U.S. GoldMining Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number:001-41690 U.S. GOLDMINING INC.(Exact name of registrant as specified in its charter) 1188 West Georgia Street, Suite 1830,Vancouver, BC, CanadaV6E 4A2(Address of principal executive offices)(Zip Code) (604) 388-9788(Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) 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),and (2) has been subject to such filing requirements for the past 90 days. 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 theregistrant was required to submit such files). Yes☒No☐ 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”, “smallerreporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Large accelerated filer☒Non-accelerated filer☒Emerging growth company ☐Accelerated filer☒Smaller reporting company 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: 13,354,420shares of common stock outstanding as of May 13, 2026. U.S. GOLDMINING INC. TABLE OF CONTENTS PART I – FINANCIAL INFORMATION3Item 1.Financial Statements3Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 3.Quantitative and Qualitative Disclosures About Market Risk23Item 4.Controls and Procedures23PART II – OTHER INFORMATION24Item 1.Legal Proceedings24Item 1A.Risk Factors24Item 2.Unregistered Sales of Equity Securities and Use of Proceeds24Item 3.Defaults Upon Senior Securities24Item 4.Mine Safety Disclosures24Item 5.Other Information24Item 6.Exhibits24SIGNATURES252 PART I – FINANCIAL INFORMATION U.S. GOLDMINING INC.CONDENSED CONSOLIDATED BALANCE SHEETS(Unaudited – Expressed in U.S. Dollars) U.S. GOLDMINING INC.NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited – Expressed in U.S. Dollars) 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 Companyof 9,878,261 shares of common stock and common stock purchase warrants to purchase up to 122,490 shares of common stock,representing approximately 74.1% of the outstanding shares of the Company as of March 31, 2026. The Company’s common stock and common stock purchase warrants are listed on the Nasdaq Capital Market under the symbols“USGO” and “USGOW”, respectively. 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 301Calista Court, Suite 200, Office 203, Anchorage, AK 99518. The Company’s primary asset is the 100%-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 mineralreserves where extraction is technically f