Note 9: Capital Stock

9.1 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 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.

On June 26, 2026, the Company filed a prospectus supplement reducing the maximum aggregate offering price of Common Stock issuable pursuant to the ATM Program to approximately $2.1 million.

On July 6, 2026, the Company filed a prospectus supplement to increase the maximum aggregate offering price of Common Stock issuable pursuant to the ATM Program to approximately $4.2 million, which does not include the Common Stock that were sold pursuant to the ATM Program prior to July 6, 2026, having an aggregate gross sales price of approximately $10.7 million.

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 and six months ended June 30, 2026, the Company sold 47,595 shares of Common Stock, under the ATM Program for gross proceeds of $567,124, with aggregate commissions paid to the agents and other share issuance and settlement costs of $16,334.

U.S. GOLDMINING INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited – Expressed in U.S. Dollars)

Registered Direct Offering

On June 26, 2026, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to issue and sell in a registered direct offering 522,876 newly issued shares of its Common Stock, at a purchase price of $7.65 per share. The gross proceeds to the Company from the registered direct offering were $4,000,001. Aggregate issuance costs payable under the registered direct offering were $26,196. The shares were issued to the investor on July 6, 2026.

9.2 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 June 30, 2026, there were 13,512,860 shares of common stock issued and outstanding and no preferred stock issued and outstanding.

9.3 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 June 30, 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 and six months ended June 30, 2026, the Company recognized stock-based compensation expense of $217,148 and $431,909, respectively ($1,875 and $3,829, respectively, during the three and six months ended June 30, 2025), related to the Restricted Shares.

9.4 Stock Purchase Warrants

A continuity schedule of the Company’s outstanding common stock purchase warrants for the three and six months ended June 30, 2026, is as follows:

 Schedule of Company’s Common Stock Purchase Warrants 

During the three and six months ended June 30, 2026, the Company issued 122,490 shares and 130,823 shares, respectively, of common stock in connection with the exercise of an equal number of warrants. Additionally, during the three and six months ended June 30, 2026, the Company issued 15,107 shares of common stock in connection with the cashless exercise of 325,014 warrants.

During the three and six months ended June 30, 2026, the Company extended the expiration date of its outstanding common stock purchase warrants from April 24, 2026, to May 1, 2026, and 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. The warrants expired on May 22, 2026, and are no longer outstanding.

The incremental fair value resulting from each extension was measured based on the quoted market price of the Company’s publicly traded warrants (“USGOW”) immediately before and after each modification. The aggregate incremental fair value of $599,153 arising from these warrant modifications was recognized as deemed dividends during the six months ended June 30, 2026.

U.S. GOLDMINING INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited – Expressed in U.S. Dollars)

9.5 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.

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 June 30, 2026, the aggregate intrinsic value under the provisions of ASC 718 of all outstanding stock options was $nil. The unrecognized stock-based compensation expense related to the unvested portion of stock options totaled $173,517 to be recognized over the next 0.73 years.

During the three and six months ended June 30, 2026, the Company recognized stock-based compensation expenses of $142,827 and $302,415, respectively ($92,347 and $201,849 respectively, during the three and six months ended June 30, 2025), for the stock options granted.

9.6 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.

U.S. GOLDMINING INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited – Expressed in U.S. Dollars)

The following table summarizes the Company’s RSUs activity:

 Schedule of RSUs Activity 

During the three and six months ended June 30, 2026, the Company recognized stock-based compensation expense of $42,569 and $122,867, respectively ($28,428 and $89,387 respectively, during the three and six months ended June 30, 2025) related to the RSUs.