U.S. GoldMining Inc.

Previous 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.

Current wording

You should read this management’s discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 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 nine months ended September 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

We are a United States domiciled exploration stage company and our sole project is currently the Whistler Project. The Whistler Project is a gold-copper exploration project located in the Yentna Mining District, approximately 105 miles (170 kilometres) northwest of Anchorage, in Alaska.

Current wording

We are a United States domiciled exploration stage company and our sole project is currently the Whistler Project. The Whistler Project is a gold-copper exploration project located in the Yentna Mining District, approximately 105 miles (170 kilometers) northwest of Anchorage, in Alaska.

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 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.

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 68.9% of the outstanding shares of our Common Stock.

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 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.

Current wording

On March 2, 2026, we announced the results of an initial assessment with economic analysis (the “Initial Assessment”) on the Whistler Project, prepared in accordance with subpart 1300 of Regulation S-K (“S-K 1300”). The Initial Assessment is preliminary in nature, includes inferred mineral resources that are considered too speculative geologically to have the modifying factors applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the economic assessment set forth in the Initial Assessment will be realized. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Further information concerning the Initial Assessment 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 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 wording

On July 6, 2026, we announced the commencement of drilling under our 2026 Exploration Program. Subsequently on September 22, 2026, we announced the completion of the 2026 Exploration Program, comprised of 7,493 meters of drilling across 17 core drill holes and ten target areas within the Whistler Orbit. The drilling targeted potential new gold-copper mineralized porphyry intrusions and extensions of known mineral systems. Initial assay results are expected in the coming weeks and through the end of 2026, subject to laboratory turnaround times.

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 to $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 (collectively, the “sales 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 of the Sales Agreement. Subsequently, on September 30, 2025, and December 12, 2025, we filed prospectus supplements to increase the maximum aggregate offering price of Common Stock issuable under the ATM Program to $7.6 million and $6.1 million, respectively.

Previous wording

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 wording

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 shares of 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.

Previous 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.

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 sales agents in connection with any such sales.

Previous wording

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 wording

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 million. The shares were issued to the investor on July 6, 2026.

Previous wording

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 wording

On November 6, 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 408,163 shares of our Common Stock, at a purchase price of $4.90 per share (the “November 2026 Registered Direct Offering”). The aggregate gross proceeds from the registered direct offering were approximately $2 million. The shares of Common Stock were issued to the investor on November 9, 2026 and received by the investor on November 10, 2026. The registered direct offering officially closed on November 10, 2026.

Previous 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.

Current wording

For the three months ended September 30, 2026, we had a net loss of $8.19 million (or $0.58 per share), compared to $2.81 million (or $0.22 per share) for the same period of 2025. The increase was primarily due to higher exploration expenses.

Previous 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:

Current wording

For the three months ended September 30, 2026, we had exploration expenses of $7.39 million, compared to $2.10 million for the same period of 2025. The increase was primarily attributable to our 2026 Exploration Program at the Whistler Project. During the three months ended September 30, 2026, exploration expenses primarily consisted of:

Previous 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:

Current wording

For the three months ended September 30, 2026, general and administrative expenses were $0.76 million, compared to $0.70 million for the same period of 2025. During the three months ended September 30, 2026, general and administrative expenditures primarily consisted of:

Previous wording

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 wording

For the three months ended September 30, 2026, depreciation expenses were $0.06 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 year.

Previous wording

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.

Current wording

For the three months ended September 30, 2026, our loss from operations was $8.21 million, compared to $2.84 million for the same period of 2025. The increase was primarily attributable to increased exploration expenses incurred in connection with the 2026 Exploration Program.

Previous wording

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 wording

For the nine months ended September 30, 2026, we recorded a net loss of $14.33 million, compared to $5.01 million for the same period of 2025. The increase was primarily due to higher exploration expenses and general and administrative expenses. During the nine months ended September 30, 2026, we recognized a deemed dividend of $599,153 arising from extensions to the expiration dates of our outstanding common stock purchase warrants ($nil for the same period of 2025). After giving effect to this deemed dividend, net loss attributable to holders of our Common Stock was $14.93 million (or $1.10 per share, basic and diluted), compared to $5.01 million (or $0.40 per share) for the same period of 2025.

Previous wording

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 wording

For the nine months ended September 30, 2026, we had exploration expenses of $10.97 million, compared to $2.54 million for the same period of 2025. The increase was primarily attributable to our 2026 Exploration Program at the Whistler Project. During the nine months ended September 30, 2026, exploration expenses primarily consisted of:

Previous wording

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 wording

For the nine months ended September 30, 2026, general and administrative expenditures were $3.31 million, compared to $2.42 million for the same period of 2025. During the nine months ended September 30, 2026, general and administrative expenditures primarily consisted of:

Previous wording

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 wording

For the nine months ended September 30, 2026, depreciation expenses were $0.14 million, compared to $0.11 million in the same period of 2025. The increase was primarily due to depreciation of new equipment acquired during the period.

Previous 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.

Current wording

For the nine months ended September 30, 2026, our loss from operations was $14.43 million, compared to $5.08 million for the same period of 2025. The increase was primarily attributable to increased exploration expenses incurred in connection with the 2026 Exploration Program and higher general and administrative expenses.

Previous 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.

Current wording

As of September 30, 2026, we had cash and cash equivalents of $1.06 million, compared to $7.38 million as of December 31, 2025. The decrease was primarily attributable to general and administrative expenses and exploration expenditures partially offset by proceeds received from the June 2026 Registered Direct Offering, the exercise of warrants, and the ATM Program. As of September 30, 2026, we had total working capital of $0.59 million, compared to $7.03 million as of December 31, 2025.

Previous 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.

Current wording

As of September 30, 2026, we had current liabilities of $0.83 million, compared to $0.56 million as of December 31, 2025. Current liabilities as of September 30, 2026, consisted of: (i) accounts payable of $0.48 million, compared to $0.22 million as of December 31, 2025; (ii) accrued liabilities of $0.32 million, compared to $0.12 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 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.

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 registered direct offerings. For the nine months ended September 30, 2026, we incurred a net loss of $14.33 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. If we are unable to obtain sufficient financing, we may be required to delay, reduce the scope of or suspend planned exploration activities. As such, these events and conditions raise substantial doubt about our ability to continue as a going concern. Management has a plan, to pursue additional external financing, including, but not limited to, funding through its ATM Program, to alleviate the substantial doubt regarding the Company’s ability to continue as a going concern; however, there can be no assurance that such plan will be successful. 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 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.

Current wording

Net cash used in operating activities during the nine months ended September 30, 2026, was $12.76 million, compared to $4.70 million during the same period of 2025. The increase in cash used was primarily due to an increase in operating expenses primarily related to 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 $0.86 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.

Current wording

Net cash used in operating activities was primarily offset by non-cash items including stock-based compensation of $1.15 million, compared to $0.35 million in the same period of 2025; depreciation expenses of $0.14 million, compared to $0.11 million in the same period of 2025. The increase in stock-based compensation in 2026 was primarily related to performance based Restricted Shares, following a reassessment in 2025 of the probability of achieving the applicable performance conditions, and, to a lesser extent, the vesting of stock options and RSUs granted in December 2025.

Previous 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.

Current wording

Net cash used in investing activities during the nine months ended September 30, 2026, was $0.48 million, relating to the purchase of equipment, compared to $nil during the same period of 2025.

Previous wording

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 wording

For the nine months ended September 30, 2026, net cash provided by financing activities was $6.93 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 $1.23 million from the ATM Program, compared to net cash provided by financing activities of $4.06 million for the same period in 2025, which was entirely attributable to proceeds from the ATM Program.

Previous 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.

Current wording

During the three and nine months ended September 30, 2026, we incurred $1,114 and $3,267, respectively, and during the three and nine months ended September 30, 2025, $1,019 and $4,726, respectively, in general and administrative expenses paid to Blender Media Inc. (“Blender”), a company whose principal is an immediate family member of a co-chairman and director of GoldMining, for information technology, corporate branding, sponsorships and advertising, media, website design, maintenance and hosting services. Blender is a design and marketing agency that provides services to numerous publicly traded companies.

Previous wording

During the three and six months ended June 30, 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 wording

During the three and nine months ended September 30, 2026, stock-based compensation costs related to the vesting of performance based Restricted Shares granted in September 2022 included: (i) $138,289 and $410,358, respectively (stock-based compensation recovery of $8,687 and $6,269 during the three and nine months ended September 30, 2025) for such performance based Restricted Shares granted to a co-chairman and director of GoldMining; and (ii) $8,643 and $25,647, respectively (stock-based compensation recovery of $543 and $392 during the three and nine months ended September 30, 2025) to an immediate family member of a co-chairman and director of GoldMining.

Previous wording

Our Audit Committee is charged with reviewing and approving all related party transactions and reviewing and making recommendations to our board of directors or approving any contracts or other transactions with any of our current or former executive officers. The Charter of the Audit Committee sets forth our written policy for the review of related party transactions.

Current wording

Our Audit Committee is charged with reviewing and approving all related party transactions and reviewing and making recommendations to our board of directors (the “Board”) or approving any contracts or other transactions with any of our current or former executive officers. The Charter of the Audit Committee sets forth our written policy for the review of related party transactions.

Previous 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.

Current wording

As of the date of this Quarterly Report, we have 14,522,811 shares of our Common Stock outstanding, including 158,750 performance based Restricted Shares. In addition, we have outstanding stock options issued under our long-term incentive plan to purchase 410,500 shares of our Common Stock at a weighted average exercise price of $9.74 per share, and 3,675 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.

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 accounting principles generally accepted in the United States of America (“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 reporting period. 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 April 2012 the JOBS Act was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

Current wording

In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

Previous wording

We continue the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements under the JOBS Act. Subject to certain conditions, as an emerging growth company, we may rely on certain of these exemptions, including without limitation, providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of the completion of our IPO; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

Current wording

We continue the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements under the JOBS Act. Subject to certain conditions, as an emerging growth company, we may rely on certain of these exemptions, including without limitation, providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002. We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of the completion of our IPO; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the U.S. Securities and Exchange Commission (the “SEC”).