The provided text is only the standard Item 5.02 header and does not contain specific details about a person, role, or action.

is incorporated herein by reference. Mr. DeLucchi, age 63 years old, served as President and CEO of Madison Group from 2020 to October 2026 and served as President and CEO of Madison Pacific Properties Inc. from 2023 to 2025. Prior to joining Madison Group, Mr. DeLucchi spent over 35 years with PricewaterhouseCoopers (“PwC”), including 21 years as Partner. During his tenure at PwC, he served as the Managing Partner for the British Columbia Region from 2009 to 2017 and was elected to the Natio…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on August 11, 2026, Aleksandra Bukacheva notified U.S. GoldMining Inc. (the “Company”) of her resignation as a member of the Company’s Board of Directors (the “Board”), including as a member of the Nominating and Corporate Governance Committee and the Compensation Committee, and as the Chairperson of the Audit Committee of the Board (the “Audit Committee”), effective as…

Entry Into a Material Definitive Agreement. On June 26, 2026, U.S. GoldMining Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Offering”) 522,876 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, at a purchase price of $7.65 per share. The gross proceeds to the Company fro…

Entry into a Material Definitive Agreement. On April 23, 2026, U.S. GoldMining Inc. (the “ Company ”) entered into an amendment (the “ Amendment ”) with Continental (as defined below) to the Warrant Agency Agreement (the “ Agency Agreement ”), dated as of March 9, 2023, by and between the Continental Stock Transfer & Trust Company, as warrant agent ( “ Continental ” ), in connection with the Company’s initial public offering of units, each consisting of (i) one share of common stock, par valu…

The filing details a routine compensation adjustment for existing officers.

The filing details the approval of stock option and restricted stock unit awards to existing officers.

Other Events. On December 12, 2025, U.S. GoldMining Inc. (the “Company”) filed a prospectus supplement to increase the maximum number of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, issuable pursuant to that certain At The Market Offering Agreement dated May 15, 2024, by and between the Company and H.C. Wainwright & Co., LLC, as representative of the several agents party thereto (as supplemented or modified to date, the “ATM Agreement”). Effective December…

Other Events. On September 30, 2025, U.S. GoldMining Inc. (the “Company”) filed a prospectus supplement to increase the maximum number of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, issuable pursuant to that certain At The Market Offering Agreement dated May 15, 2024, by and between the Company and H.C. Wainwright & Co., LLC, as representative of the several agents party thereto. Attached hereto as Exhibit 5.1 to this Current Report is the opinion of Hayne…

The filing pertains to an amendment of vesting conditions for restricted stock awards, which is a routine administrative matter.

CEO — Tim Smith: Mr. Tim Smith's employment agreement was renewed and updated, continuing his role as CEO.

Chief Financial Officer — Tyler Wong: Tyler Wong was promoted from Interim Chief Financial Officer to Chief Financial Officer with a salary increase and equity awards.

Entry into a Material Definitive Agreement. On April 19, 2023, U.S. GoldMining Inc. (the “ Company ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with H.C. Wainwright & Co., LLC (“ Wainwright ” or the “ representative ”) as the representative of the underwriters named therein and joint book-running manager, BMO Capital Markets Corp. as joint book-running manager (“ BMO ”) and Laurentian Bank Securities Inc. and Sprott Capital Partners LP as the co-managers (collect…