U.S. GoldMining Inc. (USGO)

Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

U.S.
GoldMining Inc.

Management’s
Discussion and Analysis

For
the three and six months ended June 30, 2026

General

Unless
the context otherwise requires, references to “we”, “us” and “our” refer to U.S. GoldMining Inc.,
a Nevada corporation, and references to “$” or “dollars” are to United States dollars.

You
should read this management’s discussion and analysis of our financial condition and results of operations for the three and six
months ended June 30, 2026 (the “MD&A”) in conjunction with our unaudited interim condensed consolidated financial statements
included in Item 1 of our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026 (the “Quarterly Report”),
as well as our annual consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December
31, 2025 (the “Annual Report”), including, in each case, the related notes contained therein.

Cautionary
Note Regarding Forward-Looking Statements

This
MD&A includes forward-looking statements and forward-looking information as respectively defined under applicable Canadian securities
laws and the Private Securities Litigation Reform Act of 1995, collectively referred to as “forward-looking statements”.
Forward-looking statements include statements that relate to our plans, objectives, goals, strategies, future events, future revenue
or performance, capital expenditures, financing needs and other information that is not historical information. Forward-looking statements
can often be identified by the use of terminology such as “subject to”, “believe”, “anticipate”,
“plan”, “target”, “expect”, “intend”, “estimate”, “project”,
“outlook”, “may”, “will”, “should”, “would”, “could”, “can”,
the negatives thereof, variations thereon and similar expressions, or by discussions of strategy. In addition, any statements that refer
to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking. In particular, forward-looking statements include, but are not limited to, statements
about:

These
forward-looking statements are based on our opinions, estimates and assumptions in light of our experience and perception of historical
trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable
in the circumstances, including that:

Despite
a careful process to prepare and review the forward-looking statements, there can be no assurance that the underlying opinions, estimates
and assumptions will prove to be correct.

17

Forward-looking
statements are necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as
of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause
the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such
forward-looking statements, including but not limited to the risk factors described in greater detail under Item 1A. Risk Factors in
our Annual Report. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in forward-looking statements.

These
factors should not be construed as exhaustive and should be read with other cautionary statements in this document. Although we have
attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking
statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause
actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance
that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in
such information. Accordingly, readers should not place undue reliance on forward-looking statements, which speak only as of the date
made. The forward-looking statements contained in this document represent our expectations as of the date of this MD&A (or as the
date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation
or undertaking to update or revise any forward-looking statements whether as a result of new information, future events or otherwise,
except as required under applicable securities laws.

Business
Overview

We
are a United States domiciled exploration stage company and our sole project is currently the Whistler Project. The Whistler Project
is a gold-copper exploration project located in the Yentna Mining District, approximately 105 miles (170 kilometres) northwest of Anchorage,
in Alaska.

We
are a subsidiary of GoldMining Inc. (“GoldMining”), a company organized under the laws of Canada and listed on the Toronto
Stock Exchange and NYSE American. As of the date hereof, GoldMining owns 10,000,751 shares of our common stock, par value $0.001 per
share (“Common Stock”), representing 71.3% of the outstanding shares of our Common Stock.

Our
principal executive offices are located at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, Canada V6E 4A2, our registered
office is 3773 Howard Hughes Pkwy #500s Las Vegas, NV 89169 and our head operating office is located at 301 Calista Court, Suite 200,
Office 203, Anchorage, Alaska, 99518. Our website address is www.usgoldmining.us.

Our
shares of Common Stock are listed on the Nasdaq Capital Market under the symbol “USGO”.

Recent
Developments

On
January 20, 2026, we announced the initial results of our 2025 exploration program.

On
March 2, 2026, we announced the results of an initial economic assessment (the “PEA”) on the Whistler Project. The PEA is
preliminary in nature and there is no certainty that the project envisaged in the PEA will be realized. Further information concerning
the PEA is set out in the technical report summary prepared for us titled “Whistler Gold-Copper Project, S-K 1300 Technical Report
Summary and Initial Assessment with Economic Analysis, Alaska, United States of America” with a date of issue of March 19, 2026,
and an effective date of March 2, 2026, a copy of which is available under our profile at www.sec.gov.

On
April 20, 2026, we announced our exploration program for the 2026 field season at the Whistler Project (the “2026 Exploration Program”).
The 2026 Exploration Program consists of diamond core drilling targeting near-deposit extensions and new targets within the Whistler–Raintree
area.

On
June 26, 2026, we entered into a securities purchase agreement with an institutional investor, pursuant to which we agreed to issue and
sell 522,876 shares of our Common Stock at a purchase price of $7.65 per share in the June 2026 Registered Direct Offering (as defined
below). Such shares of common stock were issued on July 6, 2026.

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On
July 6, 2026, we announced the commencement of drilling under our 2026 Exploration Program. The initial assay results are expected by
the end of the third quarter of 2026, subject to laboratory turnaround times.

At-The-Market
Equity Program

On
May 15, 2024, we entered into an At-the-Market Offering Agreement (the “Sales Agreement”) with a lead agent and co-agents
providing for an at-the-market equity sales program (the “ATM Program”). The ATM Program initially allowed us to sell newly
issued shares of our Common Stock having an aggregate offering price of up to $5.5 million from time to time through the sales agents
subject to the terms thereof. Subsequently, the ATM Program was amended on September 30, 2025, and December 12, 2025, to increase such
amount to $7.6 million and $6.1 million, respectively.

On
June 26, 2026, we filed a prospectus supplement reducing the maximum aggregate offering price of Common Stock issuable pursuant to the
ATM Program to approximately $2.1 million.

On
July 6, 2026, we filed an additional prospectus supplement to increase the maximum aggregate offering price of Common Stock issuable
pursuant to the ATM Program to approximately $4.2 million, which does not include the Common Stock that were sold pursuant to the ATM
Program prior to July 6, 2026, having an aggregate gross sales price of approximately $10.7 million.

Sales
under the ATM Program may be made directly or through the facilities of the NASDAQ or other active trading market in the United States.
A fixed cash commission rate of 2.5% on the gross sales price per share of Common Stock sold under the ATM Program is payable to the
agents in connection with any such sales.

During
the three and six months ended June 30, 2026, we sold 47,595 shares of Common Stock under the ATM Program for gross proceeds of $567,124,
with aggregate commissions paid to the agents and other share issuance and settlement costs of $16,334.

June
2026 Registered Direct Offering

On
June 26, 2026, we entered into a securities purchase agreement with an institutional investor, pursuant to which we agreed to issue and
sell in a registered direct offering 522,876 shares of our Common Stock, at a purchase price of $7.65 per share (the “June 2026
Registered Direct Offering”). The aggregate gross proceeds from the registered direct offering were $4,000,001, prior to deducting
offering expenses payable by us. Aggregate issuance costs and expenses payable in connection with the registered direct offering were
$26,196. The shares were issued to the investor on July 6, 2026.

Results
of Operations

Three
months ended June 30, 2026, compared to three months ended June 30, 2025

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For
the three months ended June 30, 2026, we had a net loss of $4.21 million (or $0.31 per share), compa

[Excerpt truncated for page length; source filing is linked above.]

Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s
Discussion and Analysis

For
the year ended December 31, 2025

General

Unless
the context otherwise requires, references to “U.S. GoldMining”, “the Company”, “we”, “us”
and “our” refer to U.S. GoldMining Inc., a Nevada corporation and references to “$” or “dollars”
are to United States dollars.

The
management’s discussion and analysis of the financial condition and results of operations of U.S. GoldMining Inc. for the year
ended December 31, 2025 (the “MD&A”), is intended to provide readers with a review of the principal factors that
affected our performance during the periods presented, including matters that have materially affected our financial condition and results
of operations, and matters that are reasonably likely, based on management’s assessment, to have a material impact on future operations
and results.

This
MD&A should be read in conjunction with our consolidated financial statements for the years ended December 31, 2025 and 2024, and
related notes. Such financial statements and notes are included in our Annual Report on Form 10-K for the year ended December
31, 2025 (the “Annual Report”) in which this MD&A is included under Item 7 thereof. Some of the information contained
in this MD&A or set forth elsewhere in the Annual Report, including information with respect to our plans and strategy for our business,
includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth
in the “Risk Factors” section of our Annual Report, our actual results could differ materially from the results described
in, or implied by, the forward-looking statements contained in the following discussion and analysis. A copy of our Annual Report is
available under our profiles at www.sec.gov and at.

Cautionary
Note Regarding Forward-Looking Statements

This
MD&A includes forward-looking statements and forward-looking information within the meaning of Canadian securities laws and the Private
Securities Litigation Reform Act of 1995, collectively referred to as “forward-looking statements”. Forward-looking statements
include statements that relate to our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures,
financing needs and other information that is not historical information. Forward-looking statements can often be identified by the use
of terminology such as “subject to”, “believe”, “anticipate”, “plan”, “target”,
“expect”, “intend”, “estimate”, “project”, “outlook”, “may”,
“will”, “should”, “would”, “could”, “can”, the negatives thereof, variations
thereon and similar expressions, or by discussions of strategy. In addition, any statements that refer to expectations, beliefs, plans,
projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking. In particular, forward-looking statements include, but are not limited to, statements about:

38

These
forward-looking statements are based on our opinions, estimates and assumptions in light of our experience and perception of historical
trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable
in the circumstances, including that:

Despite
a careful process to prepare and review the forward-looking statements, there can be no assurance that the underlying opinions, estimates
and assumptions will prove to be correct.

Forward-looking
statements are necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as
of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause
the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such
forward-looking statements, including but not limited to the risk factors described in greater detail under Item 1A. Risk Factors in
our Annual Report. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in forward-looking statements.

These
factors should not be construed as exhaustive and should be read with other cautionary statements in this document. Although we have
attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking
statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause
actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance
that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in
such information. Accordingly, readers should not place undue reliance on forward-looking statements, which speak only as of the date
made. The forward-looking statements contained in this document represent our expectations as of the date of this MD&A (or as the
date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation
or undertaking to update or revise any forward-looking statements whether as a result of new information, future events or otherwise,
except as required under applicable securities laws.

Business
Overview

We
are a United States domiciled exploration stage company and our sole project is currently the Whistler Project. The Whistler Project
is a gold-copper exploration project located in the Yentna Mining District, approximately 105 miles (170 km) northwest of Anchorage,
in Alaska.

We
were incorporated on June 30, 2015, in Alaska as “BRI Alaska Corp.”. On September 8, 2022, we redomiciled to Nevada and changed
our name to “U.S. GoldMining Inc.” We are a subsidiary of GoldMining Inc. (“GoldMining”), a company organized
under the laws of Canada and listed on the Toronto Stock Exchange and NYSE American. As of the date hereof, GoldMining owns 9,878,261
shares of our common stock, par value $0.001 per share (the “Common Stock”), representing 74.2% of the outstanding
shares of our Common Stock and warrants (the “Warrants”) to purchase up to 122,490 additional shares of our Common
Stock, exercisable at a price of $13.00 per share until April 24, 2026.

Our
principal executive offices are located at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, Canada V6E 4A2, our registered
office is 3773 Howard Hughes Pkwy #500s Las Vegas, NV 89169 and our head operating office is located at 301 Calista Court, Suite 200,
Office 203, Anchorage, Alaska, 99518. Our website address is www.us.goldmining.com.

On
April 24, 2023, we completed our initial public offering (the “IPO”) of Units, with each Unit consisting of one share
of Common Stock and one Warrant. Our shares of Common Stock and Warrants are listed on the Nasdaq Capital Market under the symbols “USGO”
and “USGOW”, respectively.

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Recent
Developments

On
February 3 and February 10, 2025, we announced results from confirmatory diamond core drilling completed during the 2024 field season
at the Whistler and Raintree West deposits.

On
April 15, 2025, we announced our plan to commence an initial economic assessment for the Whistler Project. The study is intended to constitute
an initial assessment (“PEA”) under subpart 1300 of Regulation S-K as issued by the U.S. Securities and Exchange Commission
and a preliminary economic assessment under Canadian National Instrument 43-101 (“NI 43-101”).

On
April 24, 2025, we announced the commencement of metallurgical testwork at the Whistler Project. The principal aim of the metallurgical
testwork is to develop a preliminary process flowsheet optimized for metal recovery that will be used in the proposed PEA. The metallurgical
testwork will comprise preparation of variability composites and a master composite, feed characterization, detailed mineralogy, comminution
testing, sulphide flotation testing and gravity gold and cyanide leaching on concentrate tailings. On May 15, 2025, we provided an update
on exploration targets at the Whistler Project, comprising three separate gold ± copper ± silver mineral systems identified
to date, including the Whistler-Raintree, Island Mountain and Muddy Creek mineral systems. On May 27, 2025, we provided further details
on exploration targets at the Whistler Project, highlighting northern exploration targets hosted within the Whistler-Raintree mineral
system, also referred to as the Whistler Orbit, which comprises a classic porphyry cluster over an area of approximately 5 x 5 km, containing
multiple mapped and interpreted porphyry intrusions.

On
June 9, 2025, we selected Ausenco Engineering Canada ULC as the principal consulting firm to lead our proposed PEA.

On
July 21, 2025, we announced our exploration program for the 2025 field season at the Whistler Project (the “2025 Exploration
Program”), designed to focus on developing new potential porphyry gold-copper drill targets within the Whistler Orbit and undertaking
follow-up mapping and sampling at the Muddy Creek prospect. The 2025 Exploration Program commenced in July 2025 and was completed in
October 2025.

On
September 22, 2025, we announced updated results from a metallurgical test work program announced on April 24, 2025.

On
January 20, 2026, we announced the initial results of the 2025 Exploration Program.

On
March 2, 2026, we announced results of a positive PEA on the Whistler Project. The PEA is preliminary in nature and there is no certainty
that project envisaged in the preliminary economic assessment will be realized. Please see Item 2- Properties of our Annual Report and
the technical report titled “Whistler Gold-Copper Project, S-K 1300 Technical Report Summary and
Initial Assessment with Economic Analysis, Alaska, United States of America” with a date of issue of March 19, 2026, and an effective
date of March 2, 2026 for further information.

At-the-Market
Equity Program

On
May 15, 2024, we entered into an At-the-Market Offering Agreement (the “Sales Agreement”) with a lead agent and co-agents
providing for an at-the-market equity sales program (the “ATM Program”). The ATM Program initially allowed us to sell
newly issued shares of our Common Stock having an aggregate offering price of up to $5.5 million from time to time through the sales
agents subject to the terms thereof. Subsequently, the ATM Program was amended on September 30, 2025 and December 12

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]