USGO U.S. Goldmining Inc. - 8-K

Item 1.01 Entry into a Material Definitive Agreement.

On
April 23, 2026, U.S. GoldMining Inc. (the “ Company ”) entered into an amendment (the “ Amendment ”)
with Continental (as defined below) to the Warrant Agency Agreement (the “ Agency Agreement ”), dated as of March
9, 2023, by and between the Continental Stock Transfer & Trust Company, as warrant agent ( “ Continental ”
), in connection with the Company’s initial public offering of units, each consisting of (i) one share of common stock, par value
$0.001 per share (the “ Common Stock ”), and (ii) one warrant (each, a “ Warrant ”) to
purchase one share of Common Stock, at an exercise price of $13.00 per share and expiring on April 24, 2026 (the “ Termination
Date ”).

Pursuant
to the terms of the Amendment, the Company may, in its sole discretion, extend the duration of the Warrants by delaying the Termination
Date. All other terms of the Agency Agreement remain unchanged.

The
description of the terms of the Amendment above does not purport to be complete and are qualified in its entirety by reference to the
Amendment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

On
April 22, 2026, following the effective date of the Amendment, the Board of Directors of the Company approved the extension of the term
of the Warrants from April 24, 2026, to May 1, 2026. The Warrants shall continue trading on the Nasdaq Capital Market under the symbol
“USGOW” until May 1, 2026, and may be exercised until such date. All other terms of the Warrants remain unchanged. Continental
shall remain as warrant agent with respect to the Warrants pursuant to the terms of the Agency Agreement, as amended by the Amendment.

Item
9.01 Financial Statements and Exhibits .

(d)
Exhibits.

Exhibit
No.

Description

99.1

Amendment
to Warrant Agency Agreement, dated as of April 23, 2026, by and between U.S. GoldMining Inc. and Continental Stock Transfer
& Trust Company, as warrant agent.

104

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