US GoldMining Inc

Previous wording

We are a United States domiciled exploration stage company and our sole project is currently the Whistler Project. The Whistler Project is a gold-copper exploration project located in the Yentna Mining District, approximately 150 km northwest of Anchorage, in Alaska.

Current wording

We are a United States domiciled exploration stage company and our sole project is currently the Whistler Project. The Whistler Project is a gold-copper exploration project located in the Yentna Mining District, approximately 105 miles (170 kilometres) northwest of Anchorage, in Alaska.

Previous wording

Our principal executive offices are located at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, Canada V6E 4A2, our registered office is 3773 Howard Hughes Pkwy #500s Las Vegas, NV 89169 and our head operating offices are located at 301 Calista Court, Suite 200, Office 203, Anchorage, Alaska, 99518. Our website address is www.usgoldmining.us.

Current wording

Our principal executive offices are located at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, Canada V6E 4A2, our registered office is 3773 Howard Hughes Pkwy #500s Las Vegas, NV 89169 and our head operating office is located at 301 Calista Court, Suite 200, Office 203, Anchorage, Alaska, 99518. Our website address is www.usgoldmining.us.

Previous wording

On February 9, 2024, our board of directors approved a change of our fiscal year end from November 30 to December 31, effective beginning with the next fiscal year, which began on January 1, 2024, and will end on December 31, 2024 (the “Fiscal 2024”). As a result of the change in fiscal year, there was a one-month transition period beginning on December 1, 2023, and ending on December 31, 2023 (the “Transition Period”). See “Results of Operations” for further information regarding the Transition Period.

Current wording

On February 9, 2024, our board of directors approved a change of our fiscal year end from November 30 to December 31, effective beginning with the next fiscal year, which began on January 1, 2024, and will end on December 31, 2024 (the “Fiscal 2024”). As a result of the change in fiscal year, there was a one-month transition period beginning on December 1, 2023, and ending on December 31, 2023 (the “Transition Period”). The Company’s unaudited consolidated financial statements for the Transition Period were reported in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the United States Securities and Exchange Commission (the “SEC”) on May 10, 2024.

Previous wording

On August 21, 2023, we announced the commencement of the 2023 Phase 1 Drilling Program (the “2023 Program”) at the Whistler Project. Phase 1 of the 2023 Program comprised up to an initial 5,000 meters of the budgeted and fully funded 10,000-meter drilling program. Four confirmatory drill holes were completed for a total of 2,234 meters by mid-November, at which time the Program was paused for winter break.

Current wording

On August 21, 2023, we announced the commencement of a confirmatory 2023 Phase 1 Drilling Program at the Whistler Project. Phase 1 of the confirmatory program comprised up to an initial 5,000 meters of the budgeted drilling program. Four confirmatory drill holes were completed for a total of 2,234 meters by mid-November, at which time the program was paused for winter break.

Previous wording

On January 16, 2024, we announced initial results from the 2023 Program, which confirmed the continuity of the near-surface high-grade core at the Whistler deposit and included the best intercept of continuous mineralization intersected in drilling at the Whistler Project to date. We plan to re-commence the drilling program at the Whistler Project at the start of the 2024 field season. We have not yet finalized the work program, including extent of drilling, for the 2024 year.

Current wording

On January 16, 2024, we announced initial results from the abovementioned program, which confirmed the continuity of the near-surface high-grade core at the Whistler deposit and included the best intercept of continuous mineralization intersected in drilling at the Whistler Project to date, which was 547 meters at 1.06 grams per tonne gold equivalent.

Previous wording

For the one month ended December 31, 2023, we recorded a net loss of $232,997 ($0.02 per share), compared to a net loss of $177,194 ($0.02 per share) for the one month ended December 31, 2022. The increase was primarily due to increased office, insurance, and investor relations expenditures after completion of the IPO and costs associated with the Whistler Project exploration program.

Current wording

For the three months ended June 30, 2024, we recorded a net loss of $1,487,203 ($0.12 per share), compared to a net loss of $2,919,318 ($0.25 per share) for the three months ended June 30, 2023. The decrease in net loss was primarily due to decreased legal and accounting expenditures after the completion of our IPO in 2023, partially offset by the increase of costs associated with planning for and mobilization of the exploration program for the current field season at the Whistler Project.

Previous wording

For the one month ended December 31, 2023, we had exploration expenses of $67,629, compared to $48,292 for the one month ended December 31, 2022. The increase was primarily related to the 2023 Program which started in 2023 and included drilling, consulting fees to vendors that provided geological and environmental work, regulatory and community stakeholder engagements and other technical services, and maintenance costs. During the one month ended December 31, 2023, exploration expenses primarily consisted of:

Current wording

For the three months ended June 30, 2024, we had exploration expenses of $923,403, compared to $621,320 for the three months ended June 30, 2023. The increase was primarily related to the exploration program for the current field season and included planning and mobilization to design and execute drilling (respectively), consulting fees to third party vendors that provided geological and environmental work, regulatory and community stakeholder engagements and other technical services, and camp and maintenance costs. During the three months ended June 30, 2024, exploration expenses primarily consisted of:

Previous wording

(ii) camp maintenance expenses of $153,440, compared to $nil for the three months ended March 31, 2023. The expenses during the three months ended March 31, 2024, were primarily for camp costs, including equipment maintenance, camp management labor and supplies for the ongoing exploration program, as well as work to support an access road to the Whistler Project. The 2023 Program commenced in the summer of 2023, shortly after the renovation of the Whistler camp was completed.

Current wording

(iii) camp maintenance expenses of $185,597, compared to $112,235 for the three months ended June 30, 2023. The additional expenses during the three months ended June 30, 2024, were primarily for camp costs, including equipment maintenance, camp management labor and supplies for the ongoing exploration program, as well as work to support maintenance of the existing access road between camp and drilling sites at Raintree and Whistler deposits, construction of new trails and drill pads, and stakeholder engagement to support the Alaska state led future access road. Comparatively, the expenses during the three months ended June 30, 2023, were primarily for equipment maintenance and facility rental fees during the renovation of the Whistler camp; and

Previous wording

(iv) transportation, travel and other exploration expenses of $23,033, compared to $1,050 for the three months ended March 31, 2023.

Current wording

(iv) transportation, travel and other exploration expenses of $171,527, compared to $86,819 for the three months ended June 30, 2023. Such expenses were primarily for fuel consumption, aircraft charter costs to transport crews, equipment and supplies to the Whistler Project, in connection with the earlier start of field exploration activities in the current quarter and to ensure adequate stocks of equipment and consumables for the ongoing exploration program through the third quarter of 2024.

Previous wording

For the three months ended March 31, 2024, general and administrative expenditures were $662,901, compared to $891,280 for the three months ended March 31, 2023. During the three months ended March 31, 2024, general and administrative expenditures primarily consisted of:

Current wording

For the three months ended June 30, 2024, general and administrative expenditures were $653,110, compared to $2,426,591 for the three months ended June 30, 2023. During the three months ended June 30, 2024, general and administrative expenditures primarily consisted of:

Previous wording

(i) professional fees of $55,495, compared to $94,256 during the one month ended December 31, 2022. During the one month ended December 31, 2022, professional fees were primarily for legal, audit, accounting and tax services during the preparation and execution of our IPO.

Current wording

(i) professional fees of $265,780, which were primarily for legal and accounting fees associated with the filing of registration statement and the implementation of the ATM Program, compared to $758,536 for the three months ended June 30, 2023. During the three months ended June 30, 2023, professional fees were higher for legal, audit, accounting and tax services during the preparation and execution of our IPO;

Previous wording

(ii) share-based compensation expenses of $85,266, which consisted of $4,705 related to the award of restricted shares, $73,295 related to the fair value of stock options issued by us to management, directors, consultants and employees, and $7,266 for GoldMining personnel, allocated for their time spent on our affairs, compared to $28,636 during the three months ended March 31, 2023. The allocated costs from GoldMining were treated as a capital contribution, as there is no obligation or intent regarding the repayment of such amounts by the Company;

Current wording

(ii) share-based compensation expenses of $55,371, which consisted of $3,415 related to the award of restricted shares, $47,841 related to the fair value of stock options issued by us to management, directors, consultants and employees, and $4,115 for GoldMining personnel, allocated for their time spent on our affairs, compared to $249,959 during the three months ended June 30, 2023. The allocated costs from GoldMining were treated as a capital contribution, as there is no obligation or intent regarding the repayment of such amounts by the Company;

Previous wording

(iii) management fees, salaries and benefits of $88,123, compared to $55,305 during the three months ended March 31, 2023. The increase was primarily due to the hiring of additional staff in connection with the increase in operations post-IPO;

Current wording

(iii) management fees, salaries and benefits of $86,519, compared to $97,337 during the three months ended June 30, 2023;

Previous wording

(iv) consulting, corporate development and investor relations expenses of $43,026, compared to $9,249 during the one month ended December 31, 2022. The increase was mainly for building corporate brand awareness after completion of the IPO;

Current wording

(iv) consulting, corporate development and investor relations expenses of $67,437, compared to $1,135,500 during the three months ended June 30, 2023. Comparatively, during the three months ended June 30, 2023, the expenses were higher for building initial corporate brand awareness of the new company after completion of the IPO;

Previous wording

(v) filing, listing, dues and subscriptions expenses of $33,486, compared to $43,803 during the three months ended March 31, 2023;

Current wording

(v) filing, listing, dues and subscriptions expenses of $54,836, compared to $81,994 during the three months ended June 30, 2023. Comparatively, during the three months ended June 30, 2023, the expenses were primarily for filing and listing fees for our IPO;

Previous wording

(vii) travel, website design and hosting expenses of $9,277, compared to $8,767 during the three months ended March 31, 2023.

Current wording

(vii) travel, website design and hosting expenses of $7,334, compared to $11,973 during the three months ended June 30, 2023.

Previous wording

For the three months ended March 31, 2024, depreciation expenses were $24,969, compared to $nil for the three months ended March 31, 2023. The increase was primarily due to depreciation of camp structures, which were renovated in the summer of 2023, and equipment acquired after completion of the IPO.

Current wording

For the three months ended June 30, 2024, depreciation expenses were $29,752, compared to $nil for the three months ended June 30, 2023. The increase was primarily due to depreciation of camp structures, which were renovated and made available for their intended use in July 2023, and for new equipment acquired after completion of the IPO.

Previous wording

For the three months ended March 31, 2024, our loss from operations was $1,106,755, compared to $1,021,611 for the three months ended March 31, 2023. The increase was primarily the result of an increase in exploration expenses after we completed our IPO and commenced the 2023 Program at the Whistler Project.

Current wording

For the three months ended June 30, 2024, our loss from operations was $1,610,760, compared to $3,053,152 for the three months ended June 30, 2023. The decrease was primarily due to decreased legal and accounting expenditures after the completion of our IPO, partially offset by the increase in costs associated with the Whistler Project exploration program.

Previous wording

For the three months ended March 31, 2024, we recorded a net loss of $962,449 ($0.08 per share), compared to a net loss of $1,024,261 ($0.10 per share) for the three months ended March 31, 2023. The decrease was primarily due to decreased legal and accounting expenditures after the completion of our IPO, partially offset by the increase of costs associated with the Whistler Project exploration program.

Current wording

For the six months ended June 30, 2024, we recorded a net loss of $2,449,652 ($0.20 per share), compared to a net loss of $3,943,579 ($0.36 per share) for the six months ended June 30, 2023. The decrease in net loss was primarily due to decreased legal and accounting expenditures after the completion of our IPO, partially offset by the increase in costs associated with increased exploration activity at the Whistler Project.

Previous wording

For the three months ended March 31, 2024, we had exploration expenses of $414,497, compared to $125,205 for the three months ended March 31, 2023. The increase was primarily related to the 2023 Program which started in 2023 and included drilling, consulting fees to vendors that provided geological and environmental work, regulatory and community stakeholder engagements and other technical services, and maintenance costs. During the three months ended March 31, 2024, exploration expenses primarily consisted of:

Current wording

For the six months ended June 30, 2024, we had exploration expenses of $1,337,900, compared to $746,525 for the six months ended June 30, 2023. The increase was primarily related to the exploration program for the 2024 field season and included drilling, consulting fees to vendors that provided geological and environmental work, regulatory and community stakeholder engagements and other technical services, and maintenance costs. During the six months ended June 30, 2024, exploration expenses primarily consisted of:

Previous wording

(i) consulting fees of $155,834, compared to $124,155 for the three months ended March 31, 2023. The increase primarily related to consulting fees paid to third parties for the management of the confirmatory work program at the Whistler Project, as well as regulator, community and other stakeholder engagements.

Current wording

(i) consulting fees of $441,283, compared to $401,867 for the six months ended June 30, 2023. Such expenses were primarily for consulting fees paid to third parties for the planned exploration program over the 2023 and 2024 field seasons at the Whistler Project, as well as regulator, community and other stakeholder engagements;

Previous wording

For the one month ended December 31, 2023, general and administrative expenditures were $204,484, compared to $130,860 for the one month ended December 31, 2022. During the one month ended December 31, 2023, general and administrative expenditures primarily consisted of:

Current wording

For the six months ended June 30, 2024, general and administrative expenditures were $1,316,011, compared to $3,317,871 for the six months ended June 30, 2023. During the six months ended June 30, 2024, general and administrative expenditures primarily consisted of:

Previous wording

(i) professional fees of $152,807, compared to $685,019 during the three months ended March 31, 2023. During the three months ended March 31, 2023, professional fees were primarily for legal, audit, accounting and tax services during the preparation and execution of our IPO.

Current wording

(i) professional fees of $418,587, compared to $1,443,555 during the same period of 2023. During the six months ended June 30, 2023, professional fees were higher for legal, audit, accounting and tax services during the preparation and execution of our IPO;

Previous wording

(ii) share-based compensation expenses of $19,509, which consisted of $1,760, related to the award of restricted shares, $12,134 related to the fair value of stock options issued by us to management, directors, and employees, and $5,615 for GoldMining personnel, allocated for their time spent on our affairs, compared to $10,502 during the one month ended December 31, 2022. The allocated costs from GoldMining were treated as a capital contribution, as there is no obligation or intent regarding the repayment of such amounts by the Company;

Current wording

(ii) share-based compensation expenses of $140,637, which consisted of $8,121 related to the award of restricted shares, $121,135 related to the fair value of stock options issued by us to management, directors, consultants and employees, and $11,381 for GoldMining personnel, allocated for their time spent on our affairs, compared to $278,595 during the six months ended June 30, 2023. The allocated costs from GoldMining were treated as a capital contribution, as there is no obligation or intent regarding the repayment of such amounts by the Company;

Previous wording

(iv) consulting, corporate development and investor relations expenses of $162,440, compared to $65,781 during the three months ended March 31, 2023. The increase was mainly for building corporate brand awareness after completion of the IPO;

Current wording

(iv) consulting, corporate development and investor relations expenses of $229,876, compared to $1,201,280 during the six months ended June 30, 2023. During the six months ended June 30, 2023, the expenses were primarily for building corporate brand awareness after completion of the IPO;

Previous wording

(vi) office administrative and insurance expenses of $131,502, compared to $3,969 during the three months ended March 31, 2023. The increase was primarily for directors’ and officers’ insurance expenses during this period as a result of the completion of our IPO; and

Current wording

(vi) office administrative and insurance expenses of $247,336, compared to $95,261 during the six months ended June 30, 2023. The increase was primarily for directors’ and officers’ insurance expenses during this period as a result of the completion of our IPO; and

Previous wording

(vii) travel, website design and hosting expenses of $2,331, compared to $174 during the one month ended December 31, 2022.

Current wording

(vii) travel, website design and hosting expenses of $16,611, compared to $20,740 during the six months ended June 30, 2023.

Previous wording

For the one month ended December 31, 2023, depreciation expenses were $8,286, compared to $nil for the one month ended December 31, 2022. The increase was due to depreciation of camp structures and equipment acquired after completion of the IPO.

Current wording

For the six months ended June 30, 2024, depreciation expenses were $54,721, compared to $nil for the six months ended June 30, 2023. The increase was primarily due to depreciation of camp structures, which were renovated and made available for their intended use in July 2023, and for new equipment acquired after completion of the IPO.

Previous wording

As of March 31, 2024, we had cash and cash equivalents of $10,739,292 (December 31, 2023: $11,203,893; November 30, 2023: $11,401,338) and restricted cash of $86,928 (December 31, 2023: $87,756, November 30, 2023: $86,870). We had other receivables of $121,716 (December 31, 2023: $152,716; November 30, 2023: $115,113). We had inventories of $27,249 (December 31, 2023: $27,249; November 30, 2023: $27,249), which included fuels held at the Whistler Project camp site. We had prepaid expenses of $177,375 as of March 31, 2024, compared to $297,207 as of December 31, 2023, and $375,933 as of November 30, 2023. The decrease in prepaid expenses was primarily due to the amortization of corporate development and insurance expenses, offset by the increase of prepaid dues and subscription expenses.

Current wording

As of June 30, 2024, we had cash and cash equivalents of $8,220,444 (December 31, 2023: $11,203,893) and restricted cash of $86,552 (December 31, 2023: $87,756). We had other receivables of $100,945 (December 31, 2023: $152,716). We had inventories of $33,916 (December 31, 2023: $27,249), which included fuels held at the Whistler Project camp site. We had prepaid expenses of $943,705 as of June 30, 2024, compared to $297,207 as of December 31, 2023. The increase in prepaid expenses was primarily due to the $822,850 cash advances to a third party technical consulting company for management of the exploration program for the Whistler Project, partially offset by the amortization of corporate development and insurance expenses.

Previous wording

As of March 31, 2024, current liabilities were $708,723, compared to $475,378 as of December 31, 2023, and $513,075 as of November 30, 2023. Current liabilities as of March 31, 2024, consisted of: (i) accounts payable of $308,036, compared to $118,610 as of December 31, 2023, and $197,978 as of November 30, 2023; (ii) accrued liabilities of $190,514, compared to $149,812 as of December 31, 2023, and $112,048 as of November 30, 2023; (iii) current portion of lease liabilities of $24,384, compared to $21,057 as of December 31, 2023, and $17,268 as of November 30, 2023; (iv) withholdings taxes payable of $180,863, which remained the same as of December 31, 2023 and November 30, 2023; and (v) income tax payable of $4,926, compared to $5,036 as of December 31, 2023, and $4,918 as of November 30, 2023. The increase in current liabilities was primarily due to the increase of accounts payable and accrued liabilities for the services of a third-party for the management of the ongoing exploration program for the Whistler Project.

Current wording

As of June 30, 2024, we had current liabilities of $507,970, compared to $475,378 as of December 31, 2023. Current liabilities as of June 30, 2024, consisted of: (i) accounts payable of $231,540, compared to $118,610 as of December 31, 2023; (ii) accrued liabilities of $70,775, compared to $149,812 as of December 31, 2023; (iii) current portion of lease liabilities of $24,792, compared to $21,057 as of December 31, 2023; (iv) withholdings taxes payable of $180,863, which remained the same as of December 31, 2023; and (v) income tax payable of $nil compared to $5,036 as of December 31, 2023.

Previous wording

We have not generated any revenue from operations and the only sources of financing to date have been through advances from GoldMining and the IPO. Our ability to meet our obligations and finance exploration activities depends on our ability to generate cash flow through the issuance of shares of common stock pursuant to private placements and short-term or long-term loans. Capital markets may not be receptive to offerings of new equity from treasury or debt, whether by way of private placements or public offerings. This may be further complicated by the limited liquidity for our shares of common stock, restricting access to some institutional investors. Our growth and success is dependent on external sources of financing which may not be available on acceptable terms, or at all.

Current wording

We have not generated any revenue from operations and the only sources of financing to date have been through advances from GoldMining and the IPO. Our ability to meet our obligations and finance exploration activities depends on our ability to generate cash flow through the issuance of shares of Common Stock pursuant to private placements, public offerings, including under the ATM Program, and short-term or long-term loans. Capital markets may not be receptive to offerings of new equity from treasury or debt, whether by way of private placements or public offerings. This may be further complicated by the limited liquidity for our shares of Common Stock, restricting access to some institutional investors. Our growth and success is dependent on external sources of financing which may not be available on acceptable terms, or at all.

Previous wording

Net cash used in operating activities during the three months ended March 31, 2024, was $467,229, compared to $461,051 during the three months ended March 31, 2023. Significant operating expenditures during the three months ended March 31, 2024, and 2023 included general and administrative expenses and exploration expenditures.

Current wording

Significant operating expenditures during the six months ended June 30, 2024, and 2023, included general and administrative expenses and exploration expenditures.

Previous wording

Net cash used in investing activities during the three months ended March 31, 2024, was $1,900, compared to $nil during the three months ended March 31, 2023, which related to the purchase of equipment.

Current wording

Net cash used in investing activities during the six months ended June 30, 2024, was $171,836, which related to the purchase of equipment, compared to $679,705 during the six months ended June 30, 2023, which related to the construction of camp structures.

Previous wording

During the three months ended March 31, 2024, net cash provided by financing activities was $3,700, compared to $381,831 during the three months ended March 31, 2023. Net cash provided by financing activities during the three months ended March 31, 2024, was primarily from capital contributions from GoldMining of $3,700 ($18,139 for the three months ended March 31, 2023), which related to allocated personnel costs from GoldMining. The advances from GoldMining during the three months ended March 31, 2024, were $nil, compared to $363,692 during the three months ended March 31, 2023.

Current wording

During the six months ended June 30, 2024, net cash provided by financing activities was $6,985, which related to allocated personnel costs from GoldMining, compared to $21,235,524 during the six months ended June 30, 2023. The net cash provided by financing activities during the six months ended June 30, 2023, primarily comprised of the net proceeds of $19,056,223 from the IPO, proceeds from warrant exercises of $3,363,204, allocated personnel costs from GoldMining of $26,217, and advances from GoldMining of $470,805, partially offset by $1,680,925 for repayment of advances from GoldMining.

Previous wording

We acquired rights to the Whistler Project and associated equipment in August 2015 pursuant to an asset purchase agreement by and among us, GoldMining, Kiska and Geoinformatics. Pursuant to such agreement, we assumed an obligation on the Whistler Project pursuant to a royalty purchase agreement between Kiska, Geoinformatics, and MF2, dated December 16, 2014. This agreement granted MF2 a 2.75% NSR royalty over all 304 claims, and, extending outside the current claims, over an area of interest defined by the maximum historical extent of claims held on the Whistler Project.

Current wording

In August 2015, we acquired rights to the Whistler Project and associated equipment pursuant to an asset purchase agreement by and among us, GoldMining, Kiska Metals Corporation (“Kiska”), and Geoinformatics Alaska Exploration Inc (“Geoinformatics”). Pursuant to such agreement, we assumed an obligation on the Whistler Project pursuant to a royalty purchase agreement between Kiska, Geoinformatics, and MF2, LLC (“MF2”), dated December 16, 2014. This agreement granted MF2 a 2.75% NSR royalty over the Whistler Project area, and, extending outside the current claims, over an area of interest defined by certain maximum historical extent of claims held on the Whistler Project.

Previous wording

During the periods presented, we shared personnel, including key management personnel, office space, equipment, and various administrative services with other companies, including GoldMining. Costs incurred by GoldMining were allocated between its related subsidiaries based on an estimate of time incurred and use of services and are charged at cost. During the three months ended March 31, 2024, the allocated costs from GoldMining to the Company were $10,966 ($44,894 for the three months ended March 31, 2023). $7,266 of the allocated costs were noncash share-based compensation costs ($26,755 for the three months ended March 31, 2023). During the one month ended December 31, 2023, the allocated costs from GoldMining to the Company were $6,888 ($15,924 for the one month ended December 31, 2022). $5,615 of the allocated costs were noncash share-based compensation costs ($9,882 for the one month ended December 31, 2022). The allocated costs from GoldMining were treated as a capital contribution, as there is no obligation or intent regarding the repayment of such amounts by us.

Current wording

During the periods presented, we shared personnel, including key management personnel, office space, equipment, and various administrative services with other companies, including GoldMining. Costs incurred by GoldMining were allocated between its related subsidiaries based on an estimate of time incurred and use of services and are charged at cost. During the three and six months ended June 30, 2024, the allocated costs from GoldMining to us were $7,400 and $18,366, respectively ($18,818 and $63,712 for the three and six months ended June 30, 2023, respectively). Out of the allocated costs, $4,115 and $11,381 for the three and six months ended June 30, 2024, respectively, were non-cash share-based compensation costs ($10,740 and $37,495 for the three and six months ended June 30, 2023, respectively). The allocated costs from GoldMining were treated as a capital contribution, as there is no obligation or intent regarding the repayment of such amounts by us.

Previous wording

For the three months ended March 31, 2024, and for the one month ended December 31, 2023, the amounts advanced to us and paid on our behalf by GoldMining were $nil ($363,692 for the three months ended March 31, 2023, and $532,337 for the one month ended December 31, 2022). In May 2023 we repaid GoldMining $1,680,925 for amounts previously advanced to us. The amount paid represented the full amount of the outstanding loan from GoldMining at the time.

Current wording

For the three and six months ended June 30, 2024, the amounts advanced to us or paid on our behalf by GoldMining were $nil ($107,113 and $470,805 for the three and six months ended June 30, 2023). In May 2023, we repaid GoldMining $1,680,925, for amounts previously advanced to us. The amount paid represented the full amount of the outstanding loan from GoldMining at the time.

Previous wording

During the three months ended March 31, 2024, we incurred $100,820 ($2,154 during the three months ended March 31, 2023), and during the one month ended December 31, 2023, we incurred $33,125 ($nil during the one month ended December 31, 2022), in general and administrative costs paid to Blender Media Inc. (“Blender”), a company controlled by a direct family member of the co-chairman and a director of GoldMining, for various services, including information technology, corporate branding, sponsorships and advertising, media, website design, maintenance and hosting, provided by Blender to us. As at March 31, 2024, prepaid expenses included service fees prepaid to Blender in the amount of $37,399 (December 31, 2023: $136,774; November 30, 2023: $169,899).

Current wording

During the three and six months ended June 30, 2024, we incurred $38,693 and $139,513, respectively, and during the three and six months ended June 30, 2023, $92,442 and $94,596, respectively, in general and administrative costs, paid to Blender Media Inc., a company whose principal is an immediate family member of a director of GoldMining, for information technology, corporate branding, sponsorships and advertising, media, website design, maintenance and hosting services provided by Blender to the Company.

Previous wording

During the three months ended March 31, 2024, share-based compensation costs included $2,991 ($1,185 during the three months ended March 31, 2023), and during the one month ended December 31, 2023, share-based compensation costs included $1,127 ($408 during the one month ended December 31, 2022). These costs were related to performance-based restricted shares of Common Stock granted to the co-chairman and a director of GoldMining in September 2022.

Current wording

During the three and six months ended June 30, 2024, share-based compensation costs included $2,109 and $5,100, respectively ($23,973 and $25,158 during the three and six months ended June 30, 2023), in amounts incurred for the co-chairman and a director of GoldMining for performance based restricted shares of our Common Stack granted to such individual in September 2022.

Previous wording

Related party transactions are based on the amounts agreed to by the parties. During the three months ended March 31, 2024, and 2023 and for the one month ended December 31, 2023, and 2022 we did not enter into any contracts or undertake any commitment or obligation with any related parties other than as described herein.

Current wording

Related party transactions are based on the amounts agreed to by the parties. During the quarters ended June 30, 2024, and 2023, we did not enter into any contracts or undertake any commitment or obligation with any related parties other than as described herein.