U.S. GoldMining Inc.
For the period ended Jun 30, 2026. Filed Aug 12, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 12, 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-Q
Period ended 2026-03-31; filed 2026-05-13.
0001493152-26-022787
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-12.
0001493152-26-037397
Item 2. 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 73 previous paragraphs and 85 current paragraphs.
47 unchanged; 21 reworded; 15 added; 5 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 18 previous and 14 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 (15)
Current report
On June 26, 2026, we entered into a securities purchase agreement with an institutional investor, pursuant to which we agreed to issue and sell 522,876 shares of our Common Stock at a purchase price of $7.65 per share in the June 2026 Registered Direct Offering (as defined below). Such shares of common stock were issued on July 6, 2026.
Current report
On July 6, 2026, we announced the commencement of drilling under our 2026 Exploration Program. The initial assay results are expected by the end of the third quarter of 2026, subject to laboratory turnaround times.
Current report
On June 26, 2026, we filed a prospectus supplement reducing the maximum aggregate offering price of Common Stock issuable pursuant to the ATM Program to approximately $2.1 million.
Current report
On July 6, 2026, we filed an additional prospectus supplement to increase the maximum aggregate offering price of Common Stock issuable pursuant to the ATM Program to approximately $4.2 million, which does not include the Common Stock that were sold pursuant to the ATM Program prior to July 6, 2026, having an aggregate gross sales price of approximately $10.7 million.
Current report
During the three and six months ended June 30, 2026, we sold 47,595 shares of Common Stock under the ATM Program for gross proceeds of $567,124, with aggregate commissions paid to the agents and other share issuance and settlement costs of $16,334.
Current report
June 2026 Registered Direct Offering
Current report
On June 26, 2026, we entered into a securities purchase agreement with an institutional investor, pursuant to which we agreed to issue and sell in a registered direct offering 522,876 shares of our Common Stock, at a purchase price of $7.65 per share (the “June 2026 Registered Direct Offering”). The aggregate gross proceeds from the registered direct offering were $4,000,001, prior to deducting offering expenses payable by us. Aggregate issuance costs and expenses payable in connection with the registered direct offering were $26,196. The shares were issued to the investor on July 6, 2026.
Current report
For the three months ended June 30, 2026, depreciation expenses were $0.05 million, compared to $0.04 million in the same period of 2025. The increase was primarily due to depreciation of new equipment acquired during the period.
Current report
Six months ended June 30, 2026, compared to six months ended June 30, 2025
Current report
For the six months ended June 30, 2026, we recorded a net loss of $6.14 million (or $0.46 per share), compared to $2.20 million (or $0.18 per share) for the same period of 2025. The increase was primarily due to higher exploration expenses and general and administrative expenses. During the six months ended June 30, 2026, we recognized a deemed dividend of $599,153 arising from extensions of the expiration date of our outstanding common stock purchase warrants ($nil for the same period of 2025). After giving effect to this deemed dividend, net loss attributable to holders of our Common Stock was $6.73 million (or $0.50 per share), compared to $2.20 million (or $0.18 per share) for the same period of 2025.
Current report
For the six months ended June 30, 2026, we had exploration expenses of $3.57 million, compared to $0.44 million for the same period of 2025. The increase was primarily attributable to our 2026 Exploration Program at the Whistler Project and the earlier commencement of field activities in April 2026, compared to the 2025 field program, which commenced in July 2025, after the end of the comparative reporting period. During the six months ended June 30, 2026, exploration expenses primarily consisted of:
Current report
For the six months ended June 30, 2026, depreciation expenses were $0.08 million, compared to $0.07 million in the same period of 2025. The increase was primarily due to depreciation of new equipment acquired during the period.
Current report
For the six months ended June 30, 2026, net cash provided by financing activities was $6.25 million, attributable to proceeds of $1.70 million from warrant exercises, proceeds of $4.00 million from the June 2026 Registered Direct Offering and proceeds of $0.55 million from the ATM Program, compared to net cash provided by financing activities of $1.09 million for the same period in 2025, which was entirely attributable to proceeds from the ATM Program.
Current report
During the three and six months ended June 30, 2026, stock-based compensation costs related to the vesting of performance based Restricted Shares granted in September 2022 included: (i) $136,786 and $272,069, respectively ($1,182 and $2,418 during the three and six months ended June 30, 2025) for such performance based Restricted Shares granted to the co-chairman and a director of GoldMining; and (ii) $8,549 and $17,004, respectively ($74 and $151 during the three and six months ended June 30, 2025) to an immediate family member of a co-chairman and director of GoldMining.
Current report
In May 2026, GoldMining exercised 122,490 warrants at a price of $13.00 per warrant for a total consideration of $1,592,370.
Removed paragraphs (5)
Previous report
During the three months ended March 31, 2026, and 2025, no shares of Common Stock were sold under the ATM Program.
Previous report
In each of the three months ended March 31, 2026, and 2025, depreciation expenses were $0.04 million.
Previous report
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 report
During the three months ended March 31, 2026, and 2025, stock-based compensation costs included $135,283 and $1,236, respectively, in amounts incurred for a co-chairman and director of GoldMining for performance based Restricted Shares granted in September 2022.
Previous report
During the three months ended March 31, 2026, and 2025, stock-based compensation expenses included $8,455 and $77, respectively, in amounts incurred for an immediate family member of a co-chairman and director of GoldMining for performance based Restricted Shares granted in September 2022.
Reworded paragraphs (21)
Previous wording
For the three months ended March 31, 2026
Current wording
For the three and six months ended June 30, 2026
Previous wording
Unless the context otherwise requires, references to “U.S. GoldMining”, “the Company”, “we”, “us” and “our” refer to U.S. GoldMining Inc., a Nevada corporation, and references to “$” or “dollars” are to United States dollars.
Current wording
Unless the context otherwise requires, references to “we”, “us” and “our” refer to U.S. GoldMining Inc., a Nevada corporation, and references to “$” or “dollars” are to United States dollars.
Previous 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.
Current wording
You should read this management’s discussion and analysis of our financial condition and results of operations for the three and six months ended June 30, 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 three and six months ended June 30, 2026 (the “Quarterly Report”), as well as our annual 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
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 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.
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 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.
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 10,000,751 shares of our common stock, par value $0.001 per share (“Common Stock”), representing 71.3% of the outstanding shares of our Common Stock.
Previous wording
Our shares of 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 are listed on the Nasdaq Capital Market under the symbol “USGO”.
Previous wording
On March 2, 2026, we announced the results of an initial economic assessment (the “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. Further information concerning the PEA is set out in the technical report summary prepared for the Company 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, a copy of which is available under the Company’s profile atwww.sec.gov.
Current wording
On March 2, 2026, we announced the results of an initial economic assessment (the “PEA”) on the Whistler Project. The PEA is preliminary in nature and there is no certainty that the project envisaged in the PEA will be realized. Further information concerning the PEA is set out in the technical report summary prepared for us 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, a copy of which is available under our profile at www.sec.gov.
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”). 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 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 to $7.6 million and $6.1 million, respectively.
Previous 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.
Current wording
For the three months ended June 30, 2026, we had a net loss of $4.21 million (or $0.31 per share), compared to $0.91 million (or $0.07 per share) for the same period of 2025. The increase was primarily due to higher exploration expenses and general and administrative expenses. During the three months ended June 30, 2026, we recognized a deemed dividend of $599,153 arising from extensions of the expiration date of our outstanding common stock purchase warrants ($nil for the same period of 2025). After giving effect to this deemed dividend, net loss attributable to holders of our Common Stock was $4.81 million (or $0.36 per share), compared to $0.91 million (or $0.07 per share) for the same period of 2025.
Previous 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:
Current wording
For the three months ended June 30, 2026, we had exploration expenses of $3.04 million, compared to $0.22 million for the same period of 2025. The increase was primarily attributable to our 2026 Exploration Program at the Whistler Project and the earlier commencement of field activities in April 2026, compared to the 2025 field program, which commenced in July 2025 after the end of the comparative reporting period. During the three months ended June 30, 2026, exploration expenses primarily consisted of:
Previous 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:
Current wording
For the three months ended June 30, 2026, general and administrative expenses were $1.14 million, compared to $0.67 million for the same period of 2025. During the three months ended June 30, 2026, general and administrative expenditures primarily consisted of:
Previous 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.
Current wording
For the three months ended June 30, 2026, our loss from operations was $4.23 million, compared to $0.93 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 March 31, 2026, we had cash and cash equivalents of $4.71 million, compared to $7.38 million as of December 31, 2025. The decrease in cash was primarily due to general and administrative expenses and exploration expenditures, partially offset by the proceeds received from common shares issued upon exercise of warrants. As of March 31, 2026, we had total working capital of $5.46 million, compared to $7.03 million as of December 31, 2025.
Current wording
As of June 30, 2026, we had cash and cash equivalents of $7.42 million, compared to $7.38 million as of December 31, 2025. The increase was primarily attributable to proceeds received from the registered direct offering, the exercise of warrants, and the ATM Program, partially offset by general and administrative expenses and exploration expenditures incurred during the six months ended June 30, 2026. As of June 30, 2026, we had total working capital of $7.81 million, compared to $7.03 million as of December 31, 2025.
Previous 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.
Current wording
As of June 30, 2026, we had current liabilities of $0.34 million, compared to $0.56 million as of December 31, 2025. Current liabilities as of June 30, 2026, consisted of: (i) accounts payable of $0.20 million, compared to $0.22 million as of December 31, 2025; (ii) accrued liabilities of $0.11 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 $nil, compared to $0.18 million as of December 31, 2025.
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”), 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.
Current wording
We are a resource exploration stage company that does not generate any revenue and have relied principally on equity-based financing to fund our operations. 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, our ATM Program and the registered direct offering. For the six months ended June 30, 2026, we incurred a net loss of $6.14 million, and our ability to continue in operation for the foreseeable future and to realize our assets and discharge our liabilities in the normal course of business, including to meet our obligations and finance exploration activities, is dependent on our ability to obtain additional financing. There is no assurance that sufficient future funding will be available on a timely basis or on terms acceptable to us. Among other things, 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. As such, these events and conditions raise substantial doubt about our ability to continue as a going concern. Management has a plan, through the use of the ATM Program, to alleviate the substantial doubt about our ability to continue as a going concern. Our unaudited interim condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern, and any such adjustments may be material.
Previous wording
Net cash used in operating activities during the three months ended March 31, 2026, was $2.54 million, compared to $0.92 million during the same period of 2025. The increase in cash used was primarily due to increase in operating expenses and an increase in prepaid expenses to $1.25 million, primarily relating to advances made to a third party technical consulting company for the management of the 2026 exploration program for the Whistler Project.
Current wording
Net cash used in operating activities during the six months ended June 30, 2026, was $5.81 million, compared to $1.79 million during the same period of 2025. The increase in cash used was primarily due to an increase in operating expenses and an increase in prepaid expenses to $0.59 million, primarily relating to advances made to a third party technical consulting company for the management of the 2026 Exploration Program for the Whistler Project.
Previous wording
Net cash used in operating activities was primarily offset by non-cash items including stock-based compensation of $0.45 million, compared to $0.17 million in the same period of 2025; depreciation expenses of $0.04 million, compared to $0.04 million in the same period of 2025. The increase of stock-based compensation in 2026 was primarily related to vesting of stock options and RSUs granted in December 2025; and performance based restricted shares following a reassessment in 2025 of the probability of achieving the applicable performance conditions.
Current wording
Net cash used in operating activities was primarily offset by non-cash items including stock-based compensation of $0.86 million, compared to $0.30 million in the same period of 2025; depreciation expenses of $0.08 million, compared to $0.07 million in the same period of 2025. The increase of stock-based compensation in 2026 was primarily related to vesting of stock options and RSUs granted in December 2025; and performance based restricted shares following a reassessment in 2025 of the probability of achieving the applicable performance conditions.
Previous wording
Changes in non-cash working capital used cash of $1.11 million for the three months ended March 31, 2026, compared to providing cash of $0.15 million for the three months ended March 31, 2025. The increased use of cash in non-cash working capital was primarily due to $1.11 million in cash advances to a third party technical consulting company for management of the 2026 exploration program for the Whistler Project.
Current wording
Changes in non-cash working capital used cash of $0.64 million for the six months ended June 30, 2026, compared to providing cash of $0.01 million for the six months ended June 30, 2025. The increased use of cash in non-cash working capital was primarily due to $0.44 million in cash advances to a third party technical consulting company for management of the 2026 exploration program for the Whistler Project.
Previous 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.
Current wording
Net cash used in investing activities during the six months ended June 30, 2026, was $0.40 million, relating to the purchase of equipment, compared to $nil during the same period of 2025.
Previous 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.
Current wording
During the three and six months ended June 30, 2026, we incurred $1,125 and $2,152, respectively, and during the three and six months ended June 30, 2025, $2,450 and $3,707, 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
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.
Current wording
As of the date of this Quarterly Report, we have 14,035,736 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, and 9,100 outstanding RSUs. The exercise of stock options is at the discretion of their respective holders and, accordingly, there is no assurance that any of the stock options will be exercised in the future.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, general and administrative expenditures were $2.55 million, compared to $1.72 million for the same period of 2025. During the six months ended June 30, 2026, general and administrative expenditures primarily consisted of:
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, our loss from operations was $6.22 million, compared to $2.25 million for the same period of 2025. The increase was primarily related to the increase of exploration expenses and general and administrative expenses.