UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-41690

U.S. GOLDMINING INC.

(Exact name of registrant as specified in its charter)

Nevada

37-1792147

(State or other jurisdiction

of incorporation of organization)

(I.R.S. Employer

Identification No.)

1188 West Georgia Street, Suite 1830, Vancouver, BC, Canada		V6E 4A2
(Address of principal executive offices)		(Zip Code)

(604) 388-9788

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 Capital Market
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00	USGOW	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
☒ Emerging growth company

If 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 12,682,676 shares of common stock outstanding as of August 13, 2025.

U.S. GOLDMINING INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II – OTHER INFORMATION		26
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
SIGNATURES		28

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

U.S. GOLDMINING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited – Expressed in U.S. Dollars)

	Notes	June 30, 2025			December 31, 2024

Current assets
Cash and cash equivalents	3	$	3,175,691		$	3,880,747
Restricted cash	3		88,243			86,261
Other receivables			23,819			7,419
Inventories			34,858			34,858
Prepaid expenses	4		131,986			108,943
Total current assets			3,454,597			4,118,228

Exploration and evaluation assets			31,392			31,392
Operating lease right-of-use assets, net			99,142			111,444
Property and equipment, net	5		817,217			888,087
Total assets		$	4,402,348		$	5,149,151

Current liabilities
Accounts payable		$	199,345		$	185,251
Accrued liabilities			77,359			28,983
Current portion of lease liabilities	6		28,580			25,144
Other payables			180,863			180,863
Total current liabilities			486,147			420,241

Lease liabilities	6		74,206			84,250
Asset retirement obligations			209,312			199,525
Total liabilities			769,665			704,016

Stockholders’ equity
Capital stock
Common stock $0.001 par value: 300,000,000 shares authorized as at June 30, 2025 and December 31, 2024; 12,577,159, 12,456,815 shares issued and outstanding as at June 30, 2025 and December 31, 2024	9		12,577			12,457
Additional paid-in capital			29,014,740			27,630,696
Accumulated deficit			(25,394,634	)		(23,198,018	)
Total stockholders’ equity			3,632,683			4,445,135
Total liabilities and stockholders’ equity		$	4,402,348		$	5,149,151

The accompanying notes are an integral part of these condensed consolidated financial statements.

U.S. GOLDMINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited – Expressed in U.S. Dollars)

	Notes	2025			2024			2025			2024
		Three Months Ended June 30						Six Months Ended June 30
	Notes	2025			2024			2025			2024
Operating expenses
Exploration expenses	7	$	220,129		$	923,403		$	443,356		$	1,337,900
General and administrative expenses	8		666,367			653,110			1,722,175			1,316,011
Accretion			4,952			4,495			9,787			8,883
Depreciation	5		35,436			29,752			70,870			54,721
Total operating expenses			926,884			1,610,760			2,246,188			2,717,515
Loss from operations			(926,884	)		(1,610,760	)		(2,246,188	)		(2,717,515	)

Other income (expenses)
Interest income			29,801			125,604			61,704			269,953
Foreign exchange (loss) gain			(7,876	)		874			(8,767	)		831
Net loss for the period before tax		$	(904,959	)	$	(1,484,282	)	$	(2,193,251	)	$	(2,446,731	)
Current income tax expense			(61	)		(2,921	)		(3,365	)		(2,921	)
Net loss for the period		$	(905,020	)	$	(1,487,203	)	$	(2,196,616	)	$	(2,449,652	)

Loss per share
Basic and diluted	10	$	(0.07	)	$	(0.12	)	$	(0.18	)	$	(0.20	)

Weighted average shares outstanding
Basic and diluted			12,509,273			12,398,709			12,483,779			12,398,709

The accompanying notes are an integral part of these condensed consolidated financial statements.

U.S. GOLDMINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited – Expressed in U.S. Dollars)

	2025			2024
	Six Months Ended June 30
	2025			2024
Net cash provided by (used in):

Operating activities
Net loss for the period	$	(2,196,616	)	$	(2,449,652	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion		9,787			8,883
Depreciation		70,870			54,721
Stock-based compensation		295,065			140,637
Non-cash lease expenses		23,637			13,657
Changes in operating assets and liabilities
Inventories		-			(6,667	)
Prepaid expenses		(23,043	)		(646,498	)
Other receivables		(16,400	)		51,771
Accounts payable		14,094			112,930
Accrued liabilities		48,376			(79,037	)
Income tax payable		-			(5,036	)
Lease liabilities		(17,943	)		(15,511	)
Net cash used in operating activities		(1,792,173	)		(2,819,802	)

Investing activities
Purchase of equipment		-			(171,836	)
Net cash used in investing activities		-			(171,836	)

Financing activities
Proceeds from At-The-Market offering, net of issuance costs		1,089,099			-
Capital contributions from GoldMining		-			6,985
Net cash provided by financing activities		1,089,099			6,985

Net change in cash, cash equivalents and restricted cash		(703,074	)		(2,984,653	)
Cash, cash equivalents and restricted cash, beginning of period		3,967,008			11,291,649
Cash, cash equivalents and restricted cash, end of period	$	3,263,934		$	8,306,996

Supplemental disclosure of non-cash financing activities:
Allocation of stock-based compensation expenses from GoldMining	$	-		$	11,381

The accompanying notes are an integral part of these condensed consolidated financial statements.

U.S. GOLDMINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited – Expressed in U.S. Dollars)

	Note	Shares		Amount		Capital			Deficit			Equity
		Common Stock				Additional Paid-In			Accumulated			Total Stockholders’
	Note	Shares		Amount		Capital			Deficit			Equity
Balance at December 31, 2024			12,456,815		12,457		27,630,696			(23,198,018	)		4,445,135
Common stock
Issued under At-The-Market offering			-
Issued under At-The-Market offering, shares
Issuance costs for At-The-Market offering
Issued upon exercise of stock options	9.5		1,596		2		(2	)		-			-
Issued upon vesting of restricted stock units	9.6		3,763		3		(3	)		-			-
Stock-based compensation
Allocated from GoldMining
Amortization of stock-based compensation	9.3, 9.5, 9.6		-		-		172,415			-			172,415
Net loss for the period			-		-		-			(1,291,596	)		(1,291,596	)
Balance at March 31, 2025			12,462,174	$	12,462	$	27,803,106		$	(24,489,614	)	$	3,325,954
Common stock
Issued under At-The-Market offering	9.1		111,422		111		1,122,142			-			1,122,253
Issuance costs for At-The-Market offering	9.1		-		-		(33,154	)		-			(33,154	)
Issued upon vesting of restricted stock units	9.6		3,563		4		(4	)		-			-
Stock-based compensation
Amortization of stock-based compensation	9.3, 9.5, 9.6		-		-		122,650			-			122,650
Net loss for the period			-		-		-			(905,020	)		(905,020	)
Balance at June 30, 2025			12,577,159	$	12,577	$	29,014,740		$	(25,394,634	)	$	3,632,683

		Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Note	Shares		Amount		Capital		Deficit			Equity
Balance at December 31, 2023			12,398,709	$	12,399	$	26,699,034	$	(14,710,937	)	$	12,000,496
Capital contributions from GoldMining	13		-		-		3,700		-			3,700
Stock-based compensation
Allocated from GoldMining	13		-		-		7,266		-			7,266
Amortization of stock-based compensation	9.3, 9.5		-		-		78,000		-			78,000
Net loss for the period			-		-		-		(962,449	)		(962,449	)
Balance at March 31, 2024			12,398,709	$	12,399	$	26,788,000	$	(15,673,386	)	$	11,127,013
Balance			12,398,709	$	12,399	$	26,788,000	$	(15,673,386	)	$	11,127,013
Capital contributions from GoldMining	13		-		-		3,285		-			3,285
Stock-based compensation
Allocated from GoldMining	13		-		-		4,115		-			4,115
Amortization of stock-based compensation	9.3, 9.5		-		-		51,256		-			51,256
Net loss for the period			-		-		-		(1,487,203	)		(1,487,203	)
Balance at June 30, 2024			12,398,709	$	12,399	$	26,846,656	$	(17,160,589	)	$	9,698,466
Balance			12,398,709	$	12,399	$	26,846,656	$	(17,160,589	)	$	9,698,466

The accompanying notes are an integral part of these condensed consolidated financial statements.

Note 1: Business

U.S. GoldMining Inc. (the “Company”) was incorporated under the laws of the State of Alaska as “BRI Alaska Corp.” on June 30, 2015. On September 8, 2022, the Company redomiciled from Alaska to Nevada and changed its name to “U.S. GoldMining Inc.” The Company is a subsidiary of GoldMining Inc. (“GoldMining”), a mineral exploration and development company organized under the laws of Canada listed on the Toronto Stock Exchange and NYSE American. GoldMining owns a controlling interest in the Company of 9,878,261 shares of common stock and common stock purchase warrants to purchase up to 122,490 shares of common stock, representing approximately 78.5% of the outstanding shares of the Company as of June 30, 2025.

The Company’s common stock and common stock purchase warrants are listed on the Nasdaq Capital Market under the symbols “USGO” and “USGOW”, respectively.

The Company is a mineral exploration company with a focus on the exploration and development of a project located in Alaska, USA. The Company’s registered office is 3773 Howard Hughes Pkwy #500s Las Vegas, NV 89169, its principal executive office address is 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, Canada V6E 4A2 and its head operating office address is 301 Calista Court, Suite 200, Office 203, Anchorage, AK 99518.

The Company’s primary asset is the 100%-owned Whistler exploration property (the “Whistler Project”) located in Alaska, USA. Access to the Whistler Project area is by fixed wing aircraft to a gravel airstrip located adjacent to the Whistler Project exploration camp. The Company is undertaking exploration and mining studies to determine whether the Whistler Project contains mineral reserves where extraction is technically feasible and commercially viable and whether the Whistler Project will be mined by open-pit or underground methods.

These unaudited interim condensed consolidated financial statements for the six months ended June 30, 2025 and 2024 have been prepared on a going concern basis, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company is a resource exploration stage company, which does not generate any revenue and has been relying mainly on equity-based financing to fund its operations. For the six months ended June 30, 2025, the Company incurred a net loss of $2,196,616 (June 30, 2024 - $2,449,652). The Company will require additional financing through the issuance of shares of Common Stock pursuant to private placements, public offerings, including under the At The Market Offering (the “ATM Program”), and short-term or long-term loans or a combination thereof to meet its administrative costs and to continue to explore and develop the Whistler Project. There is no assurance that sufficient future funding will be available on a timely basis or on terms acceptable to the Company. As such, these events and conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management has a plan, through the use of its ATM Program, to alleviate the substantial doubt of the Company’s ability to continue as a going concern. These unaudited interim condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern, and any such adjustments may be material.

Note 2: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2024. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements include all adjustments that are necessary for a fair presentation of the Company’s interim financial position, operating results and cash flows for the periods presented.

Consolidation

The consolidated financial statements include the financial statements of the Company and US GoldMining Canada Inc., a wholly owned subsidiary of the Company. The subsidiary is consolidated from the date the Company obtains control and continue to be consolidated until the date that control ceases. Control is achieved when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

All inter-company transactions, balances, income and expenses are eliminated through the consolidation process.

Management’s Use of Estimates

The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the quarters presented. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. Significant estimates made by management include, but are not limited to, asset retirement obligations and stock-based compensation.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU expands public entities’ income tax disclosures by requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The ASU will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU-2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public entities to disclose specified information about certain costs and expenses at each interim and annual reporting period, which includes amounts for inventory purchases, employee compensation, depreciation, intangible asset amortization, and expenses related to oil and gas activities. This ASU will be effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and related disclosures.

Note 3: Cash and Cash Equivalents and Restricted Cash

Schedule of Cash and Cash Equivalents

	June 30, 2025		December 31, 2024
Cash and cash equivalents consist of:
Cash at bank	$	575,691	$	580,747

SEC Form 10-Q filed by U.S. GoldMining Inc.