(Note: This IPO is a unit offering of 2.0 million units at $10.00 per unit to raise $20.0 million. Each unit consists of one share of common stock and one warrant to buy one share of common stock.)

We are an exploration stage company. Our sole project is the Whistler Project, a gold-copper exploration project in the Yentna Mining District, about 105 miles northwest of Anchorage, Alaska. (Incorporated in Nevada)

We may in the future evaluate and acquire additional interests in gold and gold-copper projects in the Americas. 

We have no operating revenues. We do not anticipate generating revenues for the foreseeable future.

The Whistler Project comprises 377 State of Alaska mining claims covering an aggregate area of approximately 217.5 km² (approximately 53,700 acres). A base camp and a gravel airstrip for wheel-based aircraft is established adjacent to the Skwentna River. The camp is equipped with diesel generators, a satellite communication link, tent structures on wooden floors and several wood-frame buildings. Although chiefly used for summer field programs, the camp is winterized. The camp has been maintained in good condition, although some of the tent-based structures have been damaged by heavy snow loads and will need to be repaired or replaced.

We were incorporated on June 30, 2015, in Alaska as “BRI Alaska Corp.” On Sept. 8, 2022, we redomiciled to Nevada and changed our name to “U.S. GoldMining Inc.” We are a subsidiary of GoldMining, a company organized under the laws of Canada and listed on the Toronto Stock Exchange and the NYSE – American exchange. GoldMining is a public mineral exploration company that was incorporated in 2009; it is focused on the acquisition and development of gold assets in the Americas.

**Note: Revenue and net loss figures are for the year ended Nov. 30, 2022. 

(Note: U.S. GoldMining Inc. priced its micro-cap unit IPO on April 19, 2023, in line with the terms in the prospectus: 2.0 million units at $10.00 each to raise $20.0 million. **Background: U.S. GoldMining Inc. increased the size of its IPO by about a third to 2.0 million units  (stock and warrants) – up from 1.54 million units – and kept the IPO price at $10.00 per unit  – to raise $20.0 million – in an  S-1/A filing dated April 7, 2023. Each unit consists of one share of common stock and one warrant. This change brought U.S. GoldMining’s IPO back up to its original terms: 2.0 million units at $10.00, according to its S-1 filing on Feb. 10, 2023. In the April 7, 2023, filing, U.S. GoldMining added a co-manager: Sprott Capital Partners. Previously: U.S. GoldMining’s IPO was cut to 1.54 million units at $10.00 each on March 28, 2023, according to an S-1/A filing. **In that March 28, 2023, SEC filing, U.S. GoldMining changed its exchange listing to the NASDAQ from its original proposed listing on the NYSE – American Exchange.)