Form 8-K

8-K — U.S. GoldMining Inc.

Accession: 0001493152-26-041149

Filed: 2026-09-02

Period: 2026-09-02

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): September 2, 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.

September 2, 2026, U.S. GoldMining Inc. (the “Company”) issued a press release titled “U.S. GoldMining Provides Update

on State-Led West Susitna Access Road, AIDEA Authorizes up to $25 Million in Funding for the State’s Geotechnical and Engineering

Work.” 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 September 2, 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:

September 2, 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 Update on State-Led West Susitna Access Road

AIDEA

Authorizes up to $25 Million in Funding for the State’s Planned

Geotechnical

and Engineering Work

Anchorage,

Alaska – September 2, 2026 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”)

is pleased to provide an update on the proposed West Susitna Access Project (“WSAP”), a State-led road initiative that, as

designed, would connect the Whistler Gold-Copper Project (“Whistler” or the “Project”) with existing highway,

rail, power, and port infrastructure in the Anchorage area of Southcentral Alaska.

Highlights:

● $25

Million Funding Authorization: On August 27, 2026, the Alaska Industrial Development

and Export Authority (“AIDEA”) announced it has authorized up to $25 million

to fund the geotechnical drilling program and associated permitting, hydrologic, and engineering

work for the WSAP.

● Advancing

Final Design: Geotechnical data is a gating input for the final design of the proposed

road. The authorized program will provide information needed to advance bridge foundation

design, material site development, culvert sizing, and refinement of the road alignment over

the 2026 and 2027 field seasons.

● Unlocking

the West Susitna Mineral District: The WSAP comprises a 22-mile public road led by the

Alaska Department of Transportation and Public Facilities (“ADOT&PF”) and

a 78.5-mile public-private road led by AIDEA, terminating at the Company’s exploration

camp near the Whistler deposit (see Figure 1).

Tim

Smith, Chief Executive Officer of U.S. GoldMining, commented: “While our team remains focused on building upon the robust economics

modelled in our recent initial economic assessment through an active exploration program, we commend the State of Alaska and AIDEA for

their commitment to advancing the WSAP.

This

$25 million authorization by AIDEA for the pre-construction work on the West Susitna Access Road marks a significant step forward in

physically linking Whistler, and the broader West Susitna Mineral District, directly to the greater Anchorage transportation and energy

grid. We look forward to continuing our collaborative work with all levels of government and local stakeholders to support an initiative

that can serve as a vital contributor to the Alaskan economy while strengthening U.S. domestic critical mineral security.”

AIDEA

Leadership Commentary

The

AIDEA Board of Directors voted unanimously to adopt the funding resolution, underscoring strong state-level momentum for the infrastructure

corridor.

Bill

Kendig, AIDEA Board Chair, stated: “The Board’s action today reflects our confidence in this project and our commitment to

doing it right. West Susitna is exactly the kind of investment AIDEA was created to make – infrastructure that opens opportunity

for Alaskans today and for generations to come.”

Brandon

Brefczynski, AIDEA Deputy Executive Director, added: “This is the work that turns a route on a map into a road that can actually

be built. The Board’s unanimous action keeps the project on schedule for the upcoming field seasons and moves us another step closer

to unlocking one of the most promising resource corridors in the state.”

About

the Proposed West Susitna Access Project

Developed

by AIDEA’s staff and engineering and permitting consultants, and the ADOT&PF Northern Region Materials Section, the newly funded

$25M work program will cover proposed bridge crossings along the alignment, including major crossings of the Skwentna River. The program

includes seismic velocity geophysical surveys at each bridge site, evaluation of material sites to supply gravel and fill for construction,

trail overcrossings and large culvert locations, and the preparation of state and federal permit applications required prior to drilling.

The

WSAP is expected to connect the existing road, power, rail, and port infrastructure in the vicinity of Anchorage with multiple natural

resource development projects located in the West Susitna Mining District, with the potential to support the establishment of a premier,

infrastructure-rich mining hub in Alaska.

Figure

1 The Whistler Project, one of three advanced resource projects in the West Susitna Mineral District, which is expected to be connected

with transportation and energy infrastructure via the proposed West Susitna Access Project.

Technical

Information

The

Whistler Gold-Copper Project Preliminary Economic Assessment (“PEA”), which incorporates only the Indicated Mineral 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.

For

further information regarding the Project, 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.

The

results of the PEA are preliminary in nature and are intended to provide an initial assessment of the Project’s economic potential

and development options. The PEA is not a pre-feasibility study or a feasibility study. Mineral resources are not mineral reserves and

do not have demonstrated economic viability. There is no certainty that the results of the PEA will be realized. Inferred Mineral Resources,

if any are included, are considered too speculative geologically to have the economic considerations applied to them that would enable

them to be categorized as mineral reserves. 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 initial economic assessment will be realized. Actual results may

vary, potentially materially and readers are cautioned not to place undue reliance on the results of the PEA.

Tim

Smith, P.Geo., Chief Executive Officer of the Company, has supervised the preparation of this news release and has reviewed and approved

the 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).

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 (“forward-looking statements”). Such statements include statements with

regard to the Company’s plans and expectations regarding the Project, the 2026 exploration program at the Project and expected

governmental support for the project, the results of the PEA, the anticipated benefits of governmental initiatives and proposed regional

infrastructure, and expectations regarding future exploration plans. Words such as “expects”, “anticipates”,

“plans”, “estimates”, “will”, “proposes”, “potential” 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, the risk that the WSAP may not be completed, may

be materially delayed, or may follow a different alignment than currently proposed, risks that AIDEA or ADOT&PF funding or approvals

may not be maintained or may be reduced, the fact that the Company does not control the WSAP and relies on third-party governmental entities

for its advancement, 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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