US GoldMining Inc.

09/17/2025 | Press release | Distributed by Public on 09/17/2025 14:11

Management Change/Compensation (Form 8-K)

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 12, 2025, the Compensation Committee of the Board of Directors of U.S. GoldMining Inc. (the "Company") approved an amendment (the "Second Amendment") to the vesting conditions of those certain restricted stock award agreements dated September 23, 2022, as first amended on May 4, 2023 (the "RSAs"). The RSAs were previously awarded under the Company's 2022 Equity Incentive Plan to certain affiliates, directors and officers, including the Company's chief executive officer. A copy of the form of Second Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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