U.S. GoldMining Inc. filed a Form 8-K on November 9, 2026, disclosing that on November 6, 2026, it entered into a securities purchase agreement with an institutional investor to sell 408,163 shares of common stock at $4.90 per share in a registered direct offering.

Key Highlights

  • Shares offered: 408,163 shares of common stock, par value $0.001 per share, at $4.90 per share.
  • Gross proceeds: Expected to be approximately $1,999,998.70 before deducting offering expenses payable by the Company.
  • Use of proceeds: The Company currently plans to use the net proceeds for working capital and general corporate purposes.
  • Expected closing: On or about November 9, 2026, subject to customary closing conditions.
  • Registration: Shares offered under a Form S-3 shelf registration (File No. 333-279435), declared effective by the SEC on May 28, 2024, and a prospectus supplement dated November 6, 2026.
  • Legal opinion: Haynes and Boone, LLP provided a legal opinion relating to the validity of the shares, filed as Exhibit 5.1.

U.S. GoldMining Enters Registered Direct Offering Agreement with Institutional Investor

According to the filing, U.S. GoldMining Inc. (NASDAQ:USGO) entered into a securities purchase agreement on November 6, 2026, with a single institutional investor identified only as "the Investor." Under the agreement, the Company agreed to issue and sell 408,163 shares of its common stock at a purchase price of $4.90 per share in a registered direct offering. The expected gross proceeds are approximately $1,999,998.70, before deducting any offering expenses payable by the Company.

The filing states that the shares are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-279435), which was filed with the SEC on May 15, 2024, and declared effective on May 28, 2024. A prospectus supplement dated November 6, 2026, was also filed in connection with the offering. The Company disclosed that it currently plans to use the net proceeds for working capital and general corporate purposes.

The Purchase Agreement includes, according to the filing, "customary representations, warranties and covenants by the Company and the Investor," with the Company also agreeing to provide the Investor with customary indemnification. The filing notes that "the representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties." The Form 8-K was signed by Tim Smith, Chief Executive Officer, on November 9, 2026.

What Was Disclosed

U.S. GoldMining Inc. disclosed entry into a securities purchase agreement on November 6, 2026, to sell 408,163 common shares at $4.90 each to an institutional investor in a registered direct offering, with gross proceeds expected to total approximately $1,999,998.70.