Form 8-K

8-K — U.S. GoldMining Inc.

Accession: 0001493152-26-043635

Filed: 2026-09-22

Period: 2026-09-22

CIK: 0001947244

SIC: 1040 (GOLD & SILVER ORES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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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): September 22, 2026

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) 388-9788

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 ☒

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

Item

7.01 Regulation FD Disclosure.

September 22, 2026, U.S. GoldMining Inc. (the “Company”) issued a press release titled “U.S. GoldMining Completes 2026

Drill Program Targeting High-Priority Porphyry Centers at its 100% Owned Whistler Gold-Copper Project, Alaska.” A copy of the news

release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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 September 22, 2026 (furnished pursuant to Item 7.01 of Form 8-K)

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:

September 22, 2026

U.S.

GOLDMINING Inc.

By:

/s/

Tim Smith

Name:

Tim

Smith

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

U.S.

GoldMining Completes 2026 Drill Program Targeting High-Priority

Porphyry

Centers at its 100% Owned Whistler Gold-Copper Project, Alaska

Anchorage,

Alaska – September 22, 2026 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”)

is pleased to announce that it has completed its 2026 exploration program (the “Program”) at its 100% owned Whistler

Gold-Copper Project in Alaska (“Whistler” or the “Project”).

Highlights:

●

7,493

meters completed in the Whistler Orbit: The Program is the largest drilling program since inception of the Company and was safely

concluded after completing 17 core drill holes across ten target areas (see Figure 1). The drilling tested high-priority Whistler

Orbit drill targets seeking to delineate new gold-copper mineralized porphyry intrusions and extend known mineral systems.

●

Systematically

Testing District-Scale Mineral Systems: The 100% owned 53,700-acre Whistler land package extends well beyond the existing estimated

mineral resources. In the north, the Whistler Orbit represents a classic ‘porphyry cluster’ spanning a 7.5 km by 4.5

km area, which contains the existing Whistler and Raintree deposits. In the south, the Island Mountain mineral system hosts an inferred

mineral resource alongside additional high-priority exploration targets. The Company believes that the emerging Muddy Creek mineral

system has the potential to host intrusion-related gold mineralization.

●

Building

an Exploration Pipeline: The Whistler Gold-Copper Project hosts 5.41 Moz AuEq of estimated indicated mineral resources

and 4.97 Moz AuEq of estimated inferred mineral resources across the Whistler, Raintree West and Island Mountain deposits. The March

2026 Whistler initial assessment, which included a preliminary economic assessment (“PEA”)1, modeled

an estimated after-tax NPV5% of US$2.04 billion and internal rate of return (“IRR”) of 33.0%, with an estimated payback

on initial capital of 2.1 years. Crucially, the study conservatively incorporates only the indicated mineral resources from just

the Whistler deposit, one of three deposits within the overall Project mineral resources. The PEA provides a base case economic framework

for the Project and a robust investment thesis for continued technical evaluation, de-risking and advancement.

●

Sample

Processing: On-site core logging and sampling is well advanced. The Company anticipates initial assay results, including from

regional mapping and prospecting, in the coming weeks and through to the end of 2026, subject to laboratory turnaround times.

Tim

Smith, Chief Executive Officer of U.S. GoldMining, commented: “Our 2026 drilling program concluded safely, on schedule and

on budget. We drilled a record 7,493 meters across 17 drill holes testing 10 individual target areas for potential new zones of

gold-copper mineralization. By targeting the Whistler Orbit, we are aggressively hunting for the next major porphyry center potentially

situated right next door to our primary Whistler deposit, which underpins our robust base case PEA. Expanding across our district-scale

property, we made exciting progress on exploration target areas at Island Mountain, Muddy Creek and Long Lake Hills. We look forward

to providing the market with updates on assay results over the coming months.”

All references to dollar amounts are to United States dollars unless otherwise stated. Base-case prices used in the 2026 Whistler PEA

are $3,200 per ounce gold, $4.50 per pound copper, and $37.50 per ounce silver, based on long term market consensus prices as of February

2026. Please refer to the technical report titled “Whistler Gold-Copper Project, S-K 1300 Technical Report Summary and Initial

Assessment with Economic Analysis, Alaska, United States of America”, dated effective March 2, 2026, which is available under the

Company’s profile at www.sec.gov

Figure

1 Drilling locations and targets areas within the ‘Whistler Orbit’, completed during the 2026 summer

field season.

Whistler

PEA

For

further information regarding the PEA and mineral resource estimated disclosed herein, please see the technical report summary titled

“Whistler Gold-Copper Project, S-K 1300 Technical Report Summary and Initial Assessment with Economic Analysis, Alaska, United

States of America” (the “S-K 1300 Report”) prepared under subpart 1300 of Regulation S-K under the U.S. Securities

act of 1933 (“S-K 1300”) and the Canadian National Instrument 43-101 (“NI 43-101”) technical report titled “Whistler

Gold-Copper Project, NI 43-101 Technical Report and Preliminary Economic Assessment”, each dated effective March 2, 2026. The S-K-1300

Report is available under the Company’s profile at www.sec.gov and the NI 43-101 Report is available under its profile at

www.sedarplus.ca.

Technical

Information

The

results of the PEA contained herein are preliminary in nature and are intended to provide an initial assessment of the Project’s

economic potential and development options of the Project. Among other things, the PEA, including its mine schedule, cost estimates and

economic assessment, includes numerous assumptions and there can be no certainty that this economic assessment may be realized.

Tim

Smith, P.Geo., Chief Executive Officer of the Company, has supervised the preparation of this news release and has reviewed the additional

scientific and technical information contained herein. Mr. Smith is a qualified person as defined under NI 43-101 and S-K 1300.

About

U.S. GoldMining Inc.

U.S.

GoldMining Inc. is an exploration and development company focused on advancing the 100% owned Whistler Gold-Copper Project, located 105

miles (170 kilometers) northwest of Anchorage, Alaska, U.S.A. The Whistler Project consists of several gold-copper porphyry deposits

and exploration targets within a large regional land package entirely on State of Alaska mining claims totaling approximately 53,700

acres (217.5 square kilometers).

Visit

www.usgoldmining.us for more information.

For

additional information, please contact:

U.S.

GoldMining Inc.

Alastair

Still, Chair

Tim

Smith, Chief Executive Officer

Telephone

Toll Free: 1-833-388-9788

Email:

info@usgoldmining.us

Forward-Looking

Statements

Except

for the statements of historical fact contained herein, the information presented in this news release constitutes “forward-looking

statements” within the meaning of the United States federal securities laws and “forward-looking information” within

the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Such statements include

statements with regard to the Company’s plans and expectations regarding the Project, the Program, the results of the PEA, expectations

regarding the Project and its future exploration and development potential, and expectations regarding future exploration plans. Words

such as “expects”, “anticipates”, “plans”, estimates” and “intends” or similar

expressions are intended to identify forward-looking statements. Forward-looking statements are based on U.S. GoldMining’s current

expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict and involve known and unknown

risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially

different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and

other factors include, among others, fluctuating commodity prices, risks inherent with preliminary economic assessments and mineral resource

estimation generally, economic risks, changing economic factors, including those impacting estimated costs and expenditures and economic

returns under the PEA, variations in the underlying assumptions associated with the estimation or realization of mineral resources, the

availability of capital to fund programs and future development work, accidents, labor disputes and other risks of the mining industry

including, without limitation, those associated with the environment, delays in obtaining governmental approvals or permits, title disputes

other risks inherent in the exploration and development of mineral properties and the other risk factors set forth in the Company’s

filings with the U.S. Securities and Exchange Commission at www.sec.gov and Canadian Securities Administrators at www.sedarplus.ca. Although

the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from

those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated,

estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release.

Forward-looking statements contained in this news release are made as of this date, and U.S. GoldMining does not undertake any duty to

update such information except as required under applicable law.

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