U.S. GoldMining Inc.

Resignation and Appointment of Directors; Nasdaq Listing Compliance

On August 11, 2026, Aleksandra Bukacheva notified the Company of her resignation as a member of the Board, including as a member of the Nominating and Corporate Governance Committee and the Compensation Committee, and as the Chairperson of the Audit Committee, effective as of August 14, 2026. Her resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On August 27, 2026, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, as a result of Ms. Bukacheva’s resignation, the Company no longer complied with the independent director and audit committee requirements set forth in Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2), as reported on the Current Report on Form 8-K filed with the SEC on September 1, 2026.

As reported on the Current Report on Form 8-K filed with the SEC on November 3, 2026, the Board appointed John DeLucchi as a member of the Board and as Chair of the Audit Committee. On November 5, 2026, the Company received a letter from Nasdaq confirming that, based on Mr. DeLucchi’s appointment, the Company has regained compliance with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2), and that the matter is closed.

Insider Trading Arrangements

During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.