Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

U.S. GoldMining Inc.

Management's Discussion and Analysis

For the three and nine months ended September 30, 2026

General

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

You should read this management's discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2026 (the "MD&A") in conjunction with our unaudited interim condensed consolidated financial statements included in Item 1 of our Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2026 (the "Quarterly Report"), as well as our annual consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "Annual Report"), including, in each case, the related notes contained therein.

Cautionary Note Regarding Forward-Looking Statements

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

	●	expectations regarding developing the 100%-owned Whistler exploration property located in Alaska, USA (the "Whistler Project");
	●	planned activities, including proposed exploration, development and the completion of proposed studies pertaining to the Whistler Project and the goals thereof; and
	●	estimates regarding future liquidity requirements, the need for additional financing in the future and our ability to continue as a going concern.

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
	●	we will not experience any material accident, labor dispute or failure of plant or equipment.

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

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

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

Business Overview

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

We are a subsidiary of GoldMining Inc. ("GoldMining"), a company organized under the laws of Canada and listed on the Toronto Stock Exchange and NYSE American. As of the date hereof, GoldMining owns 10,000,751 shares of our common stock, par value $0.001 per share ("Common Stock"), representing 68.9% of the outstanding shares of our Common Stock.

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

Our shares of Common Stock are listed on the Nasdaq Capital Market under the symbol "USGO".

Recent Developments

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

On March 2, 2026, we announced the results of an initial assessment with economic analysis (the "Initial Assessment") on the Whistler Project, prepared in accordance with subpart 1300 of Regulation S-K ("S-K 1300"). The Initial Assessment is preliminary in nature, includes inferred mineral resources that are considered too speculative geologically to have the modifying factors applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the economic assessment set forth in the Initial Assessment will be realized. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Further information concerning the Initial Assessment is set out in the technical report summary prepared for us titled "Whistler Gold-Copper Project, S-K 1300 Technical Report Summary and Initial Assessment with Economic Analysis, Alaska, United States of America" with a date of issue of March 19, 2026, and an effective date of March 2, 2026, a copy of which is available under our profile at www.sec.gov.

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

On June 26, 2026, we entered into the securities purchase agreement for the June 2026 Registered Direct Offering described below, and the shares were issued on July 6, 2026.

On July 6, 2026, we announced the commencement of drilling under our 2026 Exploration Program. Subsequently on September 22, 2026, we announced the completion of the 2026 Exploration Program, comprised of 7,493 meters of drilling across 17 core drill holes and ten target areas within the Whistler Orbit. The drilling targeted potential new gold-copper mineralized porphyry intrusions and extensions of known mineral systems. Initial assay results are expected in the coming weeks and through the end of 2026, subject to laboratory turnaround times.

On September 28, 2026, we announced the completion of our 2026 surface exploration program at the Whistler Project. The program included geological evaluation and sampling of new outcrop zones and was conducted alongside the 2026 Exploration Program to evaluate the project's mineral systems and identify additional high-priority drill targets.

At-The-Market Equity Program

On May 15, 2024, we entered into an At The Market Offering Agreement (the "Sales Agreement") with a lead agent and co-agents (collectively, the "sales agents") providing for an at-the-market equity sales program (the "ATM Program"). The ATM Program initially allowed us to sell newly issued shares of our Common Stock having an aggregate offering price of up to $5.5 million from time to time through the sales agents subject to the terms of the Sales Agreement. Subsequently, on September 30, 2025, and December 12, 2025, we filed prospectus supplements to increase the maximum aggregate offering price of Common Stock issuable under the ATM Program to $7.6 million and $6.1 million, respectively.

On June 26, 2026, we filed a prospectus supplement reducing the maximum aggregate offering price of Common Stock issuable pursuant to the ATM Program to approximately $2.1 million.

On July 6, 2026, we filed an additional prospectus supplement to increase the maximum aggregate offering price of Common Stock issuable pursuant to the ATM Program to approximately $4.2 million, which does not include the shares of Common Stock that were sold pursuant to the ATM Program prior to July 6, 2026, having an aggregate gross sales price of approximately $10.7 million.

On November 6, 2026, we filed a prospectus supplement reducing the maximum aggregate offering price of Common Stock issuable pursuant to the ATM Program to approximately $3.2 million.

Sales under the ATM Program may be made directly or through the facilities of the Nasdaq or other active trading market in the United States. A fixed cash commission rate of 2.5% on the gross sales price per share of Common Stock sold under the ATM Program is payable to the sales agents in connection with any such sales.

During the three and nine months ended September 30, 2026, we sold 73,987 and 121,582 shares of Common Stock, respectively, under the ATM Program for gross proceeds in each period of $0.70 million and $1.26 million. Aggregate commissions paid to the agents under the ATM Program were $0.02 million and $0.03 million in the three and nine months ended September 30, 2026, respectively.

Registered Direct Offerings

On June 26, 2026, we entered into a securities purchase agreement with an institutional investor, pursuant to which we agreed to issue and sell in a registered direct offering 522,876 shares of our Common Stock, at a purchase price of $7.65 per share (the "June 2026 Registered Direct Offering"). The aggregate gross proceeds from the registered direct offering were $4 million. The shares were issued to the investor on July 6, 2026.

On November 6, 2026, we entered into a securities purchase agreement with an institutional investor, pursuant to which we agreed to issue and sell in a registered direct offering 408,163 shares of our Common Stock, at a purchase price of $4.90 per share (the "November 2026 Registered Direct Offering"). The aggregate gross proceeds from the registered direct offering were approximately $2 million. The shares of Common Stock were issued to the investor on November 9, 2026 and received by the investor on November 10, 2026. The registered direct offering officially closed on November 10, 2026.

Results of Operations

Three months ended September 30, 2026, compared to three months ended September 30, 2025

		Three Months Ended September 30
		2026				2025				Change
Selected operating results
Net loss for the period		$	(8,194,770	)		$	(2,814,623	)		$	(5,380,147	)
Loss from operations			(8,213,077	)			(2,835,773	)			(5,377,304	)
Exploration expenses			7,393,633				2,095,409				5,298,224
General and administrative expenses			756,363				699,855				56,508
Depreciation		$	57,109			$	35,435			$	21,674

For the three months ended September 30, 2026, we had a net loss of $8.19 million (or $0.58 per share), compared to $2.81 million (or $0.22 per share) for the same period of 2025. The increase was primarily due to higher exploration expenses.

For the three months ended September 30, 2026, we had exploration expenses of $7.39 million, compared to $2.10 million for the same period of 2025. The increase was primarily attributable to our 2026 Exploration Program at the Whistler Project. During the three months ended September 30, 2026, exploration expenses primarily consisted of:

(i)

drilling and associated costs of $4.22 million, compared to $0.81 million for the same period of 2025. Such expenses during the three months ended September 30, 2026, were primarily for the 2026 Exploration Program at the Whistler Project, which featured diamond core drilling focused on high-priority targets within the Whistler-Raintree area. The increase compared to the same period in 2025 primarily reflected the expanded scope and technical complexity of the 2026 Exploration Program, which comprised approximately 7,493 meters of diamond core drilling across 17 holes to test geochemical and geophysical anomalies at depth, compared to approximately 621 meters of shallow auger drilling across 169 holes in 2025, which focused on identifying near-surface geochemical anomalies and mapping bedrock geology;

(ii)

third-party consulting fees of $1.33 million, compared to $0.53 million for the same period of 2025. The consulting fees during the three months ended September 30, 2026, were primarily related to the planning and management of our exploration activities at the Whistler Project and, to a lesser extent, fees paid to third parties to conduct regulatory, community and other stakeholder engagements;

(iii)

camp and field support expenses of $0.82 million, compared to $0.54 million for the same period of 2025. The expenses during the three months ended September 30, 2026, were primarily for camp costs for the 2026 field program, including equipment maintenance, camp management labor and supplies for the 2026 Exploration Program, as well as stakeholder engagement to support the Alaska state led future access road;

(iv)

other exploration expenses of $0.63 million, compared to $0.06 million for the same period of 2025. Such expenses during this period were primarily related to fuel consumption and equipment rental costs incurred in support of the 2026 Exploration Program; and

(v)

transportation and travel expenses of $0.39 million, compared to $0.16 million for the same period of 2025. Such expenses were primarily for aircraft charter costs to transport crews, equipment and supplies to the Whistler Project.

For the three months ended September 30, 2026, general and administrative expenses were $0.76 million, compared to $0.70 million for the same period of 2025. During the three months ended September 30, 2026, general and administrative expenditures primarily consisted of:

(i)

stock-based compensation expenses of $0.29 million, which consisted of $0.22 million related to the award of restricted shares, $0.07 million related to the fair value of stock options and restricted stock units ("RSUs") issued by us to management, directors, consultants and employees, compared to $0.06 million for the same period of 2025. The increase was primarily related to performance based restricted shares, following a reassessment in 2025 of the probability of achieving the applicable performance conditions, which resulted in the recognition of additional stock-based compensation expenses;

(ii)

consulting, corporate development and investor relations expenses of $0.20 million, compared to $0.27 million for the same period of 2025. The decrease was primarily attributable to lower digital marketing expenses;

(iii)

professional fees of $0.01 million, compared to $0.11 million for the same period of 2025;

(iv)

management fees, salaries and benefits of $0.11 million, compared to $0.11 million for the same period of 2025;

(v)

office administrative and insurance expenses of $0.10 million, compared to $0.10 million for the same period of 2025;

(vi)

filing, listing, dues and subscriptions expenses of $0.03 million, compared to $0.03 million for the same period of 2025; and

(vii)

travel, website design and hosting expenses of $0.02 million, compared to $0.02 million for the same period of 2025.

For the three months ended September 30, 2026, depreciation expenses were $0.06 million, compared to $0.04 million in the same period of 2025. The increase was primarily due to depreciation of new equipment acquired during the year.

For the three months ended September 30, 2026, our loss from operations was $8.21 million, compared to $2.84 million for the same period of 2025. The increase was primarily attributable to increased exploration expenses incurred in connection with the 2026 Exploration Program.

Nine months ended September 30, 2026, compared to nine months ended September 30, 2025

		Nine Months Ended September 30
		2026				2025				Change
Selected operating results
Net loss for the period		$	(14,330,492	)		$	(5,011,239	)		$	(9,319,253	)
Net loss attributable to common stockholders			(14,929,645	)			(5,011,239	)			(9,918,406	)
Loss from operations			(14,429,114	)			(5,081,961	)			(9,347,153	)
Exploration expenses			10,966,817				2,538,765				8,428,052
General and administrative expenses			3,305,031				2,422,030				883,001
Depreciation		$	140,517			$	106,305			$	34,212

For the nine months ended September 30, 2026, we recorded a net loss of $14.33 million, compared to $5.01 million for the same period of 2025. The increase was primarily due to higher exploration expenses and general and administrative expenses. During the nine months ended September 30, 2026, we recognized a deemed dividend of $599,153 arising from extensions to the expiration dates of our outstanding common stock purchase warrants ($nil for the same period of 2025). After giving effect to this deemed dividend, net loss attributable to holders of our Common Stock was $14.93 million (or $1.10 per share, basic and diluted), compared to $5.01 million (or $0.40 per share) for the same period of 2025.

For the nine months ended September 30, 2026, we had exploration expenses of $10.97 million, compared to $2.54 million for the same period of 2025. The increase was primarily attributable to our 2026 Exploration Program at the Whistler Project. During the nine months ended September 30, 2026, exploration expenses primarily consisted of:

(i)

drilling and associated costs of $5.39 million, compared to $0.84 million for the same period of 2025. In the nine months ended September 30, 2026, such expenses were primarily for the 2026 Exploration Program at the Whistler Project, which featured diamond core drilling focused on high-priority targets within the Whistler-Raintree area. The increase compared to the same period in 2025 primarily reflected the expanded scope and technical complexity of the 2026 Exploration Program, which comprised approximately 7,493 meters of diamond core drilling across 17 holes to test geochemical and geophysical anomalies at depth, compared to approximately 621 meters of shallow auger drilling across 169 holes in 2025, which focused on identifying near-surface geochemical anomalies and mapping bedrock geology;

(ii)

third-party consulting fees of $2.42 million, compared to $0.84 million for the same period of 2025. The consulting fees during the nine months ended September 30, 2026, were primarily related to the planning and management of our exploration activities at the Whistler Project and the completion of the Initial Assessment and, to a lesser extent, fees paid to third parties to conduct regulatory, community and other stakeholder engagement;

(iii)

camp and field support expenses of $1.40 million, compared to $0.60 million for the same period of 2025. The expenses during the nine months ended September 30, 2026, were primarily for camp costs for the 2026 field program, including equipment maintenance, camp management labor and supplies for the 2026 Exploration Program, as well as stakeholder engagement to support the Alaska state led future access road;

(iv)

transportation and travel expenses of $0.96 million, compared to $0.18 million for the same period of 2025. Such expenses were primarily for aircraft charter costs to transport crews, equipment and supplies to the Whistler Project;

(v)

other exploration expenses of $0.80 million, compared to $0.08 million for the same period of 2025. Such expenses during this period were primarily related to fuel consumption and equipment rentals in support of the 2026 Exploration Program.

For the nine months ended September 30, 2026, general and administrative expenditures were $3.31 million, compared to $2.42 million for the same period of 2025. During the nine months ended September 30, 2026, general and administrative expenditures primarily consisted of:

(i)

stock-based compensation expenses of $1.15 million, which consisted of $0.65 million related to the award of restricted shares, $0.50 million related to the fair value of stock options and RSUs issued by us to management, directors, consultants and employees, compared to $0.35 million for the same period of 2025. The increase was primarily related to performance based restricted shares, following a reassessment in 2025 of the probability of achieving the applicable performance conditions, which resulted in the recognition of additional stock-based compensation expenses;

(ii)

consulting, corporate development and investor relations expenses of $0.95 million, compared to $0.90 million for the same period of 2025;

(iii)

professional fees of $0.35 million, compared to $0.37 million for the same period of 2025;

(iv)

management fees, salaries and benefits of $0.36 million, compared to $0.30 million for the same period of 2025;

(v)

office administrative and insurance expenses of $0.29 million, compared to $0.33 million for the same period of 2025;

(vi)

filing, listing, dues and subscriptions expenses of $0.15 million, compared to $0.12 million for the same period of 2025; and

(vii)

travel, website design and hosting expenses of $0.06 million, compared to $0.05 million for the same period of 2025.

For the nine months ended September 30, 2026, depreciation expenses were $0.14 million, compared to $0.11 million in the same period of 2025. The increase was primarily due to depreciation of new equipment acquired during the period.

For the nine months ended September 30, 2026, our loss from operations was $14.43 million, compared to $5.08 million for the same period of 2025. The increase was primarily attributable to increased exploration expenses incurred in connection with the 2026 Exploration Program and higher general and administrative expenses.

Liquidity and Capital Resources

		As at September 30, 2026				As at December 31, 2025
Cash and cash equivalents		$	1,060,880			$	7,377,562
Working capital(1)			592,122				7,026,285
Total assets			2,614,444				8,445,682
Total current liabilities			827,963				558,819
Accounts payable			475,895				223,821
Accrued liabilities			320,410				123,914
Total non-current liabilities			282,522				277,753
Stockholders' equity		$	1,503,959			$	7,609,110

(1)

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

As of September 30, 2026, we had cash and cash equivalents of $1.06 million, compared to $7.38 million as of December 31, 2025. The decrease was primarily attributable to general and administrative expenses and exploration expenditures partially offset by proceeds received from the June 2026 Registered Direct Offering, the exercise of warrants, and the ATM Program. As of September 30, 2026, we had total working capital of $0.59 million, compared to $7.03 million as of December 31, 2025.

As of September 30, 2026, we had current liabilities of $0.83 million, compared to $0.56 million as of December 31, 2025. Current liabilities as of September 30, 2026, consisted of: (i) accounts payable of $0.48 million, compared to $0.22 million as of December 31, 2025; (ii) accrued liabilities of $0.32 million, compared to $0.12 million as of December 31, 2025; (iii) current portion of lease liabilities of $0.03 million, compared to $0.03 million as of December 31, 2025; and (iv) other payables of $nil, compared to $0.18 million as of December 31, 2025.

We are a resource exploration stage company that does not generate any revenue and have relied principally on equity-based financing to fund our operations. The only sources of financing to date have been through advances from GoldMining, our initial public offering (the "IPO"), the exercise of share purchase warrants, our ATM Program and registered direct offerings. For the nine months ended September 30, 2026, we incurred a net loss of $14.33 million, and our ability to continue in operation for the foreseeable future and to realize our assets and discharge our liabilities in the normal course of business, including to meet our obligations and finance exploration activities, is dependent on our ability to obtain additional financing. There is no assurance that sufficient future funding will be available on a timely basis or on terms acceptable to us. Among other things, 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. If we are unable to obtain sufficient financing, we may be required to delay, reduce the scope of or suspend planned exploration activities. As such, these events and conditions raise substantial doubt about our ability to continue as a going concern. Management has a plan, to pursue additional external financing, including, but not limited to, funding through its ATM Program, to alleviate the substantial doubt regarding the Company's ability to continue as a going concern; however, there can be no assurance that such plan will be successful. Our unaudited interim condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern, and any such adjustments may be material.

As of September 30, 2026, we did not have any off-balance sheet arrangements.

Summary of Cash Flows

Operating Activities

Net cash used in operating activities during the nine months ended September 30, 2026, was $12.76 million, compared to $4.70 million during the same period of 2025. The increase in cash used was primarily due to an increase in operating expenses primarily related to the 2026 Exploration Program for the Whistler Project.

Net cash used in operating activities was primarily offset by non-cash items including stock-based compensation of $1.15 million, compared to $0.35 million in the same period of 2025; depreciation expenses of $0.14 million, compared to $0.11 million in the same period of 2025. The increase in stock-based compensation in 2026 was primarily related to performance based Restricted Shares, following a reassessment in 2025 of the probability of achieving the applicable performance conditions, and, to a lesser extent, the vesting of stock options and RSUs granted in December 2025.

Changes in non-cash working capital provided cash of $0.23 million for the nine months ended September 30, 2026, compared to cash used of $0.19 million for the nine months ended September 30, 2025. The cash provided by changes in non-cash working capital was primarily due to an increase in accounts payable of $0.25 million and accrued liabilities of $0.16 million, partially offset by cash used from increases in inventories of $0.11 million and prepaid expenses of $0.09 million.

Investing Activities

Net cash used in investing activities during the nine months ended September 30, 2026, was $0.48 million, relating to the purchase of equipment, compared to $nil during the same period of 2025.

Financing Activities

For the nine months ended September 30, 2026, net cash provided by financing activities was $6.93 million, attributable to proceeds of $1.70 million from warrant exercises, proceeds of $4.00 million from the June 2026 Registered Direct Offering and proceeds of $1.23 million from the ATM Program, compared to net cash provided by financing activities of $4.06 million for the same period in 2025, which was entirely attributable to proceeds from the ATM Program.

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 $0.23 million in 2026 and thereafter, to keep the Whistler Project in good standing. Additionally, we have an annual labor requirement of $0.14 million for 2026 and thereafter, for which a cash-in-lieu payment equal to the value of the annual labor requirement may be made instead.

Future Commitments

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

1.

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

2.

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

3.

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

Transactions with Related Parties

During the three and nine months ended September 30, 2026, we incurred $1,114 and $3,267, respectively, and during the three and nine months ended September 30, 2025, $1,019 and $4,726, respectively, in general and administrative expenses paid to Blender Media Inc. ("Blender"), a company whose principal is an immediate family member of a co-chairman and director of GoldMining, for information technology, corporate branding, sponsorships and advertising, media, website design, maintenance and hosting services. Blender is a design and marketing agency that provides services to numerous publicly traded companies.

During the three and nine months ended September 30, 2026, stock-based compensation costs related to the vesting of performance based Restricted Shares granted in September 2022 included: (i) $138,289 and $410,358, respectively (stock-based compensation recovery of $8,687 and $6,269 during the three and nine months ended September 30, 2025) for such performance based Restricted Shares granted to a co-chairman and director of GoldMining; and (ii) $8,643 and $25,647, respectively (stock-based compensation recovery of $543 and $392 during the three and nine months ended September 30, 2025) to an immediate family member of a co-chairman and director of GoldMining.

In May 2026, GoldMining exercised 122,490 warrants at a price of $13.00 per warrant for a total consideration of $1,592,370.

Related party transactions are recorded based on the amounts agreed to by the parties. During the quarters ended September 30, 2026, and 2025, 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 (the "Board") 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 of this Quarterly Report, we have 14,522,811 shares of our Common Stock outstanding, including 158,750 performance based Restricted Shares. In addition, we have outstanding stock options issued under our long-term incentive plan to purchase 410,500 shares of our Common Stock at a weighted average exercise price of $9.74 per share, and 3,675 outstanding RSUs. The exercise of stock options is at the discretion of their respective holders and, accordingly, there is no assurance that any of the stock options will be exercised in the future.

Critical Accounting Estimates and Judgments

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America ("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 reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.

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

Asset retirement obligation

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

Restricted Shares and RSUs

The fair values of restricted shares and RSUs are measured at the grant date and recognized over the period during which the restricted shares and RSUs vest. When restricted shares are conditional upon the achievement of a performance condition, we estimate the length of the expected vesting period at the grant date, based on the most likely outcome of the performance condition. The fair value of the restricted shares is determined based on the fair value of the shares of Common Stock on the grant date, adjusted for minority stockholder discount, liquidity discount and other applicable factors that are generally recognized by market participants. The fair values of restricted shares and RSUs are recognized as an expense over the vesting period based on the best available estimate of the number of restricted shares and RSUs expected to vest; that estimate will be revised if subsequent information indicates that the number of restricted shares and RSUs expected to vest differs from previous estimates.

Stock Options

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

Recently Issued Accounting Pronouncements

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

JOBS Act

In April 2012, the Jumpstart Our Business Startups Act of 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 (the "Securities Act"), for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We continue the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements under the JOBS Act. Subject to certain conditions, as an emerging growth company, we may rely on certain of these exemptions, including without limitation, providing an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002. 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 U.S. Securities and Exchange Commission (the "SEC").