Comp Committee amends RSAs: 15% vest tied to Whistler project drilling milestone by Sep 30, 2026

U.S. GoldMining Inc.

Compensation Committee approved amendment to vesting conditions of 2022 restricted stock awards for affiliates, directors, and CEO.
New condition: 15% of Restricted Stock vests if Whistler Project camp not re-established and <10,000m drilling by Sep 30, 2026.
Amendment effective September 12, 2025; RSAs originally dated Sep 23, 2022 and amended May 4, 2023.

item 5.02item 9.01

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