U.S. GoldMining Inc.
For the period ended Dec 31, 2025. Filed Mar 20, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 20, 2026
USGO$5.24+5.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-27.
0001641172-25-000962
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-20.
0001493152-26-011885
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 109 previous paragraphs and 86 current paragraphs.
39 unchanged; 16 reworded; 30 added; 53 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 26 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (30)
Current report
Management’s Discussion and Analysis
Current report
On February 3 and February 10, 2025, we announced results from confirmatory diamond core drilling completed during the 2024 field season at the Whistler and Raintree West deposits.
Current report
On April 15, 2025, we announced our plan to commence an 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 (“NI 43-101”).
Current report
On April 24, 2025, we announced the commencement of metallurgical testwork at the Whistler Project. The principal aim of the metallurgical testwork is to develop a preliminary process flowsheet optimized for metal recovery that will be used in the proposed PEA. The metallurgical testwork will comprise preparation of variability composites and a master composite, feed characterization, detailed mineralogy, comminution testing, sulphide flotation testing and gravity gold and cyanide leaching on concentrate tailings. On May 15, 2025, we provided an update on exploration targets at the Whistler Project, comprising three separate gold ± copper ± silver mineral systems identified to date, including the Whistler-Raintree, Island Mountain and Muddy Creek mineral systems. On May 27, 2025, we provided further details on exploration targets at the Whistler Project, highlighting northern exploration targets hosted within the Whistler-Raintree mineral system, also referred to as the Whistler Orbit, which comprises a classic porphyry cluster over an area of approximately 5 x 5 km, containing multiple mapped and interpreted porphyry intrusions.
Current report
On June 9, 2025, we selected Ausenco Engineering Canada ULC as the principal consulting firm to lead our proposed PEA.
Current report
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.
Current report
On September 22, 2025, we announced updated results from a metallurgical test work program announced on April 24, 2025.
Current report
On January 20, 2026, we announced the initial results of the 2025 Exploration Program.
Current report
On March 2, 2026, we announced results of a positive PEA on the Whistler Project. The PEA is preliminary in nature and there is no certainty that project envisaged in the preliminary economic assessment will be realized. Please see Item 2- Properties of our Annual Report and the technical report titled “Whistler Gold-Copper Project, S-K 1300 Technical Report Summary and Initial Assessment with Economic Analysis, Alaska, United States of America” with a date of issue of March 19, 2026, and an effective date of March 2, 2026 for further information.
Current report
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”). The ATM Program initially allowed us to sell newly issued 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 thereof. Subsequently, the ATM Program was amended on September 30, 2025 and December 12, 2025 to increase such amount by $7.6 million and $6.1 million, respectively.
Current report
During the years ended December 31, 2025, and 2024, we sold 831,574 and 55,576 shares of common stock, respectively, under the ATM Program for respective gross proceeds in each year of $9,553,620 and $603,235. Aggregate commissions paid to the agents under the ATM Program were $257,096 and $17,513 during the years ended December 31, 2025, and 2024, respectively.
Current report
Results of Operations
Current report
In 2025, we recorded a net loss of $6.99 million (or $0.55 per share), compared to $8.49 million (or $0.68 per share) in 2024. The decrease was primarily due to lower exploration expenses as a result of reduced program scope in 2025, partially offset by increased general and administrative expenses, primarily attributable to higher consulting, corporate development and investor relations expenses.
Current report
We had exploration expenses of $3.05 million, compared to $5.80 million in 2024. In 2025, exploration expenses primarily consisted of:
Current report
In 2025, general and administrative expenditures were $3.90 million, compared to $2.95 million in 2024. In 2025, general and administrative expenditures primarily consisted of:
Current report
Depreciation expenses were $0.15 million in 2025, compared to $0.13 million in 2024.
Current report
As of December 31, 2025, we had cash and cash equivalents of $7.38 million (December 31, 2024: $3.88 million). The increase in cash and cash equivalents was primarily attributable to net proceeds from sales under the ATM Program. As of December 31, 2025, we had total working capital of $7.03 million, compared to $3.70 million at the end of 2024.
Current report
As of December 31, 2025, we had current liabilities of $0.56 million compared to $0.42 million as of December 31, 2024. Current liabilities as of December 31, 2025 primarily included: (i) accounts payable of $0.22 million, compared to $0.19 million as of December 31, 2024; (ii) accrued liabilities of $0.12 million, compared to $0.03 million as of December 31, 2024, with the increase in accounts payable and accrued liabilities primarily being due to timing of payments and legal expenses associated with the ATM Program; and (iii) other payables of $0.18 million, which consisted of withholding tax payables (December 31, 2024: $0.18 million).
Current report
We have not generated any revenue from operations and we have generally financed our capital needs through equity financings, including the ATM Program and our IPO. Net proceeds from the ATM Program have been used, and are expected to continue to be used, for general corporate purposes, including funding exploration activities, working capital and general and administrative expenses.
Current report
Net cash used in operating activities were primarily offset by non-cash items including stock-based compensation of $0.86 million, compared to $0.33 million in 2024; depreciation expenses of $0.15 million, compared to $0.13 million in 2024. The increase of stock-based compensation in 2025 was primarily related to vesting of stock options and RSUs granted in December 2024 and December 2025; and a cumulative catch-up adjustment recognized for performance based restricted shares following a reassessment of the probability of achieving the applicable performance conditions.
Current report
Changes in non-cash working capital provided cash were $0.08 million for the year ended December 31, 2025, compared to $0.23 million in 2024.
Current report
Net cash used in investing activities in 2025 was $nil, compared to $0.17 million relating to the purchase of equipment in 2024.
Current report
For the year ended December 31, 2025, net cash provided by financing activities was $9.30 million, consisting of net proceeds from sales under the ATM Program, compared to $0.60 million in 2024, which primarily comprised of the net proceeds from sales under the ATM Program and to a lesser extent, proceeds from warrant exercises and allocated personnel costs from GoldMining.
Current report
We have obligations pursuant to underlying agreements on the Whistler Project, as follows:
Current report
In 2025, stock-based compensation costs included $157,574 ($5,861 in 2024), in amounts recognized in the year in relation to pre-IPO grants to a co-chairman and director of GoldMining of performance based Restricted Shares.
Current report
In 2025, stock-based compensation costs included $9,848 ($366 in 2024), in amounts recognized in the year in relation to pre-IPO grants made to a family member of a co-chairman and director of GoldMining of performance based Restricted Shares.
Current report
Recently Adopted Accounting Pronouncements
Current report
In November 2024, the FASB issued ASU-2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public entities to disclose specified information about certain costs and expenses at each interim and annual reporting period, which includes amounts for inventory purchases, employee compensation, depreciation, intangible asset amortization, and expenses related to oil and gas activities. This ASU will be effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and related disclosures.
Current report
Subsequent Event
Current report
Subsequent to December 31, 2025, we issued 8,133 shares of common stock upon the exercise of share purchase warrants at a price of $13.00 per share, for aggregate proceeds of $105,729. In addition, 5,175 RSUs vested, resulting in the issuance of 5,175 shares of common stock.
Removed paragraphs (53)
Previous report
U.S. GoldMining Inc.
Previous report
2023 and 2024 Field Programs
Previous report
On August 21, 2023, we announced the commencement of a confirmatory 2023 Phase 1 Drilling Program at the Whistler Project (the “2023 Whistler Program”). Phase 1 of the confirmatory program comprised up to an initial 5,000 m of the budgeted drilling program. Three confirmatory drill holes were completed at the Whistler Deposit and one exploration drill hole at the Rainmaker target for a total of 2,234 m, which was completed by mid-November, at which time the program was paused for winter break.
Previous report
On January 16, 2024, we announced initial results from the 2023 Whistler Program, which confirmed the continuity of the near-surface high-grade core at the Whistler deposit, and extended mineralization to the southwest and to depth.
Previous report
On June 27, 2024, we announced the re-commencement of drilling at Whistler Project for the 2024 field season (the “2024 Whistler Program”). The exploration program was focused on additional confirmatory infill and step-out drilling within the Whistler and Raintree West deposits. Surface exploration activities were also completed with the objective to identify drill targets within the broader Whistler Orbit, a porphyry mineral system containing multiple intrusive centers (termed a ‘porphyry cluster’), with potential to discover additional gold and copper mineralized deposits.
Previous report
On September 30, 2024, we announced initial assay results from the first two diamond drill holes completed of our 2024 Whistler Program. The previous best intercept of continuous high-grade mineralization intersected in drilling at the Whistler Project during the 2023 Whistler Program, comprising 547 m at 1.06 g/t AuEq, was further deepened in the 2024 Whistler Program (drill hole number WH23-03-EXT) and the mineralized intercept was extended to 652.5 m at 1.00 g/t AuEq. We also announced confirmation and extension of porphyry style mineralization in the Raintree West deposit (WH24-01).
Previous report
On October 7, 2024, we announced an updated mineral resource estimate for the Whistler Project, which included a 117% increase in resources classified as Indicated Mineral Resource.
Previous report
On November 18, 2024, we announced additional diamond core drill results from the 2024 Whistler Program diamond core drilling program including confirmation of continuity of high-grade mineralization in the western portion of the Whistler deposit (WH24-02).
Previous report
On February 3, 2025, we announced additional diamond core drill results from the 2024 Whistler Program diamond core drilling program, including multiple broad intercepts of high-grade mineralization expanding the western high-grade zone within the Whistler deposit (WH24-03), and additional deep drilling in the northern portion of the deposit which confirmed mineralization through the deposit and intersected geological features indicative of nearby high grade mineralization at higher levels in the northern portion of the deposit (WH24-04).
Previous report
On February 10, 2025, we announced new assay results from WH24-05 which was drilled adjacent to the Raintree West deposit as part of the 2024 Whistler Program, including confirmatory diamond core drilling completed at the Whistler Project. The drilling intercepted multiple zones of high-grade gold and silver polymetallic mineralization approximately 500 m south of any prior drilling at the Raintree West deposit.
Previous report
Change of Fiscal Year End
Previous report
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 ended on December 31, 2024 (the “Fiscal 2024”). As a result of the change in fiscal year, there was a one-month transition period began on December 1, 2023, and ended on December 31, 2023 (the “Transition Period”). For the purposes of this discussion and analysis we have presented the income statement for the year ended December 31, 2023, in order to provide a comparison to the year ended December 31, 2024. The statements of operations and comprehensive loss for the year ended December 31, 2023, were derived as follows:
Previous report
For the year ended December 31, 2024, we recorded a net loss of $8,487,081 (or $0.68 per share), compared to $9,412,380 (or $0.81 per share) for the year ended December 31, 2023. The decrease in net loss was primarily due to the decrease of general and administrative expenses, partially offset by the increase of costs associated with our 2024 Whistler Program.
Previous report
For the year ended December 31, 2024, we had exploration expenses of $5,802,549, compared to $5,073,837 for the year ended December 31, 2023. The increase was primarily related to the 2024 Whistler Program 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 field support costs. During the year ended December 31, 2024, exploration expenses primarily consisted of:
Previous report
For the year ended December 31, 2024, general and administrative expenditures were $2,946,723, compared to $4,743,872 for the year ended December 31, 2023. During the year ended December 31, 2024, general and administrative expenditures primarily consisted of:
Previous report
For the year ended December 31, 2024, depreciation expenses were $125,593, compared to $39,245 for the year ended December 31, 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.
Previous report
Transition Period
Previous report
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.
Previous report
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 Whistler 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:
Previous report
(i) drilling expenses of $38,907, compared to $nil for the one month ended December 31, 2022. Drilling expenses primarily related to the storage of drilling equipment during the winter break and drill core sample analysis. The 2023 Whistler Program, which was the Company’s inaugural drilling program, didn’t start until the summer of 2023;
Previous report
(ii) consulting fees of $22,112, compared to $34,720 for the one month ended December 31, 2022;
Previous report
(iii) transportation, travel and other exploration expenses of $6,027, compared to $350 for the one month ended December 31, 2022; and
Previous report
(iv) camp maintenance expenses of $583, compared to $13,222 for the one month ended December 31, 2022. During the one month ended December 31, 2022, camp maintenance expenses were primarily for work to support an access road to the Whistler Project.
Previous report
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:
Previous report
(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;
Previous report
(ii) stock-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;
Previous report
(iii) management fees, salaries and benefits of $30,784, compared to $14,306 during the one month ended December 31, 2022; The increase was primarily due to the hiring of additional staff in connection with the increase in operations post-IPO;
Previous report
(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;
Previous report
(v) filing, listing, dues and subscriptions expenses of $8,327, compared to $1,194 during the one month ended December 31, 2022;
Previous report
(vi) office administrative and insurance expenses of $45,012, compared to $1,179 during the one month ended December 31, 2022. The increase was primarily for directors’ and officers’ insurance expenses during this period as a result of completion of our IPO; and
Previous report
(vii) travel, website design and hosting expenses of $2,331, compared to $174 during the one month ended December 31, 2022.
Previous report
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.
Previous report
For the one month ended December 31, 2023, our loss from operations was $281,839, compared to $180,836 for the one month ended December 31, 2022. The increase was primarily the result of a higher level of activity after completion of the IPO.
Previous report
For the year ended December 31, 2024, we recorded a net loss of $8,487,081 (or $0.68 per share), compared to $9,356,577 (or $0.82 per share) for the year ended November 30, 2023. The decrease in net loss was primarily due to the decrease of general and administrative expenses, partially offset by the increase of costs associated with our 2024 Whistler Program.
Previous report
For the year ended December 31, 2024, we had exploration expenses of $5,802,549, compared to $5,054,500 for the year ended November 30, 2023. The increase was primarily related to the 2024 Whistler Program 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 field support costs. During the year ended December 31, 2024, exploration expenses primarily consisted of:
Previous report
For the year ended December 31, 2024, general and administrative expenditures were $2,946,723, compared to $4,670,248 for the year ended November 30, 2023. During the year ended December 31, 2024, general and administrative expenditures primarily consisted of:
Previous report
For the year ended December 31, 2024, depreciation expenses were $125,593, compared to $30,959 for the year ended November 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.
Previous report
For the year ended December 31, 2024, our loss from operations was $8,893,070, compared to $9,776,758 for the year ended November 30, 2023. The decrease primarily resulted from the decrease in general and administrative expenses, partially offset by costs associated with the 2024 Whistler Program.
Previous report
Prior to the completion of our IPO, capital resources consisted primarily of cash advanced and/or contributed from GoldMining. On April 24, 2023, we completed our IPO and issued 2,000,000 Units at a price of $10.00 per Unit for net proceeds in an aggregate amount of approximately $19.1 million after deducting underwriting fees and offering costs. In May 2023 we repaid GoldMining $1,680,925, for amounts previously advanced to us by GoldMining.
Previous report
As of December 31, 2024, we had cash and cash equivalents of $3,880,747 (December 31, 2023: $11,203,893; November 30, 2023: $11,401,338) and restricted cash of $86,261 (December 31, 2023: $87,756; November 30, 2023: $86,870). The decrease in cash was primarily a result of exploration expenditures associated with our 2024 exploration program at the Whistler Project. We had other receivables of $7,419 (December 31, 2023: $152,716; November 30, 2023: $115,113). We had inventories of $34,858 ($27,249 as of December 31, 2023, and November 30, 2023), which included fuels held at the Whistler Project camp site. We had prepaid expenses of $108,943 as of December 31, 2024 (December 31, 2023: $297,207; November 30, 2023: $375,933). The decrease in prepaid expenses was primarily as a result of the decrease of prepaid insurance and corporate development expenses.
Showing the first 40 of 53 passages. Open the source sections for the rest.
Reworded paragraphs (16)
Previous wording
The management’s discussion and analysis of the financial condition and results of operations of U.S. GoldMining Inc. for the year ended December 31, 2024 (the “MD&A”), is intended to provide the reader with a review of the factors that affected our performance during the periods presented, including matters that have affected our reported financial condition and results of operations, and matters that are reasonably likely, based on management’s assessment, to have a material impact on future operations and results.
Current wording
The management’s discussion and analysis of the financial condition and results of operations of U.S. GoldMining Inc. for the year ended December 31, 2025 (the “MD&A”), is intended to provide readers with a review of the principal factors that affected our performance during the periods presented, including matters that have materially affected our financial condition and results of operations, and matters that are reasonably likely, based on management’s assessment, to have a material impact on future operations and results.
Previous wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements for the fiscal year ended December 31, 2024, and related notes appearing at the end of this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Annual Report on Form 10-K, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis. A copy of this Annual Report on Form 10-K will be available under our profiles at www.sec.gov and at www.sedarplus.ca.
Current wording
This MD&A should be read in conjunction with our consolidated financial statements for the years ended December 31, 2025 and 2024, and related notes. Such financial statements and notes are included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) in which this MD&A is included under Item 7 thereof. Some of the information contained in this MD&A or set forth elsewhere in the Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of our Annual Report, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis. A copy of our Annual Report is available under our profiles at www.sec.gov and at.
Previous wording
This Annual Report 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 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:
Previous wording
These factors should not be construed as exhaustive and should be read with other cautionary statements in this document. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements, which speaks only as of the date made. The forward-looking statements contained in this document represent our expectations as of the date of this Annual Report (or as the date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
Current wording
These factors should not be construed as exhaustive and should be read with other cautionary statements in this document. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements, which speak only as of the date made. The forward-looking statements contained in this document represent our expectations as of the date of this MD&A (or as the date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
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 79.3% 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 74.2% 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 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 year ended December 31, 2024, we sold 55,576 shares of common stock under the ATM Program for gross proceeds of $603,235, with aggregate commissions paid to the agents and other share issuance and settlement costs of $17,513.
Current wording
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
For the year ended December 31, 2024, our loss from operations was $8,893,070, compared to $9,877,761 for the year ended December 31, 2023. The decrease primarily resulted from the decrease in general and administrative expenses, partially offset by costs associated with the 2024 Whistler Program.
Current wording
In 2025, our loss from operations was $7.12 million compared to $8.89 million in 2024. The decrease primarily resulted from the decrease in costs associated with the 2025 Exploration Program compared to the 2024 program, partially offset by the increase in general and administrative expenses.
Previous 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.
Current wording
Our primary capital requirements are exploration expenditures and corporate overhead. We believe that our cash on hand and access to capital markets will provide sufficient capital resources to meet our capital requirements for 2026. Our ability to meet our obligations and finance exploration activities in the future depends on our ability to obtain the necessary capital resources by way of equity financings, warrant exercises, and short-term or long-term borrowings. 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
Significant operating expenditures during the years ended December 31, 2024, December 31, 2023, and the year ended November 30, 2023, included general and administrative expenses and exploration expenditures.
Current wording
Net cash used in operating activities in 2025 was $5.84 million, compared to $7.75 million in 2024. Significant operating expenditures during the years ended December 31, 2025 and 2024 included general and administrative expenses and exploration expenditures. The decrease in cash used in operating activities was primarily attributable to lower operating expenses in 2025.
Previous wording
We are required to make annual land payments to the Department of Natural Resources of Alaska in the amount of $230,605 in 2025 and thereafter, to keep the Whistler Project in good standing. Additionally, we have an annual labor requirement of $135,200 for 2025 and thereafter, for which a cash-in-lieu payment equal to the value of the annual labor requirement may be made instead. We have excess labor carry forwards of $61,674 expiring in 2026, $1,736,956 expiring in 2027, and $4,572,319 expiring in 2028, of which up to $135,200 can be applied each year to meet our annual labor requirements. The Whistler Project is in good standing as of the date of this Annual Report.
Current wording
We are required to make annual land payments to the Department of Natural Resources of Alaska in the amount of $230,605 in 2026 and thereafter, to keep the Whistler Project in good standing. Additionally, we have an annual labor requirement of $135,200 for 2026 and thereafter, for which a cash-in-lieu payment equal to the value of the annual labor requirement may be made instead.
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 year ended December 31, 2024, the allocated costs from GoldMining to the Company were $23,877 ($6,888 and $100,807 for the one month ended December 31, 2023, and the year ended November 30, 2023, respectively). Out of the allocated costs, $13,675 for the year ended December 31, 2024, were noncash stock-based compensation costs ($5,615 and $54,348 for the one month ended December 31, 2023, and the year ended November 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
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. In 2025, the allocated costs from GoldMining to us were $nil ($23,877 in 2024). In 2024, these allocated costs included $13,675 for non-cash stock-based compensation expenses. In 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 year ended December 31, 2024, the Company incurred $142,140, and during the one month ended December 31, 2023 and the year ended November 30, 2023, $33,125 and $233,978, 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
In 2025, we incurred $5,675 ($142,140 in 2024), 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
Related party transactions are based on the amounts agreed to by the parties. During the year ended December 31, 2024, Transition Period and the year ended November 30, 2023, 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. In 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 12,462,174 shares of Common Stock outstanding. In addition, we have outstanding stock options issued under our long-term incentive plan to purchase 303,550 shares of Common Stock at an exercise price of $10 per share, 11,287 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 of our Annual Report, we have 13,322,293 shares of Common Stock outstanding. In addition, we have outstanding stock options issued under our long-term incentive plan to purchase 419,500 shares of Common Stock at an exercise price of $9.79 per share, 14,275 outstanding RSUs and outstanding Warrants to purchase 1,732,859 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
The preparation of these financial statements in conformity with U.S. GAAP requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the year. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.
Current wording
The preparation of our financial statements in conformity with U.S. GAAP requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the year. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.
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. Management is currently evaluating the impact of this guidance on our financial statements.
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 Company adopted this standard prospectively as of January 1, 2025 and the adoption did not have a material impact on the Company’s consolidated financial statements or income tax notes.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Year ended December 31, 2024, compared to year ended November 30, 2023