U.S. GoldMining Inc. (USGO)

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

U.S. GoldMining Inc.

Management’s Discussion
and Analysis

For the year ended December
31, 2024

General

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, 2024 (the “MD&A”), is intended to provide the reader with a review of the factors that affected
our performance during the periods presented, including matters that have affected our reported 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.

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
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited
consolidated financial statements for the fiscal year ended December 31, 2024, and related notes appearing at the end of this Annual
Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on
Form 10-K, 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
this Annual Report on Form 10-K, 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 this Annual Report on Form 10-K will be available under our
profiles at www.sec.gov and at www.sedarplus.ca.

Cautionary
Note Regarding Forward-Looking Statements

This
Annual Report 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:

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:

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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 speaks only as of the date
made. The forward-looking statements contained in this document represent our expectations as of the date of this Annual Report (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 79.3% 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.

Recent
Developments

2023
and 2024 Field Programs

On
August 21, 2023, we announced the commencement of a confirmatory 2023 Phase 1 Drilling Program at the Whistler Project (the “2023
Whistler Program”). Phase 1 of the confirmatory program comprised up to an initial 5,000 m of the budgeted drilling program.
Three confirmatory drill holes were completed at the Whistler Deposit and one exploration drill hole at the Rainmaker target for a total
of 2,234 m, which was completed by mid-November, at which time the program was paused for winter break.

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On
January 16, 2024, we announced initial results from the 2023 Whistler Program, which confirmed the continuity of the near-surface high-grade
core at the Whistler deposit, and extended mineralization to the southwest and to depth.

On
June 27, 2024, we announced the re-commencement of drilling at Whistler Project for the 2024 field season (the “2024 Whistler
Program”). The exploration program was focused on additional confirmatory infill and step-out drilling within the Whistler
and Raintree West deposits. Surface exploration activities were also completed with the objective to identify drill targets within the
broader Whistler Orbit, a porphyry mineral system containing multiple intrusive centers (termed a ‘porphyry cluster’), with
potential to discover additional gold and copper mineralized deposits.

On
September 30, 2024, we announced initial assay results from the first two diamond drill holes completed of our 2024 Whistler Program.
The previous best intercept of continuous high-grade mineralization intersected in drilling at the Whistler Project during the 2023 Whistler
Program, comprising 547 m at 1.06 g/t AuEq, was further deepened in the 2024 Whistler Program (drill hole number WH23-03-EXT) and the
mineralized intercept was extended to 652.5 m at 1.00 g/t AuEq. We also announced confirmation and extension of porphyry style mineralization
in the Raintree West deposit (WH24-01).

On
October 7, 2024, we announced an updated mineral resource estimate for the Whistler Project, which included a 117% increase in resources
classified as Indicated Mineral Resource.

On
November 18, 2024, we announced additional diamond core drill results from the 2024 Whistler Program diamond core drilling program including
confirmation of continuity of high-grade mineralization in the western portion of the Whistler deposit (WH24-02).

On
February 3, 2025, we announced additional diamond core drill results from the 2024 Whistler Program diamond core drilling program,
including multiple broad intercepts of high-grade mineralization expanding the western high-grade zone within the Whistler deposit
(WH24-03), and additional deep drilling in the northern portion of the deposit which confirmed mineralization through the deposit
and intersected geological features indicative of nearby high grade mineralization at higher levels in the northern portion of the
deposit (WH24-04).

On
February 10, 2025, we announced new assay results from WH24-05 which was drilled adjacent to the Raintree West deposit as part of the
2024 Whistler Program, including confirmatory diamond core drilling completed at the Whistler Project. The drilling intercepted multiple
zones of high-grade gold and silver polymetallic mineralization approximately 500 m south of any prior drilling at the Raintree West
deposit.

At-The-Market
Equity Program

On
May 15, 2024, we filed a shelf registration statement on Form S-3 with the SEC, covering the offering, issuance and sale of up to $40
million of a variety of securities including our common stock, preferred stock, warrants and/or units. Additionally, we entered into
an At the Market Offering Agreement with a syndicate of agents for the ATM facility (the “ATM Program”). Pursuant
to the ATM Program, the Company may sell up to $5.5 million shares of common stock from time to time through the sales agents. A fixed
cash commission rate of 2.5% of the gross sales price per share of common stock sold under the ATM Program will be payable to the agents
in connection with any such sales. During the year ended December 31, 2024, we sold 55,576 shares of common stock under the ATM Program
for gross proceeds of $603,235, with aggregate commissions paid to the agents and other share issuance and settlement costs of $17,513.

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Change
of Fiscal Year End

On
February 9, 2024, our board of directors approved a change of our fiscal year end from November 30 to December 31, effective beginning
with the next fiscal year, which began on January 1, 2024, and ended on December 31, 2024 (the “Fiscal 2024”). As
a result of the change in fiscal year, there was a one-month transition period began on December 1, 2023, and ended on December 31, 2023
(the “Transition Period”). For the purposes of this discussion and analysis we have presented the income statement
for the year ended December 31, 2023, in order to provide a comparison to the year ended December 31, 2024. The statements of operations
and comprehensive loss for the year ended December 31, 2023, were derived as follows:

Results
of Operations

Year
ended December 31, 2024, compared to year ended December 31, 2023

For
the year ended December 31, 2024, we recorded a net loss of $8,487,081 (or $0.68 per share), compared to $9,412,380 (or $0.81 per share)
for the year ended December 31, 2023. The decrease in net loss was primarily due to the decrease of general and administrative expenses,
partially offset by the increase of costs associated with our 2024 Whistler Program.

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For
the year ended December 31, 2024, we had exploration expenses of $5,802,549, compared to $5,073,837 for the year ended December 31, 2023.
The increase was primarily related to the 2024 Whistler Program and included drilling, fees to third party vendors that provided geological
and environmental work, regulatory and community stakeholder engagements and other technical services, and camp and field support costs.
During the year ended December 31, 2024, exploration expenses primarily consisted of:

For
the year ended December 31, 2024, general and administrative expenditures were $2,946,723, compared to $4,743,872 for the year ended
December 31, 2023. During the year ended December 31, 2024, general and administrative expenditures primarily consisted of:

For
the year ended December 31, 2024, depreciation expenses were $125,593, compared to $39,245 for the year ended December 31, 2023. The
increase was primarily due to depreciation of camp structures, which were renovated and made available for their intended use in July
2023, and for new equipment acquired.

For
the year ended December 31, 2024, our loss from operations was $8,893,070, compared to $9,877,761 for the year ended December 31, 2023.
The decrease primarily resulted from the decrease in general and administrative expenses, partially offset by costs associated with the
2024 Whistler Program.

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Transition
Period

For
the one month ended December 31, 2023, we recorded a net loss of $232,997 ($0.02 per share), compared to a net loss of $177,194 ($0.02
per share) for the one month ended December 31, 2022. The increase was primarily due to increased office, insurance, and investor relations
expenditures after completion of the IPO and costs associated with the Whistler Project exploration program.

For
the one month ended December 31, 2023, we had exploration expenses of $67,629, compared to $48,292 for the one month ended December 31,
2022. The increase was primarily related to the 2023 Whistler Program which started in 2023 and included drilling, consulting fees to
vendors that provided geological and environmental work, regulatory and community stakeholder engagements and other technical services,
and maintenance costs. During the one month ended December 31, 2023, exploration expenses primarily consisted of:

(i)
drilling expenses of $38,907, compared to $nil for the one month ended December 31, 2022. Drilling expenses primarily related to the
storage of drilling equipment during the winter break and drill core sample analysis. The 2023 Whistler Program, which was the Company’s
inaugural drilling program, didn’t start until the summer of 2023;

(ii)
consulting fees of $22,112, compared to $34,720 for the one month ended December 31, 2022;

(iii)
transportation, travel and other exploration expenses of $6,027, compared to $350 for the one month ended December 31, 2022; and

(iv)
camp maintenance expenses of $583, compared to $13,222 for the one month ended December 31, 2022. During the one month ended December
31, 2022, camp maintenance expenses were primarily for work to support an access road to the Whistler Project.

For
the one month ended December 31, 2023, general and administrative expenditures were $204,484, compared to $130,860 for the one month
ended December 31, 2022. During the one month ended December 31, 2023, general and administrative expenditures primarily consisted of:

(i)
professional fees of $55,495, compared to $94,256 during the one month ended December 31, 2022. During the one month ended December 31,
2022, professional fees were primarily for legal, audit, accounting and tax services during the preparation and execution of our IPO;

(ii)
stock-based compensation expenses of $19,509, which consisted of $1,760, related to the award of restricted shares, $12,134 related to
the fair value of stock options issued by us to management, directors, and employees, and $5,615 for GoldMining personnel, allocated
for their time spent on our affairs, compared to $10,502 during the one month ended December 31, 2022. 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 the Company;

(iii)
management fees, salaries and benefits of $30,784, compared to $14,306 during the one month ended December 31, 2022; The increase was
primarily due to the hiring of additional staff in connection with the increase in operations post-IPO;

(iv)
consulting, corporate development and investor relations expenses of $43,026, compared to $9,249 during the one month ended December
31, 2022. The increase was mainly for building corporate brand awareness after completion of the IPO;

(v)
filing, listing, dues and subscriptions expenses of $8,327, compared to $1,194 during the one month ended December 31, 2022;

(vi)
office administrative and insurance expenses of $45,012, compared to $1,179 during the one month ended December 31, 2022. The increase
was primarily for directors’ and officers’ insurance expenses during this period as a result of completion of our IPO; and

(vii)
travel, website design and hosting expenses of $2,331, compared to $174 during the one month ended December 31, 2022.

For
the one month ended December 31, 2023, depreciation expenses were $8,286, compared to $nil for the one month ended December 31, 2022.
The increase was due to depreciation of camp structures and equipment acquired after completion of the IPO.

For
the one month ended December 31, 2023, our loss from operations was $281,839, compared to $180,836 for the one month ended December 31,
2022. The increase was primarily the result of a higher level of activity after completion of the IPO.

Year
ended December 31, 2024, compared to year ended November 30, 2023

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For
the year ended December 31, 2024, we recorded a net loss of $8,487,081 (or $0.68 per share), compared to $9,356,577 (or $0.82 per share)
for the year ended November 30, 2023. The decrease in net loss was primarily due to the decrease of general and administrative expenses,
partially offset by the increase of costs associated with our 2024 Whistler Program.

For
the year ended December 31, 2024, we had exploration expenses of $5,802,549, compared to $5,054,500 for the year ended November 30, 2023.
The increase was primarily related to the 2024 Whistler Program and included drilling, fees to third party vendors that provided geological
and environmental work, regulatory and community stakeholder engagements and other technical services, and camp and field support costs.
During the year ended December 31, 2024, exploration expenses primarily consisted of:

For
the year ended December 31, 2024, general and administrative expenditures were $2,946,723, compared to $4,670,248 for the year ended
November 30, 2023. During the year ended December 31, 2024, general and administrative expenditures primarily consisted of:

For
the year ended December 31, 2024, depreciation expenses were $125,593, compared to $30,959 for the year ended November 30, 2023. The
increase was primarily due to depreciation of camp structures, which were renovated and made available for their intended use in July
2023, and for new equipment acquired.

For
the year ended December 31, 2024, our loss from operations was $8,893,070, compared to $9,776,758 for the year ended November 30, 2023.
The decrease primarily resulted from the decrease in general and administrative expenses, partially offset by costs associated with the
2024 Whistler Program.

Liquidity
and Capital Resources

Prior
to the completion of our IPO, capital resources consisted primarily of cash advanced and/or contributed from GoldMining. On April 24,
2023, we completed our IPO and issued 2,000,000 Units at a price of $10.00 per Unit for net proceeds in an aggregate amount of approximately
$19.1 million after deducting underwriting fees and offering costs. In May 2023 we repaid GoldMining $1,680,925, for amounts previously
advanced to us by GoldMining.

As
of December 31, 2024, we had cash and cash equivalents of $3,880,747 (December 31, 2023: $11,203,893; November 30, 2023: $11,401,338)
and restricted cash of $86,261 (December 31, 2023: $87,756; November 30, 2023: $86,870). The decrease in cash was primarily a result
of exploration expenditures associated with our 2024 exploration program at the Whistler Project. We had other receivables of $7,419
(December 31, 2023: $152,716; November 30, 2023: $115,113). We had inventories of $34,858 ($27,249 as of December 31, 2023, and November
30, 2023), which included fuels held at the Whistler Project camp site. We had prepaid expenses of $108,943 as of December 31, 2024 (December
31, 2023: $297,207; November 30, 2023: $375,933). The decrease in prepaid expenses was primarily as a result of the decrease of prepaid
insurance and corporate development expenses.

As
of December 31, 2024, we had current liabilities of $420,241 compared to $475,378 as of December 31, 2023, and $513,075 as of
November 30, 2023. Current liabilities as of December 31, 2024, consisted of: (i) accounts payable of $185,251, compared to $118,610
as of December 31, 2023, and $197,978 as of November 30, 2023; (ii) accrued liabilities of $28,983, compared to $149,812 as of
December 31, 2023, and $112,048 as of November 30, 2023; the decrease of accounts payable and accrued liabilities was a result of
the timing of payment due to the completion the 2024 Whistler Program in September 2024, compared to the completion of 2023 Whistler
Program in November 2023; (iii) current portion of lease liabilities of $25,144, compared to $21,057 as of December 31, 2023, and
$17,268 as of November 30, 2023; and (iv) other payables of $180,863, which consisted of withholding tax payables and income tax
payables, compared to $185,899 as of December 31, 2023, and $185,781 as of November 30, 2023.

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We
have not generated any revenue from operations and the only sources of financing to date have been through advances from GoldMining,
the IPO and our ATM program. Our ability to meet our obligations and finance exploration activities depends on our ability to generate
cash flow through the issuance of shares of Common Stock pursuant to private placements, public offerings, including under the ATM Program,
and short-term or long-term loans. 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, 2024, we did not have any off-balance sheet arrangements.

Summary
of Cash Flows

Year ended December 31, 2024, compared
to years ended December 31, 2023, and November 30, 2023

The
Condensed Consolidated Statement of Cash Flows for the year ended December 31, 2024, is presented below for reference in comparison to
the years ended December 31, 2023, and November 30, 2023:

Operating
Activities

Net
cash used in operating activities during the year ended December 31, 2024, was $7,752,629, compared to $9,188,731 during the year
ended December 31, 2023 ($9,428,815 during the year ended November 30, 2023). An increase in prepaid expenses providing cash of
$188,264 in the year ended December 31, 2024, compared to a decrease in prepaid expenses used cash of $243,966 in the year ended
December 31, 2023 ($307,963 in the year ended November 30, 2023). The increase in cash flows from prepaid expenses during the year
ended December 31, 2024, was primary the result of lower prepaid corporate development expenses. An increase in other receivables
providing cash of $145,297 in the year ended December 31, 2024, compared to a decrease in other receivables used cash of $84,716 in
the year ended December 31, 2023 ($47,113 in the year ended November 30, 2023). A decrease in accrued liabilities used cash of
$120,829 in the year ended December 31, 2024, compared to an increase in accrued liabilities providing cash of $128,590 in the year
ended December 31, 2023 ($85,126 in the year ended November 30, 2023). An increase in accounts payable providing cash of $66,641 in
the year ended December 31, 2024, compared to a decrease in accounts payables used cash of $65,580 in the year ended December 31,
2023 ($268,149 in the year ended November 30, 2023).

Significant
operating expenditures during the years ended December 31, 2024, December 31, 2023, and the year ended November 30, 2023, included general and administrative expenses and exploration
expenditures.

Investing
Activities

Net
cash used in investing activities during the year ended December 31, 2024, was $171,836, which related to the purchase of equipment,
compared to $979,523 during each of the years ended December 31, 2023, and November 30, 2023, each of which comprised of $866,140
related to the construction of camp structures, and $113,383 related to the purchase of equipment.

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Financing
Activities

For
the year ended December 31, 2024, net cash provided by financing activities was $599,824, which was primarily comprised of the net
proceeds of $585,722 from the ATM Program, proceeds received from warrant exercises of $3,900, and $10,202 allocated personnel costs
from GoldMining, compared to $21,304,932 during the year ended December 31, 2023 ($21,842,038 during the year ended November 30,
2023). The net cash provided by financing activities during the year ended December 31, 2023, primarily comprised of net proceeds of
$19,056,223 from the IPO, proceeds from warrant exercises of $3,363,204, withholding taxes received on return of capital of $53,935,
allocated personnel costs from GoldMining of $41,690, and advances from GoldMining of $470,805, partially offset by $1,680,925 for
repayment of advances from GoldMining. The net cash provided by financing activities during the year ended November 30, 2023, primarily comprised of net
proceeds of $19,056,223 from the IPO, proceeds from warrant exercises of $3,363,204, withholding taxes received on return of capital of
$53,935, allocated personnel costs from GoldMining of $46,459, and advances from GoldMining of $1,003,142, partially offset by $1,680,925
for repayment of advances from GoldMining.

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 2025 and thereafter,
to keep the Whistler Project in good standing. Additionally, we have an annual labor requirement of $135,200 for 2025 and thereafter,
for which a cash-in-lieu payment equal to the value of the annual labor requirement may be made instead. We have excess labor carry forwards
of $61,674 expiring in 2026, $1,736,956 expiring in 2027, and $4,572,319 expiring in 2028, of which up to $135,200 can be applied each
year to meet our annual labor requirements. The Whistler Project is in good standing as of the date of this Annual Report.

Future
Commitments

On
November 27, 2020, GoldMining agreed to cause us to issue a 1.0% net smelter return (“NSR”) royalty on its Whistler
Project to Gold Royalty U.S. Corp. (a subsidiary of Gold Royalty Corp.). We also assigned certain buyback rights relating to an existing
third party royalty on the Whistler Project such that Gold Royalty U.S. Corp. has a right to acquire a 0.75% NSR (including an area of
interest) on the Whistler Project for $5,000,000 pursuant to such buyback rights. The royalty was subsequently assigned to Nevada Select
Royalty, Inc. (a subsidiary of Gold Royalty Corp.).

In
August 2015 we acquired rights to the Whistler Project and associated equipment pursuant to an asset purchase agreement by and among
the Company, GoldMining, Kiska Metals Corporation (“Kiska”) and Geoinformatics Alaska Exploration Inc (“Geoinformatics”).
Pursuant to such agreement, we acquired rights and assumed obligations under two related underlying agreements. The first underlying
agreement is a Royalty Purchase Agreement between Kiska, Geoinformatics and MF2 LLC. (“MF2”), dated December 16, 2014.
This agreement grants MF2 a 2.75 percent NSR royalty over the Whistler Project area. The MF2 royalty was subsequently assigned to Osisko
Mining (USA) Inc. The second underlying agreement is an earlier agreement between Cominco American Incorporated and Mr. Kent Turner (whose
rights and obligations thereunder were assumed by the Company) dated October 1, 1999. This agreement concerns a 2.0 percent net profit
interest to Teck Resources, recently purchased by Sandstorm Gold, in connection with an area of interest specified by standard township
sub-division.

Transactions
with Related Parties

During
the periods presented, we shared personnel, including key management personnel, office space, equipment, and various administrative services
with other companies, including GoldMining. Costs incurred by GoldMining were allocated between its related subsidiaries based on an
estimate of time incurred and use of services and are charged at cost. During the year ended December 31, 2024, the allocated costs from
GoldMining to the Company were $23,877 ($6,888 and $100,807 for the one month ended December 31, 2023, and the year ended November 30,
2023, respectively). Out of the allocated costs, $13,675 for the year ended December 31, 2024, were noncash stock-based compensation
costs ($5,615 and $54,348 for the one month ended December 31, 2023, and the year ended November 30, 2023, respectively). 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.

For
the year ended December 31, 2024, the amounts advanced to the Company or paid on its behalf by GoldMining were $nil ($nil and $1,003,142
for the one month ended December 31, 2023, and year ended November 30, 2023, respectively). In May 2023 the Company repaid GoldMining
$1,680,925, for amounts previously advanced to the Company. The amount paid represented the full amount of the outstanding loan from
GoldMining at the time.

During the year ended December 31, 2024, stock-based
compensation costs included $5,861 ($1,127 and $31,127 during the one month ended December 31, 2023, and the year ended November 30, 2023,
respectively), in amounts incurred for a co-chairman and director of GoldMining for performance based restricted shares granted in September
2022.

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During
the year ended December 31, 2024, the Company incurred $142,140, and during the one month ended December 31, 2023 and the year ended
November 30, 2023, $33,125 and $233,978, respectively, 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.

Related
party transactions are based on the amounts agreed to by the parties. During the year ended December 31, 2024, Transition Period and
the year ended November 30, 2023, 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.

Outstanding
Securities

As
of the date hereof, we have 12,462,174 shares of Common Stock outstanding. In addition, we have outstanding stock options issued under
our long-term incentive plan to purchase 303,550 shares of Common Stock at an exercise price of $10 per share, 11,287 outstanding RSUs
and outstanding Warrants to purchase 1,740,992 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 these 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.

Allocation
of expenses from GoldMining

For
the year ended December 31, 2024, Transition Period, and year ended November 30, 2023, certain general administrative expenses, including
employment related expenditures for services and support functions provided by GoldMining, were allocated on a pro-rata basis considered
by GoldMining to be a reasonable reflection of the utilization of services provided to us.

43

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.

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
Issued Accounting Pronouncements

In
November 2023 the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update
(“ASU”) 2023-07, the amendments “improve reportable segment disclosure requirements, primarily through enhanced
disclosures about significant segment expenses”. In addition, the amendments enhance interim disclosure requirements, clarify
circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure
requirements for entities with a single reportable segment, and contain other disclosure requirements. The adoption of ASU 2023-07
in the current year did not have a material effect on our financial statements.

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 will be effective for annual periods beginning after December 15,
2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted.
Management is currently evaluating the impact of this guidance on our financial statements.

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.

44

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

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
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated
financial statements for the fiscal year ended November 30, 2023 and 2022, and related notes appearing at the end of this Annual Report
on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form
10-K, 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
this Annual Report on Form 10-K, 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 this Annual Report on Form 10-K will be available under our profile
at www.sec.gov and at www.sedarplus.ca.

Cautionary
Note Regarding Forward-Looking Statements

This
Annual Report 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:

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:

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 final prospectus for the IPO filed with the U.S. Securities Exchange Commission on April 20, 2023 (the “Final Prospectus”).
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 represents our expectations as of the date of this Annual Report (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.

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 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, a company organized under the laws of Canada and listed
on the Toronto Stock Exchange and NYSE American. GoldMining is a public mineral exploration company that was incorporated in 2009 and
is focused on the acquisition and development of gold assets in the Americas. Our principal executive offices are located at 1188 West
Georgia Street, Suite 1830, Vancouver, British Columbia, Canada V6E 4A2 and our head operating offices are 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
to purchase shares of Common Stock (the “Warrants”) are listed on the Nasdaq Capital Market under the symbols “USGO”
and “USGOW”, respectively.

On
April 24, 2023, in connection with the closing of our initial public offering (the “IPO”), we issued 2,000,000 units
(the “Units”), with each Unit consisting of (i) one share of Common Stock and (ii) one Warrant at a price of $10.00
per Unit for gross proceeds of $20,000,000. Each Warrant entitles the holder thereof to acquire one share of Common Stock at an exercise
price of $13.00 per share for a period of three years from the issue date. In connection with the IPO, we incurred securities issuance
costs of $970,194, of which $650,000 represented cash fees paid to the underwriters. After the IPO, GoldMining continued to own a controlling
interest in us of 9,622,491 shares of Common Stock and Warrants to purchase up to 122,490 shares of Common Stock, representing approximately
79.3% of our outstanding shares of Common Stock. As of November 30, 2023, GoldMining owned 79.7%.

On
February 9, 2024, the board of directors approved a change of our fiscal year end from November 30 to December 31, effective
beginning with the next fiscal year, which began on January 1, 2024, and will end on December 31, 2024 (the “Fiscal
2024”). As a result of the change in fiscal year, there was a one-month transition period beginning on December 1, 2023,
and ending on December 31, 2023, the results of which are expected to be reported in the Quarterly Report on Form 10-Q to be filed
for the first quarter of Fiscal 2024 and in the Annual Report on Form 10-K to be filed for Fiscal 2024.

In
2023 we also commenced our initial confirmatory work program at our 100% owned Whistler Project. Subsequent to the year end, we announced
initial results from such program.

33

Results
of Operations

Until
the completion of the IPO, we operated as a wholly-owned subsidiary of GoldMining. Accordingly, the financial statements for the year
ended November 30, 2022, were prepared on a “carve-out” basis to include allocations of certain assets, liabilities and expenses
related to services and support functions from GoldMining, which were allocated on a pro-rata basis considered by GoldMining to be a
reasonable reflection of the utilization of services provided to us for the related years presented. Management believes the assumptions
and allocations underlying the financial statements are reasonable and appropriate under the circumstances. However, these financial
statements are not necessarily indicative of the results that would be attained if we had operated as a separate legal entity
during the periods presented and are not necessarily indicative of future operating results.

Fiscal
Year Ended November 30, 2023, Compared to Fiscal Year Ended November 30, 2022

For
the fiscal year ended November 30, 2023, we recorded a net loss of $9,356,577 ($0.82 per share) compared to a net loss of $1,738,657
($0.17 per share) for the fiscal year ended November 30, 2022. The $7,617,920 increase in net loss was primarily due to increased filing,
listing, legal, accounting, and investor relations expenditures for the preparation and execution of our IPO and costs
associated with the Whistler Project exploration program.

Exploration
Expenses

For
the fiscal year ended November 30, 2023, we had exploration expenses of $5,054,500, compared to $543,322 for the fiscal year
ended November 30, 2022. The $4,511,178 increase is primarily related to our confirmatory work program conducted in 2023 which included
drilling, consulting fees to vendors that provided geological and environmental work, regulatory and community stakeholder engagements
and other technical services, and maintenance costs.

Drilling
Expenses

For
the fiscal year ended November 30, 2023, drilling expenses relating to our confirmatory drilling work in 2023 were $1,694,952 compared
to $0 for the fiscal year ended November 30, 2022.

Consulting
Fees

For
the fiscal year ended November 30, 2023, exploration expenses included consulting fees of $1,499,000, compared to $256,275 for the fiscal
year ended November 30, 2022. The increase of $1,242,725 was primarily related to consulting fees for the management of the confirmatory
work program at the Whistler Project, overhead costs for work on the renovation of the existing Whistler Project camp, and initiation
of regulator, community and other stakeholder engagements.

Land
Fee, Camp Maintenance Expenses

For
the fiscal year ended November 30, 2023, land fee and camp maintenance expenses were $945,751 compared to $254,910 for the fiscal
year ended November 30, 2022. The increase was primarily for the increase of camp costs, including equipment maintenance, camp
management labor and supplies for the ongoing exploration program, freight and sampling, as well as work related to a road access
study.

Transportation
and Travel Expenses

For
the fiscal year ended November 30, 2023, transportation and travel expenses were $547,942 compared to $29,887 for the fiscal year ended
November 30, 2022. The increase of $518,055 was mainly related to aircraft charter costs to bring crews, equipment and camp supplies
to the Whistler Project site in connection with the ongoing exploration program, including mobilization of drilling equipment and major
consumables.

34

Other
Exploration Expenses

For the fiscal year ended November 30, 2023, other exploration expenses were $366,855 compared to $2,250 for the fiscal year ended
November 30, 2022. The increase of $364,605 primarily consisted of equipment rental and fuel consumption for the ongoing exploration
program.

General
and Administrative Expenses

For
the fiscal year ended November 30, 2023, general and administrative expenditures were $4,670,248, compared to $1,172,810 for the year
ended November 30, 2022. During the year ended November 30, 2023, general and administrative expenditures primarily consisted of professional
fees of $1,665,183, compared to $883,664 during the year ended November 30, 2022. The increase in such expenses was primarily as a result
of increased legal, audit, accounting and tax services relating to our IPO. General and administrative expenditures also
included: (i) share-based compensation expenses of $423,831, which consisted of $48,756 related to the award of restricted shares vested
during the year, $255,027 related to the fair value of stock options issued by us to management, directors and employees, $65,700 related to share compensation for consulting services, and $54,348 for GoldMining personnel, allocated for their
time spent on our affairs, compared to $65,303 during the year ended November 30, 2022; (ii) management fees, salaries and benefits of
$300,767, compared to $157,925 during the year ended November 30, 2022; (iii) consulting, corporate development and investor relations
expenses of $1,742,904 compared to $24,170 during the year ended November 30, 2022. The increase was mainly for building corporate brand
awareness after completion of the IPO; (iv) filing, listing, dues and subscriptions expenses of $178,595, compared to $10,882 during
the year ended November 30, 2022; (v) office administrative, rental and insurance expenses of $325,551, compared to $13,909 during the
year ended November 30, 2022; and (vi) travel, website design and hosting expenses of $33,417, compared to $16,957 during the year ended
November 30, 2022. The increase in general and administrative costs was primarily the result of a higher level of activity leading up
to and after our IPO.

Accretion
and Depreciation Expenses

For
the fiscal year ended November 30, 2023, accretion expenses for the asset retirement obligations were $21,051 compared to $19,255
for the fiscal year ended November 30, 2022.

For
the fiscal year ended November 30, 2023, depreciation expenses were $30,959 compared to $0 for the fiscal year ended November 30,
2022. The increase was primarily due to depreciation of the camp structures and equipment acquired during this year.

Loss
from Operations

For
the fiscal year ended November 30, 2023, our loss from operations was $9,776,758 compared to $1,735,387 for the year ended November
30, 2022. The increase of $8,041,371 in operating loss was primarily the result of an increase in general and administrative
expenses and exploration expenses after we completed our IPO and commenced our initial confirmatory work program at the Whistler
Project.

Our
operational costs, including, without limitation, labor costs, can be impacted by inflation. It is possible that in the future, high
inflation in the countries in which we operate may result in an increase in operational costs in local currencies, which could have a
significant effect on our operating cash flow.

35

Liquidity
and Capital Resources

Prior
to the completion of our IPO, capital resources consisted primarily of cash advanced and/or contributed from GoldMining. On April 24,
2023, we completed our IPO and issued 2,000,000 Units at a price of $10.00 per Unit for net proceeds in an aggregate amount of approximately
$19.1 million after deducting underwriting fees and offering costs. In May 2023, we repaid GoldMining $1,680,925, for amounts previously
advanced to us by GoldMining.

As of November 30, 2023, we had cash and cash equivalents of $11,401,338,
compared to $54,508 as of November 30, 2022, and restricted cash of $86,870, compared to $0 as of November 30, 2022. As of November 30,
2023, we had other receivables of $115,113, compared to $68,000 as of November 30, 2022. The increase in other receivables was mainly
due to interest receivable on term deposits held by us. As of November 30, 2023, we had inventories of $27,249, compared to $0 as of November
30, 2022, which included fuels held at the Whistler Project camp site. As of November 30, 2023, we had prepaid expenses and deferred costs
of $375,933, compared to $107,111 as of November 30, 2022. The increase primarily consisted of a $172,566 increase in prepaid corporate
development expenses, $179,014 increase in prepaid insurance costs and $12,174 increase in prepaid dues and subscriptions costs for activities
after completion of the IPO, and offset $94,932 deferred financing costs as at November 30, 2022, which were reallocated to share issuance
costs upon completion of the IPO.

As
of November 30, 2023, current liabilities were $513,075, compared to $1,287,019 as of November 30, 2022. Current liabilities as of November
30, 2023, primarily consisted of: accounts payable of $197,978, compared to $466,127 as of November 30, 2022; accrued liabilities of $112,048,
compared to $26,922 as of November 30, 2022; withholdings taxes payable of $180,863, compared to $116,187 as of November 30, 2022. The
decreases in current liabilities were primarily related to the repayment of advances from GoldMining.

We
have not generated any revenue from operations and the only sources of financing to date have been through advances from GoldMining and
the IPO. Our ability to meet our obligations and finance exploration activities depends on our ability to generate cash flow through
the issuance of shares of common stock pursuant to private placements and short-term or long-term loans. 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 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.

We believe that the existing cash on hand will enable us to meet our working capital requirements for the next twelve months commencing
from the date that the consolidated financial statements are issued.

As
of November 30, 2023, we did not have any off-balance sheet arrangements.

36

Summary
of Cash Flows

Operating
Activities

For the fiscal year ended November 30, 2023, net cash used in operating activities was $9,428,815, compared to $1,322,149
for the fiscal year ended November 30, 2022. Significant operating expenditures for the fiscal year ended November 30, 2023, included
general and administrative expenses and exploration expenditures as we commenced our initial programs at the Whistler Project. The increase
of net cash used in operating activities is primarily the result of increased filing, listing, legal, accounting, and investor relations
expenditures for the preparation and execution of our IPO and costs associated with the Whistler Project exploration program.

Investing
Activities

For the fiscal year ended November 30, 2023, net cash used in investing
activities was $979,523, compared to $0 for the fiscal year ended November 30, 2022, of which, $866,140 related to the renovation of existing
camp structures and construction of additional facilities for the Whistler Project, and $113,383 related to the purchase of equipment.

Financing
Activities

For
the fiscal year ended November 30, 2023, net cash provided by financing activities was $21,842,038, which was primarily comprised of
the net proceeds of $19,056,223 from the IPO, proceeds received from warrant exercises of $3,363,204, capital contribution from GoldMining
of $46,459, withholding taxes received on return of capital of $53,935, advances from GoldMining of $1,003,142, offset by $1,680,925
for repayment of advances from GoldMining. Net cash provided by financing activities during the year ended November 30, 2022, was $1,371,027,
primarily from proceeds received from the settlement of a funding commitment of $1,158,143, advances from GoldMining of $183,302, and
capital contributions from GoldMining of $87,284, offset by $57,702 withholding taxes paid on return of capital.

Commitments
Required to Keep Whistler Project in Good Standing

For the fiscal year ended November 30, 2023, we made annual land payments in the amount of $224,583. We are required
to make annual land payments to the ADNR in the amount of $230,605 in 2024 and thereafter, to keep the Whistler Project in good standing.
Additionally, we have an annual labor requirement of $135,200 for 2024 and thereafter, for which a cash-in-lieu payment equal to the value
of the annual labor requirement may be made instead. We have excess labor carry forwards of $167,674 expiring in 2026 and $1,766,156 expiring
in 2027, of which up to $135,200 can be applied each year to meet our annual labor requirements. The Whistler Project is in good standing
as of the date of this Annual Report.

Future
Commitments

On November 27, 2020, GoldMining agreed to cause us to issue a 1.0% net
smelter return (“NSR”) royalty on our Whistler Project to Gold Royalty Corp. (“GRC”). We also assigned certain
buyback rights relating to an existing third party royalty on the Whistler Project such that GRC has a right to acquire a 0.75% NSR (including
an area of interest) on the Whistler Project for $5,000,000 pursuant to such buyback rights.

We acquired rights to the Whistler Project and associated equipment in
August 2015 pursuant to an asset purchase agreement by and among us, GoldMining, Kiska and Geoinformatics. Pursuant to such agreement,
we assumed an obligation on the Whistler Project pursuant to a royalty purchase agreement between Kiska, Geoinformatics, and MF2, dated
December 16, 2014. This agreement granted MF2 a 2.75% NSR royalty over all 304 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.

In June 2023, we entered into an agreement with Equity Geoscience, Ltd.
for the management of an exploration program for the Whistler Project. The agreement includes an approved work order totaling $5,255,500,
for the period of June 1, 2023, to February 29, 2024, which may be paused, postponed or terminated by either party with 30 days written
notice. As at November 30, 2023, we have paid $5,066,720 towards the approved work order.

37

Transactions
with Related Parties

During
the years presented, we shared personnel, including key management personnel, office space, equipment, and various administrative
services with other companies, including GoldMining which owns approximately 79.7% of our outstanding shares of our Common Stock and
have common members of management and a director. Costs incurred by GoldMining were allocated between its related subsidiaries based
on an estimate of time incurred and use of services and are charged at cost. During the years ended November 30, 2023, and 2022, the
allocated costs from GoldMining to us were $100,807 and $147,349, respectively. Out of the allocated costs, $54,348 and $60,065 for
the years ended November 30, 2023, and 2022, respectively, were noncash share-based compensation costs. 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.

For
the year ended November 30, 2023, the amounts advanced to us and paid on our behalf by GoldMining totaled $1,003,142. In May 2023, we
repaid GoldMining $1,680,925, for amounts previously advanced to us. The amount paid represented the full amount of the outstanding loan
from GoldMining at the time. For the year ended November 30, 2022, repayable amounts advanced to us and paid on our behalf by GoldMining
totaled $1,341,445, of which $1,158,143 was settled against a funding commitment. As at November 30, 2023, the loan payable to GoldMining
Inc. was $0 ($677,783 as at November 30, 2022).

For
the year ended November 30, 2022, we declared a return of capital to GoldMining of $1,096,343, which resulted in federal withholding
taxes payable of $173,889, of which $57,702 was paid during the year ended November 30, 2022. Pursuant to the return of capital, a note
payable was issued to GoldMining in the amount of $1,096,343, which was subsequently retired as a part of the settlement of the remaining
funding commitment to us in the amount of $2,254,486, which included the settlement of amounts previously advanced by GoldMining to us
in the amount of $1,158,143.

During
the year ended November 30, 2023, our board of directors approved a service agreement with Blender Media Inc. (“Blender”),
a company controlled by a direct family member of the co-chairman and a director of GoldMining. During the years ended November 30, 2023,
and 2022, we incurred $233,978 and $16,957, respectively, in general and administrative costs, paid to Blender for various services,
including information technology, corporate branding, advertising, media, website design, maintenance and hosting, provided by Blender
to us and are within industry standards. As at November 30, 2023, prepaid expenses and deferred costs included service fees prepaid to
Blender in the amount of $169,899 (November 30, 2022: $0).

During
the years ended November 30, 2023, and 2022, share-based compensation costs included $31,127 and $3,516, respectively, in amounts incurred
for the co-chairman and a director of GoldMining for performance based Restricted Shares granted in September 2022.

GoldMining
acquired 122,490 Units in the IPO at a price of $10 per Unit for a total consideration of $1,224,900. Certain directors and officers
of GoldMining also participated in the IPO.

Related
party transactions are based on the amounts agreed to by the parties. During the years ended November 30, 2023, and 2022, we did not
enter into any contracts or undertake any commitment or obligation with any related parties other than as described herein.

Outstanding
Securities

As
of the date hereof, we have 12,398,709 shares of Common Stock outstanding. In addition, we had stock options outstanding representing
82,500 shares at an exercise price of $10 per share, and outstanding Warrants to purchase 1,741,292 shares 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.

38

Critical
Accounting Estimates and Judgments

The
preparation of these 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 (“ARO”) 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.

During the fiscal year ended November 30, 2023, the ARO for the Whistler
Project was revised due to changes in the estimated timing of reclamation activities and updated assumptions regarding reclamation costs.
The estimated future costs for the rehabilitation activities were updated for camp structures due to additional facilities constructed
during the year and for the exploration and evaluation assets due to surface disturbance resulting from past exploration programs. The
life expectancy of the ARO was extended to 10 years. We recorded a change in estimate to the ARO of $67,042, resulting in the corresponding
camp structures being decreased by $98,434, and the exploration and evaluation assets being increased by $31,392, respectively.

Allocation
of expenses from GoldMining.

For
the year ended November 30, 2023, certain general administrative expenses, including employment related expenditures for services and
support functions provided by GoldMining, were allocated on a pro-rata basis considered by GoldMining to be a reasonable reflection of
the utilization of services provided to us.

Allocation
of carve-out expenses from GoldMining.

The financial statements as of November 30, 2022, have been prepared on
a “carve-out” basis to include allocations of certain assets, liabilities and expenses related to services and support functions
from GoldMining, which were allocated on a pro-rata basis considered by GoldMining to be a reasonable reflection of the utilization of
services provided to us for the quarters presented. These expenses, assets, and liabilities have been allocated to us on the basis of
direct usage when identifiable, with others allocated based on relevant data criteria as follows:

Management
believes the assumptions and allocations underlying the financial statements are reasonable and appropriate under the circumstances.
Therefore, these financial statements are not necessarily indicative of the results that would be attained if we had operated as a separate
legal entity during the periods presented and are not necessarily indicative of future operating results.

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Restricted
Shares

The
fair value of the restricted shares is measured at grant date and recognized over the period during which the restricted shares
vest. When restricted shares are conditional upon the achievement of a performance condition, we estimate the length of the expected
vesting period at 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 lack of marketability discount,
minority shareholder discount, and other applicable factors that are generally recognized by market participants.

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.

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
Issued Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic
740) Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects
related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies
and amends existing guidance to improve consistent application. The new standard is effective for the fiscal years beginning after December
15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Management has assessed and concluded there is no
material impact on our financial statements.

In November 2023, the FASB issued ASU 2023-07, the amendments “improve reportable segment disclosure requirements,
primarily through enhanced disclosures about significant segment expenses”. In addition, the amendments enhance interim disclosure
requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure
requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is
to enable “investors to better understand an entity’s overall performance” and assess “potential future cash flows.”
The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024. Management is currently evaluating the impact of this guidance on our financial
statements.

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 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.

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