Form 8-K

8-K — U.S. GoldMining Inc.

Accession: 0001493152-26-044436

Filed: 2026-09-28

Period: 2026-09-28

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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0001947244

2026-09-28

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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 28, 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 28, 2026, U.S. GoldMining Inc. (the “Company”) issued a press release titled “U.S. GoldMining Expands Pipeline

of High-Priority Targets With 2026 Surface Exploration Program at its 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 28, 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 28, 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 Expands Pipeline of High-Priority Targets With 2026 Surface Exploration Program at its Whistler Gold-Copper Project, Alaska

Anchorage,

Alaska – September 28, 2026 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”)

announces the completion of a surface exploration program (the “Program”) at its 100% owned Whistler Gold-Copper Project

in Alaska (“Whistler” or the “Project”). Alongside the recently completed 7,493 meters of diamond core drilling

across 10 targets within the Whistler Orbit (see news release dated September 22, 2026), the Company executed an extensive surface exploration

campaign across the broader property. The Program, including identification and sampling of new outcrop zones of gold-copper porphyry-style

mineralization, supports a systematic evaluation of district-scale mineral systems to build and expand a pipeline of high-priority drill

targets aimed at discovering new gold-copper resources.

Highlights:

●

Expands

the District-Scale Target Pipeline: Prospecting, geological mapping, and rock chip sampling were completed with the aim of adding

prospects to the existing robust pipeline of exploration targets across the Whistler Project. Field observations indicate potential

extensions to the known gold-copper porphyry mineral systems at Whistler-Raintree (the ‘Whistler Orbit’) and Island Mountain,

while further defining target areas within the emerging Muddy Creek intrusion-related gold system.

○

Whistler

Orbit Footprint Expanded: Geologists identified and sampled new outcrop zones of gold-copper porphyry-style mineralization featuring

porphyritic intrusions, phyllic and potassic alteration, and diagnostic quartz-sulfide veining, associated with historical elevated

gold and copper rock grab samples.

○

Island

Mountain Anomalies Extended: Reconnaissance mapping over zones of historical elevated gold and copper rock grab samples indicates

targets to support potential resource expansion to the northwest of the existing drill-delineated mineral resource, in addition to

identification of untested geochemical and geophysical anomalies outside of the known resource.

○

Muddy

Creek Drill Vectors Defined: Mapping and prospecting programs built upon the 2025 field campaign, sharpening vectors toward future

drill targets. Work focused on areas with higher tenor gold (+/- antimony) in historical rock grab samples, and high-density quartz

veining along contact zones between the host granodiorite intrusion and sedimentary country rocks – a classic setting for intrusion-related

gold mineralization.

●

Growth

Potential: Surface exploration is designed to delineate high-priority targets for future drill testing with the goal of ultimately

expanding the Whistler Project’s existing mineral resource inventory, which currently comprises 5.41 Moz AuEq of indicated

resources and 4.97 Moz AuEq of inferred resources across the Whistler, Raintree West, and Island Mountain deposits. See “Technical

Information” below for further information.

●

Surface

Assays Pending: The Company submitted 58 rock grab samples for gold, copper, and multi-element assaying to characterize grade

distribution, mineralogical associations and geological context. Assay results are subject to laboratory turnaround times.

Tim

Smith, Chief Executive Officer of U.S. GoldMining, commented: “Our 2026 surface exploration program has demonstrated the prospectivity

and expanding scale of the mineral systems across the Whistler Project. Our geological teams made exciting progress, including identifying

and sampling new outcrop zones of gold-copper porphyry-style mineralization, that builds confidence in our extensive pipeline of exploration

targets, expanding our known footprints at the Whistler Orbit, Island Mountain, and Muddy Creek. We look forward to providing updates

on the Program as rock grab and drill core assay results are received over the coming months. This data will support additional future

exploration and drilling campaigns as we follow up on high-priority targets with the goal of identifying new gold and copper discoveries.”

Figure

1 Surface exploration locations and target areas within the Whistler Project completed during the 2026 summer field season. Graduated

red squares indicate gold grade of historical rock grab samples; purple squares show 2026 rock grab samples (assays pending), and yellow

crosses indicate field stations for mapping observations, geochronological samples and hyperspectral sampling locations.

Figure

2 Surface exploration mapping and sampling photographs from the 2026 summer field season. A: Senior geologist Dr. Mike Sepp

(PhD) at Island Mountain. B: Sulfide stringers in vein quartz at Snow-Canyon Ridge. C: Quartz vein with pyrite and minor

chalcopyrite in central suture-line (characteristic porphyry-style ‘B-vein’) at Long Lake Hills. D: Geologist Jared

Liimu prospecting and mapping at Long Lake Hills.

2026

Surface Exploration Program

addition to the 7,493-meter diamond core program targeting gold-copper porphyry mineralization under glacial till cover at the Whistler

Orbit, the objective of the 2026 summer field season was to advance the Company’s knowledge of the geological controls on areas

of known outcropping Au + Cu ± Ag ± Sb mineralization identified from past exploration campaigns, including follow-up of

historical rock grab sampling. Over the course of the 2026 field season, reconnaissance geological mapping, prospecting and rock grab

sampling were completed at two areas north of the Whistler Orbit (also referred to as the Whistler-Raintree mineral system) and at the

Island Mountain and Muddy Creek mineral systems.

total, 58 rock grab samples were collected to characterize gold-copper abundance and mineralogical/geological associations. In addition,

12 geochronological samples were collected to help categorize the relative age of host intrusions and to define fertile magmatic suites

for potential Au-Cu mineralization. Also, 68 samples were collected at the Long Lake Hills prospect area for hyperspectral analysis which

helps to characterize subtle mineral alteration species associated with porphyry mineralization.

Whistler

Orbit Extensions

Several

prospects in the Snow-Canyon Ridge area, located over a broad area 2 to 5 miles north of the Whistler gold-copper deposit, were

visited to locate numerous high grade Au rock grabs identified in historical sampling (up to 26.9 g/t Au and 0.07% Cu). Reconnaissance

mapping and follow-up prospecting were completed at three of four anomalous zones; the northernmost zone will be mapped and sampled next

season. At the location where the historical 26.9 g/t Au rock grab was collected, mineralization was observed to be associated with porphyry

lithologies and alteration, comprising sulfide stringers and disseminations hosted in quartz veins (see Figure 2B).

Moderately

elevated historical Cu and Au rock grab samples (up to 0.09% Cu and 0.44 g/t Au) were visited at the Long Lake Hills target area,

located 2.7 miles northeast of the Whistler gold-copper deposit. Reconnaissance mapping identified diorite porphyry with strong phyllic

alteration, including outcropping ‘D- and B-veins’ which are diagnostic of porphyry Au-Cu mineralization (see Figure 2C).

Two diamond core holes (WH26-13 and -16) were subsequently drilled to test this zone at depth (see news release dated September 22, 2026;

assays pending).

The

Long Lake Hills and Snow–Canyon Ridge prospects are being examined for their potential to extend the ‘Whistler Orbit’,

a classic porphyry cluster, up to 2 to 5 miles towards the northeast and north, respectively. Pending receipt of assays, additional systematic

mapping, prospecting, and sampling, and potentially geophysical survey extensions and drilling, will be assessed.

Muddy

Creek

Located

approximately 10 miles southwest of the Whistler gold-copper deposit, the 2026 field work at Muddy Creek aimed to verify and expand upon

historical and 2025 field campaigns (see news releases dated June 16, 2025, August 27, 2025, and October 13, 2025). The 2025 field campaigns

identified new zones of increased quartz vein density hosted in altered volcano-sedimentary rocks peripheral to a large granodiorite

intrusion (the ‘contact zone’). Mapping and prospecting completed during 2026 field work identified new high-density quartz

vein zones along the contact zone, located 1.7 miles to the west from where high-density quartz veining was first identified in 2025,

which greatly expands the extent of the mineral system mapped to date. The geological context, sheeted quartz veining, and elemental

association of Au with As, Bi, and Sb are key diagnostic features of intrusion-related gold systems (e.g. Kinross Gold Corporation’s

Fort Knox gold mine and Snowline Gold Corp.’s Valley gold deposit).

Numerous

high-grade Au rock grabs have been collected historically over the prospect area, up to a peak assay of 111.5 g/t Au. The average gold

value from 285 rocks collected historically over the Muddy Creek prospect is 3.03 g/t Au. Many of the rock samples collected are selective,

comprising rock grab samples from narrow mineralized structures that occur throughout the prospect area, and while they are not representative

of the potential bulk grade of the mineral system, their widespread distribution and high tenor, we believe, broadly confirms a large

area of potential bedrock mineralization.

Pending

additional positive assays from the 2026 rock grab sampling program, work will continue to focus on areas of high-density quartz veining

along contact zones between the host granodiorite intrusion and surrounding country rocks – a classic setting for intrusion-related

gold mineralization.

Island

Mountain

The

Island Mountain mineral system is located 15 miles south of the Whistler gold-copper deposit. It comprises a gold-copper porphyry system

associated with Late Cretaceous diorite and monzonite intrusions similar to the Whistler deposit but differs from the Whistler mineral

system in that Island Mountain is more akin to the reduced sub-class of porphyry copper-gold deposits. The currently drill-delineated

gold and copper resource estimate is hosted within the ‘Breccia Zone’, comprising intense sodic-calcic alteration and pyrrhotite

mineralization within a diorite to monzonitic intrusive complex.

Reconnaissance

mapping over zones of historical elevated gold and copper rock grab samples (up to 17.25 g/t Au) indicates potential to expand the footprint

of the Breccia Zone mineralization to the northwest of the existing drill-delineated mineral resource. Mapping also evaluated gold-copper

geochemical anomalies (peaking at 4.86 g/t Au, see Figure 1) located approximately 1 to 2 miles north of the Breccia Zone, and identified

several untested geophysical anomalies, potentially expanding the search radius for new discoveries, which we believe will be a focus

of future field campaigns in 2027.

Technical

Information

For

further information regarding the Whistler Project, including the mineral resource estimate 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.

Mineral

resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the

mineral resources estimated for the Whistler Project will be converted into mineral reserves. Inferred mineral resources are subject

to greater uncertainty than indicated mineral resources and it cannot be assumed that all or any part of an inferred mineral resource

will be upgraded to a higher category.

Gold-equivalent

(“AuEq”) figures reported in this news release are based on the gold and copper grades, metal prices, and metallurgical recovery

assumptions set out in the S-K 1300 Report and the NI 43-101 Report. Readers are referred to those reports for the individual metal grades,

assumed metal prices, recovery assumptions, and the formula used to derive the reported AuEq figures.

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 Whistler Project, future work programs, the potential

to expand exploration targets and mineralization 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 mineral resource estimation generally,

economic risks, changing economic factors, 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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Cover

Sep. 28, 2026

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Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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