Form 8-K

8-K — U.S. GoldMining Inc.

Accession: 0001493152-26-040313

Filed: 2026-08-27

Period: 2026-08-27

CIK: 0001947244

SIC: 1040 (GOLD & SILVER ORES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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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): August 27, 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.

August 27, 2026, U.S. GoldMining Inc. (the “Company”) issued a press release titled “U.S. GoldMining Provides Update

on 2026 Exploration Program and Policy Tailwinds at its 100% Owned Whistler Gold-Copper 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 August 27, 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: August 27, 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 2026 Exploration Program and

Policy

Tailwinds at its 100% Owned Whistler Gold-Copper Project, Alaska

Anchorage,

Alaska – August 27, 2026 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”)

is pleased to provide an update on its fully funded 2026 exploration program and highlight recent federal policy engagement at its Whistler

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

Highlights:

●

Exploration

Drilling Well Advanced: The Company has completed 11 diamond core drill holes for over

5,000 meters across eight distinct targets in the Whistler Orbit area. Drilling continues

to advance safely, on schedule, and on budget, with initial assays expected in the coming

weeks.

●

Systematic

District Growth Strategy: Exploration is actively testing high-priority targets within

the Whistler-Raintree area with the goal of building a pipeline of new porphyry discoveries

capable of driving long-term resource expansion. Regional mapping and prospecting are advancing

concurrently across the Long Lake Hills, Muddy Creek, Snow Ridge, and Island Mountain target

areas.

●

Anchored

by PEA: The ongoing exploration program is designed to build upon the previously announced

initial economic assessment (“PEA”) for the Project (see news release March 2,

2026). Incorporating only the estimated indicated mineral resources from the main Whistler

deposit, the PEA modelled an after-tax net present value of $2.0 billion at a 5% discount

rate (“NPV5%”), a 33% internal rate of return (“IRR”) and estimated

initial payback of 2.1 years, at base case prices. See “Technical Information”.

●

High-Level

Congressional Delegation Hosted at Whistler: On August 24, 2026, the Company hosted several

members of the U.S. House of Representatives and senior congressional staff participating

in a Western Caucus Foundation field tour of Alaska. This provided an opportunity to showcase

the Project’s strategic value to domestic supply chain resilience, critical mineral

security, and regional infrastructure development.

Tim

Smith, Chief Executive Officer of U.S. GoldMining commented: “Our 2026 exploration program is firing on all cylinders. Having completed

over 5,000 meters of drilling across eight distinct targets safely, on schedule, and on budget, we are systematically unlocking the district-scale

discovery potential that surrounds our core Whistler deposit. With initial assays anticipated in the coming weeks, we look forward to

demonstrating how near-deposit targets can add further value.”

“We

were also honored to host members of the Western Caucus Foundation and congressional leaders at Whistler. Their visit underscores the

growing recognition of the West Susitna Mineral District as a potential vital contributor to U.S. domestic critical mineral security,

further bolstered by ongoing momentum surrounding the proposed West Susitna Access Road.”

2026

Exploration Program Progress

The

Company’s diamond core drilling campaign remains active with two rigs operating at site. Drilling to date has focused on testing

high-priority porphyry targets within the broader Whistler Orbit area, where multiple stacked geological, geochemical, and geophysical

vectors have delineated high-priority anomalies.

Concurrently,

field crews are progressing surface exploration, including detailed mapping, geochemical sampling, and prospecting over regional target

areas, including Snow Ridge, Long Lake Hills, Muddy Creek, and Island Mountain, to maintain a deep pipeline of drill-ready targets for

future campaigns.

Core

logging and sampling facilities are fully operational on site, and initial batches of core samples have been dispatched to the laboratory

with initial assay results anticipated in the coming weeks.

Community

Engagement & Permitting Pathway

The

Company has continued to proactively advance its stakeholder engagement initiatives across the Matanuska-Susitna Borough and neighboring

Native communities throughout the West Susitna Mineral District. The Company is dedicated to establishing a clear, responsible pathway

toward future permitting by prioritizing workforce safety, early and transparent community consultation, local hiring, and environmental

stewardship.

Federal

and State Policy Engagement

Management

continues to actively engage with key municipal, state and federal stakeholders to elevate the strategic significance of the Whistler

Project within the emerging West Susitna Mineral District.

date in 2026, Company leadership has participated in extensive meetings at the Alaska State Capitol in Juneau and in Washington, D.C.

On August 24, 2026, U.S. GoldMining hosted a congressional site tour at Whistler as part of the Western Caucus Foundation visit to Alaska.

The

Western Caucus Foundation is an independent, non-profit organization that conducts educational programs and field tours focused on issues

affecting the American West and rural communities, including natural resource development, infrastructure, permitting and economic growth.

The Alaska field tour provided an opportunity for Members and congressional staff to see firsthand the scale and potential of the emerging

West Susitna Mineral District and the infrastructure needed to support its development. The congressional delegation included:

●

Representative

Brian Babin (TX-36): Chair of the House Committee on Science, Space, and Technology;

Member of the House Committee on Transportation and Infrastructure (Subcommittee on Water

Resources and Environment).

●

Representative

Celeste Maloy (UT-02): Chair of the Congressional Western Caucus; Vice Chair of House

Appropriations Subcommittee on Interior, Environment, and Related Agencies; Member of the

House Committee on Natural Resources.

●

Representative

Jeff Hurd (CO-03): Member of the House Committee on Natural Resources (Chair of the Subcommittee

on Indian and Insular Affairs); Member of the House Committee on Transportation and Infrastructure.

●

Representative

Pete Stauber (MN-08): Chair of the House Natural Resources Subcommittee on Energy and

Mineral Resources; Member of the House Committee on Transportation and Infrastructure.

Figure

1 Members of the Western Caucus Foundation tour of Whistler Project on August 24, 2026. Photo Left: Fourth from left Rep. Jeff Hurd

(CO-03), third from right Rep. Brian Babin (TX-36). Photo Right: center Rep. Celeste Maloy (UT-02), fourth from right Rep. Pete Stauber

(MN-08).

The

delegation and accompanying senior congressional committee staff reviewed the vision for Whistler as a potential multi-decade project

integrated into the State of Alaska’s proposed West Susitna Access Road corridor (see Figure 2). The visit highlighted strong interest

in supporting critical American resource projects situated entirely on State lands.

Figure

2 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 Road.

Technical

Information

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. 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 the additional

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” 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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