,722,175 | $1,316,011 | +$406,164 | - The increase in consulting, corporate development, and investor relations expenses was primarily due to higher digital marketing expenditures[92][96] Note 9: Capital Stock This note details the company's equity structure, including the At-The-Market (ATM) Program, common and preferred stock, restricted shares, share purchase warrants, stock options, and restricted stock units (RSUs), outlining their activity and associated compensation expenses - As of June 30, 2025, there were 12,577,159 shares of common stock issued and outstanding[40] - The company has an ATM Program to sell up to $5.5 million shares of common stock[38] - During Q2 2025, 111,422 shares were sold under the ATM Program for gross proceeds of $1,122,253[38] 9.1 Equity Financing The company utilizes an At-The-Market (ATM) Program, established in May 2024, to sell up to $5.5 million in common stock. During Q2 2025, it sold 111,422 shares for over $1.1 million gross proceeds, and further sales occurred post-quarter end - ATM Program allows selling up to $5.5 million shares of common stock[38] - During Q2 2025, 111,422 shares were sold under the ATM Program for gross proceeds of $1,122,253, at an average price of approximately $10.07 per share[38] - Subsequent to June 30, 2025, 105,517 shares were sold for gross proceeds of $878,161[39] 9.2 Common and Preferred Stocks The company's authorized share capital includes 300 million common shares and 10 million preferred shares, both with a par value of $0.001. As of June 30, 2025, 12,577,159 common shares were outstanding, with no preferred stock issued - Authorized common stock: 300,000,000 shares, par value $0.001[40] - Issued and outstanding common stock as of June 30, 2025: 12,577,159 shares[40] - No preferred stock issued and outstanding[40] 9.3 Restricted Shares The company has a Legacy Incentive Plan for restricted stock awards, with 254,000 of the initial 635,000 performance-based Restricted Shares remaining unvested as of June 30, 2025. These shares vest upon meeting specific performance conditions related to market capitalization, share price, and exploration activities - Maximum 1,000,000 common shares may be issued under the Legacy Incentive Plan[41] - Initial grant of 635,000 performance-based Restricted Shares in September 2022[42] - 254,000 Restricted Shares remain unvested as of June 30, 2025[42] 9.4 Share Purchase Warrants As of June 30, 2025, the company had 1,740,992 common stock purchase warrants outstanding, each exercisable at $13.00 per share, with a weighted average remaining contractual life of 0.82 years - Outstanding common stock purchase warrants: 1,740,992 as of June 30, 2025[47] - Exercise price: $13.00 per share[47] - Weighted average remaining contractual life: 0.82 years[47] 9.5 Stock Options The 2023 Incentive Plan allows for various equity awards, with stock options vesting over 18 months. As of June 30, 2025, 293,550 stock options were outstanding at an exercise price of $10.00, with $125,032 in unrecognized stock-based compensation expense remaining - The 2023 Incentive Plan allows for various equity awards, not exceeding 10% of outstanding common stock[48] - Stock options vest 25% on grant date and 25% every six months thereafter for 18 months[50] - Outstanding stock options as of June 30, 2025: 293,550 at an exercise price of $10.00[51] 9.6 Restricted Stock Units Restricted Stock Units (RSUs) vest in four equal annual installments, with compensation expense recognized over the vesting period based on fair value at grant date. As of June 30, 2025, 7,124 RSUs were outstanding, and the company recognized $89,387 in compensation expense for the six months ended June 30, 2025 - RSUs vest in four equal annual installments[53] - Outstanding RSUs as of June 30, 2025: 7,124[54] - Stock-based compensation expense for RSUs for the six months ended June 30, 2025, was $89,387[54] Note 10: Net Loss Per Share For the three and six months ended June 30, 2025, the basic and diluted net loss per share were $(0.07) and $(0.18) respectively, which are the same due to the company being in a net loss position, rendering potentially dilutive securities anti-dilutive Net Loss Per Share (Three Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------- | :------- | :------- | | Net loss | $(905,020) | $(1,487,203) | | Weighted average shares outstanding | 12,509,273 | 12,398,709 | | Net loss per share, basic and diluted | $(0.07) | $(0.12) | Net Loss Per Share (Six Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------- | :------- | :------- | | Net loss | $(2,196,616) | $(2,449,652) | | Weighted average shares outstanding | 12,483,779 | 12,398,709 | | Net loss per share, basic and diluted | $(0.18) | $(0.20) | - Potentially dilutive securities (stock options, RSUs, warrants) were excluded from diluted EPS calculation as they were anti-dilutive due to the net loss[56] Note 11: Financial Instruments The company manages financial risks including credit, liquidity, and currency risk. Credit risk is mitigated by holding cash with reputable institutions. Liquidity risk is managed by monitoring funding and relying on equity financing, with a working capital of $2,968,450 as of June 30, 2025. Currency risk, primarily from Canadian dollar denominated instruments, has a minor impact on net loss - The company's financial risks include credit risk, liquidity risk, and currency risk[57] - Working capital as of June 30, 2025, was $2,968,450[59] - The company relies on equity financing (private placements, public offerings, ATM Program) and loans to fund operations, with capital markets receptiveness being a risk[60] Note 12: Commitments and Contingencies The company has ongoing commitments to maintain its Whistler Project, including annual land payments and labor requirements. It also has future obligations related to net smelter return (NSR) royalties and a net profit interest on the project. Subsequent to quarter-end, an agreement for an exploration program totaling $1,844,000 was entered into - Annual land payments of $230,605 and an annual labor requirement of $135,200 are required to maintain the Whistler Project[63][108] - The Whistler Project is subject to a 1.0% NSR royalty to Gold Royalty U.S. Corp., a 2.75% NSR royalty to Osisko Mining (USA) Inc. (with a buy-down right to 2.0% for $5,000,000), and a 2.0% net profit interest to Sandstorm Gold Ltd[64][65][116] - Subsequent to June 30, 2025, the company entered into an agreement for an exploration program with Equity Geoscience totaling $1,844,000 for January 1, 2025, to April 30, 2026[66][110] Note 13: Related Party Transactions The company shares personnel and services with its parent, GoldMining Inc., and incurs general and administrative costs with Blender Media Inc., a company related to a GoldMining director. Allocated costs from GoldMining were nil for the six months ended June 30, 2025, a decrease from the prior year, while Blender Media costs also decreased - Allocated costs from GoldMining to the company were $nil for the three and six months ended June 30, 2025, down from $7,400 and $18,366 respectively in 2024[67][111] - General and administrative costs paid to Blender Media Inc. (related party) were $3,707 for the six months ended June 30, 2025, a significant decrease from $139,513 in 2024[68][112] - Stock-based compensation costs for a GoldMining co-chairman/director were $2,418 for the six months ended June 30, 2025[69][113] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and operational results for the three and six months ended June 30, 2025. It covers business overview, recent developments, results of operations, liquidity and capital resources, outstanding securities, critical accounting estimates, and recent accounting pronouncements - The company is an exploration stage company with its sole project being the Whistler Project in Alaska[78] - Net loss decreased for both the three and six months ended June 30, 2025, primarily due to lower exploration expenses[90][95] - The company relies on equity financing, including its ATM Program, to fund operations and address going concern doubts[103] General This introductory section clarifies the scope of the Management's Discussion and Analysis (MD&A), stating it covers the financial condition and results of operations for the three and six months ended June 30, 2025, and should be read in conjunction with the company's interim and annual financial statements - The MD&A covers the financial condition and results of operations for the three and six months ended June 30, 2025[72] - It should be read with the unaudited interim condensed consolidated financial statements and the audited consolidated financial statements from the Annual Report[72] Cautionary Note Regarding Forward-Looking Statements This section warns readers that the MD&A contains forward-looking statements about future plans, financial performance, and capital needs, which are based on opinions and assumptions that may not prove correct. It emphasizes that actual results could differ materially due to known and unknown risks, and the company disclaims any obligation to update these statements unless required by law - The MD&A includes forward-looking statements regarding plans, objectives, future revenue, capital expenditures, and financing needs[73] - These statements are based on opinions, estimates, and assumptions that may not prove correct[74] - Actual results may differ materially due to known and unknown risks, including those detailed in the Annual Report's "Risk Factors"[75] Business Overview U.S. GoldMining Inc. is a U.S.-domiciled exploration stage company, a subsidiary of GoldMining Inc., with its sole focus on the Whistler Project, a gold-copper exploration project in Alaska. GoldMining Inc. holds a controlling interest of approximately 77.9% in the company - U.S. GoldMining Inc. is a U.S.-domiciled exploration stage company[78] - Its sole project is the Whistler Project, a gold-copper exploration project in Alaska[78] - GoldMining Inc. owns 9,878,261 shares (77.9%) of the company's common stock as of the filing date[79] Recent Developments Recent developments at the Whistler Project include updates on exploration targets (Whistler-Raintree, Island Mountain, Muddy Creek mineral systems), the selection of Ausenco Engineering Canada ULC to lead an initial economic assessment (PEA), and the announcement of the 2025 Exploration Program. Additionally, the State of Alaska's West Susitna Access Project is expected to improve infrastructure access to the Whistler Project - Updates on exploration targets at the Whistler Project, including Whistler-Raintree, Island Mountain, and Muddy Creek mineral systems, were provided in May and June 2025[82][83][85] - Ausenco Engineering Canada ULC was selected to lead the initial economic assessment (PEA) for the Whistler Project in June 2025[84] - The 2025 Exploration Program will focus on developing new porphyry gold-copper drill targets within the Whistler Orbit and follow-up mapping at Muddy Creek[86] At-The-Market Equity Program The company established an At-The-Market (ATM) Program in May 2024, allowing it to sell up to $5.5 million in common stock. During Q2 2025, 111,422 shares were sold for $1.12 million gross proceeds, and an additional $0.88 million in gross proceeds were generated from sales of 105,517 shares subsequent to June 30, 2025 - ATM Program allows for the sale of up to $5.5 million shares of common stock[88] - During Q2 2025, 111,422 shares were sold for gross proceeds of $1,122,253, with commissions of $33,154[88] - Subsequent to June 30, 2025, 105,517 shares were sold for gross proceeds of $878,161, with commissions of $23,771[89] Results of Operations The company experienced a reduced net loss for both the three and six months ended June 30, 2025, compared to the prior year, primarily driven by a significant decrease in exploration expenses, partially offset by an increase in general and administrative expenses - Net loss decreased by $582,183 for the three months ended June 30, 2025, and by $253,036 for the six months ended June 30, 2025, compared to the respective prior-year periods[90][95] - Exploration expenses decreased by $703,274 for the three months and $894,544 for the six months ended June 30, 2025, compared to the prior-year periods[90][95] - General and administrative expenses increased by $13,257 for the three months and $406,164 for the six months ended June 30, 2025, compared to the prior-year periods[90][95] Three months ended June 30, 2025, compared to three months ended June 30, 2024 For the three months ended June 30, 2025, the net loss decreased to $905,020 from $1,487,203 in 2024, mainly due to a significant reduction in exploration expenses (down $703,274), partially offset by a slight increase in general and administrative expenses (up $13,257) Selected Operating Results (Three Months Ended June 30) | Metric | 2025 | 2024 | Change | | :-------------------------------- | :----------- | :----------- | :----- | | Net loss for the period | $(905,020) | $(1,487,203) | +$582,183 | | Loss from operations | $(926,884) | $(1,610,760) | +$683,876 | | Exploration expenses | $220,129 | $923,403 | -$703,274 | | General and administrative expenses | $666,367 | $653,110 | +$13,257 | - The decrease in exploration expenses was primarily due to the 2025 field program commencing later (July 2025) compared to 2024 (June 2024)[94] - General and administrative expenses increased due to higher digital marketing expenditures and stock-based compensation, partially offset by lower professional fees[92] Six months ended June 30, 2025, compared to six months ended June 30, 2024 For the six months ended June 30, 2025, the net loss decreased to $2,196,616 from $2,449,652 in 2024, primarily driven by a substantial reduction in exploration expenses (down $894,544), partially offset by a significant increase in general and administrative expenses (up $406,164) Selected Operating Results (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | | :-------------------------------- | :----------- | :----------- | :----- | | Net loss for the period | $(2,196,616) | $(2,449,652) | +$253,036 | | Loss from operations | $(2,246,188) | $(2,717,515) | +$471,327 | | Exploration expenses | $443,356 | $1,337,900 | -$894,544 | | General and administrative expenses | $1,722,175 | $1,316,011 | +$406,164 | - The decrease in exploration expenses was mainly due to reduced camp and field support, transportation, and drilling costs, attributed to the later start of the 2025 field program[97] - The increase in general and administrative expenses was primarily due to higher consulting, corporate development, investor relations, and stock-based compensation, partially offset by lower professional fees[96][102] Liquidity and Capital Resources The company's cash and cash equivalents decreased to $3.18 million as of June 30, 2025, from $3.88 million at December 31, 2024, primarily due to operating and exploration expenditures, partially offset by proceeds from the ATM Program. The company continues to rely on equity financing to fund operations and address its going concern status Liquidity Metrics (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------- | :-------------- | :---------------- | :----- | | Cash and cash equivalents | $3,175,691 | $3,880,747 | -$705,056 | | Working capital | $2,968,450 | $3,697,987 | -$729,537 | | Total assets | $4,402,348 | $5,149,151 | -$746,803 | | Total current liabilities | $486,147 | $420,241 | +$65,906 | - The decrease in cash was primarily due to general and administrative expenses and exploration expenditures, partially offset by net proceeds from the ATM Program[100] - The company has not generated revenue and relies on equity financing (private placements, public offerings, ATM Program) and loans to meet obligations and finance exploration[103] Summary of Cash Flows For the six months ended June 30, 2025, net cash used in operating activities significantly decreased to $1.79 million from $2.82 million in 2024, mainly due to reduced operating expenses. Investing activities were nil, while financing activities provided $1.09 million, primarily from the ATM Program - Net cash used in operating activities decreased by $1,027,629 (from $2,819,802 in 2024 to $1,792,173 in 2025)[105] - Net cash provided by financing activities increased significantly to $1,089,099 in 2025 (from $6,985 in 2024), primarily from the ATM Program[107] - Net cash used in investing activities was $nil in 2025, compared to $171,836 in 2024[106] Commitments Required to Keep Whistler Project in Good Standing To maintain the Whistler Project in good standing, the company is obligated to make annual land payments of $230,605 and meet an annual labor requirement of $135,200, which can be satisfied by a cash-in-lieu payment - Annual land payments to Alaska Department of Natural Resources: $230,605[108] - Annual labor requirement: $135,200 (cash-in-lieu payment option available)[108] Future Commitments The company has future obligations related to the Whistler Project, including a 2.75% net smelter return (NSR) royalty to Osisko Mining (USA) Inc. (with a buy-down option), a 2.0% net proceeds royalty to Sandstorm Gold Ltd., and a 1.0% NSR royalty to Gold Royalty U.S. Corp. Additionally, a $1.844 million exploration program agreement was signed post-quarter end - 2.75% NSR royalty on Whistler Project to Osisko Mining (USA) Inc., with a right to buy down to 2.0% for $5,000,000[116] - 2.0% net proceeds royalty interest on Whistler Deposit and Raintree West deposit to Sandstorm Gold Ltd[116] - 1.0% NSR royalty on Whistler Project to Gold Royalty U.S. Corp[116] Transactions with Related Parties The company engages in related party transactions, sharing personnel and services with GoldMining Inc. and incurring general and administrative expenses with Blender Media Inc., a company linked to a GoldMining director. Allocated costs from GoldMining were nil for the current period, while payments to Blender Media Inc. significantly decreased - Allocated costs from GoldMining were $nil for the three and six months ended June 30, 2025, compared to $7,400 and $18,366 in 2024, respectively[111] - General and administrative expenses paid to Blender Media Inc. (related party) were $2,450 and $3,707 for the three and six months ended June 30, 2025, respectively, a significant decrease from 2024[112] - Stock-based compensation costs for a GoldMining co-chairman and director were $1,182 and $2,418 for the three and six months ended June 30, 2025, respectively[113] Outstanding Securities As of the filing date, the company has 12,682,676 shares of common stock outstanding, including 254,000 performance-based Restricted Shares. Additionally, there are 293,550 stock options, 7,124 Restricted Stock Units (RSUs), and 1,740,992 warrants outstanding - Common Stock outstanding: 12,682,676 shares (including 254,000 Restricted Shares)[117] - Stock options outstanding: 293,550 shares at $10 exercise price[117] - Restricted Stock Units (RSUs) outstanding: 7,124[117] Critical Accounting Estimates and Judgments The preparation of financial statements requires management to make significant judgments and estimates, particularly concerning asset retirement obligations, restricted shares and RSUs, and stock options. These estimates involve assumptions about future activities, costs, and market factors, and actual outcomes may differ - Significant estimates include asset retirement obligations, restricted shares and RSUs, and stock-based compensation[118][119][120] - Asset retirement obligations involve assumptions on future rehabilitation costs, timing, inflation, and interest rates[119] - Stock option fair values are determined using the Black-Scholes model, with expected volatility based on comparable companies due to limited trading history[121] Recently Issued Accounting Pronouncements The company is evaluating the impact of two recently issued FASB Accounting Standards Updates (ASUs). ASU 2023-09 (Income Tax Disclosures), effective after December 15, 2024, is not expected to have a material impact. ASU 2024-03 (Expense Disaggregation Disclosures), effective after December 15, 2026, is currently being evaluated for its potential impact - ASU 2023-09 (Income Taxes) is effective for annual periods beginning after December 15, 2024, and is not expected to materially impact financial statements[122] - ASU 2024-03 (Expense Disaggregation Disclosures) is effective for fiscal years beginning after December 15, 2026, and its impact is currently being evaluated[123] JOBS Act As an "emerging growth company" under the JOBS Act, the company can take advantage of extended transition periods for new accounting standards and may rely on other exemptions, such as not providing an auditor's attestation report on internal controls. The company will remain an emerging growth company until certain revenue, anniversary, debt, or filer status thresholds are met - As an "emerging growth company," the company can delay adoption of new accounting standards[124] - The company may rely on exemptions, including not providing an auditor's attestation report on internal controls over financial reporting[125] - The company will cease to be an emerging growth company upon meeting specific criteria related to annual gross revenue, IPO anniversary, nonconvertible debt, or large accelerated filer status[125] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, U.S. GoldMining Inc. is not required to provide quantitative and qualitative disclosures about market risk under this item - The company is a smaller reporting company[126] - It is not required to provide information under this item[126] Item 4. Controls and Procedures Management, including the Principal Executive Officer and Principal Financial Officer, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025. There have been no material changes in internal control over financial reporting during the last fiscal quarter - Disclosure controls and procedures were effective as of June 30, 2025[127] - No material changes in internal control over financial reporting occurred during the last fiscal quarter[128] Evaluation of Disclosure Controls and Procedures Management, with the involvement of its Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, and concluded they were effective - Disclosure controls and procedures were evaluated and deemed effective as of June 30, 2025[127] - Any system of controls provides reasonable, not absolute, assurance of effectiveness[127] Changes in Internal Control over Financial Reporting There have been no changes in the company's internal control over financial reporting during the last completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting - No material changes in internal control over financial reporting occurred during the last fiscal quarter[128] PART II – OTHER INFORMATION Item 1. Legal Proceedings The company is not currently a party to any material legal proceedings. While it may face claims in the ordinary course of business, such proceedings could adversely impact the company due to defense costs and diversion of resources - The company is not currently a party to any material legal proceedings[130] - Legal proceedings could have an adverse impact due to costs and resource diversion[130] Item 1A. Risk Factors This section directs readers to the "Risk Factors" discussed in the company's Annual Report on Form 10-K. As of the current filing date, there have been no material changes to these previously disclosed risk factors - Readers should consider risks discussed in the Annual Report's "Risk Factors"[131] - No material changes in risk factors as of the filing date[131] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reports no unregistered sales of equity securities or use of proceeds for the period - None[132] Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities for the period - None[132] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[133] Item 5. Other Information The company reports no other information for the period - None[134] Item 6. Exhibits This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including certifications from the CEO and CFO, and XBRL-related documents - Includes certifications from CEO and CFO (Exhibits 31.1, 31.2, 32.1)[135] - Includes XBRL Instance Document and Taxonomy Extension Documents (Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE)[135] SIGNATURES The report is duly signed on behalf of U.S. GoldMining Inc. by its President, Chief Executive Officer (Tim Smith), and Chief Financial Officer (Tyler Wong) on August 13, 2025, affirming compliance with the Securities Exchange Act of 1934 requirements - Signed by Tim Smith, President, Chief Executive Officer[138] - Signed by Tyler Wong, Chief Financial Officer[138] - Date of signing: August 13, 2025[138]