USGO 10-K & 10-Q changes, risk factors and insider trading

You should carefully consider the following risk factors in addition to the other information included in this Annual Report on Form 10-K.Report. Each of these risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our shares of Common Stock or other securities. The risks described below are not the only ones facing us. Additional risks that we are not presently aware of, or that we currently believe are immaterial, may also adversely affect our business, operating results and financial condition. We cannot assure you that we will successfully address these risks and caution that other unknown risks may exist or may arise that may affect our business.

The estimates for Mineral Resources contained herein are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved. There are numerous uncertainties inherent in estimating Mineral Resources, including many factors beyond our control. Such estimation is a subjective process, and the accuracy of any Mineral Resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. In addition, there can be no assurance that gold recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production, if any. If our actual Mineral Resources are less than current estimates or if we fail to develop our Mineral Resource base through the realization of identified mineralized potential, our results of operations or financial condition may be materially and adversely affected. Evaluation of Mineral Resources occurs from time to time and they may change depending on further geological interpretation, drilling results and metal prices. The category of Inferred Mineral Resource is often the least reliable Mineral Resource category and is subject to the most variability. We regularly evaluate our Mineral Resources and consider the merits of increasing the reliability of itsour overall Mineral Resources.

Some or all of these risks may not be covered by our insurance policies. In addition, we may find that the costs, timing and complexities of developing the Whistler Project or any other future projects to be greater than we anticipated. Cost estimates may increase significantly as more detailed engineering work is completed on a project. It is common in mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up. Accordingly, our activities may not result in profitable mining operations at our mineral properties.

The mining industry is intensely competitive in all of its phases, and we compete with many companies possessing greater financial and technical technical resources. Competition in the precious metals mining industry is primarily for: (i) mineral rich properties that can be developed and produced economically; (ii) technical expertise to find, develop, and operate such properties; (iii) labor to operate the properties; and capital for the purpose of funding such properties. Many competitors not only explore for and mine precious metals but conduct refining and marketing operations on a global basis. Such competition may result in us being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund itsour operations and develop mining properties. Existing or future competition in the mining industry could materially adversely affect our prospects for mineral exploration and success in the future.

The acquisition of title to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral concessions may be disputed. Although we believe we have taken reasonable measures to ensure proper title to our interests in our properties, there is no guarantee that title to any such properties will not be challenged or impaired. Third parties may have valid claims underlying portions of our interests, including prior unregistered liens, agreements, transfers or claims and title may be affected by, among other things, undetected defects. In addition, we may be unable to operate on such properties as permitted or to enforce itsour rights with respect to such properties.

In recentthe years,past, members of the United States Congress have repeatedly introduced bills which would supplant or alter the provisions of the the U.S. General Mining Law. If adopted, such legislation, among other things, could eliminate or greatly limit the right to a mineral patent, patent, impose federal royalties on mineral production from unpatented mining claims located on U.S. federal lands, result in the denial of permits to mine after the expenditure of significant funds for exploration and development, reduce estimates of Mineral Reserves and reduce the amount of future exploration and development activity on U.S. federal lands, all of which could have a material and adverse effect on our ability to operate and its cash flow, results of operations and financial condition.

We expect that any decision made by any of such directors and officers involving our business will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to our best interests and our stockholders’ best interests, but there can be no assurance in this regard.

We are authorized to issue up to 300,000,000 shares of our Common Stock, and as such, we may issue additional shares of our Common Stock from time to time for various reasons, including, but not limited to, for the purposes of raising capital (including to fund exploration and development work) or acquiring additional interests. We may also issue additional shares of our Common Stock pursuant to equity incentive plans from time to time. These further issuances of our shares of Common Stock may have a depressive effect on the price of our shares of Common Stock and will dilute the voting power of our existing stockholders and the potential value thereof.

AOur smalllargest number of our stockholdersshareholder could significantly influence our business.

TheThis following discussion and analysis of our financial condition and results of operationsMD&A should be read in conjunction with our audited consolidated financial statements for the fiscal yearyears ended December 31, 2025 and 2024, and related relatednotes. Such financial statements and notes appearingare atincluded thein end of thisour Annual Report on Form 10-K.10-K for the year ended December 31, 2025 (the “Annual Report”) in which this MD&A is included under Item 7 thereof. Some of the information contained in this discussion and analysisMD&A or set forth elsewhere in thisthe Annual Report on Form 10-K,Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this our Annual Report on Form 10-K,Report, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis. A copy of thisour Annual Report on Form 10-K will be is available under our profiles at www.sec.gov and at www.sedarplus.ca.at.

This Annual ReportMD&A includes forward-looking statements and forward-looking information within the meaning of Canadian securities laws and the Private Securities Litigation Reform Act of 1995, collectively referred to as “forward-looking statements”. Forward-looking statements statements include statements that relate to our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs and other information that is not historical information. Forward-looking statements can often be identified by the use of terminology such as “subject to”, “believe”, “anticipate”, “plan”, “target”, “expect”, “intend”, “estimate”, “project”, “outlook”, “may”, “will”, “should”, “would”, “could”, “can”, the negatives thereof, variations thereon and similar expressions, or by discussions of strategy. In addition, any statements that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, assumptions, are forward-looking. In particular, forward-looking statements include, but are not limited to, statements about:

These factors should not be construed as exhaustive and should be read with other cautionary statements in this document. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements, which speaksspeak only as of the date made. The forward-looking statements contained in this document represent our expectations as of the date of this Annual ReportMD&A (or as the the date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

We were incorporated on June 30, 2015, in Alaska as “BRI Alaska Corp.”. On September 8, 2022, we redomiciled to Nevada and changed our name to “U.S. GoldMining Inc.”. We are a subsidiary of GoldMining Inc. (“GoldMining”), a company organized under the laws of Canada and listed on the Toronto Stock Exchange and NYSE American. As of the date hereof, GoldMining owns 9,878,261 shares of our common stock, par value $0.001 per share (the “Common Stock”), representing 79.3%74.2% of the outstanding shares of our Common Stock and warrants (the “Warrants”) to purchase up to 122,490 additional shares of our Common Stock, exercisable at a price of $13.00 per share until April 24, 2026.

ForIn the year ended December 31, 2024,2025, we recorded a net loss of $8,487,081$6.99 million (or $0.68$0.55 per share), compared to $9,412,380$8.49 million (or $0.81$0.68 per share) for thein year ended December 31, 2023.2024. The decrease in net loss was primarily due to thelower decreaseexploration expenses as a result of generalreduced andprogram administrativescope expenses, in 2025, partially offset by theincreased increasegeneral ofand administrative costsexpenses, associatedprimarily withattributable ourto 2024higher Whistlerconsulting, Program.corporate development and investor relations expenses.

ForIn the one month ended December 31, 2023,2025, general and administrative expenditures were $204,484,$3.90 million, compared to $130,860$2.95 formillion thein one2024. month endedIn December 31, 2022. During the one month ended December 31, 2023,2025, general and administrative expenditures primarily consisted of:

ForIn the year ended December 31, 2024,2025, our loss from operations was $8,893,070,$7.12 million compared to $9,776,758$8.89 formillion thein year2024. ended November 30, 2023. The decrease primarily resulted from the decrease in costs generalassociated andwith administrativethe expenses,2025 Exploration Program compared to the 2024 program, partially offset by coststhe associatedincrease within thegeneral and administrative 2024 Whistler Program.expenses.

For the three and six months ended MarchJune 31,30, 2026

Unless the context otherwise requires, references to “U.S. GoldMining”, “the Company”, “we”, “us” and “our” refer to U.S. GoldMining Inc., a Nevada corporation, and references to “$” or “dollars” are to United States dollars.

You should read this management’s discussion and analysis of our financial condition and results of operations for the three and six months ended MarchJune 31,30, 2026 (the “MD&A”) in conjunction with our unaudited interim condensed consolidated financial statements included in Item 1 of our Quarterly Report on Form 10-Q for the quarterlythree periodand six months ended MarchJune 31,30, 2026 (the “Quarterly Report”), as well as our auditedannual consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), including, in each case, the related notes contained therein.

These factors should not be construed as exhaustive and should be read with other cautionary statements in this document. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements, which speaksspeak only as of the date made. The forward-looking statements contained in this document represent our expectations as of the date of this MD&A (or as the date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

We are a subsidiary of GoldMining Inc. (“GoldMining”), a company organized under the laws of Canada and listed on the Toronto Stock Exchange and NYSE American. As of the date hereof, GoldMining owns 9,878,26110,000,751 shares of our common stock, par value $0.001 per share (“Common Stock”), representing 74.0%71.3% of the outstanding shares of our Common Stock, and warrants (“Warrants”) to purchase up to 122,490 additional shares of our Common Stock, exercisable at a price of $13.00 per share until May 22, 2026.Stock.

Our shares of Common Stock and Warrants are listed on the Nasdaq Capital Market under the symbol “USGO” and “USGOW”, respectively..

On March 2, 2026, we announced the results of an initial economic assessment (the “PEA”) on the Whistler Project. The PEA is preliminary in nature and there is no certainty that the project envisaged in the preliminary economic assessmentPEA will be realized. Further information concerning the PEA is set out in the technical report summary prepared for the Companyus titled “Whistler Gold-Copper Project, S-K 1300 Technical Report Summary and Initial Assessment with Economic Analysis, Alaska, United States of America” with a date of issue of March 19, 2026, and an effective date of March 2, 2026, a copy of which is available under the Company’sour profile atwww.sec.gov. at www.sec.gov.

On May 15, 2024, we entered into an At-the-Market Offering Agreement (the “Sales Agreement”) with a lead agent and co-agents providing for an at-the-market equity sales program (the “ATM Program”). The ATM Program initially allowed us to sell newly issued shares of our Common Stock having an aggregate offering price of up to $5.5 million from time to time through the sales agents subject to the terms thereof. Subsequently, the ATM Program was amended on September 30, 20252025, and December 12, 20252025, to increase such amount byto $7.6 million and $6.1 million, respectively.

Three months ended MarchJune 31,30, 2026, compared to three months ended MarchJune 31,30, 2025

For the three months ended MarchJune 31,30, 2026, we had a net loss of $1.93$4.21 million (or $0.14$0.31 per share), compared to $1.29$0.91 million (or $0.10$0.07 per share) for the same period of 2025. The increase was primarily due to higher exploration expenses and general and administrative expenses. During the three months ended June 30, 2026, we recognized a deemed dividend of $599,153 arising from extensions of the expiration date of our outstanding common stock purchase warrants ($nil for the same period of 2025). After giving effect to this deemed dividend, net loss attributable to holders of our Common Stock was $4.81 million (or $0.36 per share), compared to $0.91 million (or $0.07 per share) for the same period of 2025.

For the three months ended MarchJune 31,30, 2026, we had exploration expenses of $0.53$3.04 million, compared to $0.22 million for the same period of 2025. The increase resultedwas fromprimarily attributable to our 2026 Exploration Program at the completionWhistler Project and the earlier commencement of field activities in April 2026, compared to the 2025 field program, which commenced in July 2025 after the end of the PEAcomparative and increased exploration activity.reporting period. During the three months ended MarchJune 31, 30, 2026, exploration expenses primarily consisted of:

For the three months ended MarchJune 31,30, 2026, general and administrative expenses were $1.41$1.14 million, compared to $1.06$0.67 million for the same period of 2025. During the three months ended MarchJune 31,30, 2026, general and administrative expenditures primarily consisted of:

For the three months ended MarchJune 31,30, 2026, ourdepreciation lossexpenses fromwere operations was $1.98$0.05 million, compared to $1.32$0.04 million forin the same period of 2025. The increase was primarily relateddue to the increasedepreciation of explorationnew expensesequipment andacquired generalduring andthe administrative expenses.period.

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $4.71$7.42 million, compared to $7.38 million as of December 31, 2025. The decreaseincrease in cash was primarily dueattributable to proceeds received from the registered direct offering, the exercise of warrants, and the ATM Program, partially offset by general and administrative expenses and exploration expenditures,expenditures partiallyincurred offset byduring the proceedssix received frommonths commonended sharesJune issued30, upon exercise of warrants.2026. As of June March 31,30, 2026, we had total working capital of $5.46$7.81 million, compared to $7.03 million as of December 31, 2025.

As of MarchJune 31,30, 2026, we had current liabilities of $0.60$0.34 million, compared to $0.56 million as of December 31, 2025. Current liabilities as of MarchJune 31,30, 2026, consisted of: (i) accounts payable of $0.32$0.20 million, compared to $0.22 million as of December 31, 2025; (ii) accrued liabilities of $0.07$0.11 million, compared to $0.13 million as of December 31, 2025; (iii) current portion of lease liabilities of $0.03 million, compared to $0.03 million as of December 31, 2025; and (iv) other payables of $nil, compared to $0.18 million, which remained the samemillion as of December 31, 2025.

We haveare a resource exploration stage company that does not generatedgenerate any revenue from operations and thehave relied principally on equity-based financing to fund our operations. The only sources of financing to date have been through advances from GoldMining, our initial public offering (the “IPO”), the exercise of share purchase warrantswarrants, our ATM Program and the registered direct offering. For the six months ended June 30, 2026, we incurred a net loss of $6.14 million, and our ATM Program. Our ability to continue in operation for the foreseeable future and to realize our assets and discharge our liabilities in the normal course of business, including to meet our obligations and finance exploration activities, activitiesis dependsdependent on our ability to generateobtain cashadditional flowfinancing. throughThere theis issuanceno ofassurance sharesthat ofsufficient Commonfuture funding will be Stockavailable pursuanton a timely basis or on terms acceptable to privateus. placements,Among publicother offerings,things, including under the ATM Program, share purchase warrant exercises, and short-term or long-term loans. Capitalcapital markets may not be receptive to offerings of new equity from treasury or debt, whether by way of private placements or public offerings. This may be further complicated by the limited liquidity for our shares of Common Stock, restricting access to some institutional investors. Our growth and success is dependent on external sources of financing, which may not be available on acceptable terms, or at all. As such, these events and conditions raise substantial doubt about our ability to continue as a going concern. Management has a plan, through the use of the ATM Program, to alleviate the substantial doubt about our ability to continue as a going concern. Our unaudited interim condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern, and any such adjustments may be material.

As of MarchJune 31,30, 2026, we did not have any off-balance sheet arrangements.

Net cash used in operating activities during the threesix months ended MarchJune 31,30, 2026, was $2.54$5.81 million, compared to $0.92$1.79 million during the same period of 2025. The increase in cash used was primarily due to an increase in operating expenses and an increase in prepaid expenses to $1.25$0.59 million, primarily relating to advances made to a third party technical consulting company for the management of the 2026 explorationExploration programProgram for the Whistler Project.

Changes in non-cash working capital used cash of $1.11$0.64 million for the threesix months ended MarchJune 31,30, 2026, compared to providing cash of $0.15$0.01 million million for the threesix months ended MarchJune 31,30, 2025. The increased use of cash in non-cash working capital was primarily due to $1.11$0.44 million in cash advances to a third party technical consulting company for management of the 2026 exploration program for the Whistler Project.

Net cash used in investing activities during the threesix months ended MarchJune 31,30, 2026, was $0.24$0.40 million, relating to the purchase of equipment, compared to $nil during the same period of 2025.

For the threesix months ended MarchJune 31,30, 2026, net cash provided by financing activities was $0.11$6.25 million, relatingattributable to theproceeds of $1.70 million from warrant exercises, proceeds of $4.00 million from warrantthe June 2026 Registered Direct Offering and proceeds of $0.55 million from the exercises,ATM Program, compared to $nilnet incash provided by financing activities of $1.09 million for the same period ofin 2025.2025, which was entirely attributable to proceeds from the ATM Program.

During the three and six months ended MarchJune 31,30, 2026, and 2025, we incurred $1,027$1,125 and $1,257,$2,152, respectively, and during the three and six months ended June 30, 2025, $2,450 and $3,707, respectively, in general and administrative expenses related to website design, video production, website hosting services and marketing services paid to Blender Media Inc. (“Blender”), a company whose principal is an immediate family member of a co-chairman and director of GoldMining. Blender is a design and marketing agency that provides services to numerous publicly traded companies.

Related party transactions are recorded based on the amounts agreed to by the parties. During the quarters ended MarchJune 31,30, 2026, and 2025, we did not enter into any contracts or undertake any commitment or obligation with any related parties other than as described herein.

As of the date of this Quarterly Report, we have 13,354,42014,035,736 shares of our Common Stock outstanding, including 254,000 performance based Restricted Shares. In addition, we have outstanding stock options issued under our long-term incentive plan to purchase 429,500 shares of our Common Stock at an exercise price of $9.84 per share, 14,275and 9,100 outstanding RSUs, and outstanding Warrants to purchase 1,409,222 shares of our Common Stock at an exercise price of $13 per share.RSUs. The exercise of stock options and Warrants is at the discretion of of their respective holders and, accordingly, there is no assurance that any of the stock options or Warrants will be exercised in the future.

In November 2024, the FASB issued ASU-2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public entities to disclose specified information about certain costs and expenses at each interim and annual reporting period, which includes amounts for inventory purchases, employee compensation, depreciation, intangible asset amortization,amortization and expenses related to oil and gas activities. This ASU will be effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.