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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 2024
U.S. GoldMining Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
001-41690
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37-1792147
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1188 West Georgia Street, Suite 1830
Vancouver, BC, Canada, V6E 4A2
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (604) 338-9788
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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USGO
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The Nasdaq Stock Market LLC
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Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00
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USGOW
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The Nasdaq Stock Market LLC
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Item 8.01 Other Events.
As previously disclosed on October 7, 2024, U.S. GoldMining Inc. (the “Company”) announced an updated Mineral Resource Estimate for the Company’s 100% owned Whistler Gold-Copper Project in Alaska, U.S.A. and released a technical report summary titled “S-K 1300 Technical Report Summary Initial Assessment for the Whistler Project, South Central Alaska” with an effective date of September 12, 2024.
On November 20, 2024, the Company released a technical report titled “NI 43-101 2024 Updated Mineral Resource Estimate for the Whistler Project” (the “Technical Report”) with an effective date of September 12, 2024. A copy of the Technical Report and the corresponding consent of the qualified person are attached hereto as Exhibits 99.1 and 23.1, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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23.1
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 21, 2024
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U.S. GOLDMINING INC.
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By:
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/s/ Tim Smith
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Name:
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Tim Smith
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Title:
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Chief Executive Officer
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