USGO 424B5: Shelf registration

U.S. GoldMining Inc.

Filed with the SEC on · accession 0001493152-26-050486

USGO filed a 424B5 (prospectus (offering)) with the SEC on Nov 6, 2026. U.S. GoldMining Inc. filed a prospectus supplement to decrease the maximum aggregate offering price of its at-the-market (ATM) common stock offering to $3,200,000, with H.C. The stock moved +5.2% by the first close after the filing.

Summary of the filing

U.S. GoldMining Inc. filed a prospectus supplement to decrease the maximum aggregate offering price of its at-the-market (ATM) common stock offering to $3,200,000, with H.C. Wainwright & Co. as lead agent. The filing also discloses potential rescission rights related to 8,633 shares issued upon warrant exercises while a prior registration statement was not current.

Key details

Maximum aggregate offering price under ATM$3.2M
Aggregate shares sold under Sales Agreement to date$11.4M
Public float value$33.4M
Aggregate market value of securities sold in prior 12 months under General Instruction I.B.6$5.9M
Remaining amount available under General Instruction I.B.6$5.2M
Aggregate cash proceeds from Affected Warrant Shares$112K
IssuerU.S. GoldMining Inc.
Lead agentH.C. Wainwright & Co., LLC
Co-agentVentum Financial Corp.
Co-agentStifel

How USGO stock reacted

Close before

$4.98

Nov 5, 2026

First close after

+5.22%

$5.24

5 trading days

—

Since filing

+16.47%

$5.80

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Frequently asked questions

What did USGO file with the SEC on Nov 6, 2026?

USGO filed a 424B5 (Shelf registration). U.S. GoldMining Inc. filed a prospectus supplement to decrease the maximum aggregate offering price of its at-the-market (ATM) common stock offering to $3,200,000, with H.C. Wainwright & Co. as lead agent. The filing also discloses potential rescission rights related to 8,633 shares issued upon warrant exercises while a prior registration statement was not current.

What does a shelf registration mean for USGO stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B5?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B5 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did USGO stock react to this filing?

USGO closed at $4.98 before the filing and $5.24 on Nov 6, 2026 (+5.22%).

Other USGO SEC filings

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