U.S. GoldMining Inc.

Previous wording

For the three months ended March 31, 2025

Current wording

For the three and six months ended June 30, 2025

Previous 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.

Current wording

This management’s discussion and analysis of our financial condition and results of operations for the three and six months ended June 30, 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 three and six months ended June 30, 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

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.

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 77.9% 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 15, 2025, we announced our plan to commence an initial economic assessment for the Whistler Project. The study is intended to constitute an initial assessment (“PEA”) under subpart 1300 of Regulation S-K as issued by the U.S. Securities and Exchange Commission and a preliminary economic assessment under Canadian National Instrument 43-101.

Current wording

On June 9, 2025, we selected Ausenco Engineering Canada ULC as the principal consulting firm to lead our proposed initial economic assessment for the Whistler Project. The study is intended to constitute an initial assessment (“PEA”) under subpart 1300 of Regulation S-K as issued by the U.S. Securities and Exchange Commission and a preliminary economic assessment under Canadian National Instrument 43-101.

Previous 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.

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, we 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 June 30, 2025, we sold 111,422 shares of Common Stock under the ATM Program for gross proceeds of $1,122,253, with aggregate commissions paid to the agents and other share issuance and settlement costs of $33,154, which was an average sales price of approximately $10.07 per share of common stock.

Previous 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.

Current wording

Subsequent to June 30, 2025, we sold 105,517 shares of Common Stock under the ATM Program for gross proceeds of $878,161, with aggregate commissions paid or payable to the agents and other share issuance and settlement costs of $23,771.

Previous 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:

Current wording

For the three months ended June 30, 2025, we had exploration expenses of $220,129, compared to $923,403 for the same period of 2024. During the three months ended June 30, 2025, exploration expenses primarily consisted of:

Previous 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:

Current wording

For the three months ended June 30, 2025, general and administrative expenditures were $666,367, compared to $653,110 for the same period of 2024. During the three months ended June 30, 2025, general and administrative expenditures primarily consisted of:

Previous 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.

Current wording

For the three months ended June 30, 2025, depreciation expenses were $35,436, compared to $29,752 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 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.

Current wording

For the six months ended June 30, 2025, we recorded a net loss of $2,196,616 (or $0.18 per share), compared to $2,449,652 (or $0.20 per share) for the same period of 2024. The decrease in net loss was primarily due to the decrease of exploration expenses, partially offset by the increase of general and administrative expenses.

Previous 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.

Current wording

For the six months ended June 30, 2025, our loss from operations was $2,246,188, compared to $2,717,515 for the same period of 2024. The decrease was primarily for the decrease of exploration expenses, and partially offset by the increase of general and administrative expenses.

Previous wording

As of March 31, 2025, we had cash and cash equivalents of $2,959,417, compared to $3,880,747 as of December 31, 2024, and restricted cash of $86,254, compared to $86,261 as of December 31, 2024. The decrease in cash was primarily due to general and administrative expenses and exploration expenditures. We had other receivables of $21,959, compared to $7,419 as of December 31, 2024. The increase in other receivables was mainly for interest receivables from term deposits. We had prepaid expenses of $103,920 as of March 31, 2025, compared to $108,943 as of December 31, 2024. The decrease in prepaid expenses was primarily due to the decrease of prepaid insurance expenses, partially offset by the increase of prepaid dues and subscriptions expenses.

Current wording

As of June 30, 2025, we had cash and cash equivalents of $3,175,691, compared to $3,880,747 as of December 31, 2024, and restricted cash of $88,243, compared to $86,261 as of December 31, 2024. The decrease in cash was primarily due to general and administrative expenses and exploration expenditures, partially offset by the net proceeds received from the ATM Program. We had other receivables of $23,819, compared to $7,419 as of December 31, 2024. The increase in other receivables was mainly for interest receivables from term deposits. We had prepaid expenses of $131,986 as of June 30, 2025, compared to $108,943 as of December 31, 2024. The increase in prepaid expenses was primarily due to the increase of prepaid corporate development expenses and prepaid dues and subscriptions expenses, and partially offset by the decrease of prepaid insurance expenses.

Previous 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.

Current wording

As of June 30, 2025, we had current liabilities of $486,147, compared to $420,241 as of December 31, 2024. Current liabilities as of June 30, 2025, consisted of: (i) accounts payable of $199,345, compared to $185,251 as of December 31, 2024; (ii) accrued liabilities of $77,359, compared to $28,983 as of December 31, 2024; (iii) current portion of lease liabilities of $28,580, 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

Net cash used in operating activities during the three months ended March 31, 2025, was $921,337, compared to $467,229 during the same period of 2024. The increase in cash used was due primarily to an increase in operating expenses during this quarter. During the three months ended March 31, 2025, net cash used primarily consisted of:

Current wording

Net cash used in operating activities during the six months ended June 30, 2025, was $1,792,173, compared to $2,819,802 during the same period of 2024. The decrease in cash used was due primarily to a decrease in operating expenses during this quarter. During the six months ended June 30, 2025, net cash used primarily consisted of:

Previous wording

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

Current wording

Significant operating expenditures during the six months ended June 30, 2025, and 2024, included general and administrative expenses and exploration expenditures.

Previous 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.

Current wording

Net cash used in investing activities during the six months ended June 30, 2025, was $nil, compared to $171,836 during the same period of 2024, which related to the purchase of equipment.

Previous 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.

Current wording

For the six months ended June 30, 2025, net cash provided by financing activities was $1,089,099, attributable to the net proceeds received from the ATM Program, compared to $6,985 during the same period of 2024, which related to the allocated personnel costs from GoldMining.

Previous 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.

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 and six months ended June 30, 2025, the allocated costs from GoldMining to us were $nil ($7,400 and $18,366 for the three and six months ended June 30, 2024, respectively). Out of the allocated costs, $nil for the three and six months ended June 30, 2025, were noncash stock-based compensation costs ($4,115 and $11,381 for the three and six months ended June 30, 2024, respectively). 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 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.

Current wording

During the three and six months ended June 30, 2025, we incurred $2,450 and $3,707, respectively, ($38,693 and $139,513 during the three and six months ended June 30, 2024, 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 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.

Current wording

During the three and six months ended June 30, 2025, stock-based compensation costs included $1,182 and $2,418, respectively ($2,109 and $5,100 during the three and six months ended June 30, 2024), 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 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.

Current wording

Related party transactions are based on the amounts agreed to by the parties. During the quarters ended June 30, 2025, and 2024, we 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 12,508,883 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.

Current wording

As of the date hereof, we have 12,682,676 shares of Common Stock outstanding, including 254,000 performance based Restricted Shares. In addition, we have outstanding stock options issued under our long-term incentive plan to purchase 293,550 shares of Common Stock at an exercise price of $10 per share, 7,124 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 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.

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, we estimate 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

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.

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 our consolidated financial statements and related disclosures.