U.S. GoldMining (USGO) - 2025 Q3 - Quarterly Report

Financial Performance - For the three months ended September 30, 2025, the net loss was $2,814,623, a decrease of $1,531,126 compared to a net loss of $4,345,749 for the same period in 2024[90] - For the nine months ended September 30, 2025, the net loss was $5,011,239, a decrease of $1,784,162 from the net loss of $6,795,401 in the same period of 2024[95] - The loss from operations for the three months ended September 30, 2025, was $2,835,773, a decrease of $1,593,473 from $4,429,246 in the same period of 2024[90] - The loss from operations was $5,081,961 for the nine months ended September 30, 2025, compared to $7,146,761 in 2024, a decrease of $2,064,800[98] Expenses - Exploration expenses for the three months ended September 30, 2025, were $2,095,409, down from $3,911,335 in the same period of 2024, reflecting a decrease of $1,815,926[90] - Exploration expenses decreased to $2,538,765 in 2025 from $5,249,235 in 2024, reflecting a reduction of $2,710,470[96] - General and administrative expenses increased to $699,855 for the three months ended September 30, 2025, compared to $477,869 for the same period in 2024, an increase of $221,986[90] - General and administrative expenses increased to $2,422,030 in 2025, up by $628,150 from $1,793,880 in 2024[96] Cash Flow and Assets - As of September 30, 2025, cash and cash equivalents were $3,289,803, down from $3,880,747 as of December 31, 2024[99] - Total assets decreased to $4,711,217 as of September 30, 2025, from $5,149,151 as of December 31, 2024[99] - Net cash used in operating activities was $4,696,634 for the nine months ended September 30, 2025, a decrease from $6,640,446 in the same period of 2024[105] - Net cash provided by financing activities was $4,062,395 in 2025, significantly higher than $10,202 in 2024, primarily from the ATM Program[107] Share and Stock Information - The company sold 308,282 shares of Common Stock under the At-The-Market (ATM) Program for gross proceeds of $3,054,072 during the three months ended September 30, 2025[88] - Aggregate commissions paid to agents under the ATM Program were $80,776 for the three months ended September 30, 2025[88] - As of September 30, 2025, the company has 13,273,195 shares of Common Stock outstanding, including 254,000 performance-based Restricted Shares[117] - There are outstanding stock options to purchase 279,800 shares at an exercise price of $10 per share and Warrants to purchase 1,740,992 shares at an exercise price of $13 per share[117] Project Development - The company selected Ausenco Engineering Canada ULC to lead the proposed initial economic assessment for the Whistler Project announced on June 9, 2025[81] - The company’s principal project, the Whistler Project, is located in the Yentna Mining District, approximately 105 miles northwest of Anchorage, Alaska[78] - The 2025 Exploration Program commenced in July 2025 and was completed in October 2025, focusing on developing new potential porphyry gold-copper drill targets[82] Obligations and Liabilities - The company has an annual land payment obligation of $230,605 for the Whistler Project in 2025[108] - A work order for professional services related to the Whistler Project was amended to $2,094,000, with $1,969,848 already paid as of the date of the filing[110] - The asset retirement obligation represents the present value of estimated future costs for rehabilitation of mineral properties, which may vary due to uncertainties in cost estimates[119] - Management periodically reviews and adjusts the asset retirement obligation based on new information and regulatory changes[119] Royalty Interests - The company holds a 2.75% net smelter return (NSR) over 377 claims related to the Whistler Project, with a potential buy-down option to 2.0% for a one-time payment of $5,000,000[116] - A 2.0% net proceeds royalty interest is specified over the Whistler Deposit and Raintree West deposit, which will be transferred to RG Royalties in October 2025[116] - The company has a 1.0% NSR over the Whistler Project to Gold Royalty U.S. Corp. as per an agreement dated January 11, 2021[116] Regulatory and Compliance - The company is evaluating the impact of recently issued accounting standards, including ASU 2023-09, which expands income tax disclosures effective after December 15, 2024[122] - The company is also assessing the implications of ASU-2024-03, requiring detailed expense disclosures effective after December 15, 2026[123] - The company remains an emerging growth company until it meets certain revenue or debt thresholds, allowing it to rely on reduced reporting requirements under the JOBS Act[125]