U.S. GoldMining Inc.

Except as set forth below, there have been no material changes to the risk factors previously disclosed in “Item 1A. Risk Factors” of our Annual Report, which should be read together with the risk factors below. Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in our Annual Report and below, any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and stock price.

The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding other statements in this Quarterly Report. The following information should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report.

We will need substantial additional financing in the near term, and there is substantial doubt about our ability to continue as a going concern.

We are a resource exploration stage company that does not generate any revenue, and we have relied principally on equity-based financing to fund our operations. Our ability to continue in operation for the foreseeable future, to meet our obligations, including the payments required to keep the Whistler Project in good standing, and to finance our planned exploration activities is dependent on our ability to obtain additional financing. For the nine months ended September 30, 2026, we incurred a net loss of $14.33 million. As of September 30, 2026, we had cash and cash equivalents of $1.06 million and working capital of $0.59 million, compared to cash and cash equivalents of $7.38 million and working capital of $7.03 million as of December 31, 2025. These events and conditions raise substantial doubt about our ability to continue as a going concern. Although we intend to pursue additional external financing, including, but not limited to, sales of our Common Stock under the ATM Program, other equity or debt financings, or a combination thereof, there is no assurance that sufficient funding will be available on a timely basis, on acceptable terms or at all. Capital markets may not be receptive to offerings of our equity or debt securities, and the limited trading liquidity of our Common Stock may restrict our access to some institutional investors. Any equity financing would dilute our existing stockholders. If we are unable to obtain sufficient financing, we may be required to delay, reduce the scope of or suspend our exploration activities, may be unable to make the payments required to keep the Whistler Project in good standing, or may be forced to cease operations, in which case our stockholders could lose all or part of their investment. Our unaudited interim condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that may be necessary should we be unable to continue as a going concern, and any such adjustments may be material. The inclusion of a going concern explanatory paragraph in our financial statements could also adversely affect our stock price and our ability to raise capital.

The issuance of shares of Common Stock upon exercise of warrants during a period in which our registration statement on Form S-1 (Registration No. 333-269693) (the “Prior Registration Statement”) was not current may not have been in compliance with Section 5 of the Securities Act of 1933, as amended, which could give rise to rescission rights or other claims by holders of such shares.

Between March 1, 2024, the date on which the prospectus contained in our Prior Registration Statement was not current under Section 10(a)(3) of the Securities Act of 1933, as amended, and May 15, 2026, the date on which we implemented corrective measures with our transfer agent, 8,633 shares of our common stock (the “Affected Warrant Shares”) were issued upon exercise of our warrants without a restrictive legend for aggregate cash proceeds of $112,229. The Affected Warrant Shares were issued inadvertently, as the Company had not identified at the time of such exercises that the prospectus contained in the Prior Registration Statement was no longer current under Section 10(a)(3) of the Securities Act of 1933, as amended. Because the prospectus was not current at the time of the exercises described above, these issuances may not have been made in compliance with Section 5 of the Securities Act of 1933, as amended. As a result, holders of the Affected Warrant Shares may have rescission rights under Section 12(a)(1) of the Securities Act of 1933, as amended, which would entitle such holders to tender the Affected Warrant Shares back to us in exchange for a refund of the exercise price paid, which would be an aggregate amount of approximately $112,229, plus statutory interest. The Warrants underlying the Affected Warrant Shares expired on May 22, 2026, and, accordingly, the one-year statute of limitations under Section 13 of the Securities Act of 1933, as amended, applicable to claims brought under Section 12(a)(1) thereof with respect to the Affected Warrant Shares will not expire, at the latest, until May 22, 2027. In addition to any such rescission right under the federal securities laws, holders of the Affected Warrant Shares may also have rescission or similar rights under applicable state securities laws, and the statute of limitations applicable to claims under such state securities laws may be longer than the one-year statute of limitations generally applicable to claims under Section 12(a)(1) of the Securities Act of 1933, as amended, such that we could remain subject to rescission or similar claims relating to the Affected Warrant Shares for a longer period of time than under federal law. Additionally, we could become subject to regulatory action by the SEC or other regulatory authorities in connection with any such non-compliance.

We do not intend to conduct a rescission offer with respect to the Affected Warrant Shares for the following reasons:

No assurance can be given that investors will not bring an action against us seeking the rescission of their paid exercise prices, whether under federal or state law.

Any potential Section 5 violation does not render the underlying shares void or legally defective. The 8,633 Affected Warrant Shares were duly authorized, validly issued, fully paid, and non-assessable upon exercise of the warrants and are legally issued and outstanding shares of common stock, subject to the applicable transfer restrictions referenced above with respect to the shares held by our director.