U.S. GoldMining Inc. has entered into a securities purchase agreement with an institutional investor for a registered direct offering. The company will issue and sell 522,876 shares of its common stock at a purchase price of $7.65 per share. The offering is expected to generate gross proceeds of approximately $4.0 million before deducting offering expenses. The proceeds are intended for working capital and general corporate purposes. The offering is being made under an effective shelf registration statement and is expected to close on June 29, 2026.