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    U.S. GoldMining Inc. filed SEC Form 8-K: Regulation FD Disclosure

    4/15/25 6:03:27 AM ET
    $USGO
    Precious Metals
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    Form 8-K
    false 0001947244 0001947244 2025-04-15 2025-04-15 0001947244 USGO:CommonStockParValue0.001PerShareMember 2025-04-15 2025-04-15 0001947244 USGO:WarrantsEachWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf13.00Member 2025-04-15 2025-04-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): April 15, 2025

     

    U.S. GoldMining Inc.

    (Exact name of registrant as specified in its charter)

     

    Nevada

    (State or other jurisdiction of incorporation)

     

    001-41690   37-1792147

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    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:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    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   Trading Symbol(s)   Name of each exchange on which registered
    Common Stock, par value $0.001 per share   USGO   The Nasdaq Stock Market LLC
    Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00   USGOW   The Nasdaq Stock Market LLC

     

     

     

     

     

     

    Item 7.01 Regulation FD Disclosure.

     

    On April 15, 2025, U.S. GoldMining Inc. (the “Company”) issued a news release announcing its plan to commence an initial economic assessment for the Whistler Gold-Copper Project. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     

    In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit No.   Description
    99.1   News Release, dated April 15, 2025
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

     

     

     

    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: April 15, 2025 U.S. GOLDMINING Inc.
         
      By: /s/ Tim Smith
      Name: Tim Smith
      Title: Chief Executive Officer

     

     

     

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