U.S. GoldMining Inc.

Previous wording

This management’s discussion and analysis of our financial condition and results of operations for the three and six months ended June 30, 2025 (the “MD&A”), is intended to assist you in better understanding and evaluating the financial condition and results of operations of the Company. You should read this MD&A in conjunction with our unaudited interim condensed consolidated financial statements included in Item 1 of our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2025 (the “Quarterly Report”), as well as our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), including the related notes contained therein.

Current wording

You should read this management’s discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2025 (the “MD&A”) in conjunction with our unaudited interim condensed consolidated financial statements included in Item 1 of our Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2025 (the “Quarterly Report”), as well as our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), including, in each case, the related notes contained therein.

Previous wording

This MD&A includes forward-looking statements and forward-looking information within the meaning of Canadian securities laws and the Private Securities Litigation Reform Act of 1995, collectively referred to as “forward-looking statements”. Forward-looking statements include statements that relate to our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs and other information that is not historical information. Forward-looking statements can often be identified by the use of terminology such as “subject to”, “believe”, “anticipate”, “plan”, “target”, “expect”, “intend”, “estimate”, “project”, “outlook”, “may”, “will”, “should”, “would”, “could”, “can”, the negatives thereof, variations thereon and similar expressions, or by discussions of strategy. In addition, any statements that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. In particular, forward-looking statements include, but are not limited to, statements about:

Current wording

This MD&A includes forward-looking statements and forward-looking information as respectively defined under applicable Canadian securities laws and the Private Securities Litigation Reform Act of 1995, collectively referred to as “forward-looking statements”. Forward-looking statements include statements that relate to our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs and other information that is not historical information. Forward-looking statements can often be identified by the use of terminology such as “subject to”, “believe”, “anticipate”, “plan”, “target”, “expect”, “intend”, “estimate”, “project”, “outlook”, “may”, “will”, “should”, “would”, “could”, “can”, the negatives thereof, variations thereon and similar expressions, or by discussions of strategy. In addition, any statements that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. In particular, forward-looking statements include, but are not limited to, statements about:

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 77.9% 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 (“Common Stock”), representing 74.4% of the outstanding shares of our Common Stock, and warrants (“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

Our Common Stock and Warrants are listed on the Nasdaq Capital Market under the symbol “USGO” and “USGOW”, respectively.

Current wording

Our shares of Common Stock and Warrants are listed on the Nasdaq Capital Market under the symbol “USGO” and “USGOW”, respectively.

Previous wording

On June 9, 2025, we selected Ausenco Engineering Canada ULC as the principal consulting firm to lead our proposed initial economic assessment for the Whistler Project. The study is intended to constitute an initial assessment (“PEA”) under subpart 1300 of Regulation S-K as issued by the U.S. Securities and Exchange Commission and a preliminary economic assessment under Canadian National Instrument 43-101.

Current wording

On June 9, 2025, we announced that we had selected Ausenco Engineering Canada ULC as the principal consulting firm to lead our proposed initial economic assessment (the “PEA”) for the Whistler Project. The study is intended to constitute an initial assessment under subpart 1300 of Regulation S-K as issued by the U.S. Securities and Exchange Commission and a preliminary economic assessment under Canadian National Instrument 43-101.

Previous wording

On July 21, 2025, we announced our exploration program for the 2025 field season at the Whistler Project (the “2025 Exploration Program”) which will focus on developing new potential porphyry gold-copper drill targets within the Whistler Orbit and undertaking follow-up mapping and sampling at the Muddy Creek prospect.

Current wording

On July 21, 2025, we announced our exploration program for the 2025 field season at the Whistler Project (the “2025 Exploration Program”), designed to focus on developing new potential porphyry gold-copper drill targets within the Whistler Orbit and undertaking follow-up mapping and sampling at the Muddy Creek prospect. The 2025 Exploration Program commenced in July 2025 and was completed in October 2025.

Previous wording

On May 15, 2024, 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, we 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 three months ended June 30, 2025, we sold 111,422 shares of Common Stock under the ATM Program for gross proceeds of $1,122,253, with aggregate commissions paid to the agents and other share issuance and settlement costs of $33,154, which was an average sales price of approximately $10.07 per share of common stock.

Current wording

On May 15, 2024, we entered into an At The Market Offering Agreement (the “Sales Agreement”) with a lead agent and co-agents providing for an at-the-market equity sales program (the “ATM Program”). Pursuant to the ATM Program, we could originally sell shares of our Common Stock having an aggregate offering price of up to $5.5 million from time to time through the sales agents subject to the terms of the Sales Agreement. Sales under the ATM Program may be made directly or through the facilities of the NASDAQ or other active trading market in the United States. A fixed cash commission rate of 2.5% on the gross sales price per share of Common Stock sold under the ATM Program is payable to the agents in connection with any such sales.

Previous wording

Subsequent to June 30, 2025, we sold 105,517 shares of Common Stock under the ATM Program for gross proceeds of $878,161, with aggregate commissions paid or payable to the agents and other share issuance and settlement costs of $23,771.

Current wording

Subsequent to September 30, 2025, we sold 380,891 shares of Common Stock under the ATM Program for gross proceeds of $5,060,416, with aggregate commissions paid or payable to the agents of $133,153, which was an average sales price of approximately $13.29 per share of Common Stock.

Previous wording

For the three months ended June 30, 2025, we recorded a net loss of $905,020 (or $0.07 per share), compared to $1,487,203 (or $0.12 per share) for the same period of 2024. The decrease in net loss was primarily due to the decrease of exploration expenses.

Current wording

For the three months ended September 30, 2025, we recorded a net loss of $2,814,623 (or $0.22 per share), compared to $4,345,749 (or $0.35 per share) for the same period of 2024. The decrease was primarily due to lower exploration expenses, partially offset by increased general and administrative expenses.

Previous wording

For the three months ended June 30, 2025, we had exploration expenses of $220,129, compared to $923,403 for the same period of 2024. During the three months ended June 30, 2025, exploration expenses primarily consisted of:

Current wording

For the three months ended September 30, 2025, we had exploration expenses of $2,095,409, compared to $3,911,335 for the same period of 2024. During the three months ended September 30, 2025, exploration expenses primarily consisted of:

Previous wording

For the three months ended June 30, 2025, general and administrative expenditures were $666,367, compared to $653,110 for the same period of 2024. During the three months ended June 30, 2025, general and administrative expenditures primarily consisted of:

Current wording

For the three months ended September 30, 2025, general and administrative expenses were $699,855, compared to $477,869 for the same period of 2024. During the three months ended September 30, 2025, general and administrative expenditures primarily consisted of:

Previous wording

For the six months ended June 30, 2025, depreciation expenses were $70,870, compared to $54,721 in the same period of 2024. The increase was primarily due to depreciation of new equipment acquired in the prior year.

Current wording

For the three months ended September 30, 2025, depreciation expenses were $35,435, compared to $35,436 in the same period of 2024.

Previous wording

For the three months ended June 30, 2025, our loss from operations was $926,884, compared to $1,610,760 for the same period of 2024. The decrease was primarily for the decrease of exploration expenses.

Current wording

For the three months ended September 30, 2025, our loss from operations was $2,835,773, compared to $4,429,246 for the same period of 2024. The decrease was primarily related to the decrease of exploration expenses, partially offset by the increase of general and administrative expenses.

Previous wording

For the six months ended June 30, 2025, we recorded a net loss of $2,196,616 (or $0.18 per share), compared to $2,449,652 (or $0.20 per share) for the same period of 2024. The decrease in net loss was primarily due to the decrease of exploration expenses, partially offset by the increase of general and administrative expenses.

Current wording

For the nine months ended September 30, 2025, we recorded a net loss of $5,011,239 (or $0.40 per share), compared to $6,795,401 (or $0.55 per share) for the same period of 2024. The decrease was primarily due to the decrease of exploration expenses, partially offset by the increase of general and administrative expenses.

Previous wording

For the six months ended June 30, 2025, we had exploration expenses of $443,356, compared to $1,337,900 for the same period of 2024. During the six months ended June 30, 2025, exploration expenses primarily consisted of:

Current wording

For the nine months ended September 30, 2025, we had exploration expenses of $2,538,765, compared to $5,249,235 for the same period of 2024. During the nine months ended September 30, 2025, exploration expenses primarily consisted of:

Previous wording

For the six months ended June 30, 2025, general and administrative expenditures were $1,722,175, compared to $1,316,011 for the same period of 2024. During the six months ended June 30, 2025, general and administrative expenditures primarily consisted of:

Current wording

For the nine months ended September 30, 2025, general and administrative expenses were $2,422,030, compared to $1,793,880 for the same period of 2024. During the nine months ended September 30, 2025, general and administrative expenditures primarily consisted of:

Previous wording

For the three months ended June 30, 2025, depreciation expenses were $35,436, compared to $29,752 in the same period of 2024. The increase was primarily due to depreciation of new equipment acquired in the prior year.

Current wording

For the nine months ended September 30, 2025, depreciation expenses were $106,305, compared to $90,157 in the same period of 2024. The increase was primarily due to depreciation of new equipment acquired in the prior year.

Previous wording

For the six months ended June 30, 2025, our loss from operations was $2,246,188, compared to $2,717,515 for the same period of 2024. The decrease was primarily for the decrease of exploration expenses, and partially offset by the increase of general and administrative expenses.

Current wording

For the nine months ended September 30, 2025, our loss from operations was $5,081,961, compared to $7,146,761 for the same period of 2024. The decrease was primarily for the decrease of exploration expenses, partially offset by the increase of general and administrative expenses.

Previous wording

As of June 30, 2025, we had cash and cash equivalents of $3,175,691, compared to $3,880,747 as of December 31, 2024, and restricted cash of $88,243, compared to $86,261 as of December 31, 2024. The decrease in cash was primarily due to general and administrative expenses and exploration expenditures, partially offset by the net proceeds received from the ATM Program. We had other receivables of $23,819, compared to $7,419 as of December 31, 2024. The increase in other receivables was mainly for interest receivables from term deposits. We had prepaid expenses of $131,986 as of June 30, 2025, compared to $108,943 as of December 31, 2024. The increase in prepaid expenses was primarily due to the increase of prepaid corporate development expenses and prepaid dues and subscriptions expenses, and partially offset by the decrease of prepaid insurance expenses.

Current wording

As of September 30, 2025, we had cash and cash equivalents of $3,289,803, compared to $3,880,747 as of December 31, 2024, and restricted cash of $42,966, compared to $86,261 as of December 31, 2024. The decrease in cash was primarily due to general and administrative expenses and exploration expenditures, partially offset by the net proceeds from sales under the ATM Program. We had other receivables of $12,388, compared to $7,419 as of December 31, 2024. The increase in other receivables was mainly for interest receivables from term deposits. We had prepaid expenses of $445,390 as of September 30, 2025, compared to $108,943 as of December 31, 2024. The increase in prepaid expenses was primarily due to the $197,108 cash advances to a third party technical consulting company for management of the exploration program for the Whistler Project, the increase of prepaid corporate development expenses and prepaid dues and subscriptions expenses, partially offset by the decrease of prepaid insurance expenses.

Previous wording

As of June 30, 2025, we had current liabilities of $486,147, compared to $420,241 as of December 31, 2024. Current liabilities as of June 30, 2025, consisted of: (i) accounts payable of $199,345, compared to $185,251 as of December 31, 2024; (ii) accrued liabilities of $77,359, compared to $28,983 as of December 31, 2024; (iii) current portion of lease liabilities of $28,580, compared to $25,144 as of December 31, 2024; (iv) other payables of $180,863, which remained the same as of December 31, 2024.

Current wording

As of September 30, 2025, we had current liabilities of $581,379, compared to $420,241 as of December 31, 2024. Current liabilities as of September 30, 2025, consisted of: (i) accounts payable of $40,284, compared to $185,251 as of December 31, 2024; (ii) accrued liabilities of $331,252, compared to $28,983 as of December 31, 2024; (iii) current portion of lease liabilities of $28,980, compared to $25,144 as of December 31, 2024; (iv) other payables of $180,863, which remained the same as of December 31, 2024. The increase in total current liabilities was primarily driven by higher accounts payables and accrued liabilities related to expenditures incurred during the 2025 field season exploration activities.

Previous wording

We have not generated any revenue from operations and the only sources of financing to date have been through advances from GoldMining, our initial public offering (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.

Current wording

We have not generated any revenue from operations and the only sources of financing to date have been through advances from GoldMining, our initial public offering (the “IPO”), the exercise of share purchase warrants 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, share purchase warrant exercises, 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, 2025, was $1,792,173, compared to $2,819,802 during the same period of 2024. The decrease in cash used was due primarily to a decrease in operating expenses during this quarter. During the six months ended June 30, 2025, net cash used primarily consisted of:

Current wording

Net cash used in operating activities during the nine months ended September 30, 2025, was $4,696,634, compared to $6,640,446 during the same period of 2024. The decrease in cash used was due primarily to a decrease in operating expenses during this period. During the nine months ended September 30, 2025, net cash used in operating activities primarily consisted of:

Previous wording

Significant operating expenditures during the six months ended June 30, 2025, and 2024, included general and administrative expenses and exploration expenditures.

Current wording

Significant operating expenditures during the nine months ended September 30, 2025, and 2024, included general and administrative expenses and exploration expenditures.

Previous wording

Net cash used in investing activities during the six months ended June 30, 2025, was $nil, compared to $171,836 during the same period of 2024, which related to the purchase of equipment.

Current wording

Net cash used in investing activities during the nine months ended September 30, 2025, was $nil, compared to $171,835 relating to the purchase of equipment during the same period of 2024.

Previous wording

For the six months ended June 30, 2025, net cash provided by financing activities was $1,089,099, attributable to the net proceeds received from the ATM Program, compared to $6,985 during the same period of 2024, which related to the allocated personnel costs from GoldMining.

Current wording

For the nine months ended September 30, 2025, net cash provided by financing activities was $4,062,395, attributable to the net proceeds received from the ATM Program, compared to $10,202 during the same period of 2024, which related to the allocated personnel costs from GoldMining.

Previous wording

Subsequent to June 30, 2025, we entered into an agreement for professional services with Equity Geoscience Ltd. for the management of an exploration program for the Whistler Project. The agreement included an approved work order totaling $1,844,000 for the period from January 1, 2025, to April 30, 2026. The work order may be paused, postponed or terminated by either party with 30 days written notice. Additionally, as of the date of this filing, we have paid $1,118,425 towards the approved work order.

Current wording

In July 2025, we entered into an agreement for professional services with Equity Geoscience Ltd. for the management of an exploration program for the Whistler Project. The agreement included an approved work order totaling $1,844,000 for the period from January 1, 2025, to April 30, 2026. The work order may be paused, postponed or terminated by either party with 30 days written notice. In October 2025, we amended the work order to $2,094,000. Additionally, as of the date of this filing, we have paid $1,969,848 towards the approved work order.

Previous wording

We share personnel, including key management personnel, office space, equipment, and various administrative services with other companies, including GoldMining. Costs incurred by GoldMining are 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, 2025, the allocated costs from GoldMining to us were $nil ($7,400 and $18,366 for the three and six months ended June 30, 2024, respectively). Out of the allocated costs, $nil for the three and six months ended June 30, 2025, were noncash stock-based compensation costs ($4,115 and $11,381 for the three and six months ended June 30, 2024, respectively). During the year ended December 31, 2024, 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

We share personnel, including key management personnel, office space, equipment, and various administrative services with other companies, including GoldMining, which owned 76.6% of our outstanding shares of Common Stock as at September 30, 2025. Costs incurred by GoldMining are 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, 2025, the allocated costs from GoldMining to us were $nil ($5,511 and $23,877 for the three and nine months ended September 30, 2024, respectively). Out of the allocated costs for the three and nine months ended September 30, 2024, $2,294 and $13,675, respectively, were for non-cash stock based compensation expenses. During the nine months ended September 30, 2024, 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

During the three and six months ended June 30, 2025, we incurred $2,450 and $3,707, respectively, ($38,693 and $139,513 during the three and six months ended June 30, 2024, respectively), in general and administrative expenses related to website design, video production, website hosting services and marketing services paid to Blender Media Inc. (“Blender”), a company whose principal is an immediate family member of a co-chairman and director of GoldMining. Blender is a design and marketing agency that provides services to numerous publicly traded companies.

Current wording

During the three and nine months ended September 30, 2025, we incurred $1,019 and $4,726, respectively, ($1,299 and $140,812 during the three and nine months ended September 30, 2024, respectively), in general and administrative expenses related to website design, video production, website hosting services and marketing services paid to Blender Media Inc. (“Blender”), a company whose principal is an immediate family member of a co-chairman and director of GoldMining. Blender is a design and marketing agency that provides services to numerous publicly traded companies.

Previous wording

During the three and six months ended June 30, 2025, stock-based compensation costs included $1,182 and $2,418, respectively ($2,109 and $5,100 during the three and six months ended June 30, 2024), in amounts incurred for a co-chairman and director of GoldMining for performance based Restricted Shares granted in September 2022.

Current wording

During the three and nine months ended September 30, 2025, stock-based compensation expenses included stock-based compensation recovery of $8,687 and $6,269, respectively (stock-based compensation expenses of $2,132 and $7,232, respectively during the three and nine months ended September 30, 2024), in amounts incurred for a co-chairman and director of GoldMining for performance based Restricted Shares granted in September 2022.

Previous wording

Related party transactions are based on the amounts agreed to by the parties. During the quarters ended June 30, 2025, and 2024, 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 recorded based on the amounts agreed to by the parties. During the quarters ended September 30, 2025, and 2024, we did not enter into any contracts or undertake any commitment or obligation with any related parties other than as described herein.

Previous wording

As of the date hereof, we have 12,682,676 shares of Common Stock outstanding, including 254,000 performance based Restricted Shares. In addition, we have outstanding stock options issued under our long-term incentive plan to purchase 293,550 shares of Common Stock at an exercise price of $10 per share, 7,124 outstanding RSUs, and outstanding Warrants to purchase 1,740,992 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.

Current wording

As of the date hereof, we have 13,273,195 shares of our Common Stock outstanding, including 254,000 performance based Restricted Shares. In addition, we have outstanding stock options issued under our long-term incentive plan to purchase 279,800 shares of our Common Stock at an exercise price of $10 per share, 8,561 outstanding RSUs, and outstanding Warrants to purchase 1,740,992 shares of our 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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU expands public entities’ income tax disclosures by requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The ASU will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our consolidated financial statements and related disclosures.

Current wording

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU expands public entities’ income tax disclosures by requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The ASU is effective for annual periods beginning after December 15, 2024. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our consolidated financial statements and related disclosures.