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): June 9, 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 June 9, 2025, U.S. GoldMining Inc. (the “Company”) issued a news release announcing it has selected Ausenco Engineering Canada ULC as the principal consulting firm to lead its proposed initial assessment study 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 June 9, 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> June 9, 2025 | U.S.<br> GOLDMINING Inc. | |
|---|---|---|
| By: | /s/ Tim Smith | |
| Name: | Tim<br>Smith | |
| Title: | Chief<br> Executive Officer |
Exhibit 99.1
U.S.GoldMining Inc. Selects Ausenco to Deliver Initial Economic Assessment
AtWhistler Gold-Copper Project, Alaska
PEAto incorporate updated 2024 drilling and evaluate standalone open-pit operation
Anchorage,Alaska – June 9, 2025 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce it has selected Ausenco Engineering Canada ULC (“Ausenco”) as the principal consulting firm to lead its proposed initial assessment study (“PEA”) for the Whistler Gold-Copper Project (“Whistler” or the “Project”), located 105 miles northwest of Anchorage, Alaska. The study, as previously announced April 15, 2025, is 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 is intended to explore and outline a development opportunity at the Whistler Project<br> for a stand-alone open pit mine and concentrator facility located approximately 100 miles<br> northwest of Anchorage in south-central Alaska, a region which has significant existing and<br> ongoing infrastructure development. |
|---|---|
| ● | The<br> PEA will consider the Whistler mineral resource estimate which currently stands at 6.48 million<br> ounces (Moz) gold equivalent (AuEq) compiled from the indicated resource category and 4.16<br> Moz AuEq in the inferred resource category (see Table 1 for details). The Project<br> is anticipated to benefit from the deposit’s near-surface, higher-grade core material<br> in the early years of production. |
| ● | The<br> PEA will utilize an updated mineral resource estimate to be completed by Moose Mountain Technical<br> Services, which will include 2024 drilling that was not available for the previous mineral<br> resource estimate. In addition, metallurgical test work is currently being conducted by Base<br> Metallurgical Laboratories Ltd., as previously announced on April 24, 2025. |
| ● | The<br> Company completed a comprehensive bidding process, receiving initial expressions of interest<br> from 13 consulting firms, followed by a rigorous Request for Proposal (“RFP”)<br> review of six shortlisted candidate firms. Ausenco was selected from this process on the<br> strength of its experience across all disciplines and its track record in recent delivery<br> of comparable studies. |
TimSmith, Chief Executive Officer of U.S. GoldMining, commented: “We’re delighted to be able to announce that we have partnered with Ausenco on this important work program. We’re excited to begin working towards delivering the first PEA on Whistler, which we believe could present a robust future mining opportunity and has the potential to unlock significant value for shareholders. We look forward to providing periodic updates as the study progresses, for which we are currently targeting completion before year-end.”
DavidThomas, Vice President, Minerals & Metals, Southwest USA of Ausenco, commented: “Ausenco is pleased to partner with U.S. GoldMining on the Whistler Gold-Copper Project PEA. We’ve successfully completed studies for clients around the world, including initial concept studies, pre-feasibility studies and definitive studies. As a lifelong Alaskan who lived many years in the Matanuska-Susitna (Mat-Su) Borough – where the Whistler Project is located - I’m delighted to add to the direct Alaskan experience of the team and help deliver U.S. GoldMining a robust, sustainable mining study.”
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.
AboutAusenco
Ausenco is a global company redefining what’s possible. The team is based out of 21 offices working across five continents to deliver services worldwide. Combining deep technical expertise with a 30-year track record, Ausenco delivers innovative, value-add consulting, studies, project delivery, asset operations and maintenance solutions to the minerals and metals and industrial sectors (www.ausenco.com).
Table1 Mineral Resource Estimate for the Total 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<br> Pit | 10 | 282,205 | 22.84 | 0.68 | 0.41 | 0.16 | 1.89 | 6,201 | 3,724 | 999 | 17,166 |
| Raintree<br> 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<br> 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<br> Pit | 10 | 18,224 | 21.01 | 0.63 | 0.40 | 0.13 | 1.75 | 368 | 233 | 54 | 1,025 |
| Island<br> Mountain Pit | 10 | 124,529 | 18.21 | 0.54 | 0.45 | 0.05 | 1.02 | 2,180 | 1,817 | 139 | 4,084 | |
| Raintree<br> 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<br> 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<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.
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 includestatements with regard to the Company’s expectations regarding the Project and the proposed PEA. Words such as “expects”,“anticipates”, “plans”, estimates” and “intends” or similar expressions are intended to identifyforward-looking statements. Forward-looking statements are based on U.S. GoldMining’s current expectations and are subject to inherentuncertainties, 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, performanceor achievements expressed or implied by such forward-looking statements. Such risks and other factors include, among others, the actualresults of future exploration may not confirm expectations, variations in the underlying assumptions associated with the estimation orrealization of mineral resources, the availability of capital to fund programs, accidents, labor disputes and other risks of the miningindustry 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 inthe Company’s filings with the U.S. Securities and Exchange Commission at.www.sec.gov and Canadian Securities Administrators atwww.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or resultsto differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or resultsnot to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements containedin this news release. Forward-looking statements contained in this news release are made as of this date, and U.S. GoldMining does notundertake any duty to update such information except as required under applicable law.