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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 22, 2024

 

U.S. GoldMining Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation)

 

001-41690   37-1792147

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1188 West Georgia Street, Suite 1830

Vancouver, BC, Canada, V6E 4A2

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (604) 388-9788

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   USGO   The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00   USGOW   The Nasdaq Stock Market LLC

 

 

 

 
 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 22, 2024, U.S. GoldMining Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). As of the close of business on March 27, 2024, the record date for the Annual Meeting, there were 12,398,709 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), outstanding and entitled to vote on the proposals described below. The matters described below were submitted to a vote of the holders of the Company’s Common Stock at the Annual Meeting. Each proposal is described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 11, 2024 (the “Proxy Statement”).

 

1.Election of the six directors, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected or qualified, or such director’s earlier death, resignation, or removal.

 

Nominee   For   Withhold Authority   Broker Non-Votes
Alastair Still   10,670,094   11,065   458,476
Garnet Dawson   10,660,523   20,636   458,476
Aleksandra Bukacheva   10,670,150   11,009   458,476
Laura Schmidt   10,668,916   12,243   458,476
Ross Sherlock   10,662,660   18,449   458,476
Lisa Wade   10,670,116   11,043   458,476

 

2.Ratification of the appointment of Deloitte LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

For   Against   Abstain
11,133,525   3,936   2,174

 

3.Approval, on a non-binding advisory basis, of the compensation of the named executive officers as set forth in the Proxy Statement.

 

For   Against   Abstain   Broker Non-Votes
10,603,753   22,845   54,561   458,476

 

4.Approval, on a non-binding advisory basis, of the frequency of future advisory votes on executive compensation.

 

1 Year   2 Years   3 Years   Abstain   Broker Non-Votes
10,117,309   29,567   479,723   54,560   458,476

 

For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 22, 2024 U.S. GOLDMINING INC.
     
  By: /s/ Tim Smith
  Name: Tim Smith
  Title: Chief Executive Officer

 

 

 

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May 22, 2024
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Document Period End Date May 22, 2024
Entity File Number 001-41690
Entity Registrant Name U.S. GoldMining Inc.
Entity Central Index Key 0001947244
Entity Tax Identification Number 37-1792147
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 1188 West Georgia Street
Entity Address, Address Line Two Suite 1830
Entity Address, City or Town Vancouver
Entity Address, State or Province BC
Entity Address, Postal Zip Code V6E 4A2
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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Common Stock, par value $0.001 per share  
Title of 12(b) Security Common Stock, par value $0.001 per share
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Security Exchange Name NASDAQ
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00  
Title of 12(b) Security Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00
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Security Exchange Name NASDAQ
US GoldMining (NASDAQ:USGOW)
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