U.S. GoldMining Inc.

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act

Check the appropriate box:

U.S. GoldMining Inc.

(Name of Registrant as Specified in its Charter)

Not applicable

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Vancouver, BC, Canada, V6E 4A2

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (604) 388-9788

Not Applicable

(Former name or former address, if changed since last report)

Payment of Filing Fee (Check the appropriate box):

U.S. GOLDMINING INC.

Vancouver, British Columbia, Canada, V6E 4A2

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on June 11, 2025

To Our Stockholders:

You are cordially invited to attend the 2025 annual general meeting of stockholders (the “Annual Meeting”) of U.S. GoldMining Inc. (the “Company”), which will be held on Wednesday, June 11, 2025, at 10:00 a.m., Pacific Time, at our office at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 4A2. At the Annual Meeting, our stockholders will consider and vote on the following matters:

The foregoing items are more fully described in the proxy statement, which is attached and made a part of this Notice of the Annual Meeting. As outlined in the accompanying proxy statement, our board of directors recommends that you vote “FOR” each director nominee in Proposal 1 and “FOR” Proposal 2.

Our board of directors has fixed the close of business on April 15, 2025, as the date for determining stockholders of record entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment thereof.

YOUR VOTE IS VERY IMPORTANT. Whether or not you expect to attend the Annual Meeting, where you may cast your vote in person, we urge you to cast your vote as promptly as possible by one of the methods below. A proxy may be revoked in the manner described in the accompanying proxy statement.

For further information on how to vote, please refer to the instructions on the accompanying proxy card and the accompanying proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 11, 2025:

Our proxy statement and our 2024 annual report are available at

https://www.cstproxy.com/usgoldmining/2025

and under the Company’s profiles on the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca and on the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) at www.sec.gov

Notice and Access and Notice of Internet Availability of Proxy Materials

We are using the “Notice and Access” rules, adopted by the U.S. Securities and Exchange Commission, and the “Notice and Access” rules, adopted by the Canadian Securities Administrators, to mail our stockholders a “Notice of Internet Availability of Proxy Materials” (the “Notice”) instead of a printed copy of this proxy statement, proxy card or voting instruction form and our Annual Report for the fiscal year ended December 31, 2024 (including the audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2024, together with the auditor’s report therein) (the “Meeting Materials”). Each stockholder will receive a Notice. The Notice contains instructions on how stockholders can access the Meeting Materials over the Internet and vote their shares of common stock, par value $0.001 per share in the capital of the Company. The Notice also contains instructions on how stockholders can receive a printed copy of the Meeting Materials.

We have posted electronic copies of the Meeting Materials on our website at https://www.usgoldmining.us/ and also under the Company’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Table of Contents

Vancouver, British Columbia, Canada, V6E 4A2

PROXY STATEMENT