U.S. GoldMining Inc. (USGO)

CIK: 0001947244. SIC: 1040 Gold and Silver Ores. Latest 10-K as of: 2026-03-20.

SIC breadcrumb: Mining > Metal Mining > SIC 1040 Gold and Silver Ores

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1947244. Latest filing source: 0001493152-26-011885.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001947244.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-13. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001947244.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001493152-26-022787.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-13. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

U.S.
GoldMining Inc.

Management’s
Discussion and Analysis

For
the three months ended March 31, 2026

General

Unless
the context otherwise requires, references to “U.S. GoldMining”, “the Company”, “we”, “us”
and “our” refer to U.S. GoldMining Inc., a Nevada corporation, and references to “$” or “dollars”
are to United States dollars.

You
should read this management’s discussion and analysis of our financial condition and results of operations for the three months
ended March 31, 2026 (the “MD&A”) in conjunction with our unaudited interim condensed consolidated financial statements
included in Item 1 of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (the “Quarterly Report”),
as well as our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December
31, 2025 (the “Annual Report”), including, in each case, the related notes contained therein.

Cautionary
Note Regarding Forward-Looking Statements

This
MD&A includes forward-looking statements and forward-looking information as respectively defined under applicable Canadian securities
laws and the Private Securities Litigation Reform Act of 1995, collectively referred to as “forward-looking statements”.
Forward-looking statements include statements that relate to our plans, objectives, goals, strategies, future events, future revenue
or performance, capital expenditures, financing needs and other information that is not historical information. Forward-looking statements
can often be identified by the use of terminology such as “subject to”, “believe”, “anticipate”,
“plan”, “target”, “expect”, “intend”, “estimate”, “project”,
“outlook”, “may”, “will”, “should”, “would”, “could”, “can”,
the negatives thereof, variations thereon and similar expressions, or by discussions of strategy. In addition, any statements that refer
to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking. In particular, forward-looking statements include, but are not limited to, statements
about:

●

expectations
regarding developing the 100%-owned Whistler exploration property located in Alaska, USA
(the “Whistler Project”);

●

planned
activities, including proposed exploration, development and the completion of proposed studies
pertaining to the Whistler Project and the goals thereof; and

●

estimates
regarding future liquidity requirements and the need for additional financing in the future.

These
forward-looking statements are based on our opinions, estimates and assumptions in light of our experience and perception of historical
trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable
in the circumstances, including that:

●

the
timing and ability to obtain requisite operational, environmental and other licenses, permits
and approvals, including extensions thereof will occur and proceed as expected;

●

current
gold, silver, base metal and other commodity prices will be sustained, or will improve;

●

the
proposed development of the Whistler Project will be viable operationally and economically
and will proceed as expected;

●

any
additional financing required by us will be available on reasonable terms or at all; and

●

the
Company will not experience any material accident, labor dispute or failure of plant or equipment.

Despite
a careful process to prepare and review the forward-looking statements, there can be no assurance that the underlying opinions, estimates
and assumptions will prove to be correct.

16

Forward-looking
statements are necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as
of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause
the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such
forward-looking statements, including but not limited to the risk factors described in greater detail under Item 1A. Risk Factors in
our Annual Report. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in forward-looking statements.

These
factors should not be construed as exhaustive and should be read with other cautionary statements in this document. Although we have
attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking
statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause
actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance
that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in
such information. Accordingly, readers should not place undue reliance on forward-looking statements, which speaks only as of the date
made. The forward-looking statements contained in this document represent our expectations as of the date of this MD&A (or as the
date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation
or undertaking to update or revise any forward-looking statements whether as a result of new information, future events or otherwise,
except as required under applicable securities laws.

Business
Overview

We
are a United States domiciled exploration stage company and our sole project is currently the Whistler Project. The Whistler Project
is a gold-copper exploration project located in the Yentna Mining District, approximately 105 miles (170 kilometres) northwest of Anchorage,
in Alaska.

We
are a subsidiary of GoldMining Inc. (“GoldMining”), a company organized under the laws of Canada and listed on the Toronto
Stock Exchange and NYSE American. As of the date hereof, GoldMining owns 9,878,261 shares of our common stock, par value $0.001 per
share (“Common Stock”), representing 74.0% of the outstanding shares of our Common Stock, and warrants (“Warrants”)
to purchase up to 122,490 additional shares of our Common Stock, exercisable at a price of $13.00 per share until May 22, 2026.

Our
principal executive offices are located at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, Canada V6E 4A2, our registered
office is 3773 Howard Hughes Pkwy #500s Las Vegas, NV 89169 and our head operating office is located at 301 Calista Court, Suite 200,
Office 203, Anchorage, Alaska, 99518. Our website address is www.usgoldmining.us.

Our
shares of Common Stock and Warrants are listed on the Nasdaq Capital Market under the symbol “USGO” and “USGOW”,
respectively.

Recent
Developments

On
January 20, 2026, we announced the initial results of our 2025 exploration program.

On
March 2, 2026, we announced the results of an initial economic assessment (the “PEA”) on the Whistler Project. The PEA is
preliminary in nature and there is no certainty that project envisaged in the preliminary economic assessment will be realized. Further
information concerning the PEA is set out in the technical report summary prepared for the Company titled “Whistler Gold-Copper
Project, S-K 1300 Technical Report Summary and Initial Assessment with Economic Analysis, Alaska, United States of America” with
a date of issue of March 19, 2026, and an effective date of March 2, 2026, a copy of which is available under the Company’s profile
atwww.sec.gov.

On
April 20, 2026, we announced our exploration program for the 2026 field season at the Whistler Project (the “2026 Exploration Program”).
The 2026 Exploration Program consists of diamond core drilling targeting near-deposit extensions and new targets within the Whistler–Raintree
area.

17

At-The-Market
Equity Program

On
May 15, 2024, we entered into an At-the-Market Offering Agreement (the “Sales Agreement”) with a lead agent and co-agents
providing for an at-the-market equity sales program (the “ATM Program”). The ATM Program initially allowed us to sell newly
issued shares of our 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 thereof. Subsequently, the ATM Program was amended on September 30, 2025 and December 12, 2025 to increase such
amount by $7.6 million and $6.1 million, respectively.

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.

Results
of Operations

Three
months ended March 31, 2026, compared to three months ended March 31, 2025

Three Months Ended March 31

2026

2025

Selected operating results

Net loss for the period

$

(1,930,180

)

$

(1,291,596

)

Loss from operations

(1,983,586

)

(1,319,304

)

Exploration expenses

531,840

223,227

General and administrative expenses

1,410,037

1,055,808

Depreciation

$

36,385

$

35,434

For
the three months ended March 31, 2026, we had a net loss of $1.93 million (or $0.14 per share), compared to $1.29 million (or $0.10 per
share) for the same period of 2025. The increase was primarily due to higher exploration expenses and general and administrative expenses.

For
the three months ended March 31, 2026, we had exploration expenses of $0.53 million, compared to $0.22 million for the same period of
2025. The increase resulted from the completion of the PEA and increased exploration activity. During the three months ended March 31,
2026, exploration expenses primarily consisted of:

(i)

third-party
consulting fees of $0.44 million, compared to $0.12 million for the same period of 2025.
The consulting fees during the three months ended March 31, 2026, were primarily related
to the completion of the PEA, and the planning and management of our exploration activities
at the Whistler Project. In addition, consulting fees to third parties to conduct regulator,
community and other stakeholder engagements;

(ii)

camp
and field support expenses of $0.04 million, compared to $0.04 million for the same period
of 2025. The expenses during the three months ended March 31, 2026, were primarily for camp
maintenance costs, as well as stakeholder engagement to support the Alaska state led future
access road;

(iii)

drilling
and associated costs of $0.04 million, compared to $0.02 million for the same period of 2025.
In the three months ended March 31, 2026, these costs primarily related to drilling pad construction
in advance of the 2026 Exploration Program; and

(iv)

transportation,
travel and other exploration expenses of $0.02 million, compared to $0.03 million for the
same period of 2025. Such expenses were primarily for aircraft charter costs to transport
crews, equipment and supplies to the Whistler Project.

18

For
the three months ended March 31, 2026, general and administrative expenses were $1.41 million, compared to $1.06 million for the same
period of 2025. During the three months ended March 31, 2026, general and administrative expenditures primarily consisted of:

(i)

consulting,
corporate development and investor relations expenses of $0.48 million, compared to $0.44
million for the same period of 2025. The increase was primarily attributable to hig

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-03-20. Report date: 2025-12-31.

Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s
Discussion and Analysis

For
the year ended December 31, 2025

General

Unless
the context otherwise requires, references to “U.S. GoldMining”, “the Company”, “we”, “us”
and “our” refer to U.S. GoldMining Inc., a Nevada corporation and references to “$” or “dollars”
are to United States dollars.

The
management’s discussion and analysis of the financial condition and results of operations of U.S. GoldMining Inc. for the year
ended December 31, 2025 (the “MD&A”), is intended to provide readers with a review of the principal factors that
affected our performance during the periods presented, including matters that have materially affected our financial condition and results
of operations, and matters that are reasonably likely, based on management’s assessment, to have a material impact on future operations
and results.

This
MD&A should be read in conjunction with our consolidated financial statements for the years ended December 31, 2025 and 2024, and
related notes. Such financial statements and notes are included in our Annual Report on Form 10-K for the year ended December
31, 2025 (the “Annual Report”) in which this MD&A is included under Item 7 thereof. Some of the information contained
in this MD&A or set forth elsewhere in the Annual Report, including information with respect to our plans and strategy for our business,
includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth
in the “Risk Factors” section of our Annual Report, our actual results could differ materially from the results described
in, or implied by, the forward-looking statements contained in the following discussion and analysis. A copy of our Annual Report is
available under our profiles at www.sec.gov and at.

Cautionary
Note Regarding Forward-Looking Statements

This
MD&A includes forward-looking statements and forward-looking information within the meaning of Canadian securities laws and the Private
Securities Litigation Reform Act of 1995, collectively referred to as “forward-looking statements”. Forward-looking statements
include statements that relate to our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures,
financing needs and other information that is not historical information. Forward-looking statements can often be identified by the use
of terminology such as “subject to”, “believe”, “anticipate”, “plan”, “target”,
“expect”, “intend”, “estimate”, “project”, “outlook”, “may”,
“will”, “should”, “would”, “could”, “can”, the negatives thereof, variations
thereon and similar expressions, or by discussions of strategy. In addition, any statements that refer to expectations, beliefs, plans,
projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking. In particular, forward-looking statements include, but are not limited to, statements about:

●

our
expectations regarding raising capital and developing the Whistler Project;

●

planned
activities, including proposed exploration, development and the completion of proposed studies pertaining to the Whistler Project
and the goals thereof; and

●

our
estimates regarding future liquidity requirements and the need for additional financing in the future.

38

These
forward-looking statements are based on our opinions, estimates and assumptions in light of our experience and perception of historical
trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable
in the circumstances, including that:

●

the
timing and ability to obtain requisite operational, environmental and other licenses, permits and approvals, including extensions
thereof will occur and proceed as expected;

●

current
gold, silver, base metal and other commodity prices will be sustained, or will improve;

●

the
proposed development of the Whistler Project will be viable operationally and economically and will proceed as expected;

●

any
additional financing required by us will be available on reasonable terms or at all; and

●

the
Company will not experience any material accident, labor dispute or failure of plant or equipment.

Despite
a careful process to prepare and review the forward-looking statements, there can be no assurance that the underlying opinions, estimates
and assumptions will prove to be correct.

Forward-looking
statements are necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as
of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause
the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such
forward-looking statements, including but not limited to the risk factors described in greater detail under Item 1A. Risk Factors in
our Annual Report. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in forward-looking statements.

These
factors should not be construed as exhaustive and should be read with other cautionary statements in this document. Although we have
attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking
statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause
actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance
that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in
such information. Accordingly, readers should not place undue reliance on forward-looking statements, which speak only as of the date
made. The forward-looking statements contained in this document represent our expectations as of the date of this MD&A (or as the
date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation
or undertaking to update or revise any forward-looking statements whether as a result of new information, future events or otherwise,
except as required under applicable securities laws.

Business
Overview

We
are a United States domiciled exploration stage company and our sole project is currently the Whistler Project. The Whistler Project
is a gold-copper exploration project located in the Yentna Mining District, approximately 105 miles (170 km) northwest of Anchorage,
in Alaska.

We
were incorporated on June 30, 2015, in Alaska as “BRI Alaska Corp.”. On September 8, 2022, we redomiciled to Nevada and changed
our name to “U.S. GoldMining Inc.” We are a subsidiary of GoldMining Inc. (“GoldMining”), a company organized
under the laws of Canada and listed on the Toronto Stock Exchange and NYSE American. As of the date hereof, GoldMining owns 9,878,261
shares of our common stock, par value $0.001 per share (the “Common Stock”), representing 74.2% of the outstanding
shares of our Common Stock and warrants (the “Warrants”) to purchase up to 122,490 additional shares of our Common
Stock, exercisable at a price of $13.00 per share until April 24, 2026.

Our
principal executive offices are located at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, Canada V6E 4A2, our registered
office is 3773 Howard Hughes Pkwy #500s Las Vegas, NV 89169 and our head operating office is located at 301 Calista Court, Suite 200,
Office 203, Anchorage, Alaska, 99518. Our website address is www.us.goldmining.com.

On
April 24, 2023, we completed our initial public offering (the “IPO”) of Units, with each Unit consisting of one share
of Common Stock and one Warrant. Our shares of Common Stock and Warrants are listed on the Nasdaq Capital Market under the symbols “USGO”
and “USGOW”, respectively.

39

Recent
Developments

On
February 3 and February 10, 2025, we announced results from confirmatory diamond core drilling completed during the 2024 field season
at the Whistler and Raintree West deposits.

On
April 15, 2025, we announced our plan to commence an initial economic assessment for the Whistler Project. The study is intended to constitute
an initial assessment (“PEA”) under subpart 1300 of Regulation S-K as issued by the U.S. Securities and Exchange Commission
and a preliminary economic assessment under Canadian National Instrument 43-101 (“NI 43-101”).

On
April 24, 2025, we announced the commencement of metallurgical testwork at the Whistler Project. The principal aim of the metallurgical
testwork is to develop a preliminary process flowsheet optimized for metal recovery that will be used in the proposed PEA. The metallurgical
testwork will comprise preparation of variability composites and a master composite, feed characterization, detailed mineralogy, comminution
testing, sulphide flotation testing and gravity gold and cyanide leaching on concentrate tailings. On May 15, 2025, we provided an update
on exploration targets at the Whistler Project, comprising three separate gold ± copper ± silver mineral systems identified
to date, including the Whistler-Raintree, Island Mountain and Muddy Creek mineral systems. On May 27, 2025, we provided further details
on exploration targets at the Whistler Project, highlighting northern exploration targets hosted within the Whistler-Raintree mineral
system, also referred to as the Whistler Orbit, which comprises a classic porphyry cluster over an area of approximately 5 x 5 km, containing
multiple mapped and interpreted porphyry intrusions.

On
June 9, 2025, we selected Ausenco Engineering Canada ULC as the principal consulting firm to lead our proposed PEA.

On
July 21, 2025, we announced our exploration program for the 2025 field season at the Whistler Project (the “2025 Exploration
Program”), designed to focus on developing new potential porphyry gold-copper drill targets within the Whistler Orbit and undertaking
follow-up mapping and sampling at the Muddy Creek prospect. The 2025 Exploration Program commenced in July 2025 and was completed in
October 2025.

On
September 22, 2025, we announced updated results from a metallurgical test work program announced on April 24, 2025.

On
January 20, 2026, we announced the initial results of the 2025 Exploration Program.

On
March 2, 2026, we announced results of a positive PEA on the Whistler Project. The PEA is preliminary in nature and there is no certainty
that project envisaged in the preliminary economic assessment will be realized. Please see Item 2- Properties of our Annual Report and
the technical report titled “Whistler Gold-Copper Project, S-K 1300 Technical Report Summary and
Initial Assessment with Economic Analysis, Alaska, United States of America” with a date of issue of March 19, 2026, and an effective
date of March 2, 2026 for further information.

At-the-Market
Equity Program

On
May 15, 2024, we entered into an At-the-Market Offering Agreement (the “Sales Agreement”) with a lead agent and co-agents
providing for an at-the-market equity sales program (the “ATM Program”). The ATM Program initially allowed us to sell
newly issued shares of our 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 thereof. Subsequently, the ATM Program was amended on September 30, 2025 and December 12, 2025 to increase
such amount by $7.6 million and $6.1 million, respectively.

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 years ended December 31, 2025, and 2024, we sold 831,574 and 55,576 shares of common stock, respectively, under the ATM Program for
respective gross proceeds in each year of $9,553,620 and $603,235. Aggregate commissions paid to the agents under the ATM Program were
$257,096 and $17,513 during the years ended December 31, 2025, and 2024, respectively.

40

Results
of Operations

Year
ended December 31, 2025, compared to year ended December 31, 2024

Year
Ended December 31

2025

2024

Change

Selected
operating results

Net
loss for the year

$

(6,991,064

)

$

(8,487,081

)

$

1,496,017

Loss from
operations

(7,117,836

)

(8,893,070

)

1,775,234

Exploration
expenses

3,048,551

5,802,549

(2,753,998

)

General
and administrative expenses

3,904,103

2,946,723

957,380

Depreciation

$

145,125

$

125,593

$

19,532

In
2025, we recorded a net loss of $6.99 million (or $0.55 per share), compared to $8.49 million (or $0.68 per share) in 2024. The decrease
was primarily due to lower exploration expenses as a result of reduced program scope in 2025, partially offset by increased general and
administrative expenses, primarily attributable to higher consulting, corporate development and investor relations expenses.

We
had exploration expenses of $3.05 million, compared to $5.80 million in 2024. In 2025, exploration expenses primarily consisted of:

(i)

third-party
consulting fees of $1.08 million, compared to $1.29 million in 2024. Such expenses were primarily
for metallurgical testwork, the proposed PEA, and the planning and management of our exploration
activities at the Whistler Project for the 2025 Exploration Program. In addition, consulting
fees to third parties to conduct regulator, community and other stakeholder engagements;

(ii)

drilling
and associated costs of $1.00 million, compared to $2.33 million in 2024. Such expenses were
primarily for the 2025 Exploration Program The decrease primarily results from differences
in the scope and technical focus of the drilling programs between the 2025 and 2024 field
seasons;

(iii)

camp
and field support expenses of $0.66 million, compared to $1.27 million in 2024. The camp and
field support expenses in 2025 were primarily for camp costs, including equipment maintenance,
camp management labor and supplies for the 2025 Exploration Program, as well as stakeholder
engagement. The decrease was primarily attributable to differences in the scope of the exploration
programs. The 2025 Exploration Program focused on lower-cost scout auger drilling activities,
whereas the 2024 field program involved a higher-cost diamond core drilling program; and

(iv)

transportation,
travel and other exploration expenses of $0.31 million, compared to $0.91 million in 2024.
Such expenses were primarily for fuel consumption, aircraft charter costs to transport crews,
equipment and supplies to the Whistler Project. Comparatively, the higher expenses in 2024
were primarily driven by higher fuel consumptions, higher aircraft charter activity required
to mobilize crews, equipment, and supplies in connection with the 2024 program.

41

In
2025, general and administrative expenditures were $3.90 million, compared to $2.95 million in 2024. In 2025, general and administrative
expenditures primarily consisted of:

(i)

consulting,
corporate development and investor relations expenses of $1.45 million, compared to $0.88 million in 2024. The increase was primarily
attributable to higher digital marketing expenses;

(ii)

stock-based
compensation expenses of $0.86 million, which consisted of $0.25 million related to the award of restricted shares, $0.61 million related
to the fair value of stock options and restricted stock units (“RSUs”) issued by us to management, directors,
consultants and employees, compared to $0.33 million in 2024. The increase was primarily related to vesting of stock options and RSUs
granted in December 2024 and December 2025; and a cumulative catch-up adjustment recognized for performance based restricted shares
following a reassessment of the probability of achieving the applicable performance conditions;

(iii)

professional
fees of $0.53 million, compared to $0.69 million in 2024. Comparatively, the higher professional fees in 2024 were primarily attributable
to legal and accounting fees associated with the filing of a registration statement and the implementation of the ATM Program in
May 2024;

(iv)

management
fees, salaries and benefits of $0.42 million, compared to $0.38 million in 2024;

(v)

office
administrative and insurance expenses of $0.42 million, compared to $0.47 million in 2024; and

(vi)

filing,
listing, dues and subscriptions expenses of $0.14 million, compared to $0.14 million in 2024.

Depreciation
expenses were $0.15 million in 2025, compared to $0.13 million in 2024.

In
2025, our loss from operations was $7.12 million compared to $8.89 million in 2024. The decrease primarily resulted from the decrease in
costs associated with the 2025 Exploration Program compared to the 2024 program, partially offset by the increase in general and administrative
expenses.

Liquidity
and Capital Resources

As at

December 31, 2025

As at

December 31, 2024

Cash and cash equivalents

$

7,377,562

$

3,880,747

Working capital(1)

7,026,285

3,697,987

Total assets

8,445,682

5,149,151

Total current liabilities

558,819

420,241

Accounts payable

223,821

185,251

Accrued liabilities

123,914

28,983

Total non-current liabilities

277,753

283,775

Stockholders’ equity

$

7,609,110

$

4,445,135

(1)

Working
capital is the difference between the total current assets and total current liabilities.

As
of December 31, 2025, we had cash and cash equivalents of $7.38 million
(December 31, 2024: $3.88 million). The increase in cash and cash equivalents was primarily attributable to net proceeds from sales under
the ATM Program. As of December 31, 2025, we had total working capital of $7.03 million, compared to $3.70 million at the end of 2024.

As
of December 31, 2025, we had current liabilities of $0.56 million compared
to $0.42 million as of December 31, 2024. Current liabilities as of December 31, 2025 primarily included: (i) accounts payable of $0.22
million, compared to $0.19 million as of December 31, 2024; (ii) accrued liabilities of $0.12 million, compared to $0.03 million as of
December 31, 2024, with the increase in accounts payable and accrued liabilities primarily being due to timing of payments and legal expenses
associated with the ATM Program; and (iii) other payables of $0.18 million, which consisted of withholding tax payables (December 31,
2024: $0.18 million).

42

We
have not generated any revenue from operations and we have generally financed our capital needs through equity financings, including
the ATM Program and our IPO. Net proceeds from the ATM Program have been used, and are expected to continue to be used, for general corporate
purposes, including funding exploration activities, working capital and general and administrative expenses.

Our
primary capital requirements are exploration expenditures and corporate overhead. We believe that our cash on hand and access to capital
markets will provide sufficient capital resources to meet our capital requirements for 2026. Our ability to meet our obligations and
finance exploration activities in the future depends on our ability to obtain the necessary capital resources by way of equity financings,
warrant exercises, and short-term or long-term borrowings. Capital markets may not be receptive to offerings of new equity from treasury
or debt, whether by way of private placements or public offerings. This may be further complicated by the limited liquidity for our shares
of Common Stock, restricting access to some institutional investors. Our growth and success is dependent on external sources of financing,
which may not be available on acceptable terms, or at all.

As
of December 31, 2025, we did not have any off-balance sheet arrangements.

Summary
of Cash Flows

Operating
Activities

Net
cash used in operating activities in 2025 was $5.84 million, compared to $7.75 million in 2024. Significant operating expenditures during
the years ended December 31, 2025 and 2024 included general and administrative expenses and exploration expenditures. The decrease in
cash used in operating activities was primarily attributable to lower operating expenses in 2025.

Net
cash used in operating activities were primarily offset by non-cash items including stock-based compensation of $0.86 million, compared
to $0.33 million in 2024; depreciation expenses of $0.15 million, compared to $0.13 million in 2024. The increase of stock-based compensation
in 2025 was primarily related to vesting of stock options and RSUs granted in December 2024 and December 2025; and a cumulative catch-up
adjustment recognized for performance based restricted shares following a reassessment of the probability of achieving the applicable
performance conditions.

Changes
in non-cash working capital provided cash were $0.08 million for the year ended December 31, 2025, compared to $0.23 million in 2024.

Investing
Activities

Net
cash used in investing activities in 2025 was $nil, compared to $0.17 million relating to the purchase of equipment in 2024.

Financing
Activities

For
the year ended December 31, 2025, net cash provided by financing activities was $9.30 million, consisting of net proceeds from sales under
the ATM Program, compared to $0.60 million in 2024, which primarily comprised of the net proceeds from sales under the ATM Program and
to a lesser extent, proceeds from warrant exercises and allocated personnel costs from GoldMining.

43

Commitments
Required to Keep Whistler Project in Good Standing

We
are required to make annual land payments to the Department of Natural Resources of Alaska in the amount of $230,605 in 2026 and thereafter,
to keep the Whistler Project in good standing. Additionally, we have an annual labor requirement of $135,200 for 2026 and thereafter,
for which a cash-in-lieu payment equal to the value of the annual labor requirement may be made instead.

Future
Commitments

We
have obligations pursuant to underlying agreements on the Whistler Project, as follows:

1.

2.75% NSR over all 377 claims and extending outside the current claims over an Area of Interest defined by the maximum
historical extent of claims held on the Whistler Project to Osisko Mining (USA) Inc. (“OM”) pursuant to an Amended and Restated
Net Smelter Returns Royalty Deed dated December 16, 2014, granted by Geoinformatics Alaska Exploration Inc. (as assumed by us on August
5, 2015) in favour of MF2 LLC (as assumed by OM). Gold Royalty U.S. Corp. holds a right to buy down the royalty percentage from 2.75%
to 2.0% upon payment to OM of a one-time payment of $5,000,000. The royalty was subsequently assigned to Nevada Select Royalty, Inc. (a
subsidiary of Gold Royalty Corp.).

2.

2.0%
net proceeds royalty interest over an Area of Interest specified by standard township sub-division
overlying the Whistler Deposit and Raintree West deposit to Sandstorm Gold Ltd. pursuant
to an agreement dated October 1, 1999, between us (the ultimate successor-in-interest to
Kent Turner, Jr.) and Sandstorm Gold Ltd. (the ultimate successor-in interest to Cominco
American Incorporated). In October 2025, following the acquisition of Sandstorm Gold Ltd.
by Royal Gold, Inc., the interest was transferred to RG Royalties, a wholly owned subsidiary
of Royal Gold, Inc.

3.

1.0%
NSR over the Whistler Project to Gold Royalty U.S. Corp. pursuant to a Net Smelter Returns
Royalty Agreement dated January 11, 2021, between us and Gold Royalty U.S. Corp.

Transactions
with Related Parties

We
share personnel, including key management personnel, office space, equipment, and various administrative services with other companies,
including GoldMining. Costs incurred by GoldMining are allocated between its related subsidiaries based on an estimate of time incurred
and use of services and are charged at cost. In 2025, the allocated costs from GoldMining to us were $nil ($23,877 in 2024). In 2024,
these allocated costs included $13,675 for non-cash stock-based compensation expenses. In 2024, the allocated costs from GoldMining were
treated as a capital contribution, as there is no obligation or intent regarding the repayment of such amounts by us.

In
2025, we incurred $5,675 ($142,140 in 2024), in general and administrative expenses related to website design, video production, website
hosting services and marketing services paid to Blender Media Inc. (“Blender”), a company whose principal is an immediate
family member of a co-chairman and director of GoldMining. Blender is a design and marketing agency that provides services to numerous
publicly traded companies.

In
2025, stock-based compensation costs included $157,574 ($5,861 in 2024), in amounts recognized in the year in relation to pre-IPO grants
to a co-chairman and director of GoldMining of performance based Restricted Shares.

In
2025, stock-based compensation costs included $9,848 ($366 in 2024), in amounts recognized in the year in relation to pre-IPO grants
made to a family member of a co-chairman and director of GoldMining of performance based Restricted Shares.

Related
party transactions are based on the amounts agreed to by the parties. In 2025 and 2024, we did not enter into any contracts or undertake
any commitment or obligation with any related parties other than as described herein.

Our
Audit Committee is charged with reviewing and approving all related party transactions and reviewing and making recommendations to our
board of directors, or approving any contracts or other transactions with any of our current or former executive officers. The Charter
of the Audit Committee sets forth our written policy for the review of related party transactions.

44

Outstanding
Securities

As
of the date of our Annual Report, we have 13,322,293 shares of Common Stock
outstanding. In addition, we have outstanding stock options issued under our long-term incentive plan to purchase 419,500 shares of
Common Stock at an exercise price of $9.79 per share, 14,275 outstanding RSUs and outstanding Warrants to purchase 1,732,859 shares
of Common Stock at an exercise price of $13 per share. The exercise of stock options and Warrants is at the discretion of their respective
holders and, accordingly, there is no assurance that any of the stock options or warrants will be exercised in the future.

Critical
Accounting Estimates and Judgments

The
preparation of our financial statements in conformity with U.S. GAAP requires management to make judgments and estimates and form assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and
expenses during the year. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income
and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances
as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.

Information
about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the financial
statements is as follows:

Asset
retirement obligation

An
asset retirement obligation represents the present value of estimated future costs for the rehabilitation of our mineral property. These
estimates include assumptions as to the future activities, cost of services, timing of the rehabilitation work to be performed, inflation
rates, exchange rates and interest rates. The actual cost to rehabilitate a mineral property may vary from the estimated amounts because
there are uncertainties in factors used to estimate the cost and potential changes in regulations or laws governing the rehabilitation
of a mineral property. Management periodically reviews the rehabilitation requirements and adjusts the liability as new information becomes
available and will assess the impact of new regulations and laws as they are enacted.

Restricted
Shares and RSUs

The
fair values of restricted shares and RSUs are measured at the grant date and recognized over the period during which the restricted shares
and RSUs vest. When restricted shares are conditional upon the achievement of a performance condition, the Company estimates the length
of the expected vesting period at the grant date, based on the most likely outcome of the performance condition. The fair value of the
restricted shares is determined based on the fair value of the shares of Common Stock on the grant date, adjusted for minority stockholder
discount, liquidity discount and other applicable factors that are generally recognized by market participants.

The
fair values of restricted shares and RSUs are recognized as an expense over the vesting period based on the best available estimate of
the number of restricted shares and RSUs expected to vest; that estimate will be revised if subsequent information indicates that the
number of restricted shares and RSUs expected to vest differs from previous estimates.

Stock
Options

We
grant stock options to certain of our directors, officers, employees and consultants. We use the Black-Scholes option-pricing model to
determine the grant date fair value of stock options. The fair value of stock options granted to employees is recognized as an expense
over the vesting period with a corresponding increase in equity. An individual is classified as an employee when the individual is an
employee for legal or tax purposes, provides services that could be provided by a direct employee, or has authority and responsibility
for planning, directing and controlling our activities, including non-executive directors. The fair value is measured at grant date and
recognized over the period during which the options vest. Forfeitures are accounted for as they occur.

45

The
Black-Scholes option-pricing model uses as inputs the fair value of our shares of Common Stock and assumptions we make for the volatility
of our shares of Common Stock, the expected term of our stock options, the risk-free interest rate for a period that approximates the
expected term of our stock options and our expected dividend yield. We have historically been a private company and continue to lack
sufficient company-specific historical and implied volatility information. Therefore, we estimate our expected share volatility based
on the historical volatility of a publicly traded set of peer companies and expect to continue to do so until such time as we have adequate
historical data regarding the volatility of our own traded share price.

Recently
Adopted Accounting Pronouncements

In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU expands public
entities’ income tax disclosures by requiring disaggregated information about a reporting entity’s effective tax rate reconciliation
as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures
that would be useful in making capital allocation decisions. The ASU is effective for annual periods beginning after December 15, 2024.
The Company adopted this standard prospectively as of January 1, 2025 and the adoption did not have a material impact on the Company’s
consolidated financial statements or income tax notes.

Recently
Issued Accounting Pronouncements

In
November 2024, the FASB issued ASU-2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic
220-40): Disaggregation of Income Statement Expenses. This ASU requires public entities to disclose specified information about certain
costs and expenses at each interim and annual reporting period, which includes amounts for inventory purchases, employee compensation,
depreciation, intangible asset amortization, and expenses related to oil and gas activities. This ASU will be effective for fiscal years
beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company
is currently evaluating the impact of adopting this ASU on its consolidated financial statements and related disclosures.

JOBS
Act

In
April 2012 the JOBS Act was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage
of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or
revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies.

We
continue the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements under the JOBS Act.
Subject to certain conditions, as an emerging growth company, we may rely on certain of these exemptions, including without limitation,
providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b)
of the Sarbanes-Oxley Act. We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year in which
we have total annual gross revenue of $1.235 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of
the date of the completion of our IPO; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the
previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

Subsequent Event

Subsequent to December 31, 2025, we issued
8,133 shares of common stock upon the exercise of share purchase warrants at a price of $13.00 per share, for aggregate proceeds of
$105,729. In addition, 5,175 RSUs vested, resulting in the
issuance of 5,175 shares of common stock.

46