USGO US GoldMining Inc

 

 

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

 

Date of Report (Date of earliest event reported): August 8, 2023

 

U.S. GoldMining Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation)

 

001-41690		37-1792147
(Commission File Number)		(IRS Employer Identification No.)

 

1030 West Georgia Street, Suite 1830

Vancouver, BC, Canada, V6E 2Y3

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (914) 233-3004

 

Not Applicable

(Former name 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement 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 Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00		USGOW		The Nasdaq Stock Market LLC

 

 

 

Item 7.01

Regulation FD Disclosure.

 

On August 8, 2023, U.S. GoldMining Inc. (the “Company”) issued a press release announcing that the Alaska State Governor recently visited the Company’s Whistler gold-copper project in Alaska. A copy of the press 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		Press Release, dated August 8, 2023
104		Cover 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: August 8, 2023	U.S. GOLDMINING Inc.
	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

 

alaska Governor MIKE Dunleavy visits whistler GoLD-CoPPER project and U.S. Goldmining Provides Update on Proposed access road

 

Anchorage, Alaska – August 8, 2023 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to provide details on Alaska State Governor Mike Dunleavy’s recent visit to the Company’s Whistler gold-copper project (“Whistler”) in Alaska, USA. The Company is also pleased to provide updates on recent significant advancements in Alaska State’s ‘Roads to Resources’ initiative which includes the proposed West Susitna Access Road (“WSAR”) to the Whistler project.

 

Highlights:

 

●	Alaska State Governor Mike Dunleavy and Alaska Department of Transportation and Public Facilities (“DOT&PF”) Commissioner, Ryan Anderson, visited the Company’s Whistler Project on August 3, 2023, accompanied by U.S. GoldMining’s CEO, Tim Smith.
●	Governor Dunleavy’s visit to Whistler comprised part of an overview tour of the WSAR, a proposed approximately 100 mile-long road corridor which will connect Whistler with existing highway, rail, power and port infrastructure, and a large and skilled workforce living in the tri-city municipalities of Anchorage, Palmer and Wasilla.
●	On July 27, 2023, DOT&PF announced plans to include the first 15 miles of the WSAR, including a major bridge over the Susitna River, within the draft ‘2024-2027 Statewide Transportation Improvement Program’ with funding set aside for construction to begin in 2025, pending permitting.
●	Subsequent to the DOT&PF announcement, on July 28, 2023, the Alaska Industrial Development and Export Authority (“AIDEA”) announced that it will continue working on a separate and additional portion of the WSAR, extending beyond the proposed DOT&PF road build to establish an industrial access corridor to several exploration and development projects in the West Susitna Mining District, including the Company’s Whistler project.
●	On July 18, 2023, Matanuska-Susitna (“MatSu”) Borough Assembly recently approved a resolution to pursue federal or state funding to convert 18 miles of partially completed rail embankment into a paved road suitable for heavy haulage, which will link the DOT&PF planned portion of the WSAR with Port Mackenzie existing port facilities and infrastructure.

 

Tim Smith, CEO of U.S. GoldMining, commented: “We greatly appreciate Governor Dunleavy visiting the Whistler project as we ramp up our exploration and development activities at site. Alaska’s policy under Governor Dunleavy’s administration of investing in critical infrastructure to stimulate growth in Alaska’s economy, was an important catalyst for U.S. GoldMining to launch its highly successful IPO in April 2023. The State’s and MatSu Borough’s investment in the design, permitting and potential build of the proposed transportation corridor represents significant benefits to the State and people of Alaska in providing good jobs and economic opportunities via the future potential development of natural resources in the West Susitna Mining District. U.S. GoldMining looks forward to working with all governments, agencies and stakeholders as we advance the exciting Whistler gold-copper project”.

 

About the proposed West Susitna Access Road

 

The WSAR comprises an approximately 100-mile-long transportation corridor across the West Susitna valley to the Alaska Range, which will connect existing road, power, rail and port infrastructure in the MatSu Valley with the West Susitna Mining District. The proposed road has been the subject of several studies over the past decade which have indicated that a road would provide significant benefits to the local community and the State of Alaska including recreation, subsistence and other resource harvesting opportunities and enable access to a mining epicenter for gold, copper and strategic minerals. The route of the current road design lies 100% on MatSu Borough owned or State of Alaska land.

 

 

 

 

Figure 1 U.S. GoldMining CEO Tim Smith (left) and Alaska Governor Mike Dunleavy (right) standing on the Whistler Gold-Copper Project, overlooking the camp site, airstrip and Skwentna River valley. August 3, 2023.

 

 

Figure 2 Map of the Matanuska-Susitna (“MatSu”) district showing the designed route of the proposed West Susitna Access Road (“WSAR”) which would connect the Whistler Project with highway, rail, power and port infrastructure adjacent to the fastest growing region in Alaska, the MatSu Valley and twin cities of Wasilla and Palmer. The WSAR is labelled with the lead proponent for each segment of the road, including: AIDEA (“Alaska Industrial Development and Export Authority”); ‘DOT’ (Alaska “Department of Transportation”); and ‘Matsu’ (“Matsu Borough Assembly”).

 

 

 

About U.S. GoldMining Inc.

 

U.S. GoldMining Inc. is a mining, exploration and development company focused on advancing the Whistler gold-copper project, located 105 miles (170 km) 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 217.5 sq km (53,700 acres). Visit www.usgoldmining.us for more information.

 

For additional 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-Looking Statements

 

This news release contains certain forward-looking statements, including forward-looking information and statements within the meanings of applicable Canadian securities laws and within the meaning of the United States federal securities laws (collectively, “forward-looking statements”). Such statements include statements with regard to the Company’s expectations regarding the Whistler project, planned exploration and development work and the potential to expand existing resource estimates. Words such as “expects”, “anticipates” and “intends” or similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on U.S. GoldMining’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the prospectus filed with the applicable Canadian regulatory authorities and with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the IPO, as well as other filings made by the Company with the applicable Canadian regulatory authorities available on SEDAR at www.sedarplus.ca and with the SEC on EDGAR at www.sec.gov. Forward-looking statements contained in this news release are made as of this date, and U.S. GoldMining does not undertake any duty to update such information except as required under applicable law.

 

 

v3.23.2

Cover	Aug. 08, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 08, 2023
Entity File Number	001-41690
Entity Registrant Name	U.S. GoldMining Inc.
Entity Central Index Key	0001947244
Entity Tax Identification Number	37-1792147
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1030 West Georgia Street
Entity Address, Address Line Two	Suite 1830
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V6E 2Y3
City Area Code	(914)
Local Phone Number	233-3004
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	USGO
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00
Title of 12(b) Security	Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00
Trading Symbol	USGOW
Security Exchange Name	NASDAQ

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