Form 8-K

8-K — U.S. GoldMining Inc.

Accession: 0001493152-26-027825

Filed: 2026-06-09

Period: 2026-06-09

CIK: 0001947244

SIC: 1040 (GOLD & SILVER ORES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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8-K — form8-k.htm (Primary)

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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): June 9, 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.

June 9, 2026, U.S. GoldMining Inc. (the “Company”) issued a press release titled “U.S. GoldMining Provides Updates

on the 2026 Exploration Program and District Infrastructure Catalysts at its 100% Owned Whistler 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 June 9, 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:

June 9, 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 Provides Updates on the 2026 Exploration Program and

District

Infrastructure Catalysts at its 100% Owned Whistler Project, Alaska

Anchorage,

Alaska – June 9, 2026 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”)

is pleased to provide an update on the 2026 planned exploration program (the “Program”) at its Whistler Gold-Copper Project

in Alaska (“Whistler” or the “Project”).

Highlights:

● Camp

Opening and Drill Setup Underway: The Company has successfully mobilized all critical

equipment and consumables to the Project ahead of schedule. Crews are actively constructing

drill pads at high priority targets, with the drilling crew expected to mobilize to site

to commence drilling in the coming weeks.

● Executing

the Growth Strategy: The Program will feature diamond core drilling focused on high-priority

targets within the Whistler – Raintree area (see Figure 1). The objective is to develop

a pipeline of discoveries that can underpin significant step-out growth opportunities for

the Project.

● Building

on a Strong, Conservative Economic Foundation: The upcoming exploration strategy is designed

to build upon the recent Whistler initial assessment (“PEA”)1 (see

news release March 2, 2026). The PEA, which incorporates only the Indicated Resources from

the Whistler deposit, outlines 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.

● New

District-Scale Infrastructure Catalysts: The Company congratulates its neighbor

Terra Energy Center (“TEC”), on receiving $89M in federal funding from the U.S.

Department of Energy (“DOE”) to assess the viability for commissioning a new

1.25-gigawatt power plant with carbon capture and storage, located just 30 miles east of

Whistler. Along with Whistler, the TEC project represents another major resource development

project that underpins the business case for the State-proposed West Susitna Access Road.

TEC also offers a potential long-term, energy alternative for optimizing future Whistler

mining development studies.

Tim

Smith, Chief Executive Officer of U.S. GoldMining commented: “We are pleased to report that our 2026 exploration program is

ahead of schedule and on budget. Drill site preparation is actively underway, and we look forward to turning the drills in the coming

weeks. Despite the recent volatility in global markets since the release of our Whistler PEA in early March, we remain highly confident

in our ability to build upon the Project’s already strong economic and resource fundamentals through active exploration and systematic

de-risking.

Furthermore,

we are seeing powerful macro and regional catalysts align for Whistler. Copper fundamentals remain exceptionally strong due to tightening

supply and structural deficits, with COMEX futures breaking record highs of $6.64/lb earlier this month – well above the $4.50/lb

base case prices used in our PEA. Regionally, the recent DOE grant awarded to the proposed neighboring Terra Energy Center is a significant

milestone for the district. In the short term, it greatly strengthens the business case for the West Susitna Access Road, and in the

longer term, it introduces a potential reliable energy source for Whistler.”

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.

Figure

1 The Whistler Project, containing three gold ± copper ± silver mineral systems: Whistler–Raintree 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.

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 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.

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