USGO 8-K
U.S. GoldMining Inc. (USGO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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| The Stock Market LLC | ||||
| The Stock Market LLC |
| Item 7.01 | Regulation FD Disclosure. |
On March 24, 2025, U.S. GoldMining Inc. (the “Company”) issued a news release applauding the Executive Order, “Immediate Measures to Increase American Mineral Production”, signed by the President of the United States on March 20, 2025. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In 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 March 24, 2025 | |
| 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: March 24, 2025 | U.S. GOLDMINING Inc. | |
| By: | /s/ Tim Smith | |
| Name: | Tim Smith | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
U.S. GoldMining Applauds U.S. Presidential Executive Order
Recognizing Copper & Gold as ‘Critical Minerals’ -
Strong Economic and Policy Tailwinds will benefit Whistler Gold-Copper Project, Alaska
Anchorage, Alaska – March 24, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) welcomes the signing of an Executive Order by President Donald Trump titled “Immediate Measures to Increase American Mineral Production”. The Executive Order directs government agencies to immediate action to facilitate domestic mineral production to the maximum extent possible, including copper and gold. This decision underscores the essential role these metals play in energy security, defense, and economic stability, while further highlighting the strategic importance of domestic mining projects such as the Company’s Whistler Gold-Copper Project in Alaska.
This follows an earlier Executive Order signed January 20, 2025, titled “Unleashing Alaska’s Extraordinary Resource Potential”, which, as the Company reported on January 27, 2025, is designed to boost the mining industry by maximizing the development of natural resources located on Federal and State lands in Alaska and expediting the permitting of Alaskan natural resource projects.
Tim Smith, Chief Executive Officer of U.S. GoldMining, commented: “This new Executive Order is a significant step forward in securing a reliable domestic supply chain for copper, gold and other essential resources. Our Whistler Project has estimated Indicated Resources of over 1 billion pounds of copper and almost 4 million ounces of gold plus estimated Inferred Resources of 0.3 billion pounds of copper and 3.3 million ounces of gold*, positioning it as a potentially valuable asset in strengthening the nation’s mineral independence.
The Company believes that this policy shift provides increasing tailwinds for responsible resource development in Alaska and across the U.S. and comes at a time when the three metals which are contained within the Whistler mineral resource estimate - gold, copper and silver - are at record high commodity prices. This Executive Order aligns directly with our vision to develop responsible, world-class mining operations that contribute to America’s energy and resource security needs,” added Tim Smith. “As we advance our Whistler Project, we look forward to working with federal and state agencies to seek to capitalize on this momentum and further contribute to the strengthening of domestic supply chains.”
*See Table 1
Figure 1 Location map of the Whistler Gold-Copper Project, the closest large undeveloped gold-copper mineral deposit to Anchorage, which is Alaska’s largest city.
Table 1 Mineral Resource Estimate for the Total Whistler Project (Effective date: September 12, 2024)
| Class | Deposit | Cut-off Value | ROM Tonnage | In situ Grades | In situ Metal | |||||||
| (US$/t) | (ktonnes) | NSR (US$/t) | AuEqv (g/t) | Au (g/t) | Cu (%) | Ag (g/t) | AuEqv (koz) | Au (koz) | Cu (mlbs) | Ag (koz) | ||
| Indicated | Whistler Pit | 10 | 282,205 | 22.84 | 0.68 | 0.41 | 0.16 | 1.89 | 6,201 | 3,724 | 999 | 17,166 |
| Raintree Pit | 10 | 8,905 | 21.08 | 0.63 | 0.46 | 0.08 | 4.81 | 180 | 131 | 16 | 1,378 | |
| Indicated Open Pit | varies | 291,410 | 22.79 | 0.68 | 0.41 | 0.16 | 1.98 | 6,381 | 3,855 | 1,015 | 18,544 | |
| Raintree UG | 25 | 3,064 | 34.41 | 1.03 | 0.79 | 0.13 | 4.49 | 101 | 78 | 9 | 443 | |
| Total Indicated | varies | 294,474 | 22.91 | 0.68 | 0.42 | 0.16 | 2.01 | 6,482 | 3,933 | 1,024 | 18,987 | |
| Inferred | Whistler Pit | 10 | 18,224 | 21.01 | 0.63 | 0.40 | 0.13 | 1.75 | 368 | 233 | 54 | 1,025 |
| Island Mountain Pit | 10 | 124,529 | 18.21 | 0.54 | 0.45 | 0.05 | 1.02 | 2,180 | 1,817 | 139 | 4,084 | |
| Raintree Pit | 10 | 15,056 | 23.12 | 0.69 | 0.55 | 0.06 | 4.36 | 335 | 267 | 21 | 2,112 | |
| Inferred Open Pit | varies | 157,809 | 19.00 | 0.57 | 0.45 | 0.06 | 1.42 | 2,883 | 2,317 | 214 | 7,221 | |
| Raintree UG | 25 | 40,432 | 32.81 | 0.98 | 0.76 | 0.12 | 3.31 | 1,275 | 994 | 103 | 4,300 | |
| Total Inferred | varies | 198,241 | 21.82 | 0.65 | 0.52 | 0.07 | 1.81 | 4,158 | 3,311 | 317 | 11,521 | |
Notes to Table 1:
| 1. | Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be converted into mineral reserves. | |
| 2. | Inferred mineral resources are subject to uncertainty as to their existence and as to their economic and legal feasibility. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. | |
| 3. | The mineral resource estimate for the Whistler, Island Mountain, and the upper portions of the Raintree West deposits have been confined by an open pit with “reasonable prospects of economic extraction” using the following assumptions: |
| ● | Metal prices of US$1,850/oz Au, US$4.00/lb Cu and US$23/oz Ag; | |
| ● | Payable metal of 95% payable for Au and Ag, and 96.5% payable for Cu; | |
| ● | Refining costs for Au of US$8.00/oz, for Ag of US$0.60/oz and for Cu of US$0.05/lb; | |
| ● | Offsite costs for Au of US$77.50/wmt, for Ag of US$3.50/wmt and for Cu of US$55.00/wmt; | |
| ● | Royalty of 3% NSR; | |
| ● | Pit slopes are 50 degrees; | |
| ● | Mining cost of US$2.25/t for waste and mineralized material; and | |
| ● | Processing, general and administrative costs of US$7.90/t. |
| 4. | The lower portion of the Raintree West deposit has been constrained by a mineable shape with “reasonable prospects of eventual economic extraction” using a US$25.00/t cut-off. | |
| 5. | Metallurgical recoveries are: 70% for Au, 83% for Cu, and 65% Ag for Ag grades below 10g/t. The Ag recovery is 0% for values above 10g/t for all deposits. | |
| 6. | The net smelter return royalty (NSR) equations are: below 10g/t Ag: NSR (US$/t)=(100%-3%)*((Au*70%*US$54.646/t) + (Cu*83%*US$3.702*2204.62 + Ag*65%*US$0.664)), and above 10g/t Ag: NSR (US$/t)=(100%-3%)*((Au*70%*US$56.646g/t) + (Cu*83%*US$3.702*2204.62)). | |
| 7. | The Au Equivalent equations are: below 10g/t Ag: AuEq=Au + Cu*1.771 +0.0113Ag, and above 10g/t Ag: AuEq=Au + Cu*1.771. | |
| 8. | The specific gravity for each deposit and domain ranges from 2.76 to 2.91 for Island Mountain, 2.60 to 2.72 for Whistler with an average value of 2.80 for Raintree West. | |
| 9. | Numbers may not add due to rounding. |
Please refer to the technical report summary titled “S-K 1300 Technical Report Summary Initial Assessment for the Whistler Project, South Central Alaska” with an effective date of September 12, 2024, and the technical report titled “NI 43-101 2024 Updated Mineral Resource Estimate for the Whistler Project, South Central Alaska” with an effective date of September 12, 2024, available under the Company’s respective profiles at www.sec.gov and www.sedarplus.ca for further information regarding the Whistler Project and the mineral resource estimates referenced herein.
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 in Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
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). The Whistler Project Mineral Resource Estimate comprises 294 Mt at 0.68 g/t AuEq for 6.48 Moz AuEq Indicated, plus 198 Mt at 0.65 g/t AuEq for 4.16 Moz AuEq Inferred.
Visit www.usgoldmining.us for more information, including high resolution figures.
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: [email protected]
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 expectations regarding the Project and the impacts of the Executive Order. 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, the actual results of future exploration may not confirm expectations, variations in the underlying assumptions associated with the estimation or realization of mineral resources, the availability of capital to fund programs, 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.