U.S. GoldMining Inc.

8-K · form8-k.htm

0001947244

 2026-06-11
 2026-06-11

 0001947244

 USGO:CommonStockParValue0.001PerShareMember

 2026-06-11
 2026-06-11

 0001947244

 USGO:WarrantsEachWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf13.00Member

 2026-06-11
 2026-06-11

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

  

 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 11, 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

 Warrants,
 each warrant exercisable for one share of Common Stock at an exercise price of $13.00
  
 USGOW
  
 The
 Nasdaq Stock Market LLC

  

  

  

  

  

  

 Item
 5.07
 Submission
 of Matters to a Vote of Security Holders.

  

 On
June 11, 2026, U.S. GoldMining Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”).
As of the close of business on April 22, 2026, the record date for the Annual Meeting, there were 13,322,493 shares of the Company’s
common stock, par value $0.001 per share (“Common Stock”), outstanding and entitled to vote on the proposals described below.
The matters described below were submitted to a vote of the holders of the Company’s Common Stock at the Annual Meeting. Each proposal
is described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2026
(the “Proxy Statement”).

  

 1.
 Election
 of the six directors, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected
 or qualified, or such director’s earlier death, resignation, or removal.

  

 Nominee
  
 For
  
 Withhold
 Authority
  
 Broker
 Non-Votes

 Alastair Still
  
 10,843,315
  
 9,783
  
 806,281

 Garnet Dawson
  
 10,777,523
  
 75,575
  
 806,281

 Ross Sherlock
  
 10,835,246
  
 17,852
  
 806,281

 Lisa
 Wade
  
 10,829,910
  
 23,188
  
 806,281

 Laura Schmidt
  
 10,728,982
  
 124,116
  
 806,281

 Aleksandra Bukacheva
  
 10,830,017
  
 23,081
  
 806,281

    

 2.
 Ratification
 of the appointment of Deloitte LLP, Chartered Professional Accountants, as the Company’s independent registered public accounting
 firm for the fiscal year ending December 31, 2026.

  

 For
  
 Against
  
 Abstain

 11,600,542
  
 56,132
  
 2,705

  

 For
more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.
The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.

  

  

  

  

 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 11, 2026
 U.S.
 GOLDMINING INC.

  
  
  

  
 By:
 /s/
 Tim Smith

  
 Name:
 Tim
 Smith

  
 Title:
 Chief
 Executive Officer