U.S. GoldMining Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Securities registered pursuant to Section 12(b) of the Act:

On June 26, 2026, U.S. GoldMining Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Offering”) 522,876 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, at a purchase price of $7.65 per share. The gross proceeds to the Company from the Offering are expected to be approximately $4.0 million before deducting offering expenses payable by the Company.

The Shares will be offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-279435) which was filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2024, and declared effective by the SEC on May 28, 2024, and related base prospectus and a prospectus supplement dated June 26, 2026, thereunder.

The Offering is expected to close on June 29, 2026, subject to the satisfaction of customary closing conditions. The Company currently plans to use the net proceeds from the Offering for working capital and general corporate purposes.

The Purchase Agreement includes customary representations, warranties and covenants by the Company and the Investor. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. Additionally, the Company has agreed to provide the Investor with customary indemnification under the Purchase Agreement.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on form 8-K and is incorporated by reference herein.

The legal opinion and consent of Haynes and Boone, LLP relating to the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.