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. On September 30, 2025, and December 12, 2025, the Company filed prospectus supplements with the U.S. Securities and Exchange Commission (the “SEC”) to increase the maximum aggregate offering amount of Common Stock issuable 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.

U.S. GOLDMINING INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited – Expressed in U.S. Dollars)

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 shares of 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 nine months ended September 30, 2026, the Company sold 73,987 and 121,582 shares of Common Stock, respectively, under the ATM Program for gross proceeds in each period of $695,890 and $1,263,014. Aggregate commissions paid to the agents under the ATM Program were $18,634 and $34,968 in the three and nine months ended September 30, 2026, respectively.

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. 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 September 30, 2026, there were 14,114,648 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 September 30, 2026, 158,750 of the 635,000 Restricted Shares remain unvested, with the balance having become vested and no longer subject to restrictions.

U.S. GOLDMINING INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited – Expressed in U.S. Dollars)

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:

During the three and nine months ended September 30, 2026, the Company recognized stock-based compensation expense of $219,534 and $651,443, respectively (stock-based compensation recovery of $13,621 and $9,792, respectively, during the three and nine months ended September 30, 2025), related to the Restricted Shares.

9.4 Stock Purchase Warrants

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

 Schedule of Company’s Common Stock Purchase Warrants 

During the nine months ended September 30, 2026, the Company issued 130,823 shares of Common Stock in connection with the exercise of an equal number of warrants. Additionally, during the nine months ended September 30, 2026, the Company issued 15,107 shares of Common Stock in connection with the cashless exercise of 325,014 warrants.

During the nine months ended September 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. All remaining warrants expired on May 22, 2026.

U.S. GOLDMINING INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited – Expressed in U.S. Dollars)

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 nine months ended September 30, 2026.

9.5 Stock Options

On February 6, 2023, the Company adopted a long term incentive plan (the “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 of 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 September 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 $100,922 to be recognized over the next 0.54 years.

During the three and nine months ended September 30, 2026, the Company recognized stock-based compensation expenses of $55,371 and $357,786, respectively ($48,648 and $250,497 respectively, during the three and nine months ended September 30, 2025), for stock options granted.

U.S. GOLDMINING INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited – Expressed in U.S. Dollars)

9.6 Restricted Stock Units

The Company’s RSUs vest in four equal annual installments 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 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 and nine months ended September 30, 2026, the Company recognized stock-based compensation expense of $17,595 and $140,462, respectively ($24,025 and $113,412 respectively, during the three and nine months ended September 30, 2025) related to the RSUs.