U.S. GoldMining Inc.

Previous wording

For the three months ended September 30, 2024, we recorded a net loss of $4,345,749 (or $0.35 per share), compared to $3,160,702 (or $0.25 per share) for the same period of 2023. The increase in net loss was primarily due to the increase of costs associated with our ongoing exploration program for the 2024 field season at the Whistler Project.

Current wording

For the three months ended March 31, 2025

Previous wording

This management’s discussion and analysis of our financial condition and results of operations (the “MD&A”) is intended to assist you in better understanding and evaluating the financial condition and results of operations of the Company. You should read this MD&A in conjunction with our unaudited interim condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q (“Quarterly Report”), as well as our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023, as amended on Form 10-K/A (the “Annual Report”), including the related notes contained therein.

Current wording

This management’s discussion and analysis of our financial condition and results of operations for the quarterly period ended March 31, 2025 (the “MD&A”), is intended to assist you in better understanding and evaluating the financial condition and results of operations of the Company. You should read this 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 quarterly period ended March 31, 2025 (the “Quarterly Report”), as well as our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), including the related notes contained therein.

Previous wording

This Quarterly Report includes forward-looking statements and forward-looking information within the meaning of Canadian securities laws and the Private Securities Litigation Reform Act of 1995, collectively referred to as “forward-looking statements”. Forward-looking statements include statements that relate to our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs and other information that is not historical information. Forward-looking statements can often be identified by the use of terminology such as “subject to”, “believe”, “anticipate”, “plan”, “target”, “expect”, “intend”, “estimate”, “project”, “outlook”, “may”, “will”, “should”, “would”, “could”, “can”, the negatives thereof, variations thereon and similar expressions, or by discussions of strategy. In addition, any statements that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. In particular, forward-looking statements include, but are not limited to, statements about:

Current wording

This MD&A includes forward-looking statements and forward-looking information within the meaning of Canadian securities laws and the Private Securities Litigation Reform Act of 1995, collectively referred to as “forward-looking statements”. Forward-looking statements include statements that relate to our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs and other information that is not historical information. Forward-looking statements can often be identified by the use of terminology such as “subject to”, “believe”, “anticipate”, “plan”, “target”, “expect”, “intend”, “estimate”, “project”, “outlook”, “may”, “will”, “should”, “would”, “could”, “can”, the negatives thereof, variations thereon and similar expressions, or by discussions of strategy. In addition, any statements that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. In particular, forward-looking statements include, but are not limited to, statements about:

Previous wording

These factors should not be construed as exhaustive and should be read with other cautionary statements in this document. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements, which speaks only as of the date made. The forward-looking statements contained in this document represent our expectations as of the date of this Quarterly Report (or as the date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

Current wording

These factors should not be construed as exhaustive and should be read with other cautionary statements in this document. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements, which speaks only as of the date made. The forward-looking statements contained in this document represent our expectations as of the date of this MD&A (or as the date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

Previous wording

We were incorporated on June 30, 2015, in Alaska as “BRI Alaska Corp.”. On September 8, 2022, we redomiciled to Nevada and changed our name to “U.S. GoldMining Inc.”. 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 9,878,261 shares of our common stock, par value $0.001 per share (the “Common Stock”), representing 79.4% of the outstanding shares of our Common Stock and warrants (the “Warrants”) to purchase up to 122,490 additional shares of our Common Stock, exercisable at a price of $13.00 per share until April 24, 2026.

Current wording

We were incorporated on June 30, 2015, in Alaska as “BRI Alaska Corp.”. On September 8, 2022, we redomiciled to Nevada and changed our name to “U.S. GoldMining Inc.”. 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 9,878,261 shares of our common stock, par value $0.001 per share (the “Common Stock”), representing 79.0% of the outstanding shares of our Common Stock, and warrants (the “Warrants”) to purchase up to 122,490 additional shares of our Common Stock, exercisable at a price of $13.00 per share until April 24, 2026.

Previous wording

On April 24, 2023, we completed our initial public offering (the “IPO”) of shares of Common Stock and Warrants. Our shares of Common Stock and Warrants are listed on the Nasdaq Capital Market under the symbols “USGO” and “USGOW”, respectively.

Current wording

Our Common Stock and Warrants are listed on the Nasdaq Capital Market under the symbol “USGO” and “USGOW”, respectively.

Previous wording

On May 15, 2024, we filed a shelf registration statement on Form S-3 with the SEC, covering the offering, issuance and sale of up to $40 million of a variety of securities including our common stock, preferred stock, warrants and/ or units. Additionally, we entered into an At The Market Offering Agreement with a syndicate of agents for the ATM facility (the “ATM Program”). Pursuant to the ATM Program, the Company may sell up to $5.5 million shares of common stock from time to time through the sales agents. A fixed cash commission rate of 2.5% of the gross sales price per share of common stock sold under the ATM Program will be payable to the agents in connection with any such sales. During the nine months ended September 30, 2024, no shares of common stock were sold under the ATM Program.

Current wording

On May 15, 2024, we entered into an At The Market Offering Agreement with a syndicate of agents for the ATM facility (the “ATM Program”). Pursuant to the ATM Program, the Company may sell up to $5.5 million shares of common stock from time to time through the sales agents. A fixed cash commission rate of 2.5% of the gross sales price per share of common stock sold under the ATM Program will be payable to the agents in connection with any such sales. During the three months ended March 31, 2025, no shares of common stock were sold under the ATM Program.

Previous wording

Subsequent to September 30, 2024, we sold an aggregate of 45,699 shares of common stock under the ATM Program for gross proceeds of $476,609, with aggregate commissions paid or payable to the agents and other share issuance and settlement costs of $13,816.

Current wording

Subsequent to March 31, 2025, we sold 46,709 shares of Common Stock under the ATM Program for gross proceeds of $489,303, with aggregate commissions paid or payable to the agents and other share issuance and settlement costs of $13,886.

Previous wording

For the nine months ended September 30, 2024, we recorded a net loss of $6,795,401 (or $0.55 per share), compared to $7,104,281 (or $0.62 per share) for the same period of 2023. The decrease in net loss was primarily due to decreased legal and accounting expenditures after the completion of our IPO, partially offset by the increase in costs associated with increased exploration activity at the Whistler Project.

Current wording

For the three months ended March 31, 2025, we recorded a net loss of $1,291,596 (or $0.10 per share), compared to $962,449 (or $0.08 per share) for the same period of 2024. The increase in net loss was primarily due to the increase of general and administrative expenses, partially offset by the decrease of exploration expenses.

Previous wording

For the nine months ended September 30, 2024, general and administrative expenditures were $1,793,880, compared to $4,140,601 for the same period of 2023. During the nine months ended September 30, 2024, general and administrative expenditures primarily consisted of:

Current wording

For the three months ended March 31, 2025, we had exploration expenses of $223,227, compared to $414,497 for the same period of 2024. During the three months ended March 31, 2025, exploration expenses primarily consisted of:

Previous wording

For the three months ended September 30, 2024, general and administrative expenditures were $477,869, compared to $822,730 for the same period of 2023. During the three months ended September 30, 2024, general and administrative expenditures primarily consisted of:

Current wording

For the three months ended March 31, 2025, general and administrative expenditures were $1,055,808, compared to $662,901 for the same period of 2024. During the three months ended March 31, 2025, general and administrative expenditures primarily consisted of:

Previous wording

For the three months ended September 30, 2024, depreciation expenses were $35,436, compared to $12,743 in the same period of 2023. The increase was primarily due to depreciation of camp structures, which were renovated and made available for their intended use in July 2023, and for new equipment acquired after completion of the IPO.

Current wording

For the three months ended March 31, 2025, depreciation expenses were $35,434, compared to $24,969 in the same period of 2024. The increase was primarily due to depreciation of new equipment acquired in the prior year.

Previous wording

For the three months ended September 30, 2024, our loss from operations was $4,429,246, compared to $3,346,865 for the same period of 2023. The increase was primarily for costs associated with the exploration program for the 2024 field season at the Whistler Project.

Current wording

For the three months ended March 31, 2025, our loss from operations was $1,319,304, compared to $1,106,755 for the same period of 2024. The increase was primarily for the increase of general and administrative expenses, partially offset by the decrease of exploration expenses.

Previous wording

As of September 30, 2024, we had current liabilities of $665,859, compared to $475,378 as of December 31, 2023. Current liabilities as of September 30, 2024, consisted of: (i) accounts payable of $391,527, compared to $118,610 as of December 31, 2023; (ii) accrued liabilities of $67,707, compared to $149,812 as of December 31, 2023; (iii) current portion of lease liabilities of $25,762, compared to $21,057 as of December 31, 2023; (iv) withholdings taxes payable of $180,863, which remained the same as of December 31, 2023; and (v) income tax payable of $nil compared to $5,036 as of December 31, 2023.

Current wording

As of March 31, 2025, we had current liabilities of $588,209, compared to $420,241 as of December 31, 2024. Current liabilities as of March 31, 2025, consisted of: (i) accounts payable of $243,071, compared to $185,251 as of December 31, 2024; (ii) accrued liabilities of $138,206, compared to $28,983 as of December 31, 2024; (iii) current portion of lease liabilities of $26,069, compared to $25,144 as of December 31, 2024; (iv) other payables of $180,863, which remained the same as of December 31, 2024.

Previous wording

We have not generated any revenue from operations and the only sources of financing to date have been through advances from GoldMining, the IPO and our ATM program. Our ability to meet our obligations and finance exploration activities depends on our ability to generate cash flow through the issuance of shares of Common Stock pursuant to private placements, public offerings, including under the ATM Program, and short-term or long-term loans. 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.

Current wording

We have not generated any revenue from operations and the only sources of financing to date have been through advances from GoldMining, our initial public offering (the “IPO”) and our ATM Program. Our ability to meet our obligations and finance exploration activities depends on our ability to generate cash flow through the issuance of shares of Common Stock pursuant to private placements, public offerings, including under the ATM Program, and short-term or long-term loans. 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.

Previous wording

Significant operating expenditures during the nine months ended September 30, 2024, and 2023, included general and administrative expenses and exploration expenditures.

Current wording

Significant operating expenditures during the three months ended March 31, 2025, and 2024, included general and administrative expenses and exploration expenditures.

Previous wording

Net cash used in investing activities during the nine months ended September 30, 2024, was $171,835, which related to the purchase of equipment, compared to $979,523 during the nine months ended September 30, 2023, which comprised of $866,140 related to the construction of camp structures, and $113,383 related to the purchase of equipment.

Current wording

Net cash used in investing activities during the three months ended March 31, 2025, was $nil, compared to $1,900 during the same period of 2024, which related to the purchase of equipment.

Previous wording

For the nine months ended September 30, 2024, net cash provided by financing activities was $10,202, which related to allocated personnel costs from GoldMining, compared to $21,267,418 during the nine months ended September 30, 2023. The net cash provided by financing activities during the nine months ended September 30, 2023, primarily comprised of the net proceeds of $19,029,807 from the IPO, proceeds from warrant exercises of $3,363,204, allocated personnel costs from GoldMining of $30,593, and advances from GoldMining of $470,805, partially offset by $1,680,925 for repayment of advances from GoldMining.

Current wording

For the three months ended March 31, 2025, net cash provided by financing activities was $nil, compared to $3,700 during the same period of 2024. The net cash provided by financing activities during the three months ended March 31, 2024, related to the allocated personnel costs from GoldMining.

Previous wording

We are required to make annual land payments to the Department of Natural Resources of Alaska in the amount of $230,605 in 2024 and thereafter, to keep the Whistler Project in good standing. Additionally, we have an annual labor requirement of $135,200 for 2024 and thereafter, for which a cash-in-lieu payment equal to the value of the annual labor requirement may be made instead. We have excess labor carry forwards of $167,674 expiring in 2026 and $1,766,156 expiring in 2027, of which up to $135,200 can be applied each year to meet our annual labor requirements. The Whistler Project is in good standing as of the date of this Quarterly Report.

Current wording

We are required to make annual land payments to the Department of Natural Resources of Alaska in the amount of $230,605 in 2025 and thereafter, to keep the Whistler Project in good standing. Additionally, we have an annual labor requirement of $135,200 for 2025 and thereafter, for which a cash-in-lieu payment equal to the value of the annual labor requirement may be made instead.

Previous wording

During the periods presented, we shared personnel, including key management personnel, office space, equipment, and various administrative services with other companies, including GoldMining. Costs incurred by GoldMining were allocated between its related subsidiaries based on an estimate of time incurred and use of services and are charged at cost. During the three and nine months ended September 30, 2024, the allocated costs from GoldMining to us were $5,511 and $23,877, respectively ($6,662 and $70,374 for the three and nine months ended September 30, 2023, respectively). Out of the allocated costs, $2,294 and $13,675 for the three and nine months ended September 30, 2024, respectively, were noncash share-based compensation costs ($2,286 and $39,781 for the three and nine months ended September 30, 2023, respectively). The allocated costs from GoldMining were treated as a capital contribution, as there is no obligation or intent regarding the repayment of such amounts by us.

Current wording

We share personnel, including key management personnel, office space, equipment, and various administrative services with other companies, including GoldMining. Costs incurred by GoldMining are allocated between its related subsidiaries based on an estimate of time incurred and use of services and are charged at cost. During the three months ended March 31, 2025, and 2024, the allocated costs from GoldMining to us were $nil and $10,966, respectively. Out of the allocated costs, $nil and $7,266 for the three months ended March 31, 2025, and 2024, respectively, were noncash stock-based compensation costs. During the year ended December 31, 2024, the allocated costs from GoldMining were treated as a capital contribution, as there is no obligation or intent regarding the repayment of such amounts by us.

Previous wording

During the three and nine months ended September 30, 2024, we incurred $1,299 and $140,812, respectively, and during the three and nine months ended September 30, 2023, $71,838 and $166,434, respectively, in general and administrative costs, paid to Blender Media Inc., 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 provided by Blender to the Company.

Current wording

During the three months ended March 31, 2025, and 2024, we incurred $1,257 and $100,820, 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.

Previous wording

During the three and nine months ended September 30, 2024, share-based compensation costs included $2,132 and $7,232, respectively ($3,344 and $28,502 during the three and nine months ended September 30, 2023), in amounts incurred for a co-chairman and director of GoldMining for performance based restricted shares of our Common Stack granted to such individual in September 2022.

Current wording

During the three months ended March 31, 2025, and 2024, stock-based compensation costs included $1,236 and $2,991, respectively, in amounts incurred for a co-chairman and director of GoldMining for performance based Restricted Shares granted in September 2022.

Previous wording

Related party transactions are based on the amounts agreed to by the parties. During the quarters ended September 30, 2024, and 2023, we did not enter into any contracts or undertake any commitment or obligation with any related parties other than as described herein.

Current wording

Related party transactions are based on the amounts agreed to by the parties. During the quarters ended March 31, 2025, and 2024, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as described herein.

Previous wording

As of the date hereof, we have 12,444,608 shares of Common Stock outstanding. In addition, we have outstanding stock options issued under our long-term incentive plan to purchase 185,550 shares of Common Stock at an exercise price of $10 per share, and outstanding Warrants to purchase 1,741,092 shares of Common Stock at an exercise price of $13 per share. The exercise of stock options and Warrants is at the discretion of their respective holders and, accordingly, there is no assurance that any of the stock options or warrants will be exercised in the future.

Current wording

As of the date hereof, we have 12,508,883 shares of Common Stock outstanding. In addition, we have outstanding stock options issued under our long-term incentive plan to purchase 294,550 shares of Common Stock at an exercise price of $10 per share, 10,687 outstanding RSUs, and outstanding Warrants to purchase 1,740,992 shares of Common Stock at an exercise price of $13 per share. The exercise of stock options and Warrants is at the discretion of their respective holders and, accordingly, there is no assurance that any of the stock options or warrants will be exercised in the future.

Previous wording

The fair value of the restricted shares is measured at grant date and recognized over the period during which the restricted shares vest. When restricted shares are conditional upon the achievement of a performance condition, we estimate the length of the expected vesting period at grant date, based on the most likely outcome of the performance condition. The fair value of the restricted shares is determined based on the fair value of the shares of Common Stock on the grant date, adjusted for lack of marketability discount, minority shareholder discount, and other applicable factors that are generally recognized by market participants.

Current wording

The fair values of restricted shares and RSUs are measured at the grant date and recognized over the period during which the restricted shares and RSUs vest. When restricted shares are conditional upon the achievement of a performance condition, the Company estimates the length of the expected vesting period at the grant date, based on the most likely outcome of the performance condition. The fair value of the restricted shares is determined based on the fair value of the shares of Common Stock on the grant date, adjusted for minority stockholder discount, liquidity discount and other applicable factors that are generally recognized by market participants. The fair values of restricted shares and RSUs are recognized as an expense over the vesting period based on the best available estimate of the number of restricted shares and RSUs expected to vest; that estimate will be revised if subsequent information indicates that the number of restricted shares and RSUs expected to vest differs from previous estimates.

Previous wording

The Black-Scholes option-pricing model uses as inputs the fair value of our shares of Common Stock and assumptions we make for the volatility of our shares of Common Stock, the expected term of our stock options, the risk-free interest rate for a period that approximates the expected term of our stock options and our expected dividend yield. We have historically been a private company and continue to lack sufficient company-specific historical and implied volatility information. Therefore, we estimate our expected share volatility based on the historical volatility of a publicly traded set of peer companies and expect to continue to do so until such time as we have adequate historical data regarding the volatility of our own traded share price.

Current wording

We grant stock options to certain of our directors, officers, employees and consultants. We use the Black-Scholes option-pricing model to determine the grant date fair value of stock options. The fair value of stock options granted to employees is recognized as an expense over the vesting period with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes, provides services that could be provided by a direct employee, or has authority and responsibility for planning, directing and controlling our activities, including nonexecutive directors. The fair value is measured at grant date and recognized over the period during which the options vest. Forfeitures are accounted for as they occur. The Black-Scholes option-pricing model uses as inputs the fair value of our shares of Common Stock and assumptions we make for the volatility of our shares of Common Stock, the expected term of our stock options, the risk-free interest rate for a period that approximates the expected term of our stock options and our expected dividend yield. We have historically been a private company and continue to lack sufficient company-specific historical and implied volatility information. Therefore, we estimate our expected share volatility based on the historical volatility of a publicly traded set of peer companies and expect to continue to do so until such time as we have adequate historical data regarding the volatility of our own traded share price.

Previous wording

In December 2023 the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU expands public entities’ income tax disclosures by requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The ASU will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. Management is currently evaluating the impact of this guidance on our financial statements.

Current wording

In December 2023 the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU expands public entities’ income tax disclosures by requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The ASU will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.