U.S. GoldMining Inc.

Deloitte LLP has served as our independent registered public accountants since January 26, 2023, and audited the Company’s financial statements for the fiscal years ended December 31, 2024, and November 30, 2023, and the Transition Period for the month ended December 31, 2023.

Aggregate fees for professional services rendered to us by our auditors for our last two fiscal years and Transition Period are set forth below:

Audit Fees. Audit fees consist of aggregate fees for professional services in connection with the audit of our annual financial statements and Transition Period, and quarterly reviews of our interim financial statements included in our quarterly reports on Form 10-Q.

Audit-Related Fees. Audit-related fees for the fiscal year ended December 31, 2024, consist of services in connection with our S-3 filing. Audit-Related fees incurred for services rendered by Deloitte LLP for the fiscal years ended December 31, 2024, and November 30, 2023, were C$95,000 and C$80,000, respectively.

Tax Fees. Tax fees consist of aggregate fees for professional services for tax compliance, tax advice and tax planning, primarily, fees related to tax preparation services.

Pre-Approval of Services by the Independent Auditor

The Audit Committee is responsible for the pre-approval of audit and permitted non-audit services to be performed by our independent auditor. The Audit Committee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by our independent auditor. Thereafter, the Audit Committee will, as necessary, consider and, if appropriate, approve the provision of additional audit and non-audit services by our independent auditor which are not encompassed by the Audit Committee’s annual pre-approval and are not prohibited by law. The Audit Committee has delegated to the Chairperson of the Audit Committee the authority to pre-approve, on a case-by-case basis, non-audit services to be performed by our independent auditor. The Audit Committee has approved all audit and permitted non-audit services performed by its independent auditor, Deloitte LLP, for the fiscal year ended December 31, 2024.