GoldMining Inc. 4

What Happened

GoldMining Inc., reported as a 10% owner of U.S. GoldMining Inc. (USGO), exercised warrants on 2026-05-15 to acquire 122,490 common shares at an exercise price of $13.00 per share, for a cash outlay of $1,592,370. The filing shows a corresponding disposition entry for the derivative instrument (the warrants) at $0, reflecting that the warrants were converted/terminated upon exercise (see footnote F1).

This transaction is an acquisition (exercise of warrants), not a sale of shares.

Key Details

• Transaction date: 2026-05-15
• Shares acquired: 122,490 common shares at $13.00 per share
• Cash paid: $1,592,370
• Derivative disposition: 122,490 warrants disposed at $0 (warrants extinguished upon exercise) — Footnote F1: exercise of warrants to purchase common stock at $13.00 per share
• Filing date: 2026-05-19 (Form 4 filed; timing appears consistent with standard filing deadlines)
• Shares owned after transaction: not specified in the provided filing excerpt

Context

• This was an exercise of warrants (derivative instruments) into common stock. The separate "disposed" line at $0 represents the warrants being converted/terminated, not a market sale of shares.
• As a 10% owner (institutional/large shareholder), this is related-party ownership activity rather than typical executive trading. Purchases or exercises increase insider-held shares, but filings alone don't reveal the holder's motivations.