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 21, 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.)

 

1830-1188 West Georgia Street

Vancouver, BC, Canada, V6E 4A2

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (604) 338-9738

 

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 21, 2023, U.S. GoldMining Inc. (the “Company”) issued a press release announcing that it has commenced its 2023 Phase 1 Drilling Program at its 100% owned 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 21, 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 21, 2023	U.S. GOLDMINING Inc.
	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

 

 

U.S. Goldmining commences drilling PROGRAM at

whistler GoLD-CoPPER project, Alaska

 

Anchorage, Alaska – August 21, 2023 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”) is pleased to announce the commencement of the Company’s 2023 Phase 1 Drilling Program (the “Program”) at its 100% owned Whistler gold-copper project (“Whistler” or the “Project”) in Alaska, USA.

 

Phase 1 Drilling Program Overview:

 

●	Phase 1 of a multi-phase exploration program has now commenced, including core drilling of an initial 5,000 meters at Whistler.
●	Objectives of the overall 10,000-meter drilling program are to expand and increase confidence in the existing gold-copper deposits at Whistler, as well as testing prospective exploration targets for potential discovery of additional gold-copper porphyry mineral deposits in close proximity to existing mineralization.
●	The Program will advance the underlying geologic model to support an updated Whistler mineral resource estimate. On completion, this updated mineral resource estimate will underpin a proposed Preliminary Economic Assessment (“PEA”) which is currently expected to commence in the second half of 2024.
●	In addition to targeting exploration and mineral resource expansion, the Program is designed to deliver additional technical data which will support geotechnical and geometallurgical studies in support of the proposed PEA.
●	Renovation work on the existing Whistler camp was completed as scheduled in July 2023 and a diamond core drill was subsequently mobilized to site in early August 2023.
●	The Company is fully permitted to conduct the planned exploration activities at Whistler, following the receipt of an amended permit in July 2023, from the Alaska Department of Natural Resources, which will enable potential expansion of the Program if warranted in the future.

 

Tim Smith, Chief Executive Officer of U.S. GoldMining, commented: “The start of our inaugural exploration drilling campaign at Whistler marks an important milestone for U.S. GoldMining. Whistler has not been actively explored in more than a decade, and by utilizing new technology and applying our team’s technical expertise, we aim to gain a better understanding of the mineral systems and the potential development options for Whistler. The Program will explore extensions along strike and to depth, as well as prioritize the improved delineation of higher-grade zones within the existing Whistler gold-copper deposit. We are excited that drilling has commenced and look forward to releasing assay results from the drill program as they become available.”

 

Phase 1 of the Program, comprising an initial 5,000 meters of the budgeted and fully funded 10,000-meter drilling program, is expected to be completed in the last calendar quarter of 2023. The drill core will be logged and sampled at our Whistler facility and samples will be sent to the Bureau Veritas North America Ltd. laboratory in Fairbanks, AK, for processing and assaying.

 

About U.S. GoldMining Inc.

 

U.S. GoldMining Inc. is an 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

 

Technical Information

 

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.

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements within the meaning of the United States federal securities laws and forward-looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Such statements include statements with regard to the Company’s expectations regarding its planned work program and expected resource estimates and other studies regarding Whistler and its expectations regarding the project. 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 initial public offering, 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. 21, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 21, 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	1830-1188 West Georgia Street
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V6E 4A2
City Area Code	(604)
Local Phone Number	338-9738
Written Communications	false
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

---