true FY 0001947244

 2022-12-01
 2023-11-30

 USGO:CommonShareParValue0.001PerShareMember

 2022-12-01
 2023-11-30

 USGO:WarrantsEachWarrantExercisableForOneShareOfCommonShareAtExercisePriceOf13.00Member

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 2023-05-31

 2024-04-23

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended November 30, 2023

 or

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ________to _______

 Commission
File Number: 001-41690

 U.S.
GOLDMINING INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 37-1792147

 (State
 or other jurisdiction of

 incorporation
 of organization)

 (I.R.S.
 Employer

 Identification
 No.)

 1188
 West Georgia Street, Suite 1830, Vancouver, BC, Canada

 V6E
 4A2

 (Address
 of principal executive offices)

 (Zip
 Code)

 (604) 388-9788

 (Registrant's
 telephone number, including area code)

 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 Capital Market

 Warrants,
 each warrant exercisable for one share of Common Stock at an exercise price of $13.00

 USGOW

 The
 Nasdaq Capital Market

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

 Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer",
"smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes
 No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on May 31, 2023, based on
a closing price per share of $14.90 was $ 32,936,644.

the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 12,398,709
 shares of common stock, par value $0.001 per
share, outstanding as of April 23, 2024

 Audit
 Firm Id

 Auditor
 Name:

 Auditor
 Location:

 1208

 Deloitte
 LLP

 Vancouver,
 Canada

 EXPLANATORY
NOTE

 This
Amendment No. 1 to the Annual Report on Form 10-K of U.S. GoldMining Inc. (the "Company") for the year ended November 30,
2023, as filed with the Securities and Exchange Commission on February 21, 2024 (the "Original Form 10-K") is being filed
solely to include the Company's Description of Securities as Exhibit 4.4, which was inadvertently omitted from the Original Form
10-K.

 In
accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment No. 1 includes new certifications required
by Section 302 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment No. 1. Because no financial
statements have been included in this Amendment No. 1 and this Form 10-K/A does not contain or amend any disclosure with respect to Items
307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.

 Except
as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the Original Form 10-K, nor does it reflect
events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the
Original Form 10-K.

 Item
15. Exhibits, Financial Statement Schedules

 (a)

 The
 following documents are filed as part of this Annual Report:

 (1)

 Financial
 Statements

 No
financial statements are filed with this Amendment No. 1. These items were included as part of the Original Form 10-K.

 (2)

 Financial
 Statement Schedules.

 None

 (3)

 Exhibits:

 Exhibit

 Description
 of Exhibit

 4.4*

 Description of Securities.

 31.1*

 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.

 31.2*

 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer.

 104*

 Cover

 *
Filed herewith

 SIGNATURES

 In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

 U.S.
 GOLDMINING INC.

 Date:
 April 23, 2024

 By:

 /s/
 Tim Smith

 Name:

 Tim
 Smith

 Title:

 Chief
 Executive Officer and President