U.S. GoldMining (USGO) - 2024 Q1 - Quarterly Report

PART I – FINANCIAL INFORMATION Financial Statements Presents unaudited consolidated financial statements for Q1 2024, including balance sheets, income statements, cash flows, and equity, with explanatory notes Condensed Consolidated Balance Sheets 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 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 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 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][21] - 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] - 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] - 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][70] Management's Discussion and Analysis of Financial Condition and Results of Operations Discusses Q1 2024 net loss, liquidity, cash flows, and commitments, highlighting decreased fees and increased exploration Business Overview 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] - As of the report date, parent company GoldMining Inc. owns 79.7% of the outstanding common stock[80] The Whistler Gold-Copper Project 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] - 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][86] Results of Operations 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][89][90] - 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] Liquidity and Capital Resources 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] Quantitative and Qualitative Disclosures About Market Risk 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] Controls and Procedures 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] - No material changes to the company's internal control over financial reporting occurred during the last fiscal quarter[139] PART II – OTHER INFORMATION Legal Proceedings 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] Risk Factors 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] Exhibits 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]