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): December 17, 2024
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 December 17, 2024, U.S. GoldMining Inc. (the “Company”) issued a letter from its Chairman, Alastair Still, to provide a year-end update highlighting the key achievements and progress made in 2024 on the Company’s 100% owned Whistler Gold-Copper Project in Alaska located 105 miles from Anchorage, Alaska. A copy of the letter 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 | Letter to Stockholders, dated December 17, 2024 |
| 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> December 17, 2024 | U.S.<br> GOLDMINING Inc. | |
|---|---|---|
| By: | /s/ Tim Smith | |
| Name: | Tim<br> Smith | |
| Title: | Chief<br> Executive Officer |
Exhibit 99.1
U.S.GoldMining Issues Year-End Letter to Shareholders
Anchorage,Alaska – December 17, 2024 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to issue the following letter from its Chairman, Alastair Still, to provide a year-end update highlighting the key achievements and progress made in 2024 on our 100% owned Whistler Gold-Copper Project in Alaska (“Whistler” or the “Project”) located 105 miles from Anchorage, Alaska, U.S.A.
DearFellow Shareholders,
U.S.GoldMining Inc. - Recapping a Transformative Year
As 2024 draws to a close, we reflect on a pivotal year for U.S. GoldMining and the advancement of the Whistler Gold-Copper Project. This year brought meaningful progress across exploration, resource development and community engagement, further strengthening the foundation for our future growth.
KeyAchievements in 2024
In 2024, we achieved several significant milestones, reinforcing Whistler’s position as a leading resource development opportunity in Alaska:
1.Doubling of Indicated Resources
We completed a major update to our mineral resource estimate, which increased Indicated resources by 117% to 6.5 million ounces gold-equivalent (AuEq) along with 4.2 million ounces AuEq in the Inferred category (see news release dated October 7, 2024)^1^. This marks a critical step forward, enhancing our confidence in the quality and scale of the deposit.
2.Continued Exploration Success including 652.5m at 1.00 g/t AuEq
Our 2024 drill campaign delivered strong results, including:
| ● | 652.5m at 1.00 g/t AuEq, further extending Whistler’s high-grade core (see news release<br> September 30, 2024); and, |
|---|---|
| ● | 120m at 1.00 g/t AuEq, highlighting a newly targeted high-grade zone in the western portion<br> of the deposit (see news release November 18, 2024). |
3.On Budget, Strong Environmental Stewardship with Robust Health & Safety
We completed over 13,000 feet (4,006 meters) of drilling ahead of schedule and under budget, with zero safety incidents and no reportable environmental incidents. This success reflects the dedication of our team and the importance we place on responsible operations.
4.Laying the Groundwork for Development
Beyond exploration, we advanced multiple initiatives to prepare Whistler for its next phase:
| ● | Conducted<br> internal mining and metallurgical studies to inform future scoping work. |
|---|---|
| ● | Progressed<br> environmental and archaeological studies to support eventual permitting. |
| ● | Collaborated<br> with Alaskan authorities on the West Susitna Access Road, a project that will improve access<br> to infrastructure and significantly enhance Whistler’s long-term development prospects. |
SupportingLocal Communities
We are committed to ensuring that our activities benefit the communities where we operate. In 2024, we:
| ● | Directed<br> over $4.3 million into the Alaskan economy through partnerships with local contractors and<br> suppliers. |
|---|---|
| ● | Contributed<br> $60,000 to local organizations, supporting initiatives such as the Iron Dog Race and Skwentna<br> Fly-In. |
These efforts reflect our dedication to fostering strong relationships with local stakeholders and contributing to economic growth in south-central Alaska.
Positionedfor a Strong 2025
As we look ahead, the outlook for gold, copper and silver remains positive and we believe Whistler is well-positioned to meet the growing demand for critical minerals. Copper, in particular, is essential for advancing the clean energy transition, making Whistler a potentially valuable contributor to the broader push for sustainable resource security. Alaska represents an attractive jurisdiction to invest in exploration and resource development, with five major hardrock mines currently in production and a comprehensive and efficient permitting regulatory system in place.
Whistler is also set to benefit from strong political support for resource exploration and development in Alaska at both the state and federal level. Following the recent general election, President-elect Trump provided very encouraging messaging about the future of mining in Alaska, stating “During my second term we will continue the fight for Alaska like never before” and “we will maximize Alaska’s mining potential.” (see President Trump’s message on Alaska).
Additionally, with the anticipated development of the West Susitna Access Road, we are aligned with municipal and state government efforts to support responsible resource development. Together, these factors provide a compelling path forward as we continue to advance the project.
ClosingThoughts
This has been a transformative year for U.S. GoldMining, and we are encouraged by the momentum we’ve built. The growing M&A activity in the mining sector and the clear appetite from major producers to acquire large, technically strong projects in safe jurisdictions, underscores Whistler’s strategic importance.
Thank you to our shareholders, employees, and local partners for your continued support as we work to deliver long-term value through the Whistler Gold-Copper Project.
Wishing you a safe and prosperous New Year.
Sincerely,
AlastairStill
Chairman
U.S.GoldMining Inc.
Telephone:1 (855) 630-1001
Email:info@usgoldmining.us
^1^The Whistler mineral resource estimate consists of indicated resources of 294 million tonnes (“Mt”) at 0.68 grams per tonne (“g/t”) gold equivalent (“AuEq”) for 6.48 million ounces (“Moz”) AuEq, and 198 Mt at 0.65 g/t AuEq for an additional 4.16 Moz AuEq.
AuEq equations are calculated consistent with the methodology outlined in Whistler Project technical reports “S-K 1300 Technical Report Summary Initial Assessment for the Whistler Project, South Central Alaska” with an effective date of September 12, 2024, available under the Company’s profile at www.sec.gov, and as referenced in a news release dated October 7, 2024. Specifically: below 10g/t Ag: AuEq=Au + Cu*1.771 +0.0113Ag, and above 10g/t Ag: AuEq=Au + Cu*1.771.
TechnicalInformation
Tim Smith, P.Geo., Chief Executive Officer of U.S. GoldMining, 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.
For details of the Whistler Gold-Copper Project mineral resource estimate see 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, available under the Company’s profile at www.sec.gov, or the technical report titled “NI43-101 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 profile at www.sedarplus.ca.
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 totaling approximately 53,700 acres (217.5 square kilometers).
Visit www.usgoldmining.us for more information.
Foradditional information, please contact:
U.S.GoldMining Inc.
Alastair Still, Chairman
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, including planned future programs and activities. Wordssuch as “expects”, “anticipates”, “plans”, estimates” and “intends” or similarexpressions 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.