8-K

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): September 12, 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) 388-9788

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 5.02	Departureof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On September 12, 2025, the Compensation Committee of the Board of Directors of U.S. GoldMining Inc. (the “Company”) approved an amendment (the “Second Amendment”) to the vesting conditions of those certain restricted stock award agreements dated September 23, 2022, as first amended on May 4, 2023 (the “RSAs”). The RSAs were previously awarded under the Company’s 2022 Equity Incentive Plan to certain affiliates, directors and officers, including the Company’s chief executive officer. A copy of the form of Second Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Form of Second Amendment to Restricted Stock Award Agreement
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> September 17, 2025	U.S.<br> GOLDMINING Inc.
	By:	/s/ Tim Smith
	Name:	Tim<br> Smith
	Title:	Chief<br> Executive Officer

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Exhibit10.1

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[form]

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SECONDAmendment to Restricted Stock Award Agreement

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This SECOND amendment to Restricted Stock Award Agreement (this “Amendment”) is effective as of ____________, 2025 (the “Effective Date”) and is entered into by and between ______________________ (the “Awardee”) and U.S. GoldMining Inc. (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in that certain Restricted Stock Award Agreement, dated September 23, 2022, by and between the Awardee and the Company (the “Award Agreement”).

WHEREAS, the Company previously granted the Awardee _____________________ restricted shares of the Company’s common stock (the “RestrictedStock”), pursuant to the U.S. GoldMining Inc. 2022 Equity Incentive Plan (the “Plan”), which Restricted Stock were subject to certain vesting and forfeiture conditions as set forth in the Award Agreement;

WHEREAS, Section 3.6 of the Award Agreement provides that the Award Agreement may be amended or modified by means of a written document signed by the Company and the Awardee if such amendment or modification shall adversely affect any rights of the Awardee; and

WHEREAS, the Company and the Awardee mutually desire and agree to amend the Award Agreement to modify the vesting conditions applicable to the Restricted Stock as provided herein.

NOW,THEREFORE, in accordance with Section 3.6 of the Award Agreement and in consideration of the mutual promises, conditions, and covenants contained herein and in the Award Agreement, and other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties hereby agree to amend the Award Agreement, effective as of the Effective Date, as follows:

1. Section 2.1(d) of the Award Agreement is hereby deleted and replaced with the following:

(d) with respect to 15% of the Restricted Stock, if the Company has not re-established the Whistler Project camp and performed a minimum of 10,000 meters of drilling prior to September 30, 2026;

2. This Amendment may be executed in two or more counterparts (including by facsimile or portable document format (“.pdf”) counterparts), all of which taken together shall constitute one instrument. The exchange of copies of this Amendment and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Amendment as to the parties and may be used in lieu of the original document for all purposes. Signatures of the parties transmitted by facsimile or .pdf shall be deemed to be their original signatures for any purpose whatsoever.

[SignaturePage Follows]

INWITNESS WHEREOF, the Company and the Awardee have executed, or caused to be executed, this Amendment, to be effective as of the Effective Date.

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THE COMPANY
U.S. GoldMining Inc.
By:
Name:
Title:
THE AWARDEE
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