U.S. GoldMining Inc.

U.S. GoldMining Inc. is a junior gold exploration company headquartered in Vancouver, Canada, operating primarily in USA. The company's portfolio consists of 1 advanced exploration project. Key assets include Whistler. The organization operates as an exploration-stage enterprise focused on advancing a single asset acquired in 2015. Following its initial public offering in 2023, the business model centers on deploying capital to execute exploration programs designed to define and expand mineralization. Metallurgical studies indicate amenability to conventional flotation processes to produce concentrates with valuable by-products, although the entity has no history of mineral production or earnings. The company competes with larger, better-capitalized firms for mineral properties, technical expertise, labor, and funding. Its operational approach relies on a small internal team supplemented by third-party contractors for specialized services, including geological work, drilling operations, and engineering design. This structure is intended to maintain a flexible and scalable cost base. The enterprise is a subsidiary of a publicly listed exploration and development company, which remains its controlling shareholder post-IPO.

The company's strategy is to enhance asset value through focused exploration and advancement of its sole project. Near-term objectives involve a multi-phase drilling program designed to expand and increase confidence in existing deposits while testing prospective exploration targets. The long-term strategy may include pursuing compelling acquisition opportunities that offer potential for significant growth through further exploration and development. Management intends to capitalize on its team's extensive sector experience in exploration, development, and capital markets to execute this strategy. A core component of the business model is cost efficiency, achieved by operating with a lean, highly experienced team and leveraging third-party resources as needed. This approach is designed to ensure a scalable and flexible cost structure, enabling the organization to pursue new growth opportunities in a value-enhancing manner. The ultimate goal is to advance its project toward a state of commercial viability.

Executive leadership is headed by a Chief Executive Officer with 30 years of industry experience in exploration, project advancement through feasibility, and mine production. The board of directors is composed of 6 members, 4 of whom are designated as independent. Board oversight is structured through an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Sustainability Committee. The Audit Committee, comprised entirely of independent directors, met 4 times in fiscal 2024 to oversee financial reporting and internal controls. The Compensation Committee, which includes a non-independent director under the "controlled company" exemption, met twice to review executive compensation. Certain directors and officers also hold positions at the parent company, creating potential conflicts of interest that are managed through established governance protocols. The governance framework is further supported by an insider trading policy, which prohibits hedging transactions, and a clawback policy applicable to all incentive compensation.

The organization's sustainability approach is overseen by the board of directors, with specific responsibilities delegated to a dedicated Sustainability Committee. Environmental management practices include the establishment of operational procedures to identify risks, set controls, and minimize impacts, with all exploration activities conducted to prevent undue degradation. The company has completed environmental baseline studies covering water quality, fish species, wetlands, and wildlife. All exploration to date has occurred on previously disturbed land, and there are no species listed as threatened or endangered in the project area. The Health and Safety program involves risk identification, worker training on specific protocols, and regular monitoring of prevention measures. Community engagement initiatives include partnering with local suppliers and contractors to support the local economy and commencing consultations with community organizations, native groups, and government stakeholders to share project plans.

The company operates as a subsidiary of GoldMining Inc., which holds approximately 79.3% of its outstanding common stock, classifying it as a "controlled company" under Nasdaq rules. The corporate structure includes a wholly-owned Canadian subsidiary, US GoldMining Canada Inc. The company's primary asset was acquired in 2015 through an asset purchase agreement with Kiska Metals Corporation and Geoinformatics Alaska Exploration, Inc. As part of its formation and asset acquisition, the company assumed obligations for several pre-existing royalty agreements. These include a 2.75% net smelter return royalty granted to a predecessor of Osisko Mining (USA) Inc., a 2.0% net proceeds royalty interest held by a successor to Sandstorm Gold Ltd., and a 1.0% net smelter return royalty issued to Gold Royalty U.S. Corp. in 2021. Gold Royalty U.S. Corp. also holds a right to acquire a further 0.75% NSR for a payment of $5,000,000.