U.S. GoldMining Inc. has entered into a securities purchase agreement with an institutional investor to sell a total of 408,163 shares of common stock. The shares, which have a par value of $0.001 per share, are being sold at a price of $4.90 per share. The transaction is structured as a registered direct offering and is expected to generate gross proceeds of approximately $1,999,998.70 for the company, prior to the deduction of offering expenses.
The offering is being conducted pursuant to an effective shelf registration statement on Form S-3 (File No. 333-279435) filed with the SEC on May 15, 2024, and declared effective on May 28, 2024. A related prospectus supplement dated November 6, 2026, is being used to facilitate the sale. The company anticipates that the transaction will close on or about November 9, 2026, subject to the satisfaction of customary closing conditions.
U.S. GoldMining Inc. plans to use the net proceeds from the sale for working capital and general corporate purposes. The securities purchase agreement includes customary representations, warranties, and covenants for both the company and the investor. Additionally, the company has agreed to provide the investor with customary indemnification under the terms of the agreement. A copy of the form of purchase agreement is filed as Exhibit 10.1 to this report, and a legal opinion from Haynes and Boone, LLP regarding the validity of the shares is filed as Exhibit 5.1.
