Form 8-K

8-K — U.S. GoldMining Inc.

Accession: 0001493152-26-017990

Filed: 2026-04-20

Period: 2026-04-20

CIK: 0001947244

SIC: 1040 (GOLD & SILVER ORES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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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): April 20, 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

Warrants,

each warrant exercisable for one share of Common Stock at an exercise price of $13.00

USGOW

The

Nasdaq Stock Market LLC

Item

7.01

Regulation

FD Disclosure.

April 20, 2026, U.S. GoldMining Inc. (the “Company”) issued a press release titled “U.S. GoldMining Mobilizes 2026

Exploration Program Potential District-Scale Upside at the 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 April 20, 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:

April 20, 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 Mobilizes 2026 Exploration Program Targeting District-Scale Potential at the Whistler Project, Alaska

Anchorage,

Alaska – April 20, 2026 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”)

is pleased to announce that it has commenced activities on its planned exploration program (the “Program”) at its Whistler

Gold-Copper Project in Alaska (“Whistler” or the “Project”).

Highlights:

● Executing

Growth Strategy: The 2026 Program will comprise diamond core drilling targeting several

high-priority near-deposit potential upside opportunities and new targets within the Whistler

– Raintree area (see Figure 1). The objective is to develop a pipeline of discoveries

that will underpin growth opportunities for the Project.

● Mobilization

Underway: The Company has recently completed pre-mobilization of critical equipment and

consumables to the Project. This proactive staging positions the exploration team to commence

summer exploration activities and drilling as soon as conditions allow.

● Building

on Strong Economic Foundation: The exploration strategy complements the strong Whistler

economics and rapid payback demonstrated in the recently announced Whistler initial economic

assessment (“PEA”)1. See news release dated March 2, 2026, which outlined:

○ After-tax

net present value at 5% discount rate (“NPV5%”) of $2.0 billion,

an internal rate of return (“IRR”) of 33%, and initial payback of 2.1

years, at Base Prices.

○ At

spot prices, an after-tax NPV5% of approximately $4.9 billion, an IRR of

62%, and an initial payback of just 1.2 years.

● Untapped

Potential: The 2026 PEA considers only one of three deposits with stated mineral resource

estimates on the property, highlighting the district-scale potential the upcoming program

aims to unlock.

Tim

Smith, Chief Executive Officer of U.S. GoldMining commented: “We are excited to return to the field this coming summer to test

our highest priority targets for new gold-copper porphyry discoveries in the Whistler Orbit. The strong initial base-case mine plan in

the PEA gives us a strong foundation to confidently advance our exploration strategy. We look forward to sharing more details on the

2026 Program as we drive district-scale resource growth and the advancement of Pre-Feasibility level studies over the coming months.”

2026

Whistler Exploration Program

The

Program will test several new high priority targets identified from the 2025 exploration program. These advanced targets exhibit strong

indicators for the potential discovery of new bedrock porphyry gold-copper mineralization (see news release dated January 20, 2026):

○ Whistler

extensions (Near-Deposit Upside): Along-strike extensions of the Whistler deposit and

new zones of copper anomalism identified in both basal till and top of bedrock sampling,

located adjacent to the currently delineated Whistler deposit.

○ Mammoth

& Snow Ridge (District Scale Potential): Large strongly anomalous gold and/or copper

zones located 2 to 3 kilometers north of the Whistler deposit.

1 PEA

notes: all financial figures are in United States dollars unless otherwise stated. Base Prices used in the 2026 Whistler PEA are $3,200

per ounce gold, $4.50 per pound copper, and $37.50 per ounce silver. References to spot prices reflect $5,000 per ounce gold, $5.85 per

pound copper, and $70 per ounce silver. Spot prices were selected based on the 5-day and 1-month intra-day trading prices for the periods

ending February 23, 2026.

○ Raintree

area (Near-Deposit Upside & Mineral System Scale Potential ): Widespread gold-copper

anomalism suggestive of lateral extensions adjacent to the existing Raintree deposit, alongside

broader regional targets.

○ Hotfoot

(the “Look-Alike”) and Sunbowl area: An emerging, high-priority target defined

by an intense bedrock gold anomaly aligned with a large ‘Whistler look-alike’

magnetic signature, located just 1 kilometer south of the Raintree deposit, and additional

along-strike extensions south of the Whistler deposit.

Whistler

PEA

For

further information, please see the S-K 1300 Report titled “Whistler Gold-Copper Project, S-K 1300 Technical Report Summary and

Initial Assessment with Economic Analysis, Alaska, United States of America” and the 43-101 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.

Qualified

Person

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.

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.

The

disclosure herein, including relating to mineral resource estimates, has been prepared in accordance with the requirements of Canadian

securities laws, as set forth in NI 43-101ound in 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

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.

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, including statements regarding the results

of the PEA, expectations regarding the Project 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 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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