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 911, 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 75.0107 ~~Regulation~~Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders.

On June 911, 2026, U.S. GoldMining Inc. (the “Company”) ~~issued~~held aits ~~press~~2026 ~~release~~annual ~~titled~~meeting of stockholders (the “UAnnual Meeting”).S. As ~~GoldMining~~of ~~Provides~~the ~~Updates~~ close of business on ~~the~~April 22, 2026, ~~Exploration~~the ~~Program~~record ~~and~~date ~~District~~for ~~Infrastructure~~the ~~Catalysts~~Annual atMeeting, ~~its~~there ~~100%~~were ~~Owned~~13,322,493 ~~Whistler~~shares ~~Project~~of the Company’s common stock, ~~Alaska~~par value $0.001 Aper ~~copy~~share of(“Common Stock”), outstanding and entitled to vote on the ~~news~~proposals described below. ~~release~~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 ~~attached~~described ~~hereto~~in asthe ~~Exhibit~~Company’s 99definitive proxy statement filed with the U.1S. Securities and isExchange ~~incorporated~~Commission ~~herein~~on byApril ~~reference~~30, 2026 (the “Proxy Statement”).

~~In accordance with General Instruction B~~1.2 Election of ~~Form 8-K,~~ the ~~information~~six ~~in this Item 7.01 of this Current Report on Form 8-K~~directors, ~~including Exhibit~~each ~~99.1,~~to ~~shall~~serve ~~not~~until ~~be deemed “filed” for~~ the ~~purposes~~next ofannual ~~Section~~meeting 18 of ~~the~~stockholders ~~Securities~~and ~~Exchange~~until ~~Act~~his ofor ~~1934,~~her assuccessor ~~amended (the~~is ~~“Exchange~~duly ~~Act”),~~elected or ~~otherwise subject to the liabilities of that section~~qualified, ~~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 adirector’s ~~filing.~~earlier ~~Furthermore~~death, ~~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~~resignation, ~~including the exhibits hereto, is material~~ or ~~that the dissemination of such information is required by Regulation FD~~removal.

Item 9.01 Financial Statements and Exhibits.

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

~~(d) Exhibits~~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.

Exhibit No.	Description
For	Against	Abstain
99.1	News Release, dated June 9, 2026 (furnished pursuant to Item 7.01 of Form 8-K)
11,600,542	56,132	2,705
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 9, 2026	U.S. GOLDMINING Inc.
Date: June 11, 2026	U.S. GOLDMINING INC.
	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

Filing Compare · U.S. GoldMining Inc.