FORM10-Q or Commission File Number:001-41690 U.S. GOLDMINING INC. Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:12,508,883shares of common stock outstanding as of May 14, 2025. U.S. GOLDMINING INC.CONDENSED CONSOLIDATED BALANCE SHEETS U.S. GOLDMINING INC.NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1:Business U.S. GoldMining Inc. (the “Company”) was incorporated under the laws of the State of Alaska as “BRI Alaska Corp.” on June 30,2015. On September 8, 2022, the Company redomiciled from Alaska to Nevada and changed its name to “U.S. GoldMining Inc.”. TheCompany is a subsidiary of GoldMining Inc. (“GoldMining”), a mineral exploration and development company organized under thelaws of Canada listed on the Toronto Stock Exchange and NYSE American. GoldMining owns a controlling interest in the Company The Company’s common stock and common stock purchase warrants are listed on the Nasdaq Capital Market under the symbols The Company is a mineral exploration company with a focus on the exploration and development of a project located in Alaska, USA.The Company’s registered office is 3773 Howard Hughes Pkwy #500s Las Vegas, NV 89169, its principal executive office address is1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, Canada V6E 4A2 and its head operating office address is 301 The Company’s primary asset is the100%-owned Whistler exploration property (the “Whistler Project”) located in Alaska, USA.Access to the Whistler Project area is by fixed wing aircraft to a gravel airstrip located adjacent to the Whistler Project explorationcamp. The Company is undertaking exploration and mining studies to determine whether the Whistler Project contains mineral Note 2:Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with accountingprinciples generally accepted in the United States of America (“U.S. GAAP”). Certain information or footnote disclosures normallyincluded in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanyingcondensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial Consolidation The consolidated financial statements include the financial statements of U.S. GoldMining Inc. and US GoldMining Canada Inc., awholly owned subsidiary of the Company. Subsidiaries are consolidated from the date the Company obtains control and continue to beconsolidated until the date that control ceases. Control is achieved when the Company is exposed to, or has rights to, variable returns All inter-company transactions, balances, income and expenses are eliminated through the consolidation process. U.S. GOLDMINING INC.NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Management’s Use of Estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to makejudgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financialstatements and reported amounts of income and expenses during the quarters presented. On an ongoing basis, management evaluatesits judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and variousother factors it believes to be reasonable under given circumstances as the basis for its judgments and estimates. Actual outcomes maydiffer from these estimates under different assumptions and conditions. Significant estimates made by m