U.S. GoldMining Inc美股招股说明书(2025-12-12版)

Up to $6,117,000 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated May 28, 2024 (the “ATM Prospectus”),to the accompanying base prospectus, dated May 28, 2024 (the “Base Prospectus” and, collectively with the ATM Prospectus, the“Prospectus”), filed as a part of our registration statement on Form S-3 (File No. 333-279435) (the “Registration Statement”), assupplemented by the prospectus supplement, dated September 30, 2025, relating to the offering, issuance and sale by us of ourcommon stock, par value $0.001 per share (“Common Stock”), from time to time that may be issued and sold under the At The MarketOffering Agreement (the “Sales Agreement”), dated May 15, 2024, with H.C. Wainwright & Co., LLC, as lead agent (the “LeadAgent”) and the co-agents party thereto (collectively with the Lead Agent, the “Sales Agents”). Through the date hereof, we have soldan aggregate of $10,099,081.50 of shares of our Common Stock through the Sales Agents under the Sales Agreement. This prospectussupplement should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that theinformation herein amends or supersedes the information contained in the Prospectus. This prospectus supplement is not completewithout, and may only be delivered or utilized in connection with, the Prospectus, and any future amendments or supplements thereto. We are filing this prospectus supplement to: (i) reflect that Ventum Financial Corp. and Stifel, Nicolaus & Company, Incorporated areadded as co-agents under the Sales Agreement, and Laurentian Bank Securities Inc. and Roth Capital Partners, LLC are removed asco-agents under the Sales Agreement and (ii) amend the ATM Prospectus to update the maximum amount of shares we are eligible tosell under our Registration Statement pursuant to General Instruction I.B.6 of Form S-3. As a result of these limitations and the currentpublic float of our Common Stock, and in accordance with the terms of the Sales Agreement, we may offer and sell shares of ourCommon Stock having an aggregate offering price of up to $6,117,000 from time to time through the Sales Agents, which does notinclude the shares of Common Stock having an aggregate sales price of $10,099,081.50 that were sold pursuant to the Prospectus andin accordance with the Sales Agreement to date. In the event that we may sell additional amounts under the Sales Agreement inaccordance with General Instruction I.B.6, we will file another prospectus supplement prior to making such additional sales. None ofour shares of Common Stock will be offered or sold in Canada under this prospectus supplement and the accompanying ATMProspectus. As of the date of this prospectus supplement, the aggregate market value of our outstanding Common Stock held by non-affiliates, orthe public float, was $46,841,206, which was calculated based on 3,230,428 shares of our outstanding Common Stock held by non-affiliates at a price of $14.50 per share, the closing price of our Common Stock on the Nasdaq Capital Market on October 14, 2025.During the 12 calendar months prior to, and including, the date of this prospectus supplement, we sold securities with an aggregatemarket value of approximately $9,495,847 pursuant to General Instruction I.B.6 of Form S-3. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 3 of the ATM Prospectus andany similar section included in any accompanying prospectus supplement and in the documents incorporated by reference inthe ATM Prospectus for a discussion of the factors you should carefully consider before deciding to purchase these securities. Our Common Stock and warrants to purchase shares of Common Stock (the “Warrants”) are listed on the Nasdaq Capital Marketunder the symbols “USGO” and “USGOW”, respectively. On December 11, 2025, the last reported sale price of our common stockand Warrants as reported on the Nasdaq Capital Market was $10.31 and $0.5423 per share, respectively. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is acriminal offense. Lead Agent H.C. Wainwright & Co. Co-Agents Ventum Financial Corp. Stifel The date of this prospectus supplement is December 12, 2025. PLAN OF DISTRIBUTION We have entered into a sales agreement with the Lead Agent and the co-agents party thereto, under which we may issue and sell fromtime to time shares of our common stock, subject to certain limitations, through the Designated Agent as our sales agent. Pursuant tothis prospectus and the accompanying base prospectus, we may offer and sell shares of our common stock having an aggregateoffering price of up to $6,117,000. Sales of the common stock, if any, will be made by any method permitted by law deemed to be an“a