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 | ||
| The Stock Market LLC | ||||
| The 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 | |