U.S. GoldMining Inc.

U.S. GoldMining Inc. furnished the preliminary, unaudited condensed consolidated interim financial statements of its parent company, GoldMining Inc., for the three and six months ended May 31, 2026. GoldMining Inc. reported a net loss of C$16.5 million for the six-month period, a significant increase from the prior year. The company explicitly cautioned that these financials are preliminary, unaudited, not prepared under US GAAP, and should not be solely relied upon for investment decisions.

U.S. GoldMining Inc. has commenced its 2026 drilling program at the 100% owned Whistler Gold-Copper Project in Alaska. The program focuses on high-priority exploration targets within the Whistler Orbit, a 7.5 km by 4.5 km porphyry cluster, aiming to discover new porphyry centers. This initiative follows a recent Preliminary Economic Assessment (PEA) that projected a $2.0 billion NPV5% and 33% IRR for the project. The company expects to release the first assay results by the end of Q3 2026.

U.S. GoldMining Inc. has entered into a securities purchase agreement with an institutional investor for a registered direct offering. The company will issue 522,876 shares of common stock at $7.65 per share, expecting to raise approximately $4.0 million in gross proceeds. The net proceeds from this offering are intended for working capital and general corporate purposes, with the closing anticipated on June 29, 2026.

U.S. GoldMining Inc. provided an update on its 2026 exploration program at the 100% owned Whistler Gold-Copper Project in Alaska, reporting that the program is ahead of schedule and on budget with drill setup underway. The company highlighted the project's strong economic foundation, including a PEA outlining a $2.0 billion after-tax NPV5% and a 33% IRR. Additionally, new district-scale infrastructure catalysts, such as $89 million in federal funding for the neighboring Terra Energy Center, are strengthening the business case for regional development and offering potential long-term energy alternatives for Whistler.

U.S. GoldMining Inc. reported a net loss of $1.93 million, or $(0.14) per share, for the three months ended March 31, 2026, a significant increase from the $1.29 million loss in the prior year. The company's cash and cash equivalents decreased to $4.71 million from $7.38 million at year-end 2025. Operational expenses, particularly exploration and general & administrative costs, rose substantially during the quarter. The company also announced initial results from its 2025 exploration program and an initial economic assessment for the Whistler Project.

U.S. GoldMining Inc.'s Board of Directors approved a further extension of the term for its warrants, initially issued on April 24, 2023. The new termination date is May 22, 2026, extended from the previous May 11, 2026. This follows earlier extensions from April 24, 2026, to May 1, 2026, and then to May 11, 2026. The warrants, with an exercise price of $13.00 per share, will continue trading on the Nasdaq Capital Market under "USGOW" until the new termination date, with all other terms remaining unchanged.

U.S. GoldMining Inc. announced its 2026 Annual General Meeting of Stockholders will be held on June 11, 2026. Stockholders will vote on the election of six directors and the ratification of Deloitte LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The board of directors unanimously recommends voting "FOR" all proposals. The record date for voting is April 22, 2026, with 13,322,493 shares outstanding.

U.S. GoldMining Inc.'s Board of Directors approved a further extension of the warrants' term. The exercise period for warrants, initially issued on April 24, 2023, with an exercise price of $13.00 per share, has been extended from May 1, 2026, to May 11, 2026. This follows a previous extension from April 24, 2026, to May 1, 2026. All other terms of the warrants remain unchanged.

U.S. GoldMining Inc. entered into an amendment to its Warrant Agency Agreement, granting the company discretion to extend the duration of its warrants. Following this amendment, the Board of Directors approved extending the expiration date of the company's warrants (USGOW) from April 24, 2026, to May 1, 2026. The warrants, exercisable at $13.00 per share, will continue to trade on the Nasdaq Capital Market until the new expiration date.

U.S. GoldMining Inc. announced that its parent company, GoldMining Inc., filed a Form 6-K with the SEC on April 10, 2026. This filing includes GoldMining Inc.'s unaudited condensed consolidated interim financial statements and management's discussion and analysis for the three months ended February 28, 2026. These documents contain certain unaudited financial information pertaining to U.S. GoldMining Inc. for the same period.