U.S. GoldMining 完成約 400 萬美元註冊直接發售，每股定價 7.65 美元

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
8-K

 

CURRENT
REPORT

 

Pursuant
to Section 13 or 15(d) of

the
Securities Exchange Act of 1934

 

Date
of Report (Date of earliest event reported): June 26, 2026

 

U.S.
GoldMining Inc.

(Exact
name of registrant as specified in its charter)

 

Nevada

(State
or other jurisdiction of incorporation)

 

 
 001-41690
  
 37-1792147

 
 (Commission

 File
 Number)

  
 (IRS
 Employer

 Identification
 No.)

 
 

1188
West Georgia Street, Suite 1830

Vancouver,
BC, Canada, V6E 4A2

(Address
of principal executive offices) (Zip Code)

 

Registrant’s
telephone number, including area code: (604) 388-9788

 

Not
Applicable

(Former
name or former address, if changed since last report)

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

 

 
 ☐
 Written communications
 pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
  
  

 
 ☐
 Soliciting material pursuant
 to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
  
  

 
 ☐
 Pre-commencement communications
 pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
  
  

 
 ☐
 Pre-commencement communications
 pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ☒

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities
registered pursuant to Section 12(b) of the Act:

 

 
 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 
 Common Stock, par value
 $0.001 per share
  
 USGO
  
 The Nasdaq Stock Market
 LLC

 
 

 

 

  

  

 

 

 
 Item 1.01
 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 from the Offering are expected
to be approximately $4.0 million before deducting offering expenses payable by the Company.

 

The
Shares will be offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-279435)
which was filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2024, and declared effective by the SEC
on May 28, 2024, and related base prospectus and a prospectus supplement dated June 26, 2026, thereunder.

 

The
Offering is expected to close on June 29, 2026, subject to the satisfaction of customary closing conditions. The Company
currently plans to use the net proceeds from the Offering for working capital and general corporate purposes.

 

The
Purchase Agreement includes customary representations, warranties and covenants by the Company and the Investor. The representations,
warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific
dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting
parties. Additionally, the Company has agreed to provide the Investor with customary indemnification under the Purchase Agreement.

 

The
foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the
form of Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on form 8-K and is incorporated by reference
herein.

 

The
legal opinion and consent of Haynes and Boone, LLP relating to the validity of the Shares is filed as Exhibit 5.1 to this Current Report
on Form 8-K and is incorporated herein by reference.

 

Item 9.01Financial
 Statements and Exhibits.

 

(d) Exhibits. 

 

 
 Exhibit
  
 Description

 
  
  
  

 
 5.1
  
 Opinion of Haynes and Boone, LLP

 
 10.1
  
 Form of Securities Purchase Agreement, dated June 26, 2026, by and among the Company and the investor signatory thereto.

 
 23.1
  
 Consent of Haynes and Boone, LLP (included in Exhibit 5.1)

 
 104
  
 Cover
 Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

  

  

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

 

 
 Date: June 29, 2026
 U.S. GOLDMINING
 INC.

 
  
  
  

 
  
 By:
 /s/ Tim Smith
 

 
  
 Name:
 Tim Smith

 
  
 Title:
 Chief Executive Officer