8-K
U.S. GoldMining Inc. (USGO)
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
Dateof Report (Date of earliest event reported): April 15, 2025
U.S.GoldMining Inc.
(Exactname of registrant as specified in its charter)
Nevada
(Stateor other jurisdiction of incorporation)
| 001-41690 | 37-1792147 |
|---|---|
| (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
1188West Georgia Street, Suite 1830
Vancouver,BC, Canada, ### V6E 4A2
(Addressof principal executive offices) (Zip Code)
Registrant’stelephone number, including area code: (604) 338-9788
NotApplicable
(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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 ☒
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. ☐
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<br> Nasdaq Stock Market LLC |
| Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00 | USGOW | The<br> Nasdaq Stock Market LLC |
| Item 7.01 | Regulation FD Disclosure. | |
| --- | --- |
On April 15, 2025, U.S. GoldMining Inc. (the “Company”) issued a news release announcing its plan to commence an initial economic assessment for the Whistler Gold-Copper Project. 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 April 15, 2025 |
| 104 | Cover<br> 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:<br> April 15, 2025 | U.S.<br> GOLDMINING Inc. | |
|---|---|---|
| By: | /s/ Tim Smith | |
| Name: | Tim<br> Smith | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
U.S.GoldMining Inc. Announces Plans to Commence an Initial Economic Assessment
AtWhistler Gold-Copper Project, Alaska
Anchorage,Alaska – April 15, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce its plan to commence an initial economic assessment for the Whistler Gold-Copper Project (“Whistler” or the “Project”), located 105 miles northwest of Anchorage, Alaska. The study (the “PEA”) will be intended to constitute an initial assessment under U.S. Regulation S-K 1300 (“S-K 1300”) and a preliminary economic assessment under Canadian National Instrument 43-101 (“NI 43-101”).
Highlights:
| ● | The<br> PEA will consider the existing Project mineral resource estimate comprising 294 million tonnes<br> (Mt) at 0.68 grams per tonne (g/t) gold equivalent (AuEq) for 6.48 million ounces (Moz) AuEq<br> in the indicated resource category, and 198 Mt at 0.65 g/t AuEq for an additional 4.16 Moz<br> AuEq in the inferred resource category. See Table 1 for details of this estimate. |
|---|---|
| ● | The<br> timing of the planned PEA is aligned with strong metal pricing, with gold hitting a series<br> of record high prices over the past year and current spot gold exceeding $3,000/oz, versus<br> the mineral resource estimate gold price of $1,850/oz. |
| --- | --- |
| ● | The<br> decision to proceed with the PEA follows successful drilling programs completed in 2023 and<br> 2024, which included the best ever drill intercept of 652.5 meters at 1.00 g/t AuEq (see<br> news release dated September 30, 2024) and discovery and expansion of additional high-grade<br> mineralization within the Whistler Deposit. |
| --- | --- |
| ● | The<br> Company has completed an internal gap analysis to ensure a comprehensive dataset will inform<br> the PEA. A Request for Proposal (“RFP”) process is currently underway to<br> identify a mine engineering firm that will partner with the Company to complete the study.<br> Further details regarding the successful applicant and expectation around timing for completion<br> of the PEA will be announced at the completion of the RFP process. |
| --- | --- |
| ● | Strong<br> policy tailwinds for the Project within a supportive climate of state and federal policies<br> respecting responsible resource extraction in Alaska (see news releases dated January 27,<br> 2025, and March 24, 2025). |
| --- | --- |
| ● | Whistler<br> is the closest large undeveloped gold-copper mineral deposit to Anchorage, Alaska’s<br> largest city (see Figure 1) and therefore has good proximity to existing highways,<br> port facilities, grid power and a skilled work force, supply chain and services sector. |
| --- | --- |
TimSmith, Chief Executive Officer of U.S. GoldMining, commented: “The Company is delighted to commence the PEA process for the Project. This comes just two years after we completed our initial public offering. We began the re-discovery of the Project, including our initial exploration drill program, in 2023. This is another major step in moving the development of Whistler forward and is made possible by the excellent drill results returned from the 2023 and 2024 drill programs, including multiple intercepts of high-grade mineralization within the existing deposits at Whistler and Raintree. We have received strong interest from multiple potential mine engineering partners, and we look forward to making a further announcement about the awarding of the PEA contract in the near term. The Company is fully financed and has full Board support to complete the planned PEA. We also look forward to further announcements as to advancement of the proposed West Susitna Access Road which will connect Whistler with existing highway, port facilities and grid power infrastructure near Anchorage. The decision to proceed with a PEA on the Project underlines our belief that Whistler could present a robust future mining opportunity thereby offering significant organic growth for the Company, economic development for South Central Alaska and an important contribution to mineral resources security within the United States.”
****
Figure1 Location map of the Project, the closest large undeveloped gold-copper mineral deposit to Anchorage, Alaska’s largest city.
Table1 Mineral Resource Estimate for the Total Project (Effective date: September 12, 2024)
| Cut-off | ROM | In situ Grades | In situ Metal | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Class | Deposit | Value<br> <br> (US/t) | Tonnage<br><br> <br><br><br> <br>(ktonnes) | NSR<br> (US/t) | AuEqv<br><br> <br>(g/t) | Au<br><br> <br>(g/t) | Cu<br><br> <br>(%) | Ag<br><br> <br>(g/t) | AuEqv<br><br> <br>(koz) | Au<br><br> <br>(koz) | Cu<br><br> <br>(mlbs) | Ag<br><br> <br>(koz) | |||||||||
| Whistler Pit | 282,205 | 0.68 | 0.41 | 0.16 | 1.89 | 6,201 | 3,724 | 999 | 17,166 | ||||||||||||
| Raintree Pit | 8,905 | 0.63 | 0.46 | 0.08 | 4.81 | 180 | 131 | 16 | 1,378 | ||||||||||||
| Indicated | Indicated Open Pit | 291,410 | 0.68 | 0.41 | 0.16 | 1.98 | 6,381 | 3,855 | 1,015 | 18,544 | |||||||||||
| Raintree UG | 3,064 | 1.03 | 0.79 | 0.13 | 4.49 | 101 | 78 | 9 | 443 | ||||||||||||
| Total Indicated | 294,474 | 0.68 | 0.42 | 0.16 | 2.01 | 6,482 | 3,933 | 1,024 | 18,987 | ||||||||||||
| Whistler Pit | 18,224 | 0.63 | 0.40 | 0.13 | 1.75 | 368 | 233 | 54 | 1,025 | ||||||||||||
| Island Mountain Pit | 124,529 | 0.54 | 0.45 | 0.05 | 1.02 | 2,180 | 1,817 | 139 | 4,084 | ||||||||||||
| Raintree Pit | 15,056 | 0.69 | 0.55 | 0.06 | 4.36 | 335 | 267 | 21 | 2,112 | ||||||||||||
| Inferred | Inferred Open Pit | 157,809 | 0.57 | 0.45 | 0.06 | 1.42 | 2,883 | 2,317 | 214 | 7,221 | |||||||||||
| Raintree UG | 40,432 | 0.98 | 0.76 | 0.12 | 3.31 | 1,275 | 994 | 103 | 4,300 | ||||||||||||
| Total Inferred | 198,241 | 0.65 | 0.52 | 0.07 | 1.81 | 4,158 | 3,311 | 317 | 11,521 |
All values are in US Dollars.
Notes to Table 1:
| 1. | Mineral<br> resources are not mineral reserves and do not have demonstrated economic viability. There<br> is no certainty that all or any part of the mineral resources will be converted into mineral<br> reserves. |
|---|---|
| 2. | Inferred<br> mineral resources are subject to uncertainty as to their existence and as to their economic<br> and legal feasibility. The level of geological uncertainty associated with an inferred mineral<br> resource is too high to apply relevant technical and economic factors likely to influence<br> the prospects of economic extraction in a manner useful for evaluation of economic viability. |
| 3. | The<br> mineral resource estimate for the Whistler, Island Mountain, and the upper portions of the<br> Raintree West deposits have been confined by an open pit with “reasonable prospects<br> of economic extraction” using the following assumptions: |
| ● | Metal<br> prices of US$1,850/oz gold (Au), US$4.00/lb copper (Cu) and US$23/oz silver (Ag); |
| --- | --- |
| ● | Payable<br> metal of 95% payable for Au and Ag, and 96.5% payable for Cu; |
| --- | --- |
| ● | Refining<br> costs for g of US$8.00/oz, for Ag of US$0.60/oz and for Cu of US$0.05/lb; |
| --- | --- |
| ● | Offsite<br> costs for Au of US$77.50/wmt, for Ag of US$3.50/wmt and for Cu of US$55.00/wmt; |
| --- | --- |
| ● | Royalty<br> of 3% net smelter return royalty (NSR); |
| --- | --- |
| ● | Pit<br> slopes are 50 degrees; |
| --- | --- |
| ● | Mining<br> cost of US$2.25/t for waste and mineralized material; and |
| --- | --- |
| ● | Processing,<br> general and administrative costs of US$7.90/t. |
| --- | --- |
| 4. | The<br> lower portion of the Raintree West deposit has been constrained by a mineable shape with<br> “reasonable prospects of eventual economic extraction” using a US$25.00/t cut-off. |
| --- | --- |
| 5. | Metallurgical<br> recoveries are: 70% for Au, 83% for Cu, and 65% Ag for Ag grades below 10g/t. The Ag recovery<br> is 0% for values above 10g/t for all deposits. |
|---|---|
| 6. | The<br> NSR equations are: below 10g/t Ag: NSR (US$/t)=(100%-3%)*((Au*70%*US$54.646/t) + (Cu*83%*US$3.702*2204.62<br> + 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<br> Au Equivalent equations are: below 10g/t Ag: AuEq=Au + Cu*1.771 +0.0113Ag, and above 10g/t<br> Ag: AuEq=Au + Cu*1.771. |
| --- | --- |
| 8. | The<br> specific gravity for each deposit and domain ranges from 2.76 to 2.91 for Island Mountain,<br> 2.60 to 2.72 for Whistler with an average value of 2.80 for Raintree West. |
| --- | --- |
| 9. | Numbers<br> may not add due to rounding. |
| --- | --- |
For further information regarding the Project and the mineral resource estimates referenced herein, 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.
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.
AboutU.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, including high resolution figures.
Foradditional 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-LookingStatements
Exceptfor the statements of historical fact contained herein, the information presented in this news release constitutes “forward-lookingstatements” within the meaning of the United States federal securities laws and “forward-looking information” withinthe meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Such statements include statementswith regard to the Company’s expectations regarding the Project, the proposed PEA and the policy climate in Alaska and the UnitedStates. Words such as “expects”, “anticipates”, “plans”, estimates” and “intends” orsimilar expressions are intended to identify forward-looking statements. Forward-looking statements are based on U.S. GoldMining’s currentexpectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict and involve known and unknownrisks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materiallydifferent from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks andother factors include, among others, the actual results of future exploration may not confirm expectations, variations in the underlyingassumptions 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 inobtaining governmental approvals or permits, title disputes other risks inherent in the exploration and development of mineral propertiesand the other risk factors set forth in the Company’s filings with the U.S. Securities and Exchange Commission at.www.sec.gov andCanadian Securities Administrators at www.sedarplus.ca. Although the Company has attempted to identify important factors that could causeactual actions, events or results to differ materially from those described in forward-looking statements, there may be other factorsthat cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue relianceon forward-looking statements contained in this news release. Forward-looking statements contained in this news release are made as ofthis date, and U.S. GoldMining does not undertake any duty to update such information except as required under applicable law.