8-K - USGO - Equibles

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): January 21, 2026

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**, Suite1830**

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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
---	---

On January 21, 2026, the compensation committee (the “Committee”) of the board of directors of U.S. GoldMining Inc. (the “Company”) approved certain increases to the base annual salaries of Tim Smith as Chief Executive Officer of the Company and Tyler Wong as Chief Financial Officer of the Company. Effective January 1, 2026, Tim Smith’s base annual salary increased from C$145,000 to C$160,000 and Tyler Wong’s base annual salary increased from C$72,500 to C$80,000. The employment terms pursuant to Tim Smith’s and Tyler Wong’s respective employment agreements otherwise remain unchanged.

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> January 22, 2026	U.S.<br> GOLDMINING Inc.
	By:	/s/ Tim Smith
	Name:	Tim<br> Smith
	Title:	Chief<br> Executive Officer