# U.S. GoldMining Inc.: Form 10-Q for the period ended Mar 31, 2024

- Company: [U.S. GoldMining Inc.](/companies/usgo.md) (CIK 1947244)
- Form: 10-Q
- Filed: 2024-05-10
- Accepted by EDGAR: May 10, 2024, 16:46 ET
- Period: 2024-03-31
- Accession: 0001493152-24-018677
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1947244/000149315224018677/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1947244/000149315224018677/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Operating income | 3 months, 2024-01-01 to 2024-03-31 | −$1.1m | us-gaap:OperatingIncomeLoss |
| Net income | 3 months, 2024-01-01 to 2024-03-31 | −$962.4k | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-01-01 to 2024-03-31 | −$0.08 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-01-01 to 2024-03-31 | −$0.08 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-01-01 to 2024-03-31 | 12,398,709 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2024-01-01 to 2024-03-31 | −$467.2k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-01-01 to 2024-03-31 | $1.9k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2024-03-31 | $10.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-03-31 | $11.2m | us-gaap:AssetsCurrent |
| Total assets | at 2024-03-31 | $12.1m | us-gaap:Assets |
| Current liabilities | at 2024-03-31 | $708.7k | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-03-31 | $1.0m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-03-31 | $11.1m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 40,456 characters.

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.

This management’s discussion and analysis of our financial condition and results of operations (the “MD&A”) is intended to assist you in better understanding and evaluating the financial condition and results of operations of the Company. You should read this MD&A in conjunction with our unaudited interim condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q (“Quarterly Report”), as well as our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023, as amended on Form 10-K/A (the “Annual Report”), including the related notes contained therein.

### Cautionary Note Regarding Forward-Looking Statements

This Quarterly 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:

- anticipated tonnages and grades of the mineral resources disclosed for the Whistler Project;
- our expectations regarding the continuity of mineral deposits;
- our expectations regarding raising capital and developing the Whistler Project;
- our planned exploration activities on the Whistler Project;
- expectations regarding environmental, social or political issues that may affect the exploration or development progress;
- our estimates regarding future revenue, expenses and needs for additional financing; and
- our ability to attract and retain qualified employees and key personnel.

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

- the timing and ability to obtain requisite operational, environmental and other licenses, permits and approvals, including extensions thereof will occur and proceed as expected;
- current gold, silver, base metal and other commodity prices will be sustained, or will improve;
- the proposed development of the Whistler Project will be viable operationally and economically and will proceed as expected;
- any additional financing required by us will be available on reasonable terms or at all; and
- the Company will not experience any material accident, labor dispute or failure of plant or equipment.

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

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

These factors should not be construed as exhaustive and should be read with other cautionary statements in this document. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements, which speaks only as of the date made. The forward-looking statements contained in this document represent our expectations as of the date of this Quarterly 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 150 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 79.7% 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 offices are located at 301 Calista Court, Suite 200, Office 203, Anchorage, Alaska, 99518. Our website address is www.usgoldmining.us.

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

### 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 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 “Transition Period”). See “*Results of Operations”* for further information regarding the Transition Period.

### The Whistler Gold-Copper Project

We previously announced a planned exploration program over the 2023 and 2024 field seasons consisting of up to 10,000-meters of core drilling, and surface exploration which may include soil geochemical sampling and geophysical surveying, geological data processing and interpretation, and collection of mine planning and mineral processing information including metallurgical, geotechnical and hydrogeological data. Environmental baseline data collection, as well as heritage land use studies were initiated in 2023, with on-ground archaeological surveys expected to be initiated in 2024 or 2025. We have also engaged in community consultation with respect to sharing information with stakeholders regarding both the ongoing exploration activity and potential future mine development of the Whistler Project.

On August 21, 2023, we announced the commencement of the 2023 Phase 1 Drilling Program (the “2023 Program”) at the Whistler Project. Phase 1 of the 2023 Program comprised up to an initial 5,000 meters of the budgeted and fully funded 10,000-meter drilling program. Four confirmatory drill holes were completed for a total of 2,234 meters by mid-November, at which time the Program was paused for winter break.

On January 16, 2024, we announced initial results from the 2023 Program, which confirmed the continuity of the near-surface high-grade core at the Whistler deposit and included the best intercept of continuous mineralization intersected in drilling at the Whistler Project to date. We plan to re-commence the drilling program at the Whistler Project at the start of the 2024 field season. We have not yet finalized the work program, including extent of drilling, for the 2024 year.

### Results of Operations

### Three months ended March 31, 2024, compared to three months ended March 31, 2023

| Selected operating results | For the Three Months Ended March 31, 2024 ($) | March 31, 2023 ($) | Change ($) |
| --- | ---: | ---: | ---: |
| Net loss for the period | 962,449 | 1,024,261 | (61,812) |
| Loss from operations | 1,106,755 | 1,021,611 | 85,144 |
| Exploration expenses | 414,497 | 125,205 | 289,292 |
| General and administrative expenses | 662,901 | 891,280 | (228,379) |
| Depreciation | 24,969 | - | 24,969 |

For the three months ended March 31, 2024, we recorded a net loss of $962,449 ($0.08 per share), compared to a net loss of $1,024,261 ($0.10 per share) for the three months ended March 31, 2023. The decrease was primarily due to decreased legal and accounting expenditures after the completion of our IPO, partially offset by the increase of costs associated with the Whistler Project exploration program.

For the three months ended March 31, 2024, we had exploration expenses of $414,497, compared to $125,205 for the three months ended March 31, 2023. The increase was primarily related to the 2023 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 three months ended March 31, 2024, exploration expenses primarily consisted of:

(i) consulting fees of $155,834, compared to $124,155 for the three months ended March 31, 2023. The increase primarily related to consulting fees paid to third parties for the management of the confirmatory work program at the Whistler Project, as well as regulator, community and other stakeholder engagements.

(ii) camp maintenance expenses of $153,440, compared to $nil for the three months ended March 31, 2023. The expenses during the three months ended March 31, 2024, were primarily for camp costs, including equipment maintenance, camp management labor and supplies for the ongoing exploration program, as well as work to support an access road to the Whistler Project. The 2023 Program commenced in the summer of 2023, shortly after the renovation of the Whistler camp was completed.

(iii) drilling expenses of $82,190, compared to $nil for the three months ended March 31, 2023. Such expenses primarily consisted of storage of third-party drilling equipment during the winter break and drill core sample analysis. The 2023 Program, which was the Company’s inaugural drilling program, didn’t start until the summer of 2023.

(iv) transportation, travel and other exploration expenses of $23,033, compared to $1,050 for the three months ended March 31, 2023.

For the three months ended March 31, 2024, general and administrative expenditures were $662,901, compared to $891,280 for the three months ended March 31, 2023. During the three months ended March 31, 2024, general and administrative expenditures primarily consisted of:

(i) professional fees of $152,807, compared to $685,019 during the three months ended March 31, 2023. During the three months ended March 31, 2023, professional fees were primarily for legal, audit, accounting and tax services during the preparation and execution of our IPO.

(ii) share-based compensation expenses of $85,266, which consisted of $4,705 related to the award of restricted shares, $73,295 related to the fair value of stock options issued by us to management, directors, consultants and employees, and $7,266 for GoldMining personnel, allocated for their time spent on our affairs, compared to $28,636 during the three months ended March 31, 2023. 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 $88,123, compared to $55,305 during the three months ended March 31, 2023. 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 $162,440, compared to $65,781 during the three months ended March 31, 2023. The increase was mainly for building corporate brand awareness after completion of the IPO;

(v) filing, listing, dues and subscriptions expenses of $33,486, compared to $43,803 during the three months ended March 31, 2023;

(vi) office administrative and insurance expenses of $131,502, compared to $3,969 during the three months ended March 31, 2023. The increase was primarily for directors’ and officers’ insurance expenses during this period as a result of the completion of our IPO; and

(vii) travel, website design and hosting expenses of $9,277, compared to $8,767 during the three months ended March 31, 2023.

For the three months ended March 31, 2024, depreciation expenses were $24,969, compared to $nil for the three months ended March 31, 2023. The increase was primarily due to depreciation of camp structures, which were renovated in the summer of 2023, and equipment acquired after completion of the IPO.

For the three months ended March 31, 2024, our loss from operations was $1,106,755, compared to $1,021,611 for the three months ended March 31, 2023. The increase was primarily the result of an increase in exploration expenses after we completed our IPO and commenced the 2023 Program at the Whistler Project.

### Transition Period

| Selected operating results | For the One Month Ended December 31, 2023 ($) | December 31, 2022 ($) | Change ($) |
| --- | ---: | ---: | ---: |
| Net loss for the period | 232,997 | 177,194 | 55,803 |
| Loss from operations | 281,839 | 180,836 | 101,003 |
| Exploration expenses | 67,629 | 48,292 | 19,337 |
| General and administrative expenses | 204,484 | 130,860 | 73,624 |
| Depreciation | 8,286 | - | 8,286 |

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 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 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.

(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) share-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.

### Liquidity and Capital Resources

|  | As at March 31, 2024 ($) | As at December 31, 2023 ($) | As at November 30, 2023 ($) |
| --- | ---: | ---: | ---: |
| Cash and cash equivalents | **$10,739,292** | $11,203,893 | $11,401,338 |
| Working capital(1) | **10,443,837** | 11,293,443 | 11,493,428 |
| Total assets | **12,131,271** | 12,776,013 | 13,023,753 |
| Total current liabilities | **708,723** | 475,378 | 513,075 |
| Accounts payable | **308,036** | 118,610 | 197,978 |
| Accrued liabilities | **190,514** | 149,812 | 112,048 |
| Total non-current liabilities | **295,535** | 300,139 | 297,967 |
| Stockholders’ equity | **11,127,013** | 12,000,496 | 12,212,711 |

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

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, consisting of one share of Common Stock and one Warrant (the “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 March 31, 2024, we had cash and cash equivalents of $10,739,292 (December 31, 2023: $11,203,893; November 30, 2023: $11,401,338) and restricted cash of $86,928 (December 31, 2023: $87,756, November 30, 2023: $86,870). We had other receivables of $121,716 (December 31, 2023: $152,716; November 30, 2023: $115,113). We had inventories of $27,249 (December 31, 2023: $27,249; November 30, 2023: $27,249), which included fuels held at the Whistler Project camp site. We had prepaid expenses of $177,375 as of March 31, 2024, compared to $297,207 as of December 31, 2023, and $375,933 as of November 30, 2023. The decrease in prepaid expenses was primarily due to the amortization of corporate development and insurance expenses, offset by the increase of prepaid dues and subscription expenses.

As of March 31, 2024, current liabilities were $708,723, compared to $475,378 as of December 31, 2023, and $513,075 as of November 30, 2023. Current liabilities as of March 31, 2024, consisted of: (i) accounts payable of $308,036, compared to $118,610 as of December 31, 2023, and $197,978 as of November 30, 2023; (ii) accrued liabilities of $190,514, compared to $149,812 as of December 31, 2023, and $112,048 as of November 30, 2023; (iii) current portion of lease liabilities of $24,384, compared to $21,057 as of December 31, 2023, and $17,268 as of November 30, 2023; (iv) withholdings taxes payable of $180,863, which remained the same as of December 31, 2023 and November 30, 2023; and (v) income tax payable of $4,926, compared to $5,036 as of December 31, 2023, and $4,918 as of November 30, 2023. The increase in current liabilities was primarily due to the increase of accounts payable and accrued liabilities for the services of a third-party for the management of the ongoing exploration program for the Whistler Project.

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 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 March 31, 2024, we did not have any off-balance sheet arrangements.

### Summary of Cash Flows

#### Operating Activities

Net cash used in operating activities during the three months ended March 31, 2024, was $467,229, compared to $461,051 during the three months ended March 31, 2023. Significant operating expenditures during the three months ended March 31, 2024, and 2023 included general and administrative expenses and exploration expenditures.

Net cash used in operating activities during the one month ended December 31, 2023, was $197,832, compared to $437,916 during the one month ended December 31, 2022. The decrease of net cash used in operating activities is primarily the result of decreased legal, accounting, and tax advisory expenditures after the completion of IPO.

#### Investing Activities

Net cash used in investing activities during the three months ended March 31, 2024, was $1,900, compared to $nil during the three months ended March 31, 2023, which related to the purchase of equipment.

There were no investing activities during the one-month periods ended December 31, 2023, and 2022.

#### Financing Activities

During the three months ended March 31, 2024, net cash provided by financing activities was $3,700, compared to $381,831 during the three months ended March 31, 2023. Net cash provided by financing activities during the three months ended March 31, 2024, was primarily from capital contributions from GoldMining of $3,700 ($18,139 for the three months ended March 31, 2023), which related to allocated personnel costs from GoldMining. The advances from GoldMining during the three months ended March 31, 2024, were $nil, compared to $363,692 during the three months ended March 31, 2023.

During the one month ended December 31, 2023, net cash provided by financing activities was $1,273, compared to $538,379 during the one month ended December 31, 2022. Net cash provided by financing activities during the one month ended December 31, 2023, was primarily from capital contributions from GoldMining of $1,273 ($6,042 for the one month ended December 31, 2022), which related to allocated personnel costs from GoldMining. The advances from GoldMining during the one month ended December 31, 2023, were $nil, compared to $532,337 during the one month ended December 31, 2022.

### 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 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 Quarterly 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.

### 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 three months ended March 31, 2024, the allocated costs from GoldMining to the Company were $10,966 ($44,894 for the three months ended March 31, 2023). $7,266 of the allocated costs were noncash share-based compensation costs ($26,755 for the three months ended March 31, 2023). During the one month ended December 31, 2023, the allocated costs from GoldMining to the Company were $6,888 ($15,924 for the one month ended December 31, 2022). $5,615 of the allocated costs were noncash share-based compensation costs ($9,882 for 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 us.

For the three months ended March 31, 2024, and for the one month ended December 31, 2023, the amounts advanced to us and paid on our behalf by GoldMining were $nil ($363,692 for the three months ended March 31, 2023, and $532,337 for the one month ended December 31, 2022). 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.

During the three months ended March 31, 2024, we incurred $100,820 ($2,154 during the three months ended March 31, 2023), and during the one month ended December 31, 2023, we incurred $33,125 ($nil during the one month ended December 31, 2022), in general and administrative costs paid to Blender Media Inc. (“Blender”), a company controlled by a direct family member of the co-chairman and a director of GoldMining, for various services, including information technology, corporate branding, sponsorships and advertising, media, website design, maintenance and hosting, provided by Blender to us. As at March 31, 2024, prepaid expenses included service fees prepaid to Blender in the amount of $37,399 (December 31, 2023: $136,774; November 30, 2023: $169,899).

During the three months ended March 31, 2024, share-based compensation costs included $2,991 ($1,185 during the three months ended March 31, 2023), and during the one month ended December 31, 2023, share-based compensation costs included $1,127 ($408 during the one month ended December 31, 2022). These costs were related to performance-based restricted shares of Common Stock granted to the co-chairman and a director of GoldMining in September 2022.

Related party transactions are based on the amounts agreed to by the parties. During the three months ended March 31, 2024, and 2023 and for the one month ended December 31, 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.

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 12,398,709 shares of Common Stock outstanding. In addition, we have outstanding stock options to purchase 181,550 shares of Common Stock at an exercise price of $10 per share with a weighted average remaining contractual life of 4.54 years, and outstanding Warrants to purchase 1,741,292 shares of Common Stock at an exercise price of $13 per share with a weighted average remaining contractual life of 2.07 years. 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 three months ended March 31, 2024, and 2023 and for the one month ended December 31, 2023, and 2022 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.

### 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 November 2023 the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Updates (the “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.

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.

In March 2024 the U.S. Securities and Exchange Commission (the “SEC”) adopted new climate disclosure rules. These rules require companies to publish information that describes the climate-related risks that are reasonably likely to have a material impact on a company’s business or consolidated financial statements. The rules reflect the SEC’s efforts to respond to investors’ demand for more consistent, comparable, and reliable information about the financial effects of climate-related risks on a registrant’s operations and how it manages those risks while balancing concerns about mitigating the associated costs of the rules. Management is currently evaluating the impact of these rules 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.

## Market risk

As filed, 210 characters.

We are a smaller reporting company as defined by Rule 12b-2 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are not required to provide the information under this item.

## Controls and procedures

As filed, 1,225 characters.

### Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and, as of the end of the period covered by this Quarterly Report, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals.

### Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our last completed fiscal quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 477 characters.

In addition to the information contained in this Quarterly Report on Form 10-Q, you should carefully consider the risks discussed under “Risk Factors” in our Annual Report. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. As of the date hereof, there have been no material changes in the risk factors discussed in our Annual Report.

Filed May 10, 2024.
Source: SEC EDGAR, the filing index for accession 0001493152-24-018677. Last ingested by Listed: Nov 6, 2026, 17:39 ET. No prices; not investment advice.