NASDAQ: USGO

Our
principal executive offices are located at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, Canada V6E 4A2 and our
head operating offices are located at 301 Calista Court, Suite 200, Office 203, Anchorage, Alaska, 99518. Our website address is www.us.goldmining.com.
The information contained on, or that can be accessed through, our website is not a part of this Annual Report.

Our
shares of Common Stock and warrants to purchase shares of Common Stock are listed on the Nasdaq Capital Market under the symbols “USGO”
and “USGOW,” respectively.

General
Development of Business

In
April 2023, we completed our initial public offering (the “IPO”), pursuant to which we issued 2,000,000 units (the
“Units”) at an initial offering price of $10.00 per Unit for gross proceeds of $20,000,000. Each Unit was comprised
of one share of Common Stock and one Warrant, with each Warrant entitling the holder thereof to acquire one share of Common Stock at
an exercise price of $13.00. Each Warrant is immediately exercisable for a three-year period after the date of issuance.

Prior
to our IPO, we were a wholly-owned subsidiary of GoldMining and acquired the Whistler Project in 2015 from Kiska. Prior to our IPO, we
had not completed any material exploration of the Whistler Project. For a description of exploration activities of past operators please
see “Item 2. Properties”.

6

After
completion of our IPO, on May 30, 2023, we announced that we had mobilized a field team to execute our initial 2023 confirmatory exploration
program at the Whistler Project. On August 21, 2023, we announced commencement of our 2023 Phase 1 Drilling Project at the Whistler Project.
The program was designed as part of a multi-phase program with the goal of expanding and increasing confidence in existing deposits and
potentially testing prospective exploration targets in proximity to areas with known Mineral Resource estimates. Phase I was proposed
to include 5,000 m of drilling. On January 16, 2024, we announced results from four initial confirmatory drill holes covering 2,234 m
at the Whistler Project. Drilling was paused thereafter for the winter break.

During 2024, we completed six diamond core holes for 4,006 m, bringing the total
drill production meterage for 2023 and 2024 to 6,240 m. Four drill holes for 2,782 m were completed at the Whistler Deposit, and two drill
holes for 1,224 m were completed at the Raintree Deposit located approximately one kilometer east of the Whistler Deposit. In 2025, we
completed a total of 621.25 m of shallow shock auger drilling to collect basal till and top-of-bedrock samples in the Whistler Orbit area,
part of an exploration program to collect geochemical evidence which combined with geophysical interpretation has developed numerous deeper
porphyry exploration targets.

See
“Item 2. Properties” for further information.

Our
Strategy

Our
strategy is to enhance and grow the value of our asset base, with a focus on exploring and advancing the Whistler Project in Alaska.
Our longer-term strategy may include seeking out compelling acquisition opportunities that enhance the value of our assets and demonstrate
potential for significant growth through exploration and development.

Our
management team and board of directors have extensive combined mining sector related experience, including exploration, development,
operating and capital markets experience. We intend to capitalize on this significant experience as we seek to advance the Whistler Project
and otherwise grow our business, following best practices with a dedication to safety, the environment and sustainable development for
local communities.

As
part of our strategy, we expect to utilize a cost-efficient business model by operating with an efficient, highly experienced team and
calling upon third-party resources to supplement our skill set as opportunities and needs may arise. This strategy should enable us to
maintain a high degree of flexibility in our cost structure. We believe it will also help to ensure that our business model is scalable
and allows us to seek new growth opportunities in a cost effective and value enhancing manner.

Competition

The
mining industry in general is extremely competitive in all of its phases, and we compete with many companies possessing greater financial
and technical resources. Competition in the precious metals mining industry is primarily for: mineral rich properties that can be developed
and produced economically; technical expertise to find, develop, and operate such properties; labor to operate the properties; and capital
for the purpose of funding such properties. Many competitors not only explore for and mine precious metals, but also conduct refining
and marketing operations on a global basis. Such factors may result in us being unable to acquire desired properties, to recruit or retain
qualified employees or to acquire the capital necessary to fund our operations and develop mining properties. Existing or future competition
in the mining industry could materially adversely affect our Company’s prospects for mineral exploration and success in the future.
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