UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
For
the fiscal year ended December 31, 2024
or
For
the transition period from ________to _______
Commission
File Number: 001-41690
U.S.
GOLDMINING INC.
(Exact
name of registrant as specified in its charter)
1188 West Georgia Street, Suite 1830, Vancouver, BC, Canada V6E 4A2
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share USGO The Nasdaq Capital Market
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes
☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”,
“smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☐ Large accelerated filer ☐ Accelerated filer
☒ Non-accelerated filer ☒ Smaller reporting company
☒ Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No ☒
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2024, based on
a closing price per share of $6.34 was $14,825,126.
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 12,462,174
shares of common stock, par value $0.001 per share, outstanding as of March 27, 2025.
TABLE
OF CONTENTS
PART I 6
Item 1. Business 6
Item 1B. Unresolved Staff Comments. 22
Item 1C. Cybersecurity 22
Item 2. Properties 23
Item 3. Legal Proceedings 32
Item 4. Mine Safety Disclosures 32
Item 6. [Reserved] 33
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 45
Item 8. Financial Statements and Supplementary Data 45
Item 9A. Controls and Procedures 45
Item 9B. Other Information 45
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 45
PART III 46
Item 10. Directors, Executive Officers and Corporate Governance 46
Item 11. Executive Compensation 51
Item 14. Principal Accountant Fees and Services 67
Item 15. Exhibits, Financial Statement Schedules 68
BASIS
OF PRESENTATION
Unless
otherwise indicated, references in this Annual Report on Form 10-K (the “Annual Report”) to “U.S. GoldMining”,
the “Company”, “we”, “us” and “our” refer to U.S. GoldMining Inc., a Nevada corporation.
We
express all amounts in this Annual Report in U.S. dollars, except where otherwise indicated. References to “$” and “US$”
are to U.S. dollars and references to “C$” are to Canadian dollars.
We
have made rounding adjustments to some of the figures included in this Annual Report. Accordingly, numerical figures shown as totals
in some tables may not be an arithmetic aggregation of the figures that preceded them.
MARKET,
INDUSTRY AND OTHER DATA
Unless
otherwise indicated, information contained in this Annual Report concerning our industry and the market in which we operate, including
our market position, market opportunity and market size, is based on information from various sources such as industry publications,
on assumptions that we have made based on such data and other similar sources and on our knowledge of the markets for our products. These
data involve a number of assumptions and limitations. We have not independently verified any third-party information.
In
addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate
is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections
entitled “Item 1A. Risk Factors”, “- Cautionary Note Regarding Forward-Looking Statements”, and elsewhere herein.
These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties
and by us.
GLOSSARY
OF ABBREVIATIONS AND TECHNICAL TERMS
In
this Annual Report, the following abbreviations are used to express elements:
Abbreviation Meaning Abbreviation Meaning
“Ag” silver “Cu” copper
“Au” gold
In
this Annual Report, the following abbreviations are used to express units of measurement:
Abbreviation Meaning Abbreviation Meaning
“g/t” grams per metric tonne “Ma” million years
“km” kilometers “masl” meters above sea level
“km2” square kilometers “mlbs” million pounds
“m” meters “wmt” wet metric tonnes
This
Annual Report utilizes the following defined terms:
“Indicated
Mineral Resource” or “Indicated Resource” means, under S-K 1300, it is that part of a Mineral Resource
for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of
geological certainty associated with an Indicated Mineral Resource is sufficient to allow a qualified person to apply modifying
factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an Indicated
Mineral Resource has a lower level of confidence than the level of confidence of a Measured Mineral Resource, an Indicated Mineral
Resource may only be converted to a Probable Mineral Reserve. Under NI 43-101, it means that part of a Mineral Resource for which
quantity and quality, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence
sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the
economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered
through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely
enough for geological and grade continuity to be reasonably assumed.
“Induced
Polarization” or “IP” means a method of ground geophysical surveying employing an electrical current
to determine indications of mineralization.
“Inferred
Mineral Resource” or “Inferred Resource” means, under S-K 1300, is that part of a Mineral Resource for
which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty
associated with an Inferred Mineral Resource is too high to apply relevant technical and economic factors likely to influence the
prospects of economic extraction in a manner useful for evaluation of economic viability. Because an Inferred Mineral Resource has
the lowest level of geological confidence of all Mineral Resources, which prevents the application of the modifying factors in a
manner useful for evaluation of economic viability, an Inferred Mineral Resource may not be considered when assessing the economic
viability of a mining project and may not be converted to a Mineral Resource. Under NI 43-101, it is that part of a Mineral Resource
for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably
assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered
through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.
“Measured
Mineral Resource” means, under S-K 1300, is that part of a Mineral Resource for which quantity and grade or quality are estimated
on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured Mineral Resource
is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed
mine planning and final evaluation of the economic viability of the deposit. Because a measured Mineral Resource has a higher level of
confidence than the level of confidence of either an Indicated Mineral Resource or an Inferred Mineral Resource, a Measured Mineral Resource
may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve. Under NI 43-101, it means that part of a Mineral Resource
for which quantity, grade or quality, densities, shape, and physical characteristics are so well established that they can be estimated
with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning
and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing
information gathered through appropriate techniques.
“Mineral
Reserve” means, under S-K 1300, is an estimate of tonnage and grade or quality of Indicated and Measured Mineral Resources that,
in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically
mineable part of a Measured or Indicated Mineral Resource, which includes diluting materials and allowances for losses that may occur
when the material is mined or extracted. Under NI 43-101, it means the economically mineable part of a Measured Mineral Resource or Indicated
Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing,
metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.
A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.
“Mineral
Resource” means, under S-K 1300, is a concentration or occurrence of material of economic interest in or on the Earth’s crust
in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A Mineral Resource is a reasonable
estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity,
that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable.
It is not merely an inventory of all mineralization drilled or sampled. Under NI 43-101, it means a concentration or occurrence of diamonds,
natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial
minerals in or on the earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for
economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated
or interpreted from specific geological evidence and knowledge.
“modifying
factors” means, under S-K 1300, are the factors that a qualified person must apply to Indicated and Measured Mineral Resources and
then evaluate in order to establish the economic viability of Mineral Reserves. A qualified person must apply and evaluate modifying
factors to convert Measured and Indicated Mineral Resources to Proven and Probable Mineral Reserves. These factors include, but are not
restricted to: mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental compliance; plans, negotiations,
or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the modifying
factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project.
“NI
43-101” means Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
“Preliminary
Economic Assessment” or “PEA” means a preliminary economic assessment as defined under S-K 1300 and NI 43-101.
“S-K
1300” means subpart 1300 of Regulation S-K - Disclosure by Registrants Engaged in Mining Operations 1300 as issued by
the U.S. Securities and Exchange Commission (the “SEC”), under the United States Securities Act of 1933, as amended,
(the “Securities Act”).
“Probable
Mineral Reserve” means the economically mineable part of an Indicated and, in some cases, a Measured Mineral Resource.
“Proven
Mineral Reserve” means the economically mineable part of a Measured Mineral Resource.
The
term “QA/QC” means quality assurance/quality control.
NOTICE
REGARDING DISCLOSURE OF MINERAL PROPERTIES
The
technical report summary for the gold-copper exploration project located in the Yentna Mining District, approximately 170 km northwest
of Anchorage, in Alaska (the “Whistler Project”), included herewith, has been prepared in accordance with S-K 1300,
which governs disclosure for mining registrants. Such technical report summary titled “S-K 1300 Technical Report Summary Initial
Assessment for the Whistler Project, South Central Alaska” with a date of issue of October 7, 2024, and an effective date of September
12, 2024 (the “S-K 1300 Report”), which was prepared by Sue Bird, P. Eng. of Moose Mountain Technical Services, who
is a qualified person under S-K 1300 and is independent of us, is included as Exhibit 96.1 in this Annual Report.
Inferred
Mineral Resources are subject to uncertainty as to their existence and as to their economic and legal feasibility. The level of geological
uncertainty associated with an Inferred Mineral Resource is too high to apply relevant technical and economic factors likely to influence
the prospects of economic extraction in a manner useful for evaluation of economic viability.
For
the meanings of certain technical terms used herein, see “- Glossary of Abbreviations and Technical Terms”.
Our
disclosure regarding our mineral property is prepared in accordance with S-K 1300, and NI 43-101. Both of these reporting standards have
similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but the standards embody slightly
different approaches and definitions.
In
our public filings in the United States and Canada, we report Indicated Resources and Inferred Resources, each as defined in S-K
1300 and NI 43-101. As currently reported, there are no material differences in our disclosed Measured Mineral Resource, Indicated
Mineral Resources and Inferred Mineral Resources under each of S-K 1300 and NI 43-101. The estimation of Indicated Mineral Resources
involves greater uncertainty as to their existence and economic feasibility than the estimation of Proven Mineral Reserves and
Probable Mineral Reserves, and therefore investors are cautioned not to assume that all or any part of Indicated Mineral Resources
will ever be converted into S-K 1300-compliant or NI 43-101-compliant Mineral Reserves. The estimation of Inferred Mineral Resources
involves greater uncertainty as to their existence and economic viability than the estimation of other categories of Mineral
Resources.
The
scientific and technical information concerning the Whistler Project in this Annual Report have been reviewed and approved by Tim Smith,
P.Geo, our Chief Executive Officer, a “qualified person” under S-K 1300 and NI 43-101.
Unless
otherwise indicated, the scientific and technical information contained in this Annual Report regarding the Whistler Project has
been derived from the S-K 1300 Report, which was included as Exhibit 96.1 to our Current Report on Form 8-K filed with the SEC on
October 7, 2024. Canadian readers should also refer to our NI 43-101 Technical Report titled “NI 43-101 2024 Updated Mineral
Resource Estimate for the Whistler Project” with an effective date of September 12, 2024 (the “NI 43-101
Report”), a copy of which is available under our profile at www.sedarplus.ca.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Please
see the note under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”
for a description of special factors potentially affecting forward-looking statements included in this Annual Report.
PART
I
Item
1. Business
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 170 km northwest of Anchorage, in Alaska. See
“Item 2. Properties” for further information.
We
were incorporated on June 30, 2015, in Alaska as “BRI Alaska Corp.” and on August 5, 2015, pursuant to an asset purchase
agreement dated July 20, 2015, by and among us, GoldMining Inc. (“GoldMining”), Kiska Metals Corporation (“Kiska”)
and Geoinformatics Alaska Exploration, Inc. (“Geoinformatics”), we acquired a 100% interest in the Whistler Project
and certain related assets. On September 8, 2022, we redomiciled to Nevada and changed our name to “U.S. GoldMining Inc.”.
Our
sole subsidiary is US GoldMining Canada Inc., a company incorporated under the laws of British Columbia, Canada, and which is wholly-owned
by us.
We
are a subsidiary of GoldMining, a Toronto Stock Exchange and NYSE American listed precious metals exploration and development company
that was incorporated in 2009 and whose disclosed strategy is to expand its property portfolio through accretive transactions of resource
stage gold projects and to advance its properties towards development. As of the date hereof, GoldMining owns 9,878,261 shares of common
stock, par value $0.001 per share (the “Common Stock”), representing approximately 79.3% of our outstanding Common
Stock, and warrants (the “Warrants”) to purchase 122,490 shares of Common Stock.
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.us.goldmining.com.
The information contained on, or that can be accessed through, our website is not a part of this Annual Report.
Our
shares of Common Stock and warrants to purchase shares of Common Stock are listed on the Nasdaq Capital Market under the symbols “USGO”
and “USGOW,” respectively.
General
Development of Business
In
April 2023, we completed our initial public offering (the “IPO”), pursuant to which we issued 2,000,000 units (the
“Units”) at an initial offering price of $10.00 per Unit for gross proceeds of $20,000,000. Each Unit was comprised
of one share of Common Stock and one Warrant, with each Warrant entitling the holder thereof to acquire one share of Common Stock at
an exercise price of $13.00. Each Warrant is immediately exercisable for a three-year period after the date of issuance.
Prior
to our IPO, we were a wholly-owned subsidiary of GoldMining and acquired the Whistler Project in 2015 from Kiska. Prior to our IPO, we
had not completed any material exploration of the Whistler Project. For a description of exploration activities of past operators please
see “Item 2. Properties”.
After
completion of our IPO, on May 30, 2023, we announced that we had mobilized a field team to execute our initial 2023 confirmatory exploration
program at the Whistler Project. On August 21, 2023, we announced commencement of our 2023 Phase 1 Drilling Project at the Whistler Project.
The program was designed as part of a multi-phase program with the goal of expanding and increasing confidence in existing deposits and
potentially testing prospective exploration targets in proximity to areas with known Mineral Resource estimates. Phase I was proposed to
include 5,000 m of drilling. On January 16, 2024, we announced results from four initial confirmatory drill holes covering 2,234 m at
the Whistler Project. Drilling was paused thereafter for the winter break.
We
recommenced the exploration program on June 27, 2024, for the 2024 field season. During 2024, we completed six diamond core holes
for 4,006 m, bringing the total drill production meterage for 2023 and 2024 to 6,240 m. Four drill holes for 2,782 m were completed
at the Whistler Deposit, and two drill holes for 1,224 m were completed at the Raintree Deposit located approximately one kilometer
east of the Whistler Deposit.
See
“Item 2. Properties” for further information.
Our
Strategy
Our
strategy is to enhance and grow the value of our asset base, with a focus on exploring and advancing the Whistler Project in Alaska.
Our longer-term strategy may include seeking out compelling acquisition opportunities that enhance the value of our assets and demonstrate
potential for significant growth through exploration and development.
Our
management team and board of directors have extensive combined mining sector related experience, including exploration, development,
operating and capital markets experience. We intend to capitalize on this significant experience as we seek to advance the Whistler Project
and otherwise grow our business, following best practices with a dedication to safety, the environment and sustainable development for
local communities.
As
part of our strategy, we expect to utilize a cost-efficient business model by operating with an efficient, highly experienced team and
calling upon third-party resources to supplement our skill set as opportunities and needs may arise. This strategy should enable us to
maintain a high degree of flexibility in our cost structure. We believe it will also help to ensure that our business model is scalable
and allows us to seek new growth opportunities in a cost effective and value enhancing manner.
Competition
The
mining industry in general is extremely competitive in all of its phases, and we compete with many companies possessing greater financial
and technical resources. Competition in the precious metals mining industry is primarily for: mineral rich properties that can be developed
and produced economically; technical expertise to find, develop, and operate such properties; labor to operate the properties; and capital
for the purpose of funding such properties. Many competitors not only explore for and mine precious metals, but also conduct refining
and marketing operations on a global basis. Such factors may result in us being unable to acquire desired properties, to recruit or retain
qualified employees or to acquire the capital necessary to fund our operations and develop mining properties. Existing or future competition
in the mining industry could materially adversely affect our Company’s prospects for mineral exploration and success in the future.
See “Item 1A. Risk Factors”.
Sustainability
We
are committed to responsible exploration and mining practices. Oversight for our sustainability policies and practices and management
of sustainability-related risks is provided by the board of directors. The board of directors has delegated oversight of certain sustainability
responsibilities to its committees and management, including the Sustainability Committee, which oversees the Company’s goals,
strategies, compliance and commitments related to sustainability.
Our
Health and Safety (“H&S”) Policy is complemented by our site-specific operational guidelines. As a part of our
H&S management program, we have identified H&S risks to workers, contractors, visitors and other stakeholders, and we have developed
prevention measures in the form of operational protocols and procedures. We have trained all workers on their respective H&S procedures
and protocols, and we monitor the effectiveness of these measures. All injuries are recorded, and reports are analyzed and tracked on
a regular basis to identify ways to improve the safety and well-being of our people.
We
aspire to be stewards of the environment while advancing the Whistler Project and are committed to employing strong environmental risk
management practices. We have established and follow operational procedures that identify environmental risks, sets out controls and
mitigation plans, and minimizes environmental impacts.
All
exploration activities are conducted in a manner that prevents undue degradation to land and water resources. Our activities to-date
have had minor impact on plant and wildlife habitats, as exploration is taking place on 17-acres of previously disturbed land. There
are no species listed as threatened or endangered in the project area. We have conducted environmental baseline studies, including water
quality, fish species, wetland and wildlife studies. We take care to ensure water quality and fish are protected during water diversion
for its use in drilling, including screening of water intakes and pumps.
We
are investing in Alaska through partnering with local suppliers and contractors and supporting local initiatives important to the
community. We have commenced community consultations to share with stakeholders our plans for the Whistler Project, prioritizing
meeting with community organizations, native groups and government.
Government
Regulation
Our
exploration and development activities are subject to various national, state, and local laws and regulations in the United States, which
govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection
of the environment, mine safety, hazardous substances, disclosure requirements and other matters. We have obtained or have pending applications
for those licenses, permits or other authorizations currently required to conduct our exploration and development programs. We believe
that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and regulations
in the United States. There are no current orders or directions relating to us with respect to the foregoing laws and regulations. For
a more detailed discussion of the various government laws and regulations applicable to our operations and potential negative effects
of these laws and regulations, see also “Item 1A. Risk Factors”.
The
exploration and development of a mining prospect is subject to regulation by a number of federal and state government authorities. These
include the U.S. Environmental Protection Agency (the “EPA”) and the United States Bureau of Land Management (“BLM”)
as well as the various state environmental protection agencies. The regulations address many environmental issues relating to air, soil
and water contamination and apply to many mining related activities including exploration, mine construction, mineral extraction, ore
milling, water use, waste disposal and use of toxic substances. In addition, we are subject to regulations relating to labor standards,
occupational health and safety, mine safety, general land use, export of minerals and taxation. Many of the regulations require permits
or licenses to be obtained and the filing of Notices of Intent and Plans of Operations, the absence of which or inability to obtain will
adversely affect the ability for us to conduct our exploration, development and operation activities. The failure to comply with the
regulations and terms of permits and licenses may result in fines or other penalties or in revocation of a permit or license or loss
of a prospect.
In
order to conduct drilling and other exploration activities under the laws of Alaska, we submitted an Application for Permit to Mine
(“APMA”) to Alaska’s Department of Natural Resources (“ADNR”) on June 30, 2022, and on
September 22, 2022, the ADNR approved Multi-Year 2022-2026 Exploration and Reclamation Permit Number 2778 for Hardrock
Exploration – Skwentna River – Yentna Mining District (the “Exploration Permit”) and Reclamation
Plan Approval Number 2778 (“Reclamation Plan”). On July 7, 2023, we received approval for amendments to the
APMA, incorporating alterations to our exploration plans for 2023 and 2024. On August 6, 2024, we received approval for amendments
to the APMA, incorporating alterations to our exploration plans for 2024. The Company expects to file amendment applications for
APMA 2278 annually, as exploration results and strategy evolve, in order to ensure exploration programs are fully authorized. Prior
to expiry of AMPA 2278 on December 31, 2026, the Company plans to apply for a new Exploration Permit.
Federal
On
lands owned by the United States, mining rights are governed by the General Mining Law of 1872, as amended, which allows the location
of mining claims on certain federal lands upon the discovery of a valuable mineral deposit and compliance with location requirements.
The exploration of mining properties and development and operation of mines is governed by both federal and state laws. Federal laws
that govern mining claim location and maintenance and mining operations on federal lands are generally administered by the BLM. Additional
federal laws, governing mine safety and health, also apply. State laws also require various permits and approvals before exploration,
development or production operations can begin. Among other things, a reclamation plan must typically be prepared and approved, with
bonding in the amount of projected reclamation costs. The bond is used to ensure that proper reclamation takes place, and the bond will
not be released until that time. Local jurisdictions may also impose permitting requirements (such as conditional use permits or zoning
approvals). The Whistler Project does not incorporate any Federal lands.
Alaska
In
Alaska, low impact, initial stage surface exploration such as stream sediment, soil and rock chip sampling do not require any permits.
The State of Alaska requires an APMA exploration permit for all substantial surface disturbances such as trenching, road building and
drilling. These permits are also reviewed by related state and federal agencies that can comment and require specific changes to the
proposed work plans to minimize impacts on the environment. The permitting process for significant disturbances generally requires 30
days for processing and all work must be bonded. Due to the northern climate, exploration work in some areas of Alaska can be limited
by excessive snow cover and cold temperatures. In general, surface sampling work is limited to May through September and surface drilling
from March through November, although some locations afford opportunities for year round exploration operations and others, such as wetland
areas, may only be explored while frozen in the winter. Mining is conducted in a number of locations in Alaska on a year round basis,
both open pit and underground.
Employees
As
of December 31, 2024, we had a total of nine employees, six of which were full time employees. We rely upon and engage consultants on a
contract basis to provide services, management and personnel who assist us to carry on our administrative, stockholder communication
and project exploration activities in the United States.
We
use the services of independent consultants and contractors to perform various professional services, including land acquisition, legal,
environmental and tax services. In addition, we utilize the services of independent contractors to perform construction, geological,
exploration and drilling operation services and independent third-party engineering firms assist with the design, engineering, and cost
optimization of the proposed large-scale complex.
Reports
to Security Holders
We
are subject to the informational requirements of the Exchange Act. Accordingly, we file annual reports, quarterly reports and proxy statements
electronically with the SEC. The SEC maintains an internet site, at www.sec.gov, that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC. Copies of such documents are also available on our website
at www.us.goldmining.com.
Item
1A. Risk Factors.
You
should carefully consider the following risk factors in addition to the other information included in this Annual Report on Form 10-K.
Each of these risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect
the value of an investment in our shares of Common Stock or other securities. The risks described below are not the only ones facing
us. Additional risks that we are not presently aware of, or that we currently believe are immaterial, may also adversely affect our business,
operating results and financial condition. We cannot assure you that we will successfully address these risks and caution that other
unknown risks may exist or may arise that may affect our business.
An
investment in our securities is speculative and involves a high degree of risk due to the nature of our business and the present stage
of exploration and development of our mineral properties. The following risk factors, as well as risks not currently known to us, could
materially adversely affect our future business, operations and financial condition and could cause them to differ materially from the
estimates described in the forward-looking statements relating to us.
Risks
Relating to our Business and Industry
Our
success depends on the exploration development and operation of the Whistler Project, an exploration stage project which is currently
our only project.
At
present, our only mineral property is the interest that we hold in the Whistler Project, which is in the exploration stage. Unless we
acquire or develop additional mineral properties, we will be solely dependent upon this property and our future success will be largely
driven by our ability to explore and develop the Whistler Project successfully, including the results of such exploration and development
efforts. If no additional mineral properties are acquired by us, any adverse development affecting our operations and further exploration
or development of the Whistler Project may have a material adverse effect on our financial condition and results of operations.
Resource
exploration and development is a high risk, speculative business.
The
Whistler Project is at the exploration stage and is without identified Mineral Reserves. Mineral exploration and mine development are
highly speculative in nature, involve many uncertainties and risks and are frequently unsuccessful. Mineral exploration is performed
to demonstrate the dimensions, position and mineral characteristics of mineral deposits, estimate Mineral Resources, assess amenability
of the deposit to mining and processing scenarios and estimate potential deposit size. Once mineralization is discovered, it may take
a number of years from the initial exploration phases before mineral development and production is possible, during which time the potential
feasibility of the Whistler Project may change adversely.
While
the discovery of an ore body may result in substantial rewards, few mineral properties which are explored are ultimately developed into
producing mines. Most exploration projects do not result in the discovery of commercially mineable deposits. Resource exploration and
development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts
resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient
in quantity or quality to return a profit from production. The marketability of minerals acquired or discovered by us may be affected
by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the proximity
and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including
regulations relating to allowable production, importing and exporting of minerals, and environmental protection, the combination of which
factors may result in our not receiving an adequate return of investment capital.
There
is no assurance that our mineral exploration and development activities will result in any discoveries of commercial bodies of ore. The
long-term profitability of our operations will in part be directly related to the costs and success of our exploration programs, which
may be affected by a number of factors. Substantial expenditures are required to establish reserves through drilling and to develop the
mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from
the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to
justify commercial operations or that funds required for development can be obtained on a timely basis.
Additionally,
significant capital investment is required to discover commercial ore and to commercialize production from successful exploration effort
and maintain mineral concessions and other rights through payment of applicable taxes, advance royalties and other fees. The commercial
viability of a mineral deposit is dependent on a number of factors, including, among others: (i) deposit attributes such as size, grade
and proximity to infrastructure; (ii) current and future metal prices; and (iii) governmental regulations, including those relating to
prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and necessary supplies and environmental protection.
The complete impact of these factors, either alone or in combination, cannot be entirely predicted and their impact may result in our
not achieving an adequate return on invested capital.
There
is no certainty that the expenditures made by us towards the search for and evaluation of mineral deposits will result in discoveries
of commercial quantities of ore.
Mineral
Resource estimates are based on interpretation and assumptions and could be inaccurate or yield less mineral production under actual
conditions than is currently estimated. Any material changes in these estimates could affect the economic viability of the Whistler Project,
our financial condition and ability to be profitable.
The
estimates for Mineral Resources contained herein are estimates only and no assurance can be given that the anticipated tonnages and grades
will be achieved. There are numerous uncertainties inherent in estimating Mineral Resources, including many factors beyond our control.
Such estimation is a subjective process, and the accuracy of any Mineral Resource estimate is a function of the quantity and quality
of available data and of the assumptions made and judgments used in engineering and geological interpretation. In addition, there can
be no assurance that gold recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions
or during production, if any. If our actual Mineral Resources are less than current estimates or if we fail to develop our Mineral Resource
base through the realization of identified mineralized potential, our results of operations or financial condition may be materially
and adversely affected. Evaluation of Mineral Resources occurs from time to time and they may change depending on further geological
interpretation, drilling results and metal prices. The category of Inferred Mineral Resource is often the least reliable Mineral Resource
category and is subject to the most variability. We regularly evaluate our Mineral Resources and consider the merits of increasing the
reliability of its overall Mineral Resources.
We
have no history of earnings or mineral production, and there are currently no known commercial quantities of Mineral Reserves on the
Whistler Project.
We
have no history of earnings or mineral production and may never engage in mineral production. There are currently no known commercial
quantities of Mineral Reserves on the Whistler Project. Development of the Whistler Project and any other projects we may acquire in
the future will only follow upon obtaining satisfactory results of further exploration work and geological and other studies. Exploration
and the development of natural resources involve a high degree of risk and few properties which are explored are ultimately developed
into producing properties. There is no assurance that our exploration and development activities will result in any discoveries of commercial
bodies of ore. The long-term profitability of our operations will be in part directly related to the cost and success of our exploration
programs, which may be affected by a number of factors. Even if commercial quantities of minerals are discovered, the Whistler Project
may not be brought into a state of commercial production. The commercial viability of a mineral deposit once discovered is also dependent
on various factors, including particulars of the deposit itself, proximity to infrastructure, metal prices, and availability of power
and water to permit development.
Further,
we are subject to many risks common to mineral exploration companies, including under-capitalization, cash shortages, limitations with
respect to personnel, financial and other resources and the lack of revenues. There is no assurance we will be successful in achieving
a return on stockholder’s investment and the likelihood of success must be considered in light of its early-stage operations.
Mining
and project development is inherently risky and subject to conditions or events some of which are beyond our control, and which could
have a material adverse effect on our business.
Our
activities related to the exploration and development of the Whistler Project and any other projects we may acquire in the future are
subject to hazards and risks inherent in the mining industry. These risks, include, but are not limited to, rock falls, rock bursts,
collapses, seismic activity, flooding, environmental pollution, mechanical equipment failure, facility performance issues, and periodic
disruption due to inclement or hazardous weather conditions. Such risks could result in personal injury or fatality, damage to equipment
or infrastructure, environmental damage, delays, suspensions or permanent cessation of activities, monetary losses and possible legal
liability.
Our
current or future mining, processing, development and exploration activities depend on adequate infrastructure. Mining, processing, development
and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water
supply are important determinants that affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage and government
or other interference in the maintenance or provision of such infrastructure could adversely affect our operations, financial condition
and results of operations.
The
development of the Whistler Project or any other projects we may acquire in the future into an operating mine will be subject to all
of the risks associated with establishing and operating new mining operations.
If
the development of the Whistler Project or any other projects we may acquire in the future is found to be economically feasible and we
seek to develop an operating mine, the development of such a mine will require obtaining permits and financing the construction and operation
of the mine itself, processing plants and related infrastructure. As a result, we will be subject to certain risks associated with establishing
new mining operations, including:
In
addition, we may find that the costs, timing and complexities of developing the Whistler Project or any other future projects to be greater
than we anticipated. Cost estimates may increase significantly as more detailed engineering work is completed on a project. It is common
in mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up. Accordingly,
our activities may not result in profitable mining operations at our mineral properties.
Our
growth strategy and future exploration and development efforts may be unsuccessful.
In
order to grow our business and pursue our long-term growth strategy, we may seek to acquire additional mineral interests or merge with
or invest in new companies or opportunities. A failure to make acquisitions or investments may limit our growth. In pursuing acquisition
and investment opportunities, we face competition from other companies having similar growth and investment strategies, many of which
may have substantially greater resources than us. Competition for these acquisitions or investment targets could result in increased
acquisition or investment prices, higher risks and a diminished pool of businesses, services or products available for acquisition or
investment. Additionally, if we lose or abandon our interest in any of our mineral projects, there is no assurance that we will be able
to acquire another mineral property of merit or that such an acquisition would be approved by applicable regulators.
Increasing
attention to environmental, social and governance matters and conservation measures may adversely impact our business.
Increasing
attention to, and societal expectations on companies to address, climate change and other environmental and social impacts and investor
and societal expectations regarding voluntary environmental, social and governance (“ESG”) disclosures may result
in increased costs and reduced access to capital. While we may announce various voluntary ESG targets in the future, such targets are
aspirational. Also, we may not be able to meet such targets in the manner or on such a timeline as initially contemplated, including,
but not limited to, as a result of unforeseen costs or technical difficulties associated with achieving such results.
In
addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes
for evaluating companies on their approach to ESG matters. Unfavorable ESG ratings could lead to increased negative investor sentiment
toward us and could impact our access to and costs of capital. Additionally, to the extent ESG matters negatively impact our reputation,
we may not be able to compete as effectively to recruit or retain employees, which may adversely impact our business. Increased focus
by stakeholders, regulators and others on ESG related matters may result in increased permitting requirements and delays in the future.
Additionally, we may become subject to misinformation campaigns related to ESG and other matters which may require substantial management
time and expense to address and could negatively impact community sentiment regarding the applicable project or delay expected development
timelines.
We
rely on information technology systems and any inadequacy, failure, interruption or security breaches of those systems may harm our reputation
and ability to effectively operate our business.
Our
operations depend on information technology (“IT”) systems. These IT systems could be subject to network disruptions
caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as disruptions resulting from
incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. Our operations
also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive
expenses to mitigate the risks of failures. Any of these and other events could result in IT system failures, delays and/or increase
in capital expenses. The failure of IT systems or a component of information systems could, depending on the nature of any such failure,
adversely impact our reputation and results of operations.
Although
to date we have not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no
assurance that we will not incur such losses in the future. Our risk and exposure to these matters cannot be fully mitigated because
of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement
of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized
access remain a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify