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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): May 30, 2024
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) 338-9788
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 |
Warrants,
each warrant exercisable for one share of Common Stock at an exercise price of $13.00 |
|
USGOW |
|
The
Nasdaq Stock Market LLC |
Item
7.01 |
Regulation
FD Disclosure. |
On
May 30, 2024, U.S. GoldMining Inc. (the “Company”) issued a press release announcing its sustainability initiatives and activities
in summary form for the past year. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in
such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute
a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination
of such information is required by Regulation FD.
Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
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:
May 30, 2024 |
U.S.
GOLDMINING Inc. |
|
|
|
|
By: |
/s/
Tim Smith |
|
Name: |
Tim
Smith |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
U.S.
GoldMining Releases
2024 Sustainability Factsheet
Anchorage,
Alaska – May 30, 2024 – U.S. GoldMining Inc. (NASDAQ: USGO) (“U.S. GoldMining” or the “Company”)
is pleased to announce the publication of the Company’s
sustainability initiatives and activities in summary form (the “Factsheet”) for the past year. The Factsheet provides
a snapshot of the Company’s governance of sustainability-related risks and performance on environmental and community initiatives.
U.S. GoldMining is dedicated to ensuring responsible exploration practices, which minimize harm to the environment and create shared
value for all stakeholders.
The
Factsheet is available on the Company’s website at www.usgoldmining.us.
Sustainability
Factsheet Highlights
| ● | U.S.
GoldMining is committed to advancing the Whistler Gold-Copper Project (“Whistler”
or the “Project”), Alaska |
| ○ | As
Whistler advances through exploration and potentially enters into development and production
in the future, Alaska would stand to benefit from subsequent direct and downstream economic
growth and job creation. |
| ○ | Whistler
has the potential to contribute to the U.S. domestic supply of copper in the future, a critical
metal as defined by the U.S. Department of Energy, which is essential to the clean energy
transition. |
| ● | U.S.
GoldMining spent approximately US$4.3M in 2023 with local Alaskan suppliers and contractors,
demonstrating the Company’s commitment to bring economic opportunities and jobs to
Alaska. |
| ○ | Key
contracts awarded to local businesses include drilling, camp services and maintenance, aviation,
expediting and supply of fuel and other consumables. |
| ● | U.S.
GoldMining’s commitment to supporting local community causes and events is exemplified
by donations in excess of US$60,000 over the past year to, among others, local Alaskan non-government
organizations and to support sporting and community events. |
| ● | U.S.
GoldMining’s steadfast commitment to health and safety management included providing
192 hours of health and safety training to our personnel and contractors, and 2,070 hours
of health and safety initiatives and management activities. |
| ● | U.S.
GoldMining’s policy on diversity and inclusion resulted in 50% female representation
on the Company’s Board of Directors. |
Tim
Smith, Chief Executive Officer of U.S. GoldMining, commented: “I am extremely proud of the efforts we have made as a new organization
in our first year of operation, to have developed and implemented a sustainability program including rollout of environmental baseline
studies, health and safety management systems and processes, and stakeholder engagement programs. We aspire to be stewards of the environment
while advancing the Whistler Gold-Copper Project. As we look ahead to another exciting exploration season this coming summer, we remain
committed to the safety of our people and contractors, continuing respectful community consultation and maintaining environmental sustainability,
ahead of all other objectives.”
About
U.S. GoldMining Inc.
U.S.
GoldMining Inc. is an exploration and development company focused on advancing the 100% owned Whistler Gold-Copper Project, located 105
miles (170 kilometers) northwest of Anchorage, Alaska, U.S.A. The Whistler Project consists of several gold-copper porphyry deposits
and exploration targets within a large regional land package totaling approximately 53,700 acres (217.5 square kilometers).
Visit
www.usgoldmining.us for more information.
For
additional information, please contact:
U.S.
GoldMining Inc.
Alastair Still, Chair
Tim Smith, Chief Executive Officer
Telephone Toll Free: 1-833-388-9788
Email: info@usgoldmining.us
Forward-Looking
Statements
Except
for the statements of historical fact contained herein, the information presented in this news release constitutes “forward-looking
statements” within the meaning of the United States federal securities laws and “forward-looking information” within
the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Such statements include
statements with regard to the Company’s expectations regarding its planned work program and expectations for the Whistler Project.
Words such as “expects”, “anticipates”, “plans”, estimates” and “intends” or similar
expressions are intended to identify forward-looking statements. Forward-looking statements are based on U.S. GoldMining’s current
expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict and involves known and unknown
risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and
other factors include, among others, the actual results of exploration activities, variations in the underlying assumptions associated
with the estimation or realization of mineral resources, accidents, labor disputes and other risks of the mining industry including,
without limitation, those associated with the environment, delays in obtaining governmental approvals, permits or financing, title disputes
or claims limitations on insurance coverage and the other risk factors set forth in the Company’s public filings, including its
most recent Annual Report on Form 10-K, available under the Company’s profiles at www.sec.gov and www.sedarplus.ca. Although the
Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated
or intended. Many of these factors are beyond the Company’s ability to control or predict. There can be no assurance that such
statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document
referred to in this news release. Forward-looking statements contained in this news release are made as of this date, and U.S. GoldMining
does not undertake any duty to update such information except as required under applicable law.
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