Note 7: Capital Stock

7.1 Equity Financing

ATM Program

On May 15, 2024, the Company entered into an At The Market Offering Agreement (the “Sales Agreement”) with a lead agent and co-agents (collectively, the “sales agents”) providing for an at-the-market equity sales program (the “ATM Program”). The ATM Program and the related prospectus supplement initially permitted the Company to sell newly issued shares of its Common Stock having an aggregate offering price of up to $5.5 million from time to time through the sales agents subject to the terms of the Sales Agreement. In September 30, 2025, and December 12, 2025, the Company filed prospectus supplements with the SEC to increase the maximum aggregate amount sold under the ATM Program to $7.6 million and $6.1 million, respectively.

U.S. GOLDMINING INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited – Expressed in U.S. Dollars)

Sales under the ATM Program may be made directly or through the facilities of the NASDAQ or other active trading market in the United States. A fixed cash commission rate of 2.5% on the gross sales price per share of Common Stock sold under the ATM Program is payable to the agents in connection with any such sales.

During the three months ended March 31, 2026 and 2025, no shares of common stock were sold under the ATM Program.

7.2 Common and Preferred Stocks

The authorized share capital of the Company is comprised of 300,000,000 shares of common stock with par value of $0.001 and 10,000,000 shares of preferred stock with par value of $0.001.

As of March 31, 2026, there were 13,322,493 shares of common stock issued and outstanding and no preferred stock issued and outstanding.

7.3 Restricted Shares

On September 23, 2022, the Company adopted an equity incentive plan (the “Legacy Incentive Plan”). The Legacy Incentive Plan only provides for the grant of restricted stock awards. The purpose of the Legacy Incentive Plan is to provide an incentive for employees, directors and certain consultants and advisors of the Company or its subsidiaries to remain in the service of the Company or its subsidiaries. The maximum number of shares of common stock that may be issued pursuant to the grant of the restricted stock awards is 1,000,000 shares of common stock in the Company.

On September 23, 2022, the Company granted awards of an aggregate of 635,000 shares of performance based restricted shares (the “Restricted Shares”) under the Legacy Incentive Plan to certain of its and GoldMining’s executive officers, directors and consultants, the terms of which were amended on May 4, 2023. These awards are subject to performance-based restrictions, whereby the restrictions will be cancelled if certain performance conditions are met in specified periods. As of March 31, 2026, 254,000 of the 635,000 Restricted Shares remain unvested, with the balance having become vested and no longer subject to restrictions.

The unvested Restricted Shares are subject to restrictions that, among other things, prohibit the transfer thereof until certain performance conditions are met. In addition, if such conditions are not met within applicable periods, the restricted shares will be deemed forfeited and surrendered by the holder thereof to the Company without the requirement of any further consideration. The conditions are as follows:

U.S. GOLDMINING INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited – Expressed in U.S. Dollars)

Upon satisfaction of the conditions referenced in both (b) and (c) above (regardless of whether they occur simultaneously or consecutively), all of the unvested Restricted Shares will be 100% vested and will be deemed Released Stock.

In the event the Company files the disclosure specified in Subpart 1300 of the SEC Regulation S-K Report with the SEC or the disclosure specified in Canadian National Instrument 43-101, Standards for Disclosure for Mineral Products, to the relevant Canadian securities regulator (the “Securities Filing”) that includes, in either disclosure, an aggregate estimate of mineral resources for the Whistler Project or any other project owned or operated by the Company of 3,000,000 additional gold or gold equivalent ounces from the amount reported on the disclosure specified in the Company’s Subpart 1300 of the SEC Regulation S-K Report dated September 22, 2022, 190,500 Restricted Shares will be deemed released as of the date of such Securities Filing (or if such amount exceeds the number of shares of Restricted Shares that have not yet become Released Stock at the time, such lesser number of shares of Restricted Shares) reducing, on a proportional basis, the number of unvested shares of Restricted Shares subject to each vesting condition.

During the three months ended March 31, 2026, and 2025, the Company recognized stock-based compensation expense of $214,761 and $1,954, respectively, related to the Restricted Shares.

7.4 Share Purchase Warrants

A continuity schedule of the Company’s outstanding common stock purchase warrants for the three months ended March 31, 2026, is as follows:

 Schedule of Company’s Common Stock Purchase Warrants

Subsequent to March 31, 2026, the Company extended the expiration date of its outstanding common stock purchase warrants from April 24, 2026, to May 1, 2026, and subsequently, further extended the expiration date of the warrants from May 1, 2026, to May 11, 2026, and from May 11, 2026, to May 22, 2026.

7.5 Stock Options

On February 6, 2023, the Company adopted a long term incentive plan (“2023 Incentive Plan”). The purpose of the 2023 Incentive Plan is to provide an incentive for employees, directors and certain consultants and advisors of the Company or its subsidiaries to remain in the service of the Company or its subsidiaries. The 2023 Incentive Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units (the “RSUs”), performance awards, restricted stock awards and other cash and equity-based awards. The aggregate number shares of common stock issuable under the 2023 Incentive Plan in respect of awards shall not exceed 10% of the common stock issued and outstanding.

U.S. GOLDMINING INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited – Expressed in U.S. Dollars)

The stock options are exercisable for a period of five years from the date of grant and will vest as follows: (a) 25% on the grant date; and (b) 25% on each of the dates that are six, twelve and eighteen months thereafter. The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant date fair value of stock options granted:

 Schedule of Weighted Average Basis Assumption Used in the Black-Scholes Option Pricing Model

The following table summarizes the Company’s stock option activity:

 Schedule of Stock Option Activity

As of March 31, 2026, the aggregate intrinsic value under the provisions of ASC 718 of all outstanding stock options was $769,885. The unrecognized stock-based compensation expense related to the unvested portion of stock options totaled $316,344 to be recognized over the next 0.92 years.

During the three months ended March 31, 2026, and 2025, the Company recognized stock-based compensation expense of $159,588 and $109,502, respectively, related to stock options.

7.6 Restricted Stock Units

The Company’s RSUs vest in four equal annual instalments during the recipient’s continual service with the Company. The compensation expense is calculated based on the fair value of each RSU as determined by the closing value of the Company’s common stock at the date of the grant. The Company recognizes compensation expense over the vesting period of the RSUs.

The following table summarizes the Company’s RSUs activity:

 Schedule of RSUs Activity

During the three months ended March 31, 2026, and 2025, stock-based compensation expense of $80,298 and $60,959, respectively, were recognized related to the RSUs.

U.S. GOLDMINING INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited – Expressed in U.S. Dollars)