Form 8-K

8-K — U.S. GoldMining Inc.

Accession: 0001493152-26-032066

Filed: 2026-07-06

Period: 2026-07-06

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): July 6, 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.

July 6, 2026, U.S. GoldMining Inc. (the “Company”) issued a press release titled “U.S. GoldMining Commences 2026

Drilling Program to Test High-Priority Exploration Targets 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 July 6, 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:

July 6, 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 Commences 2026 Drilling Program to Test High-Priority

Exploration

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

Anchorage,

Alaska – July 6, 2026 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”)

is pleased to announce that it has commenced drilling as part of the previously announced 2026 exploration program (the “Program”)

at its 100% owned Whistler Gold-Copper Project in Alaska (“Whistler” or the “Project”).

Highlights:

●

One Drill Turning at Whistler Orbit, Second Drill En Route:

The Program has safely and successfully ramped up, with the first drill activated ahead of schedule (See Figure 1). The Company is actively

drilling the high-priority Whistler Orbit targets (see Figure 2). As porphyry systems typically occur in clusters, testing these near-deposit

anomalies offers higher probability opportunities to discover potential new porphyry centers.

●

Systematically Testing a District-Scale Porphyry Cluster:

The Whistler Orbit represents a classic ‘porphyry cluster’ spanning a 7.5 km by 4.5 km area. The technical team has systematically

delineated over 25 individual exploration targets by stacking multiple lines of evidence, including geological mapping, geophysical surveying

and geochemical vectors, to prioritize the highest-ranked targets to drill test in 2026.

●

Transitioning to Active Discovery: The start of drilling

propels the Company into a catalyst-rich phase, designed to build upon the recent Whistler initial economic assessment (“PEA”)1.

The PEA, which conservatively incorporates only the indicated resources from the Whistler deposit, one of three deposits with stated

mineral resource estimates on the property, conceptually modeled an after-tax net present value at a 5% discount rate (“NPV5%”)

of $2.0 billion, a 33% internal rate of return (“IRR”) and initial payback of 2.1 years, at base case prices.

●

Assay Timeline: On-site core logging and cutting facilities

are fully operational. The Company anticipates releasing the first batches of assay results by the end of the third quarter, subject

to laboratory turnaround times.

Tim

Smith, Chief Executive Officer of U.S. GoldMining commented: “Achieving active drilling at the Whistler Orbit targets is an

exciting milestone for our team and our stakeholders. With the recent release of the PEA, our focus now shifts to seeking to unlocking

the large upside exploration potential of the district.

Geologically,

gold-copper porphyries frequently occur in groups or ‘clusters’. By targeting the Whistler Orbit right out of the gate, we

are aggressively hunting for the next major porphyry center potentially situated right next door to our primary Whistler deposit. The

2026 Program is fully funded to drill a minimum of 6,000 meters of core to test the highest ranked 8 to 10 targets within the Whistler

Orbit. We have safely executed our mobilization ahead of schedule, our camp is fully active and we look forward to providing the market

with updates and assay results as we advance the program.”

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 Rig 1 at Whistler located over the Raintree North target area.

Whistler

PEA

For

further information, 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).

For

further information regarding the Project, refer to previous technical disclosures available on the Company’s website and under

the Company’s respective profiles at www.sec.gov and www.sedarplus.ca.

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, the anticipated benefits of governmental initiatives and

proposed regional infrastructure, 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.

Figure

2 Left: Orthogonal view 3D magnetic inversion modelling of the Whistler Orbit, calibrated on the Whistler Deposit, highlights

numerous additional potential diorite porphyry intrusions (outlined with blue dashed linework). High priority prospect areas are delineated

by a combination of geological mapping, geophysical surveying, and geochemical vectors, to prioritize the highest-ranked targets to drill

test in 2026. Right: The district-scale Whistler Gold-Copper Project, containing three gold ± copper ± silver mineral

systems: Whistler–Raintree, also referred to as ‘Whistler Orbit’, contains the currently delineated Whistler

and Raintree deposits; Island Mountain contains the namesake gold deposit and several additional undrilled targets; and Muddy

Creek holds potential for discovery of an intrusive related gold system.

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