US GoldMining Inc

Previous wording

We were incorporated on June 30, 2015, in Alaska as “BRI Alaska Corp.”. On September 8, 2022, we redomiciled to Nevada and changed our name to “U.S. GoldMining Inc.”. We are a subsidiary of GoldMining Inc. (“GoldMining”), a company organized under the laws of Canada and listed on the Toronto Stock Exchange and NYSE American. As of the date hereof, GoldMining owns 9,878,261 shares of our common stock, par value $0.001 per share (the “Common Stock”), representing 79.7% of the outstanding shares of our Common Stock and warrants (the “Warrants”) to purchase up to 122,490 additional shares of our Common Stock, exercisable at a price of $13.00 per share until April 24, 2026.

Current wording

We were incorporated on June 30, 2015, in Alaska as “BRI Alaska Corp.”. On September 8, 2022, we redomiciled to Nevada and changed our name to “U.S. GoldMining Inc.”. We are a subsidiary of GoldMining Inc. (“GoldMining”), a company organized under the laws of Canada and listed on the Toronto Stock Exchange and NYSE American. As of the date hereof, GoldMining owns 9,878,261 shares of our common stock, par value $0.001 per share (the “Common Stock”), representing 79.4% of the outstanding shares of our Common Stock and warrants (the “Warrants”) to purchase up to 122,490 additional shares of our Common Stock, exercisable at a price of $13.00 per share until April 24, 2026.

Previous 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.

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, 547 meters at 1.06 grams per tonne (“g/t”) gold equivalent (“AuEq”).

Previous wording

On May 22, 2024, we announced an update regarding our proposed exploration program for 2024 and our preparations and mobilization for the 2024 field season. The focus of this program is to confirm our understanding and seek to further delineate and extend areas of high-grade mineralization at the Whistler Project.

Current wording

On May 22, 2024, we announced an update regarding our proposed exploration program for 2024 and our preparations and mobilization for the 2024 field season. The focus of the exploration program is to confirm our understanding of the geological model and seek to further delineate and extend areas of high-grade mineralization at the Whistler Project.

Previous wording

On June 27, 2024, we announced the re-commencement of drilling at Whistler Project for the 2024 field season. The exploration program for the current field season is focused on additional confirmatory infill and step-out drilling within the Whistler and Raintree West deposits. Surface exploration activities are also planned with the objective to identify drill targets within the broader Whistler Orbit, a classic ‘porphyry cluster’ with potential to discover additional mineralized intrusive centers.

Current wording

On June 27, 2024, we announced the re-commencement of drilling at Whistler Project for the 2024 field season. The exploration program for the current field season was focused on additional confirmatory infill and step-out drilling within the Whistler and Raintree West deposits. Surface exploration activities were also conducted with the objective to identify drill targets within the broader Whistler Orbit, a classic ‘porphyry cluster’ with potential to discover additional mineralized intrusive centers.

Previous wording

On May 15, 2024, we filed a shelf registration statement on Form S-3 with the SEC, covering the offering, issuance and sale of up to $40 million of a variety of securities including our common stock, preferred stock, warrants and/ or units. Additionally, we entered into an At The Market Offering Agreement with a syndicate of agents for the ATM facility (the “ATM Program”). Pursuant to the ATM Program, the Company may sell up to $5.5 million shares of common stock from time to time through the sales agents. A fixed cash commission rate of 2.5% of the gross sales price per share of common stock sold under the ATM Program will be payable to the agents in connection with any such sales. During the six months ended June 30, 2024, no shares of common stock were sold under the ATM Program.

Current wording

On May 15, 2024, we filed a shelf registration statement on Form S-3 with the SEC, covering the offering, issuance and sale of up to $40 million of a variety of securities including our common stock, preferred stock, warrants and/ or units. Additionally, we entered into an At The Market Offering Agreement with a syndicate of agents for the ATM facility (the “ATM Program”). Pursuant to the ATM Program, the Company may sell up to $5.5 million shares of common stock from time to time through the sales agents. A fixed cash commission rate of 2.5% of the gross sales price per share of common stock sold under the ATM Program will be payable to the agents in connection with any such sales. During the nine months ended September 30, 2024, no shares of common stock were sold under the ATM Program.

Previous 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.

Current wording

For the three months ended September 30, 2024, we recorded a net loss of $4,345,749 (or $0.35 per share), compared to $3,160,702 (or $0.25 per share) for the same period of 2023. The increase in net loss was primarily due to the increase of costs associated with our ongoing exploration program for the 2024 field season at the Whistler Project.

Previous 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:

Current wording

For the three months ended September 30, 2024, we had exploration expenses of $3,911,335, compared to $2,506,032 for the same period of 2023. The increase was primarily related to the 2024 exploration program at the Whistler Project and included drilling, 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 September 30, 2024, exploration expenses primarily consisted of:

Previous 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:

Current wording

For the three months ended September 30, 2024, general and administrative expenditures were $477,869, compared to $822,730 for the same period of 2023. During the three months ended September 30, 2024, general and administrative expenditures primarily consisted of:

Previous 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.

Current wording

For the three months ended September 30, 2024, depreciation expenses were $35,436, compared to $12,743 in the same period of 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 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.

Current wording

For the three months ended September 30, 2024, our loss from operations was $4,429,246, compared to $3,346,865 for the same period of 2023. The increase was primarily for costs associated with the exploration program for the 2024 field season at the Whistler Project.

Previous 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.

Current wording

For the nine months ended September 30, 2024, we recorded a net loss of $6,795,401 (or $0.55 per share), compared to $7,104,281 (or $0.62 per share) for the same period of 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 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:

Current wording

For the nine months ended September 30, 2024, we had exploration expenses of $5,249,235, compared to $3,252,557 for the same period of 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 nine months ended September 30, 2024, exploration expenses primarily consisted of:

Previous 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:

Current wording

For the nine months ended September 30, 2024, general and administrative expenditures were $1,793,880, compared to $4,140,601 for the same period of 2023. During the nine months ended September 30, 2024, general and administrative expenditures primarily consisted of:

Previous 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.

Current wording

For the nine months ended September 30, 2024, depreciation expenses were $90,157, compared to $12,743 for the same period of 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 six months ended June 30, 2024, our loss from operations was $2,717,515, compared to $4,074,763 for the six months ended June 30, 2023. The decrease was primarily due to decreased legal and accounting expenditures after the completion of our IPO in 2023, partially offset by the increase in costs associated with the Whistler Project exploration program.

Current wording

For the nine months ended September 30, 2024, our loss from operations was $7,146,761, compared to $7,421,628 for the same period of 2023. The decrease was primarily due to decreased legal and accounting expenditures after the completion of our IPO in 2023, partially offset by the increase in costs associated with the Whistler Project exploration program.

Previous 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.

Current wording

As of September 30, 2024, we had cash and cash equivalents of $4,401,101 (December 31, 2023: $11,203,893) and restricted cash of $88,469 (December 31, 2023: $87,756). The decrease in cash was primarily a result of exploration expenditures associated with our ongoing exploration program for the 2024 field season at the Whistler Project. We had other receivables of $31,113 (December 31, 2023: $152,716). We had inventories of $36,183 (December 31, 2023: $27,249), which included fuels held at the Whistler Project camp site. We had prepaid expenses of $727,755 as of September 30, 2024, compared to $297,207 as of December 31, 2023. The increase in prepaid expenses was primarily due to the $335,340 cash advances to a third party technical consulting company for management of the exploration program for the Whistler Project, and the increase of prepaid corporate development expenses and dues and subscriptions expenses.

Previous 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.

Current wording

As of September 30, 2024, we had current liabilities of $665,859, compared to $475,378 as of December 31, 2023. Current liabilities as of September 30, 2024, consisted of: (i) accounts payable of $391,527, compared to $118,610 as of December 31, 2023; (ii) accrued liabilities of $67,707, compared to $149,812 as of December 31, 2023; (iii) current portion of lease liabilities of $25,762, 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, 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.

Current wording

We have not generated any revenue from operations and the only sources of financing to date have been through advances from GoldMining, the IPO and our ATM program. 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 six months ended June 30, 2024, was $2,819,802, compared to $4,440,947 during the six months ended June 30, 2023. A decrease in prepaid expenses used cash of $646,498 in the six months ended June 30, 2024, compared to $721,443 in the same period of 2023. An increase in other receivables provided cash of $51,771 in the six months ended June 30, 2024, compared to a decrease in other receivables using cash of $136,229 in the same period of 2023. An increase in accounts payable provided cash of $112,930 in the six months ended June 30, 2024, compared to a decrease in accounts payable using cash of $55,962 in the same period of 2023. A decrease in accrued liabilities used cash of $79,037 in the six months ended June 30, 2024, compared to an increase in accrued liabilities providing cash of $73,370 in the same period of 2023.

Current wording

Net cash used in operating activities during the nine months ended September 30, 2024, was $6,640,446, compared to $6,903,791 during the nine months ended September 30, 2023. A decrease in inventory used cash of $8,934 in the nine months ended September 30, 2024, compared to $28,523 in the same period of 2023. A decrease in prepaid expenses used cash of $430,548 in the nine months ended September 30, 2024, compared to $844,366 in the same period of 2023. An increase in other receivables provided cash of $121,603 in the nine months ended September 30, 2024, compared to a decrease in other receivables using cash of $121,082 in the same period of 2023. A decrease in accounts payable provided cash of $272,917 in the nine months ended September 30, 2024, compared to $783,276 in the same period of 2023. A decrease in accrued liabilities used cash of $82,105 in the nine months ended September 30, 2024, compared to an increase in accrued liabilities providing cash of $8,080 in the same period of 2023.

Previous wording

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

Current wording

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

Previous 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.

Current wording

Net cash used in investing activities during the nine months ended September 30, 2024, was $171,835, which related to the purchase of equipment, compared to $979,523 during the nine months ended September 30, 2023, which comprised of $866,140 related to the construction of camp structures, and $113,383 related to the purchase of equipment.

Previous 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.

Current wording

For the nine months ended September 30, 2024, net cash provided by financing activities was $10,202, which related to allocated personnel costs from GoldMining, compared to $21,267,418 during the nine months ended September 30, 2023. The net cash provided by financing activities during the nine months ended September 30, 2023, primarily comprised of the net proceeds of $19,029,807 from the IPO, proceeds from warrant exercises of $3,363,204, allocated personnel costs from GoldMining of $30,593, and advances from GoldMining of $470,805, partially offset by $1,680,925 for repayment of advances from GoldMining.

Previous wording

On November 27, 2020, GoldMining agreed to cause us to issue a 1.0% net smelter return (“NSR”) royalty on our Whistler Project to Gold Royalty Corp. (“GRC”). We also assigned certain buyback rights relating to an existing third party royalty on the Whistler Project such that GRC has a right to acquire a 0.75% NSR (including an area of interest) on the Whistler Project for $5,000,000 pursuant to such buyback rights.

Current wording

On November 27, 2020, GoldMining agreed to cause us to issue a 1.0% net smelter return (“NSR”) royalty on its Whistler Project to Gold Royalty U.S. Corp. (a subsidiary of Gold Royalty Corp.). We also assigned certain buyback rights relating to an existing third party royalty on the Whistler Project such that Gold Royalty U.S. Corp. has a right to acquire a 0.75% NSR (including an area of interest) on the Whistler Project for $5,000,000 pursuant to such buyback rights. The royalty was subsequently assigned to Nevada Select Royalty, Inc. (a subsidiary of Gold Royalty Corp.).

Previous 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.

Current wording

In August 2015 we acquired rights to the Whistler Project and associated equipment pursuant to an asset purchase agreement by and among the Company, GoldMining, Kiska Metals Corporation (“Kiska”) and Geoinformatics Alaska Exploration Inc (“Geoinformatics”). Pursuant to such agreement, we acquired rights and assumed obligations under several related underlying agreements. The first underlying agreement is a Royalty Purchase Agreement between Kiska Metals Corporation, Geoinformatics Alaska Exploration Inc. and MF2 LLC. (“MF2”), dated December 16, 2014. This agreement grants MF2 a 2.75 percent NSR royalty over the Whistler Project area. The MF2 royalty was subsequently assigned to Osisko Mining (USA) Inc. The second underlying agreement is an earlier agreement between Cominco American Incorporated and Mr. Kent Turner (whose rights and obligations thereunder were assumed by the Company) dated October 1, 1999. This agreement concerns a 2.0 percent net profit interest to Teck Resources, recently purchased by Sandstorm Gold, in connection with an Area of Interest specified by standard township sub-division.

Previous wording

In May 2024, we entered into an agreement with Equity Geoscience for the management of an exploration program for the Whistler Project. The agreement included an approved work order totaling $3,500,000, with us holding the option for approval of additional expenditures up to $2,000,000, for the period of January 1, 2024, to December 31, 2024. If we elect not to proceed with the additional expenditures and terminate the work, we will approve a decampment budget in addition to the $3,500,000 expenditure. The work order may be paused, postponed or terminated by either party with 30 days written notice. Additionally, as at June 30, 2024, the Company has paid $1,905,000 towards the approved work order.

Current wording

In May 2024 we entered into an agreement with Equity Geoscience for the management of an exploration program for the Whistler Project. The agreement included an approved work order totaling $3,500,000, with us holding the option for approval of additional expenditures up to $2,000,000, for the period of January 1, 2024, to December 31, 2024. The work order may be paused, postponed or terminated by either party with 30 days written notice. Additionally, as at September 30, 2024, we have paid $4,900,000 towards the approved work order.

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 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.

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 nine months ended September 30, 2024, the allocated costs from GoldMining to us were $5,511 and $23,877, respectively ($6,662 and $70,374 for the three and nine months ended September 30, 2023, respectively). Out of the allocated costs, $2,294 and $13,675 for the three and nine months ended September 30, 2024, respectively, were noncash share-based compensation costs ($2,286 and $39,781 for the three and nine months ended September 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 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.

Current wording

For the three and nine months ended September 30, 2024, the amounts advanced to us or paid on our behalf by GoldMining were $nil ($nil and $470,805 for the three and nine months ended September 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 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.

Current wording

During the three and nine months ended September 30, 2024, we incurred $1,299 and $140,812, respectively, and during the three and nine months ended September 30, 2023, $71,838 and $166,434, respectively, in general and administrative costs, paid to Blender Media Inc., a company whose principal is an immediate family member of a co-chairman and 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 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.

Current wording

During the three and nine months ended September 30, 2024, share-based compensation costs included $2,132 and $7,232, respectively ($3,344 and $28,502 during the three and nine months ended September 30, 2023), in amounts incurred for a co-chairman and director of GoldMining for performance based restricted shares of our Common Stack granted to such individual in September 2022.

Previous wording

As of the date hereof, we have 12,398,709 shares of Common Stock outstanding. In addition, we have outstanding stock options issued under our long-term incentive plan to purchase 181,550 shares of Common Stock at an exercise price of $10 per share with a weighted average remaining contractual life of 4.29 years, and outstanding Warrants to purchase 1,741,292 shares of Common Stock at an exercise price of $13 per share with a weighted average remaining contractual life of 1.82 years. The exercise of stock options and Warrants is at the discretion of their respective holders and, accordingly, there is no assurance that any of the stock options or warrants will be exercised in the future.

Current wording

As of the date hereof, we have 12,444,608 shares of Common Stock outstanding. In addition, we have outstanding stock options issued under our long-term incentive plan to purchase 185,550 shares of Common Stock at an exercise price of $10 per share, and outstanding Warrants to purchase 1,741,092 shares of Common Stock at an exercise price of $13 per share. The exercise of stock options and Warrants is at the discretion of their respective holders and, accordingly, there is no assurance that any of the stock options or warrants will be exercised in the future.

Previous wording

For six months ended June 30, 2024, and 2023, certain general administrative expenses, including employment related expenditures for services and support functions provided by GoldMining, were allocated on a pro-rata basis considered by GoldMining to be a reasonable reflection of the utilization of services provided to us.

Current wording

For the nine months ended September 30, 2024, and 2023, certain general administrative expenses, including employment related expenditures for services and support functions provided by GoldMining, were allocated on a pro-rata basis considered by GoldMining to be a reasonable reflection of the utilization of services provided to us.