U.S. GoldMining Inc.

Previous wording

For the three and nine months ended September 30, 2025

Current wording

For the three months ended March 31, 2026

Previous 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.

Current wording

You should read this management’s discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2026 (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 quarterly period ended March 31, 2026 (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, 2025 (the “Annual Report”), including, in each case, the related notes contained therein.

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 (“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.

Current wording

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 74.0% 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 May 22, 2026.

Previous 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.

Current wording

On April 20, 2026, we announced our exploration program for the 2026 field season at the Whistler Project (the “2026 Exploration Program”). The 2026 Exploration Program consists of diamond core drilling targeting near-deposit extensions and new targets within the Whistler–Raintree area.

Previous 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.

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”). 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.

Previous 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.

Current wording

For the three months ended March 31, 2026, we had a net loss of $1.93 million (or $0.14 per share), compared to $1.29 million (or $0.10 per share) for the same period of 2025. The increase was primarily due to higher exploration expenses and general and administrative expenses.

Previous 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:

Current wording

For the three months ended March 31, 2026, we had exploration expenses of $0.53 million, compared to $0.22 million for the same period of 2025. The increase resulted from the completion of the PEA and increased exploration activity. During the three months ended March 31, 2026, exploration expenses primarily consisted of:

Previous 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:

Current wording

For the three months ended March 31, 2026, general and administrative expenses were $1.41 million, compared to $1.06 million for the same period of 2025. During the three months ended March 31, 2026, general and administrative expenditures primarily consisted of:

Previous wording

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

Current wording

In each of the three months ended March 31, 2026, and 2025, depreciation expenses were $0.04 million.

Previous 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.

Current wording

For the three months ended March 31, 2026, our loss from operations was $1.98 million, compared to $1.32 million for the same period of 2025. The increase was primarily related to the increase of exploration expenses and general and administrative expenses.

Previous 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.

Current wording

As of March 31, 2026, we had current liabilities of $0.60 million, compared to $0.56 million as of December 31, 2025. Current liabilities as of March 31, 2026, consisted of: (i) accounts payable of $0.32 million, compared to $0.22 million as of December 31, 2025; (ii) accrued liabilities of $0.07 million, compared to $0.13 million as of December 31, 2025; (iii) current portion of lease liabilities of $0.03 million, compared to $0.03 million as of December 31, 2025; and (iv) other payables of $0.18 million, which remained the same as of December 31, 2025.

Previous 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.

Current wording

Net cash used in investing activities during the three months ended March 31, 2026, was $0.24 million, relating to the purchase of equipment, compared to $nil during the same period of 2025.

Previous 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.

Current wording

For the three months ended March 31, 2026, net cash provided by financing activities was $0.11 million, relating to the proceeds from warrant exercises, compared to $nil in the same period of 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.

Current wording

We are required to make annual land payments to the Department of Natural Resources of Alaska in the amount of $0.23 million in 2026 and thereafter, to keep the Whistler Project in good standing. Additionally, we have an annual labor requirement of $0.14 million 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 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.

Current wording

During the three months ended March 31, 2026, and 2025, we incurred $1,027 and $1,257, 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 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.

Current wording

During the three months ended March 31, 2026, and 2025, stock-based compensation expenses included $8,455 and $77, respectively, in amounts incurred for an immediate family member of a co-chairman and director of GoldMining for performance based Restricted Shares granted in September 2022.

Previous 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.

Current wording

As of the date of this Quarterly Report, we have 13,354,420 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 429,500 shares of our Common Stock at an exercise price of $9.84 per share, 14,275 outstanding RSUs, and outstanding Warrants to purchase 1,409,222 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

We grant stock options to certain of our directors, officers, employees and consultants. We use the Black-Scholes option-pricing model to determine the grant date fair value of stock options. The fair value of stock options granted to employees is recognized as an expense over the vesting period with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes, provides services that could be provided by a direct employee, or has authority and responsibility for planning, directing and controlling our activities, including nonexecutive directors. The fair value is measured at grant date and recognized over the period during which the options vest. Forfeitures are accounted for as they occur. The Black-Scholes option-pricing model uses as inputs the fair value of our shares of Common Stock and assumptions we make for the volatility of our shares of Common Stock, the expected term of our stock options, the risk-free interest rate for a period that approximates the expected term of our stock options and our expected dividend yield. We have historically been a private company and continue to lack sufficient company-specific historical and implied volatility information. Therefore, we estimate our expected share volatility based on the historical volatility of a publicly traded set of peer companies and expect to continue to do so until such time as we have adequate historical data regarding the volatility of our own traded share price.

Current wording

We grant stock options to certain of our directors, officers, employees and consultants. We use the Black-Scholes option-pricing model to determine the grant date fair value of stock options. The fair value of stock options granted to employees is recognized as an expense over the vesting period with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes, provides services that could be provided by a direct employee, or has authority and responsibility for planning, directing and controlling our activities, including nonexecutive directors. The fair value is measured at grant date and recognized over the period during which the options vest. Forfeitures are accounted for as they occur. The Black-Scholes option-pricing model uses as inputs the fair value of our shares of Common Stock and assumptions we make for the volatility of our shares of Common Stock, the expected term of our stock options, the risk-free interest rate for a period that approximates the expected term of our stock options and our expected dividend yield.