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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 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.

 (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 February 21, 2024

 TABLE
OF CONTENTS

 Item 1.

 Business

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosur e

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 BASIS OF PRESENTATION

 Unless otherwise indicated, references in this Annual
Report on Form 10-K (the " Annual Report ") to "U.S. GoldMining", the "Company", "we",
"us" and "our" refer to U.S. GoldMining Inc., a Nevada corporation.

 We express all amounts in this Annual Report in U.S. dollars, except where otherwise indicated. References to "$"
and "US$" are to U.S. dollars and references to "C$" are to Canadian dollars.

 We
have made rounding adjustments to some of the figures included in this Annual Report. Accordingly, numerical figures shown as totals
in some tables may not be an arithmetic aggregation of the figures that preceded them.

 MARKET, INDUSTRY AND OTHER DATA

 Unless otherwise indicated, information contained
in this Annual Report concerning our industry and the market in which we operate, including our market position, market opportunity and
market size, is based on information from various sources such as industry publications, on assumptions that we have made based on such
data and other similar sources and on our knowledge of the markets for our products. These data involve a number of assumptions and limitations.
We have not independently verified any third-party information.

 In addition, projections, assumptions and estimates
of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty
and risk due to a variety of factors, including those described in the sections entitled "Item 1A. Risk Factors", "-
Cautionary Note Regarding Forward-Looking Statements", and elsewhere herein. These and other factors could cause results to differ
materially from those expressed in the estimates made by the independent parties and by us.

 GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS

 In
this Annual Report, the following abbreviations are used to express elements:

 Abbreviation

 Meaning

 Abbreviation

 Meaning

 " Ag "

 silver

 " Cu "

 copper

 " Au "

 gold

 In this Annual Report, the following abbreviations
are used to express units of measurement:

 Abbreviation

 Meaning

 Abbreviation

 Meaning

 " g/t "

 grams per metric tonne

 " Moz "

 million troy ounces

 " Mt "

 million metric tonnes

 " km "

 kilometers

 " Mlbs "

 million pounds

 " m "

 meters

 " m "

 micrometer

 " Ma "

 million years

 " oz "

 troy ounces, with each troy ounce being equal to 31.1034768 grams

 " masl "

 meters above sea level

 " ppb "

 parts per billion

 " mm "

 millimeters

 " ppm "

 parts per million

 " km 2 "

 square kilometers

 " wmt "

 wet metric tonnes

 " NSR "

 net smelter return

 This Annual Report utilizes the following defined
terms:

 The term " Indicated Mineral Resource "
or " Indicated Resource " means that part of a Mineral Resource for which quantity and quality, grade or quality, densities,
shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical
and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed
and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits,
workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

 The term " Induced Polarization "
or " IP " refers to a method of ground geophysical surveying employing an electrical current to determine indications
of mineralization.

 The term " Inferred Mineral Resource "
or " Inferred Resource " is that part of a Mineral Resource for which quantity and grade or quality can be estimated
on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The
estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches,
pits, workings and drill holes.

 The term " Measured Mineral Resource "
means, under NI 43-101, that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics
are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic
parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed
and reliable exploration, sampling and testing information gathered through appropriate techniques.

 The term " Mineral Reserve " means
the economically mineable part of a Measured Mineral Resource or Indicated Resource demonstrated by at least a preliminary feasibility
study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate,
at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for
losses that may occur when the material is mined.

 The term " Mineral Resource " means
a concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base
and precious metals, coal, and industrial minerals in or on the earth's crust in such form and quantity and of such a grade or quality
that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of
a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.

 The term " Preliminary Economic Assessment "
or " PEA " means a preliminary economic assessment as defined under S-K 1300 and NI 43-101.

 The term " Probable Mineral Reserve "
means the economically mineable part of an indicated and, in some cases, a Measured Mineral Resource.

 The term " Proven Mineral Reserve "
means the economically mineable part of a Measured Mineral Resource demonstrated by at least a preliminary feasibility study. This preliminary
feasibility study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate,
at the time of reporting, that economic extraction can be justified.

 The term " QA/QC" means quality assurance/quality control.

 NOTICE REGARDING DISCLOSURE OF MINERAL PROPERTIES

 The technical report summary for the gold-copper exploration
project located in the Yentna Mining District, approximately 170 km northwest of Anchorage, in Alaska (the " Whistler Project "),
included herewith, has been prepared in accordance with subpart 1300 of Regulation S-K - Disclosure by Registrants Engaged in Mining
Operations, (" S-K 1300 ") as issued by the U.S. Securities and Exchange Commission (the " SEC "),
under the United States Securities Act of 1933, as amended, (the " Securities Act "), which governs disclosure for mining
registrants. Such technical report summary titled "S-K 1300 Technical Report Summary Initial Assessment for the Whistler Project,
South Central Alaska" with a date of issue of September 23, 2022, and revised date of issue of December 16, 2022 (the " S-K
1300 Report "), which was prepared by Sue Bird, P. Eng. Of Moose Mountain Technical Services, who is a qualified person under
S-K 1300 and is independent of us, is included as Exhibit 96.1 in this Annual Report.

 Inferred Mineral Resources are subject to uncertainty
as to their existence and as to their economic and legal feasibility. The level of geological uncertainty associated with an Inferred
Mineral Resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction
in a manner useful for evaluation of economic viability.

 For the meanings of certain technical terms used herein,
see "- Glossary of Abbreviations and Technical Terms ".

 Our disclosure regarding our mineral property is prepared
in accordance with S-K 1300, and NI 43-101. Both of these reporting standards have similar goals in terms of conveying an appropriate
level of confidence in the disclosures being reported, but the standards embody slightly different approaches and definitions.

 In our public filings in the United States and Canada,
we report Indicated Resources and Inferred Resources, each as defined in S-K 1300 and NI 43-101. As currently reported, there are no material
differences in our disclosed Measured Mineral Resource, Indicated Mineral Resources and Inferred Mineral Resources under each of S-K 1300
and NI 43-101. The estimation of Indicated Mineral Resources involves greater uncertainty as to their existence and economic feasibility
than the estimation of Proven and Probable Mineral Reserves, and therefore investors are cautioned not to assume that all or any part
of Indicated Mineral Resources will ever be converted into S-K 1300-compliant or NI 43-101-compliant Mineral Reserves. The estimation
of Inferred Mineral Resources involves greater uncertainty as to their existence and economic viability than the estimation of other categories
of Mineral Resources.

 The scientific and technical information
concerning the Whistler Project in this Annual Report have been reviewed and approved by Tim Smith, P.Geo, our Chief Executive
Officer, a "qualified person" under S-K 1300 and NI 43-101.

 Unless otherwise indicated, the scientific and
technical information contained in this Annual Report regarding the Whistler Project has been derived from the S-K 1300 Report,
which was included as Exhibit 96.1 to our registration statement on Form S-1 filed with the SEC and declared effective on April 19,
2023, and is included as Exhibit 96.1 to this Annual Report. Canadian readers should also refer to our NI 43-101 Technical Report
titled "NI 43-101 Mineral Resource Estimate for the Whistler Project" with an effective date of September 22, 2022 (the " NI 43-101 Report "), a
copy of which is available under our profile at www.sedarplus.ca.

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Please see the note under " Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations " for a description of special factors potentially affecting
forward-looking statements included in this Annual Report.

 PART
I

 Item
1. Business

 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 170 km northwest of Anchorage, in Alaska. See " Item 2. Properties" for further information.

 We
were incorporated on June 30, 2015, in Alaska as "BRI Alaska Corp." and on August 5, 2015, pursuant to an asset purchase
agreement dated July 20, 2015, by and among us, GoldMining Inc. (" GoldMining "), Kiska Metals Corporation
(" Kiska ") and Geoinformatics Alaska Exploration, Inc. (" Geoinformatics "), we acquired a 100%
interest in the Whistler Project and certain related assets. On September 8, 2022, we redomiciled to Nevada and changed our name to
"U.S. GoldMining Inc.".

 Our
sole subsidiary is US GoldMining Canada Inc., a company incorporated under the laws of British Columbia, Canada and which is wholly-owned
by us.

 We
are a subsidiary of GoldMining, a Toronto Stock Exchange and NYSE American listed precious metals exploration and development
company that was incorporated in 2009 and whose disclosed strategy is to expand its property portfolio through accretive
transactions of resource stage gold projects and to advance its properties towards development. As of the date hereof, GoldMining owns 9,878,261 shares
of common stock, par value $0.001 per share (the " Common Stock "), representing approximately 79.7% of our outstanding Common Stock, and warrants
(the " Warrants ") to purchase 122,490 shares of Common Stock.

 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 was 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 the 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 ".

 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 test prospective exploration targets in proximity to areas with known Mineral Resource
estimates. Phase I is proposed to include 5,000m of drilling. On January 16, 2024, we announced results from four initial confirmatory
drill holes covering 2,234m at the Whistler Project. Drilling was paused thereafter for the winter break. 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. See " Item 1A. Risk Factors ".

 Environmental, Social, and Governance

 We are committed to the sustainable development of our projects by embedding environmental, social and governance
(" ESG ") criteria in our decision-making framework from the earliest stages of project exploration and development.
We are actively building partnerships with stakeholders around the Whistler project, through meeting with business, regulatory and community
partners to identify opportunities to generate economic and social benefits. We aim to reduce our environmental impacts and put safety
first, as well as employ responsible mineral exploration practices aligned to global best practices. We expect that our Sustainability
Committee and board of directors will review and adopt various ESG and safety policies in due course. Key considerations that will influence
our decision making include, but are not limited to, using clean and renewable energy in our future mining operations, optimizing and
minimizing our water resource utilization, minimizing our environmental footprint, ensuring workforce diversity and hiring from local
communities, health, safety and environmental performance as well as cultural heritage and biodiversity protection.

 Government
Regulation

Our exploration and development activities are subject to various national, state, and local laws and regulations in the United States, which govern
prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the
environment, mine safety, hazardous substances, disclosure requirements and other matters. We have obtained or have pending applications
for those licenses, permits or other authorizations currently required to
conduct our exploration and development programs. We believe that we are in compliance in all material respects with
applicable mining, health, safety and environmental statutes and regulations in the United States. There are no current orders or directions
relating to us with respect to the foregoing laws and regulations. For a more detailed discussion of the various government laws and regulations
applicable to our operations and potential negative effects of these laws and regulations, see also " Item 1A. Risk Factors ".

 The exploration and development of a mining prospect
is subject to regulation by a number of federal and state government authorities. These include the U.S. Environmental Protection Agency
(the " EPA ") and the United States Bureau of Land Management (" BLM ") as well as the various state
environmental protection agencies. The regulations address many environmental issues relating to air, soil and water contamination and
apply to many mining related activities including exploration, mine construction, mineral extraction, ore milling, water use, waste disposal
and use of toxic substances. In addition, we are subject to regulations relating to labor standards, occupational health and safety, mine
safety, general land use, export of minerals and taxation. Many of the regulations require permits or licenses to be obtained and the
filing of Notices of Intent and Plans of Operations, the absence of which or inability to obtain will adversely affect the ability for
us to conduct our exploration, development and operation activities. The failure to comply with the regulations and terms of permits and
licenses may result in fines or other penalties or in revocation of a permit or license or loss of a prospect.

 In order to conduct drilling and other exploration
activities under the laws of Alaska, we are required to submit an Application for Permit to Mine in Alaska (" APMA ")
in Alaska. We submitted an APMA to Alaska's Department of Natural Resources (" ADNR ") on June 30, 2022, and on
September 22, 2022, the ADNR approved Multi-Year 2022-2026 Exploration and Reclamation Permit Number 2778 for Hardrock Exploration –
Skwentna River – Yentna Mining District, and in addition also approved Reclamation Plan Approval Number 2778. On July 7, 2023, we received approval for amendments to the APMA which incorporate additional activities.

 Federal

 On lands owned by the United States, mining rights
are governed by the General Mining Law of 1872, as amended, which allows the location of mining claims on certain federal lands upon the
discovery of a valuable mineral deposit and compliance with location requirements. The exploration of mining properties and development
and operation of mines is governed by both federal and state laws. Federal laws that govern mining claim location and maintenance and
mining operations on federal lands are generally administered by the BLM. Additional federal laws, governing mine safety and health, also
apply. State laws also require various permits and approvals before exploration, development or production operations can begin. Among
other things, a reclamation plan must typically be prepared and approved, with bonding in the amount of projected reclamation costs. The
bond is used to ensure that proper reclamation takes place, and the bond will not be released until that time. Local jurisdictions may
also impose permitting requirements (such as conditional use permits or zoning approvals).

 Alaska

 In Alaska, low impact, initial stage surface exploration
such as stream sediment, soil and rock chip sampling do not require any permits. The State of Alaska requires an APMA exploration permit
for all substantial surface disturbances such as trenching, road building and drilling. These permits are also reviewed by related state
and federal agencies that can comment and require specific changes to the proposed work plans to minimize impacts on the environment.
The permitting process for significant disturbances generally requires 30 days for processing and all work must be bonded. Due to the
northern climate, exploration work in some areas of Alaska can be limited by excessive snow cover and cold temperatures. In general, surface
sampling work is limited to May through September and surface drilling from March through November, although some locations afford opportunities
for year round exploration operations and others, such as wetland areas, may only be explored while frozen in the winter. Mining is conducted
in a number of locations in Alaska on a year round basis, both open pit and underground.

 Employees

 As
of November 30, 2023, we had 6 full time employees in Canada. We rely upon and engage consultants on a contract basis to provide services,
management and personnel who assist us to carry on our administrative, shareholder communication and project exploration activities in
the United States.

 We use the services of independent consultants and
contractors to perform various professional services, including land acquisition, legal, environmental and tax services. In addition,
we utilize the services of independent contractors to perform construction, geological, exploration and drilling operation services and
independent third-party engineering firms assist with the design, engineering, and cost optimization of the proposed large-scale complex.

 Reports to Security Holders

 We are subject to the informational requirements of the Exchange Act. Accordingly, we file annual reports, quarterly
reports and proxy statements electronically with the SEC. The SEC maintains an internet site, at www.sec.gov,
that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
Copies of such documents are also available on our website at www.us.goldmining.com.

 Item
1A. Risk Factors.

 You
should carefully consider the following risk factors in addition to the other information included in this Annual Report on Form
10-K. Each of these risk factors could adversely affect our business, operating results and financial condition, as well as
adversely affect the value of an investment in our shares of Common Stock or other securities. The risks described below are not the
only ones facing us. Additional risks that we are not presently aware of, or that we currently believe are immaterial, may also
adversely affect our business, operating results and financial condition. We cannot assure you that we will successfully address
these risks and caution that other unknown risks may exist or may arise that may affect our business.

 An
investment in our securities is speculative and involves a high degree of risk due to the nature of our business and the present
stage of exploration and development of our mineral properties. The following risk factors, as well as risks not currently known to
us, could materially adversely affect our future business, operations and financial condition and could cause them to differ
materially from the estimates described in the forward-looking statements relating to us.

 Risks
Relating to our Business and Industry

 Our
success depends on the exploration development and operation of the Whistler Project, an exploration stage project which is currently
our only project.

 At
present, our only mineral property is the interest that we hold in the Whistler Project, which is in the exploration stage. Unless we
acquire or develop additional mineral properties, we will be solely dependent upon this property and our future success will be largely
driven by our ability to explore and develop the Whistler Project successfully, including the results of such exploration and development
efforts. If no additional mineral properties are acquired by us, any adverse development affecting our operations and further exploration
or development of the Whistler Project may have a material adverse effect on our financial condition and results of operations.

 Resource
exploration and development is a high risk, speculative business.

 The
Whistler Project is at the exploration stage and is without identified Mineral Reserves. Mineral exploration and mine
development are highly speculative in nature, involve many uncertainties and risks and are frequently unsuccessful. Mineral
exploration is performed to demonstrate the dimensions, position and mineral characteristics of mineral deposits, estimate Mineral Resources, assess amenability of the deposit to mining and processing scenarios and estimate potential deposit size. Once
mineralization is discovered, it may take a number of years from the initial exploration phases before mineral development and
production is possible, during which time the potential feasibility of the Whistler Project may change adversely.

 While
the discovery of an ore body may result in substantial rewards, few mineral properties which are explored are ultimately developed into
producing mines. Most exploration projects do not result in the discovery of commercially mineable deposits. Resource exploration and
development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts
resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient
in quantity or quality to return a profit from production. The marketability of minerals acquired or discovered by us may be affected
by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the proximity
and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including
regulations relating to allowable production, importing and exporting of minerals, and environmental protection, the combination of which
factors may result in our not receiving an adequate return of investment capital.

 There
is no assurance that our mineral exploration and development activities will result in any discoveries of commercial bodies of ore. The
long-term profitability of our operations will in part be directly related to the costs and success of our exploration programs, which
may be affected by a number of factors. Substantial expenditures are required to establish reserves through drilling and to develop the
mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from
the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to
justify commercial operations or that funds required for development can be obtained on a timely basis.

 Additionally,
significant capital investment is required to discover commercial ore and to commercialize production from successful exploration effort
and maintain mineral concessions and other rights through payment of applicable taxes, advance royalties and other fees. The commercial
viability of a mineral deposit is dependent on a number of factors, including, among others: (i) deposit attributes such as size, grade
and proximity to infrastructure; (ii) current and future metal prices; and (iii) governmental regulations, including those relating to
prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and necessary supplies and environmental protection.
The complete impact of these factors, either alone or in combination, cannot be entirely predicted and their impact may result in our
not achieving an adequate return on invested capital.

 There
is no certainty that the expenditures made by us towards the search for and evaluation of mineral deposits will result in discoveries
of commercial quantities of ore.

 Mineral
Resource estimates are based on interpretation and assumptions and could be inaccurate or yield less mineral production under actual
conditions than is currently estimated. Any material changes in these estimates could affect the economic viability of the Whistler Project,
our financial condition and ability to be profitable.

 The
estimates for Mineral Resources contained herein are estimates only and no assurance can be given that the anticipated tonnages and grades
will be achieved. There are numerous uncertainties inherent in estimating Mineral Resources, including many factors beyond our control.
Such estimation is a subjective process, and the accuracy of any Mineral Resource estimate is a function of the quantity and quality
of available data and of the assumptions made and judgments used in engineering and geological interpretation. In addition, there can
be no assurance that gold recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions
or during production, if any. If our actual Mineral Resources are less than current estimates or if we fail to develop our Mineral Resource
base through the realization of identified mineralized potential, our results of operations or financial condition may be materially
and adversely affected. Evaluation of Mineral Resources occurs from time to time and they may change depending on further geological
interpretation, drilling results and metal prices. The category of Inferred Mineral Resource is often the least reliable Mineral Resource
category and is subject to the most variability. We regularly evaluate our Mineral Resources and consider the merits of increasing the
reliability of its overall Mineral Resources.

 We
have no history of earnings or mineral production, and there are currently no known commercial quantities of Mineral Reserves on the
Whistler Project.

 We
have no history of earnings or mineral production and may never engage in mineral production. There are currently no known commercial
quantities of Mineral Reserves on the Whistler Project. Development of the Whistler Project and any other projects we may acquire in
the future will only follow upon obtaining satisfactory results of further exploration work and geological and other studies. Exploration
and the development of natural resources involve a high degree of risk and few properties which are explored are ultimately developed
into producing properties. There is no assurance that our exploration and development activities will result in any discoveries of commercial
bodies of ore. The long-term profitability of our operations will be in part directly related to the cost and success of our exploration
programs, which may be affected by a number of factors. Even if commercial quantities of minerals are discovered, the Whistler Project
may not be brought into a state of commercial production. The commercial viability of a mineral deposit once discovered is also dependent
on various factors, including particulars of the deposit itself, proximity to infrastructure, metal prices, and availability of power
and water to permit development.

 Further,
we are subject to many risks common to mineral exploration companies, including under-capitalization, cash shortages, limitations with
respect to personnel, financial and other resources and the lack of revenues. There is no assurance we will be successful in achieving
a return on stockholder's investment and the likelihood of success must be considered in light of its early-stage operations.

 Mining and project development
is inherently risky and subject to conditions or events some of which are beyond our control, and which could have a material adverse
effect on our business.

 Our activities related to the
exploration and development of the Whistler Project and any other projects we may acquire in the future are subject to hazards and risks
inherent in the mining industry. These risks, include, but are not limited to, rock falls, rock bursts, collapses, seismic activity, flooding,
environmental pollution, mechanical equipment failure, facility performance issues, and periodic disruption due to inclement or hazardous
weather conditions. Such risks could result in personal injury or fatality, damage to equipment or infrastructure, environmental damage,
delays, suspensions or permanent cessation of activities, monetary losses and possible legal liability.

 Our current or future mining,
processing, development and exploration activities depend on adequate infrastructure. Mining, processing, development and exploration
activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important
determinants that affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage and government or other interference
in the maintenance or provision of such infrastructure could adversely affect our operations, financial condition and results of operations.

 The development of the
Whistler Project or any other projects we may acquire in the future into an operating mine will be subject to all of the risks associated
with establishing and operating new mining operations.

 If the development of the Whistler
Project or any other projects we may acquire in the future is found to be economically feasible and we seek to develop an operating mine,
the development of such a mine will require obtaining permits and financing the construction and operation of the mine itself, processing
plants and related infrastructure. As a result, we will be subject to certain risks associated with establishing new mining operations,
including:

 uncertainties
 in timing and costs, which can be highly variable and considerable in amount, of the construction of mining and processing facilities
 and related infrastructure;

 we
 may find that skilled labor, mining equipment and principal supplies needed for operations, including explosives, fuels, chemical
 reagents, water, power, equipment parts and lubricants are unavailable or available at costs that are higher than we anticipated;

 we
 will need to obtain necessary environmental and other governmental approvals and permits and the receipt of those approvals and permits
 may be delayed or extended beyond what we anticipated, or that the approvals and permits may contain conditions and terms that materially
 impact our ability to operate a mine;

 we
 may not be able to obtain the financing necessary to finance construction and development activities or such financing may be on
 terms and conditions costlier than anticipated, which may make mine development activities uneconomic;

 we
 may suffer industrial accidents as part of building or operating a mine that may subject us to significant liabilities;

 we
 may suffer mine failures, shaft failures or equipment failures which delay, hinder or halt mine development activities or mining
 operations;

 our
 mining projects may suffer from adverse natural phenomena such as inclement weather conditions, floods, droughts, rock slides and
 seismic activity;

 we
 may discover unusual or unexpected geological and metallurgical conditions that could cause us to have to revise or modify mine plans
 and operations in a materially adverse manner; and

 the
 exploration, development or operation of projects may become subject to opposition from nongovernmental organizations,
 environmental groups or local groups, which may delay, prevent, hinder or stop development activities or operations.

 In
addition, we may find that the costs, timing and complexities of developing the Whistler Project or any other future projects to be greater
than we anticipated. Cost estimates may increase significantly as more detailed engineering work is completed on a project. It is common
in mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up. Accordingly,
our activities may not result in profitable mining operations at our mineral properties.

 Our
growth strategy and future exploration and development efforts may be unsuccessful.

 In
order to grow our business and pursue our long-term growth strategy, we may seek to acquire additional mineral interests or merge with
or invest in new companies or opportunities. A failure to make acquisitions or investments may limit our growth. In pursuing acquisition
and investment opportunities, we face competition from other companies having similar growth and investment strategies, many of which
may have substantially greater resources than us. Competition for these acquisitions or investment targets could result in increased
acquisition or investment prices, higher risks and a diminished pool of businesses, services or products available for acquisition or
investment. Additionally, if we lose or abandon our interest in any of our mineral projects, there is no assurance that we will be able
to acquire another mineral property of merit or that such an acquisition would be approved by applicable regulators.

 We
face various risks related to health epidemics, pandemics or other health crises, which may have material adverse effects on our business,
financial position, results of operations and/or cash flows.

 Health epidemics or pandemics could adversely affect
our ability to conduct planned exploration and development and otherwise adversely affect our financial position and results from operations.
Health epidemics or pandemics have in the past and may in the future impact macroeconomic conditions, supply chains and other global
economic activities. Governmental responses thereto, including operational restrictions adversely affect our business, operations and
financial results. The duration and scope of a health epidemic or pandemic can be difficult to predict and depends on many factors, including
the emergence of new variants and the availability, acceptance and effectiveness of preventative measures. Additionally, health epidemics,
pandemics or other health crises may adversely impact or delay our ability to complete proposed work programs at the Whistler Project.
The extent that an epidemic or pandemic may impact our business, operations, work programs or financial results will depend on numerous
factors, which may be evolving and not subject to accurate prediction. Additionally, a health epidemic or pandemic may also heighten
other risks disclosed in these risk factors, including, but not limited to, those related to the availability and costs of labor, raw
materials and supply chain interruptions.

 Increasing
attention to ESG matters and conservation measures may adversely impact our business.

 Increasing
attention to, and societal expectations on companies to address, climate change and other environmental and social impacts and investor
and societal expectations regarding voluntary ESG disclosures may result in increased costs and reduced access to capital. While we may
announce various voluntary ESG targets in the future, such targets are aspirational. Also, we may not be able to meet such targets in
the manner or on such a timeline as initially contemplated, including, but not limited to, as a result of unforeseen costs or technical
difficulties associated with achieving such results.

 In
addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes
for evaluating companies on their approach to ESG matters. Unfavorable ESG ratings could lead to increased negative investor sentiment
toward us and could impact our access to and costs of capital. Additionally, to the extent ESG matters negatively impact our reputation,
we may not be able to compete as effectively to recruit or retain employees, which may adversely impact our business. Increased focus
by stakeholders, regulators and others on ESG related matters may result in increased permitting requirements and delays in the future.
Additionally, we may become subject to misinformation campaigns related to ESG and other matters which may require substantial management
time and expense to address and could negatively impact community sentiment regarding the applicable project or delay expected development
timelines.

 We
rely on information technology systems and any inadequacy, failure, interruption or security breaches of those systems may harm our reputation
and ability to effectively operate our business.

 Our
operations depend on information technology (" IT ") systems. These IT systems could be subject to network disruptions
caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as disruptions resulting from
incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. Our operations
also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive
expenses to mitigate the risks of failures. Any of these and other events could result in IT system failures, delays and/or increase
in capital expenses. The failure of IT systems or a component of information systems could, depending on the nature of any such failure,
adversely impact our reputation and results of operations.

 Although
to date we have not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no
assurance that we will not incur such losses in the future. Our risk and exposure to these matters cannot be fully mitigated because
of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement
of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized
access remain a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify
or enhance protective measures or to investigate and remediate any security vulnerabilities.

 The
mining industry is intensely competitive in all of its phases, and we compete with many companies possessing greater financial and technical
resources.

 The
mining industry is intensely 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: (i) mineral rich properties that can be developed and
produced economically; (ii) technical expertise to find, develop, and operate such properties; (iii) 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 conduct refining
and marketing operations on a global basis. Such competition may result in being unable to acquire desired properties, to recruit or
retain qualified employees or to acquire the capital necessary to fund its operations and develop mining properties. Existing or future
competition in the mining industry could materially adversely affect our prospects for mineral exploration and success in the future.

 Risks Related to Economic and Market Conditions

 Global financial markets can have a profound
impact on the global economy in general and on the mining industry in particular.

 Many industries, including the precious metals mining industry, are impacted by volatile market conditions. Global
financial conditions remain subject to sudden and rapid destabilization in response to economic shocks. A slowdown in the financial markets
or other economic conditions, including but not limited to consumer spending, employment rates, business conditions, inflation, fluctuations
in fuel and energy costs, consumer debt levels, lack of available credit, the state of financial markets, interest rates and tax rates
may adversely affect our growth and financial condition. Any sudden or rapid destabilization of global economic conditions could impact
our ability to obtain equity or debt financing in the future on favorable terms or at all. In such an event, our operations and financial
condition could be adversely affected.

 The volatility in gold and other commodity prices may adversely affect any future operations and, if warranted, our
ability to develop our properties.

 We are exposed to commodity price risk. The price of gold or other commodities fluctuates widely and may be affected
by numerous factors beyond our control, including, but not limited to, the sale or purchase of commodities by various central banks and
financial institutions, interest rates, exchange rates, inflation or deflation, global and regional supply and demand, and political and
economic climates and conditions of major mineral-producing countries around the world.

 Declines in the market price of gold, base metals and other minerals may adversely affect our ability to raise capital
or attract joint venture partners in order to fund our ongoing operations and meet obligations under option and other agreements underlying
our mineral interests. Commodity price declines could also reduce the amount we would receive on the disposition of the Whistler Project
to a third party. In addition, the decision to put a mine into production and to commit the funds necessary for that purpose must be made
long before the first revenue from production would be received. A decrease in the price of gold may prevent a property from being economically
mined or result in the write-off of assets whose value is impaired as a result of lower gold prices.

 We
may be adversely affected by the effects of inflation.

 Increased inflation has resulted in, and may continue to result in, higher interest rates
and capital costs, shipping costs, supply shortages, increased costs of labor, weakening exchange rates, and other similar effects. Our
ability to conduct exploration of the Whistler Project is dependent on the acquisition of goods and services at a reasonable cost, such
as drilling equipment and skilled labor, assay laboratory testing in a timeframe that allows us to execute on follow-up exploration
phases expeditiously, and aircraft (fixed wing and helicopter) charter service availability to mobilize labor, position equipment and
supply exploration campaigns. If we are unable to take effective measures in a timely manner to mitigate the impact of the inflation,
the scope of our exploration of the Whistler Project may decrease and our business, financial condition, and results of operations could
be adversely affected.

 Our
results of operations could be affected by currency fluctuations.

 We
maintain accounts in currencies including the United States dollars and Canadian dollars. We conduct our business using both the aforementioned currencies depending on the location of the operations
in question and the payment obligations involved. Accordingly, the results of our operations are subject to currency
exchange risks. To date, we have not engaged in any formal hedging program to mitigate these risks. The fluctuations in currency
exchange rates may significantly impact our financial position and results of operations in the future.

 Risks
Relating to Financial Matters

 We have negative cash flows from operating
activities.

 We had negative cash flow from operating activities in the period from our incorporation until the date of this Annual
Report. Given that we have no operating revenues, and do not anticipate generating operating revenues for the foreseeable
future, we expect that expenditures to fund operating activities will be provided by financings. There is no assurance that future financings
can be completed on acceptable terms or at all, and our failure to raise capital when needed could limit our ability to continue our operations
in the future.

 We will require additional financing to fund exploration and, if warranted, development and production. Failure to
obtain additional financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty
on our ability to continue our operations in the future.

 Even if the results of exploration are encouraging, we may not have sufficient funds to conduct the further exploration
that may be necessary to determine whether or not a commercially minable deposit exists on any portion of the Whistler Project. While
we may generate additional working capital through further equity offerings, there is no assurance that any such funds will be available
on acceptable terms, or at all. If available, future equity financing may result in substantial dilution to stockholders. At present it
is impossible to determine what amounts of additional funds, if any, may be required.

 There
will be significant hazards associated with our activities, some of which may not be fully covered by insurance. To the extent
we must pay the costs associated with such risks, our business may be negatively affected.

 In
the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual
geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. Such occurrences could result
in damage to mineral properties or facilities thereon, personal injury or death, environmental damage to our properties
or the properties of others, delays in mining, monetary losses and possible legal liability.

 Although
we maintain insurance to protect against certain risks in such amounts as we consider being reasonable, our insurance will not cover
all of the potential risks associated with our operations. We may also be unable to maintain insurance to cover certain risks at economically
feasible premiums. In addition, insurance coverage may not continue to be available or may not be adequate to cover any resulting liability.
Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in
the value of our securities.

 Moreover,
insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available
to companies in the mining industry on acceptable terms. As a result, we may become subject to liability for pollution or other hazards
that may not be insured against. Losses from these events may cause us to incur significant costs that could have a material adverse
effect upon our financial performance and results of operations.

 Capital
and operating cost estimates made in respect of our current and future development projects and mines may not prove to be accurate.

 Capital
and operating cost estimates made in respect of our current and future development projects and mines may not prove to be accurate. Capital
and operating costs are estimated based on the interpretation of geological data, feasibility studies, anticipated climatic conditions
and other factors. Any of the following events, among the other events and uncertainties described herein, could affect the ultimate
accuracy of such estimates: (i) unanticipated changes in grade and tonnage of ore to be mined and processed; (ii) incorrect data on which
engineering assumptions are made; (iii) delay in construction schedules and unanticipated transportation costs; (iv) the accuracy of
major equipment and construction cost estimates; (v) labor negotiations; (vi) changes in government regulation (including regulations
regarding prices, cost of consumables, royalties, duties, taxes, permitting and restrictions on production quotas on exportation of minerals);
and (vii) title claims.

 Risks Relating to Permitting, Regulatory and other
Legal Matters

 We may be unsuccessful in obtaining necessary
permits to explore, develop or mine the Whistler Project in a timely manner or at all.

 Exploration, development and mining activities will require certain permits and other governmental approvals. We
may be unsuccessful in obtaining such permits and approvals on a timely basis, or on favorable terms or at all.

 The State of Alaska requires that an APMA be submitted to obtain permits for all exploration, mining, or transportation of equipment and maintaining a camp.
These permits are reviewed by related state and federal agencies that can comment on and require specific changes to proposed work plans
to minimize impacts on the environment. We have submitted an APMA to the ADNR for the issuance of permits that will allow for future exploration work on
the property in connection with the Whistler Project and on September 22, 2022, the ADNR approved Multi-Year 2022-2026 Exploration and Reclamation Permit Number 2778 for Hardrock Exploration – Skwentna
River – Yentna Mining District, and in addition also approved Reclamation Plan Approval Number 2778. On July 7, 2023, we received approval for amendments to the APMA which incorporate additional activities.

 Any failure to obtain permits and other governmental approvals could delay or prevent us from completing contemplated
activities as planned which could negatively impact our financial condition and results of operations.

 Additionally, any failure to comply with applicable laws, regulations and permitting requirements may result in enforcement
actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may
include corrective measures requiring capital expenditures, the installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of mining
activities and may be subject to civil or criminal fines or penalties for violations of applicable laws or regulations.

 Amendments to current laws, regulations and permits governing operations and activities of mining companies, or a
more stringent implementation thereof, could have a material adverse impact on us and cause increases in exploration expenses, capital
expenditures or other costs, or abandonment or delays in the exploration and development of new mining properties.

 We may not be able to obtain all required permits
and licenses to place any of our properties into future production.

 We may not be able to obtain all required permits and licenses to place any of our properties into production. Our
future operations may require permits from various governmental authorities and will be governed by laws and regulations governing prospecting,
development, mining, production, export, taxes, labor standards, occupational health, waste disposal, land use, environmental protections,
mine safety and other matters. There can be no guarantee that we will be able to obtain all necessary licenses, permits and approvals
that may be required to undertake exploration activity or commence construction or operation of mine facilities at the Whistler Project.
Additionally, there can be no assurance that all permits and licenses we may require for future exploration or possible future development
will be obtainable at all or on reasonable terms or that there will be no change in regulatory requirements.

 The validity of our title to the Whistler Project
and future mineral properties may be disputed by others claiming title to all or part of such properties.

 The acquisition of title to
mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral concessions may be disputed. Although
we believe we have taken reasonable measures to ensure proper title to our interests in our properties, there is no guarantee that title
to any such properties will not be challenged or impaired. Third parties may have valid claims underlying portions of our interests, including
prior unregistered liens, agreements, transfers or claims and title may be affected by, among other things, undetected defects. In addition,
we may be unable to operate on such properties as permitted or to enforce its rights with respect to such properties.

 We are subject to various
laws and regulations, and the costs associated with compliance with such laws and regulations may cause substantial delays and require
significant cash and financial expenditure, which may have a material adverse effect on our business.

 We are subject to various laws
and regulations. The costs associated with compliance with such laws and regulations may cause substantial delays and require significant
cash and financial expenditure, which may have a material adverse effect on us or the development of the Whistler Project and any other
projects we may acquire in the future.

 We rely on various counsel,
consultants and advisors in respect of legal, environmental compliance, banking, financing and tax matters in order to ensure compliance
with material legal, regulatory and governmental developments as they pertain to and affect our operations. Nevertheless, we may fail
to comply with a legal or regulatory requirement, which may lead to the revocation of certain rights or to penalties or fees and in enforcement
actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may
include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

 Parties engaged in exploration
operations may be required to compensate those suffering loss or damage by reason of the exploration activities and may have civil or
criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws. Any of the
foregoing may have a material adverse effect on us or the development of the Whistler Project and any other projects we may acquire in
the future.

 Our activities are subject
to environmental laws and regulations that may increase our costs of doing business and restrict our operations.

 Our activities are subject to
environmental regulations in the jurisdiction in which we operate. Environmental legislation generally provides for restrictions and prohibitions
on spills, releases or emissions into the air, discharges into water, management of waste, management of hazardous substances, protection
of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. Certain types of operations
require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner involving stricter
standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects
and a heightened degree of responsibility for companies and their officers, directors and employees. Compliance with environmental laws
and regulations and future changes in these laws and regulations may require significant capital outlays, cause material changes or delays
in our current and planned operations and future activities and reduce the profitability of operations. It is possible that future changes
in these laws or regulations could have a significant adverse impact on the Whistler Project or some portion of our business, causing
us to re-evaluate those activities at that time.

 Examples of current U.S. federal
laws which may affect our current operations and may impact future business and operations include, but are not limited to, the following:

 The Comprehensive Environmental,
Response, Compensation, and Liability Act (" CERCLA "), and comparable state statutes, impose strict, joint and several
liability on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous
substances found at such sites. It is not uncommon for the government to file claims requiring cleanup actions, demands for reimbursement
for government-incurred cleanup costs, or natural resource damages, or for neighboring landowners and other third parties to file claims
for personal injury and property damage allegedly caused by hazardous substances released into the environment. The Federal Resource Conservation
and Recovery Act (" RCRA "), and comparable state statutes, govern the disposal of solid waste and hazardous waste and
authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA,
RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining
and processing sites long after activities on such sites have been completed.

 The Clean Air Act (" CAA ")
restricts the emission of air pollutants from many sources, including mining and processing activities. Our mining operations may produce
air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use of mobile sources
such as trucks and heavy construction equipment, which are subject to review, monitoring or control requirements under the CAA and state
air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur
capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on our production levels or result
in additional capital expenditures in order to comply with the regulations.

 The National Environmental Policy
Act (" NEPA ") requires federal agencies to integrate environmental considerations into their decision-making processes
by evaluating the environmental impacts of their proposed actions, including issuance of permits to mining facilities, and assessing alternatives
to those actions. If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known
as an Environmental Impact Statement (" EIS "). The U.S. Environmental Protection Agency (" EPA "),
other federal agencies, and any interested third parties will review and comment on the scoping of the EIS and the adequacy of and findings
set forth in the draft and final EIS. We are required to undertake the NEPA process for the Whistler Project permitting. The NEPA process
can cause delays in issuance of required permits or result in changes to a project to mitigate its potential environmental impacts, which
can in turn impact the economic feasibility of a proposed project or the ability to construct or operate the Whistler Project or other
properties and may make them entirely uneconomic.

 The Clean Water Act (" CWA "),
and comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States. The discharge
of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state
agency. The CWA regulates storm water mining facilities and requires a storm water discharge permit for certain activities. Such a permit
requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder
also prohibit discharges of dredged and fill material in wetlands and other waters of the United States unless authorized by an appropriately
issued permit. The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges
of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused
by the release and for natural resource damages resulting from the release.

 The Safe Drinking Water Act
(" SDWA ") and the Underground Injection Control (" UIC ") program promulgated thereunder, regulate
the drilling and operation of subsurface injection wells. The EPA directly administers the UIC program in some states and in others the
responsibility for the program has been delegated to the state. The program requires that a permit be obtained before drilling a disposal
or injection well. Violation of these regulations or contamination of groundwater by mining related activities may result in fines, penalties,
and remediation costs, among other sanctions and liabilities under the SDWA and state laws. In addition, third party claims may be filed
by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury.

 Legislation has been proposed
that would significantly affect the mining industry and our business.

 In recent years, members of
the United States Congress have repeatedly introduced bills which would supplant or alter the provisions of the U.S. General Mining Law.
If adopted, such legislation, among other things, could eliminate or greatly limit the right to a mineral patent, impose federal royalties
on mineral production from unpatented mining claims located on U.S. federal lands, result in the denial of permits to mine after the expenditure
of significant funds for exploration and development, reduce estimates of Mineral Reserves and reduce the amount of future exploration
and development activity on U.S. federal lands, all of which could have a material and adverse effect on our ability to operate and its
cash flow, results of operations and financial condition.

 Litigation or legal proceedings
could expose us to significant liabilities and have a negative impact on our reputation or business.

 From time to time, we may be
party to various claims and litigation proceedings. All industries, including the mining industry, are subject to legal claims, with and
without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to
the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which we may become subject could
have a material effect on our financial position, results of operations or our mining, project development operations and may divert our
management's attention.

 Human Resources and Related Risks

 We rely on third-party
contractors.

 As we continue with the exploration
and advancement of the Whistler Project and any other projects we may acquire in the future, timely and cost-effective completion of work
will depend largely on the performance of our contractors. If any of these contractors or consultants do not perform to accepted or expected
standards, we may be required to hire different contractors to complete tasks, which may impact schedules and add costs to the Whistler
Project and any other projects we may acquire in the future, and in some cases, lead to significant risks and losses. A major contractor
default or the failure to properly manage contractor performance could have an adverse effect on our results.

 We are dependent on key
personnel and the absence of any of these individuals could adversely affect our business. We may experience difficulty attracting and
retaining qualified personnel.

 Our success is or will be dependent
on a relatively small number of key management personnel, employees and consultants. Such skills and knowledge include the areas of permitting,
geology, drilling, metallurgy, logistical planning, engineering and implementation of exploration programs, as well as finance and accounting.
The loss of the services of one or more of such key management personnel could have a material adverse effect on our business. Our ability
to manage our exploration and future development activities, and hence our success, will depend in large part on the efforts of these
individuals. We face intense competition for qualified personnel, and there can be no assurance that we will be able to attract and retain
such personnel.

 Certain of our directors
and officers also serve as directors and officers of other companies involved in natural resource exploration and development, which may
cause them to have conflicts of interest.

 Certain of our directors and
officers also serve as directors and/or officers of other companies involved in natural resource exploration and development and, consequently,
there exists the possibility for such directors and officers to be in a position of conflict. In addition, Alastair Still, the Chief Executive
Officer of GoldMining and Garnet Dawson, a director of GoldMining, are also directors of the Company. Tim Smith, our Chief Executive Officer,
is also Vice President, Exploration for GoldMining. As a result of their positions with GoldMining, they may have a potential conflict
of interest with respect to ongoing matters relating to the Whistler Project. Additionally, the time and attention our directors and officers
serving as directors and/or officers of other companies are required to dedicate to such positions could limit their ability to focus
on our business and impact our business.

 We expect that any decision
made by any of such directors and officers involving our business will be made in accordance with their duties and obligations to deal
fairly and in good faith with a view to our best interests and our stockholders' best interests, but there can be no assurance in
this regard.

 Risks Relating to Our Securities
and Corporate Structure

 We may issue additional
shares of our Common Stock from time to time for various reasons, resulting in the potential for significant dilution to existing stockholders.

 We are authorized to issue up to 300,000,000
shares of our Common Stock, and as such, we may issue additional shares of our Common Stock from time to time for various reasons,
including, but not limited to, for the purposes of raising capital (including to fund exploration and development work) or acquiring
additional interests. We may also issue additional shares of our Common Stock pursuant to equity incentive plans from time to time.
These further issuances of our shares of Common Stock may have a depressive effect on the price of our shares of Common Stock and
will dilute the voting power of our existing stockholders and the potential value thereof.

 We may in the future enter
into transactions with related parties and such transactions present possible conflicts of interest.

 We may in the future enter into
transactions with related parties and such transactions present possible conflicts of interest. GoldMining, or other related parties may
have interests in such transactions that do not align with the interests of our security holders. There can be no assurance that we may
have been able to achieve more favorable terms, including as to value and other key terms, if such transaction had not been with a related
party.

 We may in the future enter into
transactions with entities in which our board of directors and other related parties hold ownership interests. Material transactions with
related parties, if any, will be reviewed and approved by our Audit Committee, which is comprised solely of independent directors. Nevertheless,
there can be no assurance that any such transactions will result in terms that are more favorable to us than if such transactions are
not entered into with related parties. Furthermore, we may achieve more favorable terms if such transactions had not been entered into
with related parties and, in such case, these transactions, individually or in the aggregate, may have an adverse effect on our business,
financial position and results of operations.

 If we fail to maintain
effective internal controls over financial reporting, the price of our securities may be adversely affected.

 We may fail to maintain the
adequacy of our internal controls over financial reporting as such standards are modified, supplemented or amended from time to time,
and we cannot ensure that we will conclude on an ongoing basis that it has effective internal controls over financial reporting. Our failure
to satisfy the requirements of applicable legislation on an ongoing, timely basis could result in the loss of investor confidence in the
reliability of its financial statements, which in turn could harm our business and negatively impact the trading price and market value
of its shares or other securities. In addition, any failure to implement required new or improved controls, or difficulties encountered
in their implementation, could harm our operating results or cause it to fail to meet its reporting obligations.

 We may fail to maintain the
adequacy of its disclosure controls. Disclosure controls and procedures are designed to ensure that the information required to be disclosed
by us in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated
and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.

 No evaluation can provide complete assurance
that our financial and disclosure controls will detect or uncover all failures of persons within the Company to disclose material
information otherwise required to be reported. A control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. The
effectiveness of our controls and procedures could also be limited by simple errors or faulty judgements. No material weaknesses
have been identified for the year-ended November 30, 2023. We have identified material weaknesses in the past which were remediated
and if we identify any future material weakness and are unable to successfully remediate any future material weakness in our
internal control over financial reporting, the accuracy and timeliness of our financial reporting may be adversely affected.

 We
are an "emerging growth company", and any decision on our part to comply only with certain reduced reporting and disclosure
requirements applicable to emerging growth companies could make our securities less attractive to investors.

 We
are an "emerging growth company", as defined in the JOBS Act. For as long as we continue to be an "emerging growth
company", we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies
that are not "emerging growth companies", including, but not limited to, not being required to have our independent registered
public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic reports and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an "emerging
growth company" for up to five years following the completion of the IPO. However, if our non-convertible debt issued within
a three-year period exceeds $1.0 billion or revenues exceeds $1.235 billion, or the market value of our Common Stock that is held by
non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging
growth company as of the following fiscal year. Even after we no longer qualify as an emerging growth company, we may still qualify as
a "smaller reporting company", which would allow us to take advantage of many of the same exemptions from disclosure requirements,
including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Investors could find our securities
less attractive if we choose to rely on these exemptions. If some investors find our securities less attractive as a result of any choices
to reduce future disclosure, there may be a less active trading market for our Common Stock and our share price may be more volatile.

 A
small number of our stockholders could significantly influence our business.

 As
of the date of this Annual Report, GoldMining owns approximately 79.7% of our outstanding Common Stock. As such,
GoldMining is able to exercise significant influence over matters requiring stockholder approval, including the election of
directors and approval of significant corporate transactions, such as a merger or other sale of us or our assets. This concentration
of ownership may make it more difficult for other stockholders to effect substantial changes, may have the effect of delaying,
preventing or expediting, as the case may be, a change in control and may adversely affect the market price of our securities.
Further, the possibility that GoldMining or any other significant stockholders may sell all or a large portion of their securities
in a short period of time could adversely affect the trading price of our shares of Common Stock. Also, the interests of such stockholder may not
be in the best interests of all stockholders.

 We
are a "controlled company" within the meaning of the Nasdaq Capital Market corporate governance requirements. As a
result, we qualify for exemptions from certain U.S. corporate governance requirements and such exemptions could have an adverse
effect on our public stockholders.

GoldMining controls a majority of the shares of our Common Stock. As a result, we are a "controlled company" within the
meaning of the Nasdaq Capital Market corporate governance requirements. The Nasdaq Capital Market corporate governance requirements
provides that a company of which more than 50% of the voting power for the election of directors is held by an individual, a group
or another company, is a "controlled company" and may elect not to comply with certain corporate governance
requirements, including the requirements:

 that
 we have a Compensation Committee that is composed entirely of independent directors with a
 written charter addressing the committee's purpose and responsibilities;

 that
 our Nominating and Corporate Governance Committee be composed entirely of independent directors with a written charter addressing
 the committee's purpose and responsibilities, or if no such committee exists, that our director nominees be selected or recommended
 by independent directors constituting a majority of the board of director's independent directors in a vote in which only independent directors
 participate; and

 for
 an annual performance evaluation of the Nominating and Corporate Governance and Compensation Committees.

 We
have elected to rely on the "controlled company" exemption provided in the Nasdaq Capital Market corporate governance
requirements to permit our Compensation Committee to include a non-independent director, and we could elect to rely on other
exemptions in the future. Our status as a controlled company could cause our securities to look less attractive to certain investors
or otherwise harm the trading price of our shares of Common Stock.

 The
market price of our securities may be volatile, which could result in substantial losses for investors purchasing our securities.

 The
market price of our securities could be subject to significant fluctuations. In addition, securities markets worldwide have experienced,
and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic,
market or political conditions, could subject the market price of our securities to wide price fluctuations regardless of our operating
performance. Some of the factors that may cause the market price of our securities to fluctuate include:

 price
 and volume fluctuations in the global stock markets from time to time;

 changes
 in operating performance and stock market valuations of other companies in our industry;

 sales
 of our securities by us or GoldMining;

 failure
 of securities analysts and credit rating agencies to maintain coverage of us, changes in financial estimates by securities analysts
 and credit rating agencies who follow us, or our failure to meet these estimates or the expectations of investors;

 the
 financial projections we may provide to the public (in the event we decide to provide any such projections), any changes in those
 projections or our failure to meet those projections;

 rumors
 and market speculation involving us or other companies in our industry;

 actual
 or anticipated changes in our results of operations or fluctuations in our results of operations;

 litigation
 involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

 announced
 or completed acquisitions of businesses or technologies by us or our competitors;

 new
 laws or regulations or new interpretations of existing laws or regulations applicable to our business;

 changes
 in tax laws and regulations as well as accounting standards, policies, guidelines, interpretations or principles;

 any
 significant change in our management team;

 general
 economic conditions and slow or negative growth of our markets; and

 other
 risk factors described in this section of the prospectus.

 In
addition, stock markets have historically experienced substantial price and volume fluctuations. Broad market and industry factors may
harm the market price of our securities. Hence, the market price of our securities could fluctuate based upon factors that have little
or nothing to do with us, and these fluctuations could materially reduce the market price of our securities regardless of our operating
performance. In the past, following periods of volatility in the market price of a company's securities, securities class action
litigation has been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs,
our management's attention and resources could be diverted and it could harm our business, operating results and financial condition.

 Certain
recent initial public offerings of companies with relatively small public floats comparable to our public float have experienced extreme
volatility that was seemingly unrelated to the underlying performance of the respective company, and our securities may potentially experience
rapid and substantial price volatility, which may make it difficult for prospective investors to assess the value of our securities.

 Recently,
there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number
of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization
company with a relatively small public float, we may experience greater volatility in our securities, extreme price run-ups, lower trading
volume and less liquidity than large-capitalization companies. In particular, our securities may be subject to rapid and substantial
price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any run-up in the price of
our securities, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult
for prospective investors to assess the rapidly changing value of our securities.

 In
addition, if the trading volumes of our securities are low, persons buying or selling in relatively small quantities may easily influence
prices of our securities. This low volume of trades could also cause the price of our securities to fluctuate greatly, with large percentage
changes in price occurring in any trading day session. Holders of our securities may also not be able to readily liquidate their investment
or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political
conditions may also adversely affect the market price of our securities. As a result of this volatility, investors may experience losses
on their investment in our securities. A decline in the market price of our securities also could adversely affect our ability to issue
additional securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in
our securities will develop or be sustained. If an active market does not develop, holders of our securities may be unable to readily
sell the securities they hold or may not be able to sell their securities at all.

 Our
shares of Common Stock and Warrants are equity interests and would be subordinate to future issuances by us of either indebtedness
or shares of preferred stock.

 Our
shares of Common Stock and Warrants are equity interests and do not constitute indebtedness. As such, they will rank junior to any
indebtedness we may incur and to other non-equity claims against us and our assets available to satisfy claims against us, including
in a liquidation. Additionally, holders of our shares of Common Stock are subject to the prior dividend and liquidation rights of
holders of our shares of preferred stock, to the extent we issue shares of preferred stock in the future and the shares of preferred
stock remain outstanding at that time. Our board of directors is authorized to issue classes or series of shares of preferred stock
without any action on the part of the holders of our shares of Common Stock and we are permitted to incur debt. Upon liquidation,
lenders and holders of any outstanding debt securities and shares of preferred stock would receive distributions of our available
assets prior to holders of our shares of Common Stock.

 Additionally, any potential issuance of shares of preferred stock in the future may delay or prevent a change in
control of us, discourage bids for our shares of Common Stock at a premium over the market price and adversely affect the market price
and other rights of the holders of our shares of Common Stock.

 We
do not anticipate paying cash dividends, and accordingly, stockholders must rely on share appreciation for any return on their investment.

 We
have never paid any dividends on our shares of Common Stock. We currently intend to retain our future earnings, if any, to fund the development
and growth of our businesses and do not anticipate that we will declare or pay any cash dividends on our shares of Common Stock in the foreseeable future.

 U.S.
civil liabilities may not be enforceable against our directors, our officers or certain experts named in this prospectus. Similarly,
it may be difficult for investors to enforce civil liabilities against us, our directors and officers residing outside of the United
States.

 We
are incorporated under the laws of Nevada and have an office in Canada. Many of our directors and officers, as well as certain experts
named herein, reside outside of the United States, and a portion of their assets are located outside the United States. As a result,
it may be difficult for investors to effect service of process within the United States upon such directors, officers or experts or to
enforce judgments obtained against such persons, in U.S. courts, in any action, including actions predicated upon the civil liability
provisions of U.S. federal securities laws or any other laws of the United States.

 Item
1B. Unresolved Staff Comments.

 Not

 Item
1C. Cybersecurity.

 Not

 Item
2. Properties.

 Our sole exploration and development property is
the Whistler Project, located in the Yentna Mining District of Alaska, approximately 170 km northwest of Anchorage.

 We also lease and maintain an office at 301 Calista
Court, Suite 200, Office 203, Anchorage, Alaska, 99518. We also maintain office space at 1188 West Georgia Street, Suite 1830, Vancouver,
British Columbia, Canada, V6E 4A2. We do not currently own any real estate. We believe that we have adequate space for our anticipated
needs and that suitable additional space will be available at commercially reasonable prices as needed.

 The Whistler Project

 Other than under " 2023 Exploration and Drilling Update " herein, the following information is condensed
and extracted from the S-K 1300 Report. Readers should refer to the full text of the S-K 1300 Report, attached hereto as Exhibit 96.1,
for further information regarding the Whistler Project.

 Project Description, Location and Access

 The Whistler Project is a gold-copper exploration
project located in the Yentna Mining District of Alaska, approximately 170 km northwest of Anchorage.

 As of the date hereof, the Whistler Project comprises
377 State of Alaska mining claims covering an aggregate area of approximately 217.5 km 2. The center of the property is located
at 152.566 longitude west and 61.983 latitude north. The Whistler Project is located in the drainage of the Skwentna River.
Elevation varies from about 400m above sea level in the valley floors to over 5,000m in the highest peaks.

 A base camp and gravel airstrip for wheel-based aircraft
is established adjacent to the Skwentna River. The camp is equipped with diesel generators, a satellite communication link, tent structures
on wooden floors and several wood-frame buildings. Although chiefly used for summer field programs, the camp is winterized. The camp has
been maintained in good condition, and tent-based structures damaged by heavy snow loads prior to 2023 were subsequently repaired or replaced
during the 2023 summer field season.

 Additionally, the Alaska State Government in 2021 invested US$8.5M in a Roads to Resources initiative which is being
managed by the Alaska Industrial Development and Export Authority (" AIDEA "). AIDEA has published several studies since
2014 to assess route alternatives, impacts and benefits of constructing a public access road from Palmer/Wasilla to the 'Susitna
Mining District' in the Alaska Range. In October 2021 AIDEA received US$8.5M to advance pre-development
work on the West Susitna Access Road (" WSAR "). In 2022 AIDEA applied for a CWA
404 permit application to the US Army Corp of Engineers for the West Susitna Access project, initiating the environmental review process
through compliance with the National Environmental Policy Act. Field
studies proceeded in 2022 and 2023 with further evaluation of cultural and historical sites, fish and wildlife habitat, engineering refinement
and alternative route analysis. On
July 27, 2023, the Alaska Department of Transportation and Public Facilities (" DOT&PF")
 announced
plans to include the first 15 miles of the WSAR, including a bridge over the Susitna River, within the draft '2024-2027 Statewide
Transportation Improvement Program', with funding set aside for construction to begin in 2025, pending permitting. Subsequent to
the DOT&PF announcement, on July 28, 2023, AIDEA announced that it will continue working on a separate and additional portion of the
WSAR, extending beyond the proposed DOT&PF road build to establish an industrial access corridor to several exploration and development
projects in the West Susitna Mining District, including the Whistler Project. The
development of this additional infrastructure may have a positive impact on reducing the future capital requirements and operating cost
profile for the Whistler Project.

 The
following map sets forth the location of the Whistler Project and shows the proposed alignment of the West Susitna Access Road.

 We
acquired rights to the Whistler Project and associated equipment in August 2015 for a total cost of approximately $1.32 million pursuant
to an asset purchase agreement by and among us, GoldMining, Kiska and Geoinformatics. Pursuant to such agreement, we acquired rights
and assumed obligations under several related underlying agreements. The related underlying agreements on the Whistler Project are listed
below:

 1.

 The first underlying agreement is a royalty purchase agreement between Kiska, Geoinformatics, and MF2, LLC, (" MF2 ") dated December 16, 2014. This agreement granted MF2 a 2.75% NSR royalty over the Whistler Project area, and, extending outside the current claims, over an area of interest defined by certain maximum historical extent of claims held on the Whistler Project.

 2.

 The second underlying agreement is an earlier agreement between Cominco American Incorporated (" Cominco ") and Kent Turner dated October 1, 1999. This agreement concerns a 2.0% net profit interest to Teck Resources Limited (" Teck Resources "), which net profit interest was purchased by Sandstorm Gold Ltd. in connection with an area of interest specified by standard township sub-division.

 3.

 The third underlying agreement is a purchase and sale agreement among Kent Turner, Kiska and Geoinformatics, dated December 16, 2014, that terminated the "Turner Agreement" (which granted Kennecott Exploration Company (" Kennecott ") and its successors a 30-year lease on 25 unpatented State of Alaska Claims), and transferred to Kiska and Geoinformatics, and their successors, an undivided 100% of the legal and beneficial interest in, under, to, and respecting the Turner property free and clear of all encumbrances arising by, through or under Turner other than the Cominco American Incorporated net profit interest.

 In January 2023, we were granted 73 new claims, acquired
by staking, in Alaska by the Division of Mining, Land and Water, ADNR. These additional claims are ancillary to the core project area
which contains the Whistler, Raintree and Island Mountain Mineral Resources. These new claims provide flexibility for possible future
exploration or operational needs. There is no known extension of Mineral Resources or unclassified mineralization or interpreted geological
prospectivity underlying the new claims. Currently, we have no immediate plans for exploration on these claims, however they will be assessed
in the future for possible work programs. We may also in the future evaluate and acquire additional interests in gold and gold-copper
projects in the Americas.

 We are also party to a royalty agreement with Gold
Royalty Corp. dated January 11, 2021. This agreement granted to Gold Royalty Corp. a 1.0% NSR royalty on each of the Whistler, Raintree
West and Island Mountain deposits/properties comprising the Whistler Project.

 History

 Mineral exploration in the Whistler area was initiated
by Cominco in 1986 and continued through 1989. During this period, the Whistler and the Island Mountain gold-copper porphyry occurrences
were discovered and partially tested by drilling. In 1990, Cominco ceased exploration and all cores from the Whistler region were donated
to the State of Alaska and the property was allowed to lapse.

 In 1999, Kent Turner staked 25 State of Alaska mining
claims at Whistler and leased the property to Kennecott. From 2004 through 2006, Kennecott conducted extensive exploration of the Whistler
region, including geological mapping, soil, rock and stream sediments sampling, ground Induced Polarization survey, and the evaluation
of the Whistler gold-copper occurrence with fifteen core boreholes (7,948m) and reconnaissance core drilling at other targets in the Whistler
region (4,184m). Over that period Kennecott invested over $6.3 million in exploration.

 In June 2007, Geoinformatics announced the conditional
acquisition of the Whistler Project as part of a strategic alliance with Kennecott.

 From 2007 through 2008, Geoinformatics
drilled twelve holes totaling 5,784m on the Whistler Deposit and six holes totaling 1,841m on other exploration targets in the Whistler
area. Drilling by Geoinformatics on the Whistler Deposit was done to infill the deposit to sections spaced at 75m and to test for the
north and south extensions of the deposit. Exploration drilling by Geoinformatics in the Whistler area targeted geophysical anomalies
in the Raintree and Rainmaker areas, using the same basic porphyry exploration model as Kennecott.

 In 2009, Kiska was formed by the merger of Geoinformatics
and Rimfire Minerals Corporation. In total, Kiska completed 224 line-km of 3D Induced Polarization geophysics, 40 line-km of 2D IP geophysics,
327 line-km of cut-line, geological mapping on the 3D IP grid, detailed mapping of significant Au-Cu prospects, collection of 109 rock
samples and 61 soil samples, 8,660m of diamond drilling from 23 drillholes (all greater than 200m in total length), petrographic analysis
of mineralization at Island Mountain, a preliminary review of metallurgy at the Whistler Resource, and metallurgical testing of mineralization
from the Discovery Breccia at Island Mountain. In August of 2010, Kiska delivered a report to Kennecott summarizing the results of the
completed Trigger Program. In September of 2010, Kennecott informed Kiska that it would not exercise its back-in right on the Whistler
Project and hence retained a 2% NSR on the property.

 From this point forward, Kiska
continued to drill and explore the Whistler Project for the duration of the 2010 and 2011 field seasons. The majority of this work
included shallow grid drilling (25m to 50m top of bedrock drilling) in the Whistler area (also referred to as the Whistler
Corridor), conventional step-out drilling from prospects in the Whistler area, step-out drilling at the Island Mountain
Deposit, an airborne EM survey of the Island Mountain area, reconnaissance drilling at Muddy Creek, and minor infill
drilling at the Whistler Deposit, followed by the publication of an updated resource estimate.

 Geological Setting, Mineralization and Deposit
Types

 Geological Setting

 The Whistler Project is located in the Alaska Range.
The Alaska Range is a continuation of the Pacific Coastal Mountains extending in an arc across the northern Pacific, and represents a
long-lived continental arc characterized by multiple magmatic events ranging in age from about 76 Ma to 30 Ma and associated with a wide
range of base and precious metals hydrothermal sulphide mineralization. The geology of the Whistler Project is characterized by a thick
succession of Cretaceous to early Tertiary (ca. 97 to 65 Ma) volcano-sedimentary rocks intruded by a diverse suite of plutonic rocks of
Jurassic to mid-Tertiary age.

 Two main intrusive suites are important in the Whistler
Project area:

 The Whistler Igneous Suite comprises alkali-calcic basalt-andesite, diorite and monzonite intrusive rocks with an
age of approximately 76 Ma with restricted extrusive equivalent. These intrusions are commonly associated with gold-copper porphyry-style
mineralization.

 The Composite Suite intrusions vary in composition from peridotite to granite and their ages span from 67 to about 64 Ma. Gold-copper veinlets and pegmatitic occurrences are characteristics of the composite plutons (e.g. the Mt. Estelle prospect, the Muddy Creek prospect).

 GoldMining acquired the Whistler Project for its potential
to host magmatic hydrothermal gold and copper mineralization. Magmatic hydrothermal deposits represent a wide clan of mineral deposits
formed by the circulation of hydrothermal fluids into fractured rocks and associated with the intrusion of magma into the crust.

 Mineralization and Deposit Types

 Exploration on the Whistler Project by Kennecott,
Geoinformatics and Kiska has identified three primary exploration targets for porphyry-style gold-copper mineralization. These include
the Whistler Deposit, Raintree Deposit, and the Island Mountain Deposit. The porphyry deposits in the Whistler area share similar styles
of alteration, mineralization, veining and cross-cutting relationships that are generally typical of porphyry systems associated with
relatively oxidized magma series (A- and B-type quartz vein stockwork, chalcopyrite-pyrite mineralization assemblage, presence of sulphates,
core of potassic alteration with well-developed peripheral phyllic alteration zones) and well developed airborne magnetic and Induced
Polarization chargeability/resistivity anomalies.

 The Whistler-Raintree and Island Mountain areas also
host multiple porphyry prospects defined by drilling, anomalous soil samples, alteration, veining, surface rock samples, IP chargeability/resistivity
anomalies, airborne magnetic anomalies and airborne electromagnetic anomalies. These include the Raintree North, Rainmaker, Round Mountain,
Puntilla, Snow Ridge, Dagwood, Super Conductor, Howell Zone and Cirque Zones.

 Island Mountain exhibits a different style of alteration,
veining and sulphide mineralization. Principally the occurrence of pyrrhotite and arsenopyrite associated with Au-Cu mineralization, strong
sodic-calcic alteration, lack of significant sulphates, minor hydrothermal quartz and weak to insignificant phyllic alteration. For these
reasons, the porphyry system at Island Mountain may belong to the "reduced" subclass of porphyry copper-gold deposits.

 The Muddy Creek area represents an additional exploration
target with the potential to host a bulk tonnage, intrusion-related gold deposit. Exploration by Millrock Resources Inc. on claims directly
adjacent to the Muddy Creek area, which are geologically analogous, have returned encouraging preliminary results. Like Island Mountain,
the Muddy Creek mineralization is distinct from the Whistler Porphyry systems and shares more similarity with intrusion related gold systems
characteristic of the Tintina Gold Belt. The Muddy Creek prospect may also share geological similarities with the Korbel deposit owned
by Nova Minerals Limited located 12 miles north. The Muddy Creek prospect may also share geological similarities with the Korbel deposit
owned by Nova Minerals Limited located 12 miles north. The intrusive complex at Muddy Creek is predominantly monzonitic grading to more
mafic marginal phases, yet is generally more felsic in composition relative to the diorites of the Whistler area. Mineralization is restricted
to sheeted vein zones with narrow millimeter scale veinlets and pegmatitic veinlets of quartz, feldspar, tourmaline and sulphides that
include arsenopyrite, minor chalcopyrite and pyrite-pyrrhotite. Gold mineralization is largely confined to the minute veinlets whereas
the intervening intrusive rocks are largely unaltered and unmineralized.

 We will apply geologic search criteria to our property
scale exploration programs to detect geological attributes similar to the recent discovery of the RPM prospect made by Nova Minerals Limited,
located 7 miles southeast of Muddy Creek.

 Exploration

 Prior to 2022, we had not completed exploration work
at Whistler since acquiring the Whistler Project. The last previous exploration drilling was conducted by Kiska in 2011. Our strategy
is to enhance and grow the value of our asset base, with a focus on exploring to grow the in situ Mineral Resource estimate and to advance
mining, environmental and heritage studies on the Whistler Project towards delineation of a compelling business case optimizing bulk mineable
near surface deposits. On June 30, 2022, we submitted an APMA to the ADNR in order to commence exploration field work activities in 2023.
On September 22, 2022, the ADNR approved Multi-Year 2022-2026 Exploration and Reclamation Permit Number 2778 for Hardrock Exploration
– Skwentna River – Yentna Mining District, and in addition also approved Reclamation Plan Approval Number 2778. Planned field
work and studies comprises an initial two-year work program over 2023-2024 with the objective to consider initiating a PEA, pending exploration
results, at the end of that period. Work conducted on the Whistler Project during 2022 comprised of identification and engagement with
key business partners and subject matter expert consultants, stakeholder and community consultation, assessment of the condition of the
existing Whistler camp, initial environmental baseline data collection, and desktop geological database validation, interpretation and
analysis of potential drilling targets. The Whistler Multi-Year 2022-2026 Exploration and Reclamation Permit allows us to conduct exploration
including drilling, operate and maintain a camp including storage of fuel, and to transport people, equipment and consumables to the Whistler
Project.

 Drilling

 A total of 70,247m of diamond drilling in 257 holes
has been completed on the Whistler Project by Cominco, Kennecott, Geoinformatics and Kiska from 1986 to the end of 2011. Of these drill
holes, 21,132m in 52 holes have been drilled in the Whistler Deposit area, 20,479m in 94 holes have been drilled in the Raintree area
and 14,410m in 36 holes comprise the Island Mountain resource area. There are 14,226m in 75 holes in areas outside the three resource
areas.

 Sampling, Analysis and Data Verification

 There is no available documentation about sampling
and analysis by Cominco. Previous operators Kennecott, Geoinformatics, and Kiska used industry standard practices to collect, handle and
assay soil, rock and core samples collected during the period 2004-2011. These procedures are documented in detailed reports describing
pertinent aspects of the exploration data collection and management.

 All historic assay samples were assayed at either
the Alaska Assay Laboratory (2004 and 2009) in Fairbanks, Alaska, or the accredited ALS-Chemex laboratory in Vancouver, British Columbia
for all other years. Sample preparation was accomplished in Alaska, either at the Alaska Assay Lab or ALS-Chemex preparation lab in Anchorage,
Alaska. Samples were assayed for gold by fire assay and a suite of elements including silver and copper by aqua regia or multi-acid digestion
and inductively coupled plasma atomic emission spectroscopy. Operators Kennecott, Geoinformatics, and Kiska used industry standard quality
control practices during exploration at Whistler. The S-K 1300 Report discloses that analysis of the QA/QC data indicates the assay data
is of sufficient quantity and quality for resource estimation.

 A site visit was conducted on September 14, 2022,
by Sue Bird, the author of the S-K 1300 Report. No observations contradicting historic published information were made. The assay database
did not have certificate numbers attached to the sample IDs, this was accomplished by the author of the S-K 1300 Report to the extent
possible. Certificate checks revealed some minor errors which were corrected prior to resource modeling. Not all assay data in the database
is fully supported by certificates and QA/QC. However, the percentage of data fully supported by certificates and QA/QC is consistent
with similar projects that have the majority of drilling completed before 2010 and have undergone several changes in ownership. The S-K
1300 Report disclosed that the assay database is determined to be of sufficient quality and accuracy for resource estimation.

 The Whistler Mineral Resource estimate and SK-1300
Report has not been updated subsequent to the 2023 drilling completed by us. On completion
of the proposed exploration drilling program in 2024, and pending results of the program, geological modeling, Mineral Resource estimation,
mine design and financial modeling may be initiated in late 2024 towards development of a mine scoping study (PEA).

 Mineral Processing and Metallurgical Testing

 Metallurgical testing had been carried out in three
phases starting with the 2004/05 preliminary testing in Salt Lake City under the general supervision of Kennecott and culminating in the
two phases under Kiska conducted at G&T Laboratories in Kamloops during 2010 to 2012.

 Whistler Deposit preliminary metallurgical testing
included gravity concentration or flotation to recover the copper and gold. From the metallurgical testing results and subsequent analysis,
it appears that the Whistler Deposit is metallurgically amenable to a conventional flotation route to produce saleable high quality copper
concentrates with gold credits, despite the low head grade, and that the levels of recovery and upgrade for both copper and gold are relatively
insensitive to feed grade. We believe that there are no processing factors or deleterious elements that could have significant effect
of potential economic extraction.

 The preliminary testing indicated that the Island
Mountain material tested is amenable to copper recovery by flotation and that the gold is relatively free milling. The results indicate
that in the range of 90% of the potential gold may be recoverable by either whole ore leaching or a combination of flotation and leaching
of the tailings. Further flotation work is expected to improve both potential copper and gold recoveries to concentrate.

 For both deposits further metallurgical development
and assessment work is required to develop the best flowsheet with respect to capital and operating costs, metal recoveries and overall
economics.

 As of the date hereof, no metallurgical testing has
been carried out on rocks from the Raintree West Deposit, however, given the similarities in geological setting, host rock, mineralization
and alteration between Raintree West Deposit and the Whistler Deposit, it has been assumed by GoldMining that metallurgical processes
and metal recoveries determined for the Whistler Deposit are a reasonable approximation for the Raintree West Deposit at this time.

 Metal recoveries reported for the Whistler Project
resource estimate include 83% for copper, 70% for gold and 65% for silver with silver grades below 10 g/t and 0% for silver grades above
10 g/t.

 Mineral Resource Estimates

 The
following table sets forth the Mineral Resource estimate set forth in the S-K 1300 Report, with an effective date of September 22, 2022,
date of issue of September 23, 2022, and revised date of issue of December 16, 2022.

 Deposit

 In Situ Grade

 In Situ Metal

 NSR Cutoff

 Tonnage

 NSR

 Gold

 Silver

 Copper

 Gold Eq

 Gold

 Silver

 Copper

 Gold Eq

 (US$/t)

 (Mt)

 (US$/t)

 (g/t)

 (g/t)

 (%)

 (g/t)

 (Moz)

 (Moz)

 (Mlbs)

 (Moz)

 Indicated Resources

 Whistler

 10.50

 107.77

 26.44

 0.50

 1.95

 0.17

 0.79

 1.75

 6.76

 2.74

 Raintree (Open Pit)

 10.50

 7.76

 20.61

 0.49

 4.88

 0.09

 0.67

 0.12

 1.22

 0.17

 Total Indicated (Open Pit)

 10.50

 115.53

 26.05

 0.50

 2.15

 0.16

 0.78

 1.87

 7.97

 2.90

 Raintree (Underground)

 25.00 shell

 2.68

 34.02

 0.79

 4.18

 0.13

 1.03

 0.07

 0.36

 0.09

 Total Indicated

 Varies

 118.20

 26.23

 0.51

 2.19

 0.16

 0.79

 1.94

 8.33

 2.99

 Inferred Resources

 Whistler

 10.50

 153.54

 19.17

 0.35

 1.48

 0.13

 0.57

 1.71

 7.31

 2.83

 Island Mountain

 10.50

 111.90

 18.99

 0.47

 1.06

 0.05

 0.57

 1.70

 3.81

 2.04

 Raintree (Open Pit)

 10.50

 11.77

 24.28

 0.62

 4.58

 0.07

 0.77

 0.23

 1.73

 0.29

 Total Inferred (Open Pit)

 10.50

 277.21

 19.32

 0.41

 1.44

 0.10

 0.58

 3.64

 12.85

 5.16

 Raintree (Underground)

 25.00 shell

 39.77

 32.65

 0.80

 2.51

 0.12

 1.00

 1.03

 3.21

 1.28

 Total Inferred

 varies

 316.98

 20.99

 0.46

 1.58

 0.10

 0.63

 4.67

 16.06

 6.45

 Notes:

 1.

 There is no certainty that all or any part of the Mineral Resources will be converted into Mineral Reserves.

 2.

 The Mineral Resource for Whistler deposit and the upper portions of the Raintree West Deposits have been confined by an open pit with "reasonable prospects of eventual economic extraction" using the 150% pit case and the following assumptions:

 Metal prices of US$1,600/oz Au, US$3.25/lb Cu and US$21/oz Ag;

 Payable metal of 99% payable Au, 90% payable Ag and 1% deduction for Cu;

 Offsite costs (refining, transport and insurance) of US$136/wmt proportionally distributed between Au, Ag and Cu;

 Royalty of 3% NSR has been assumed;

 Pit slopes are 50 degrees;

 Mining cost of US$1.80/t for waste and US$2.00/t for mineralized material; and

 Processing, general and administrative costs of US$10.50/t.

 3.

 The lower portion of the Raintree West Deposit has been constrained by a mineable shape with "reasonable prospects of eventual economic extraction" using a US$25.00/t cut-off.

 4.

 Metallurgical recoveries are: 70% for Au, 83% for Cu, and 65% Ag for Ag grades below 10g/t. The Ag recovery is 0% for values above 10g/t for all deposits.

 5.

 The NSR equations are: below 10g/t Ag: NSR (US$/t)=(100%-3%)*((Au*70%*US$49.273g/t) + (Cu*83%*US$2.966*2204.62 + Ag*65%*US$0.574)), and above 10g/t Ag: NSR (US$/t)=(100%-3%)*((Au*70%*US$49.256g/t) + (Cu*83%*US$2.965*2204.62))

 6.

 The Au Equivalent equations are: below 10g/t Ag: AuEq=Au + Cu*1.5733 +0.0108Ag, and above 10g/t Ag: AuEq=Au + Cu*1.5733

 7.

 The specific gravity for each deposit and domain ranges from 2.76 to 2.91 for Island Mountain, 2.60 to 2.72 for Whistler with an average value of 2.80 for Raintree West.

 8.

 Numbers may not add due to rounding.

 2023 Exploration and Drilling Update

 Our initially planned exploration programs over the
2023 and 2024 field seasons consists of up to 10,000-meters of core drilling, which is reduced from the initial target of 15,000 meters
drilling, in order to allow us to determine actual costs of drilling while it re-established filed operations. Additional surface exploration
may include soil geochemical sampling and geophysical surveying, geological data processing and interpretation, and collection of mine
planning and mineral processing information including metallurgical, geotechnical and hydrogeological data. Environmental baseline data
collection, as well as archaeological and heritage land use studies were also initiated in 2023, with on-ground archaeological surveys
expected to be initiated in 2024. We have also engaged in stakeholder consultation with respect to both the present and ongoing exploration
activity and the potential future mine development of the Whistler Project.

 On May 30, 2023, we announced that we
mobilized field teams to execute our 2023 exploration program at the Whistler Project (the " 2023 Program "). On August 21,
2023, we announced that drilling had commenced under the 2023 Program.

 In 2023, four confirmatory drill holes were completed
for a total of 2,234 meters at the Whistler Project from mid-August to mid-November, at which time the drilling program was paused for
a winter break. On January 16, 2024, we announced the results from these initial four confirmatory drill holes.

 The HQ and NQ diamond drill core from the 2023 Program were logged and sampled at the Whistler field camp facility, supervised by qualified geologists (P.Geo. designation) from our lead exploration
consultant, Equity Exploration Ltd., and supervised by our QP, Tim Smith (MSc., P.Geo.) Geologists marked out samples for assay after
logging the drill core, predominantly at the maximum sample composite length of 2 meters in length. A minority of samples were cut at
shorter intervals, at a minimum sample length of 0.5 meters, to honor lithological and alteration contacts logged by the geologists.
All drillholes were systematically sampled from top of bedrock to bottom of hole, excepting the top sections of drill holes comprising
unconsolidated sediments (soil, colluvium, alluvium). Sample tags were inserted into the core boxes and the core was photographed wet and
dry, before being cut lengthways in half with a diamond saw. One half of the core was submitted for assay, one half was retained in core
boxes at the Whistler site. A total of 1149 samples of half core were collected in total and the samples were sent to independent
certified assay laboratory Bureau Veritas North America Ltd. located in Fairbanks, AK, for processing, where samples were dried
then crushed to 70% passing 10 mesh, then a 250 gram split was pulverized to 90% passing 150 mesh. Bureau Veritas then transported the
processed sample pulps to its assay laboratory in Vancouver, Canada. All samples were analyzed for
45 elements, including copper and silver, using a 4-acid digestion followed by ICP-MS determination (method MA200). Gold analyses were
determined by 30g fire assay with AAS finish (method FA430) which is considered to provide a total assay for gold. A total of 1149 assays
were accepted into the Whistler drilling assay database, following passing of standard QAQC protocols.

 On January
16, 2024, we announced initial results from the first three drill holes from the 2023 Program. These included the following.
Reported grades are un-cut, and intercept lengths represent a subset of the true width of the Whistler Deposit.

 Hole Number

 Interval From (m)

 Interval To (m)

 Core Length (m)

 Gold Grade (g/t)

 Copper Grade (%)

 Silver Grade (g/t)

 AuEq (g/t) (1)

 WH23-01

 1.95

 243.00

 241.05

 0.33

 0.16

 1.86

 0.60

 29.00

 37.00

 8.00

 0.82

 0.26

 2.40

 1.26

 77.00

 108.00

 31.00

 0.56

 0.26

 2.46

 1.00

 77.00

 195.00

 118.00

 0.44

 0.18

 2.12

 0.74

 137.77

 157.00

 19.23

 0.75

 0.18

 2.73

 1.06

 231.00

 239.00

 8.00

 0.77

 0.24

 1.35

 1.16

 WH23-02

 305.00

 447.34

 142.34

 0.17

 0.21

 1.05

 0.51

 379.00

 423.00

 44.00

 0.29

 0.30

 1.51

 0.77

 401.00

 423.00

 22.00

 0.42

 0.42

 2.33

 1.10

 415.00

 423.00

 8.00

 0.51

 0.51

 3.25

 1.32

 WH23-03

 0.41

 600.15
 (2)

 599.74

 0.71

 0.16

 1.54

 0.99

 53.00

 600.15
 (2)

 547.15

 0.77

 0.17

 1.55

 1.06

 131.00

 307.00

 176.00

 1.24

 0.19

 1.66

 1.55

 And

 373.50

 423.00

 49.50

 0.92

 0.11

 1.82

 1.10

 And

 441.00

 457.00

 16.00

 1.03

 0.20

 1.64

 1.36

 And

 480.00

 501.00

 21.00

 0.80

 0.35

 2.11

 1.37

 And

 523.00

 539.00

 16.00

 0.83

 0.30

 1.14

 1.31

 And

 575.00

 600.15
 (2)

 25.15

 0.86

 0.16

 0.93

 1.12

 Notes:

 (1)

 AuEq equations are calculated consistent with the methodology outlined in the S-K 1300 Report and NI 43-101 Report. Specifically: below 10g/t Ag: AuEq=Au + Cu*1.5733 +0.0108Ag, and above 10g/t Ag: AuEq=Au +Cu*1.5733.

 (2)

 End of Hole.

 The
following table sets out the drill locations and depths
for the 2023 Program:

 Hole Number

 Easting
 Meters (UTM Zone 18)

 Northing Meters (UTM Zone 18)

 Elevation (m above sea level)

 Depth (m)

 Azimuth
 (Degrees)

 Dip (Degrees)

 Status

 WH23-01

 518782

 6871260

 467.87

 140.8

 -49.0

 All assays received

 WH23-02

 518779

 6871253

 605.64

 229.2

 -60.1

 All assays received

 WH23-03

 518776

 6871253

 600.15

 189.2

 -82.9

 All assays received

 WH23-04

 520197

 6869142

 560.83

 134.8

 -78.0

 Assays Pending

 The 2023 Program comprised four
confirmatory drill holes in total: WH23-01 to WH23-04. Drill holes WH23-01 and WH23-02 targeted the southeast and southwest extents
of the Whistler Deposit, respectively. WH23-03 was drilled at a steeper angle to provide additional geological data from the
southern portion of the 'high-grade core' and to test for extensions below the base of the current resource model
however, drilling was terminated prematurely due to freeze-up of the water supply at the onset of winter conditions. We will attempt to re-enter and deepen the drill hole in 2024 to explore the depth extents of the Whistler mineral
system. A fourth confirmatory
drill hole, WH23-04 was drilled at the Raintree South target located one kilometer south of the Whistler Deposit, bringing the 2023
Program total to 2,234 meters drilled. While the drill hole successfully intersected porphyry intrusive rocks and
thereby confirmed the geophysical modelling and targeting methodology, core logging indicates weak to absent veining and alteration. Assay
results are currently pending as of date of publication; however, we are not expecting that the LSP drilled to date has intersected mineralization. For the first time at the Whistler Project, all drill holes incorporated core orientation
surveying, thereby providing structural geometry and geotechnical data. We currently expect that the drill core from the 2023 Program, once all processed, should provide updated
information for advancing mineralogical and geometallurgical test work in the future.

 The following map sets forth the
location of the Whistler deposit drilling with gold and copper histograms plotted (left and right respectively; see legend). Drill
traces for the 2023 drill holes are shown in bold (with prefix 'WH023') and gold and copper assay histograms are
highlighted. Drilling is overlain on a geological interpretation of the host diorite porphyry (cut at 200 meters below surface) to
illustrate the overall geometry of mineralized porphyry phases (pale purple) and non-mineralized late-stage porphyry phases (darker
purple).

 The Whistler Deposit is hosted within the Whistler
Intrusive Suite, a composite suite of diorite stocks and dykes with clear cross-cutting relationships that divide the suite broadly into
an early Main Stage Porphyry (" MSP "), a later Intermineral Porphyry Suite (" IMP ") and a late intrusive
phase referred to as Late Stage Porphyry (" LSP "). Gold and copper mineralization is characterized by abundant disseminated
sulphide and quartz + sulphide vein stockworks (including classic porphyry diagnostic 'A', 'B', 'D',
and 'M' type veins), and potassic alteration which is variably overprinted by later phyllic alteration. The early stage MSP
suite is most strongly altered, veined and mineralized, with the IMP being less intensely altered and veined but remaining consistently
mineralized, and the late or post-mineralization LSP generally being below cutoff grade or unmineralized.

 We are working to delineate the geometry, extents
and continuity of the MSP and IMP suites, which serves to focus drilling on opportunities to expand mineralization where the potentially
mineralized porphyry phases remain under-explored. In addition, the technical team has identified the presence of a robust core of higher-grade
mineralization within the Whistler Deposit that correlates with intense alteration and veining within the MSP. Optimizing the geological
model to improve confidence in the delineation of the MSP is a key focus of the 2024 drilling program as it will improve confidence in
distribution and continuity of higher-grade zones within the Whistler Deposit.

 We plan to re-commence the
remainder of the previously announced approximate 10,000 meter drilling program at the Whistler Project at the start of the 2024 summer
field season.

 Item
3. Legal Proceedings.

 From
time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We
are not currently a party to any material proceedings. Regardless of outcome, such proceedings or claims can have an adverse impact on
us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes
will be obtained.

 Item
4. Mine Safety Disclosures.

 The
information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street
Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Annual Report.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information

Our shares of Common Stock and Warrants are listed for trading on the Nasdaq Capital Market under the symbols
"USGO" and "USGO.WT", respectively.

 As
of February 21, 2024, there were 12,398,709 shares of Common Stock outstanding held by approximately 9 holders of
record.

 Dividends

 We
have never declared or paid any dividends on our Common Stock or any of our other securities. We currently intend to retain any future earnings to finance the growth and development of our business, and we do not anticipate that we
will declare or pay
any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent
upon our financial condition, results of operations, capital requirements, restrictions under any future indebtedness and other factors
that our board of directors deems relevant.

 Repurchases

 We
did not repurchase any of our equity securities during the fourth quarter of the fiscal year ended November 30, 2023.

 Unregistered Sales of Securities

 On
July 19, 2023, we issued an aggregate of 5,000 shares of Common Stock to a consultant in consideration for services under a
consulting agreement at a deemed issuance price of $12.96 per share.

 The
issuance of the shares of Common Stock as described above were not registered under the Securities Act, or the securities laws of any state, and the shares of the common stock were issued in reliance on the exemption from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act.

 Use of Proceeds

 The
following table sets out a comparison of how we have utilized the net proceeds realized under the IPO in comparison to the estimated
use of proceeds disclosed in our final prospectus relating to the IPO, filed with the SEC on April 20, 2023 (the " IPO Prospectus "). The
information therein is presented as of November 30, 2023:

 Estimated

Use of Proceeds

 Actual

Use of Proceeds

 Exploration and development activities on Whistler Project, including infill and exploration drilling, metallurgical sampling, economic studies and consultation

 $
 6,220,000

 $
 4,359,000

 Permitting and Reporting

 1,175,000

 516,000

 Repayment of current liabilities, including advance from GoldMining (1)

 2,381,000

 1,759,000

 General and administrative expenses

 3,240,000

 2,376,000

 Other
general working capital purposes

 4,284,000

 980,000

 Total

 $
 17,300,000

 $
 9,990,000

 Notes:

 (1)
 Before
 our IPO, our liquidity needs were met through funding provided
 by GoldMining. Upon completion of the IPO, we utilized a portion of the proceeds
 to repay such advances.

 Actual
use of proceeds for exploration and development activities on Whistler Project as of November 30, 2023 was $4,359,000, compared to $6,220,000
estimated as at April 19, 2023 in the IPO Prospectus. The proceeds used to date primarily relate to our confirmatory
work program at the Whistler Project commenced in 2023. Actual use of proceeds for permitting and reporting was $516,000, compared to $1,175,000 estimated as
at April 19, 2023 in the IPO Prospectus. The proceeds used to date primarily relate to planned permitted and reporting activities which
have yet to commence. Actual use of proceeds for repayment of liabilities was $1,759,000, compared to $2,381,000 estimated as at April
19, 2023 in the IPO Prospectus. The difference was primarily related to actual IPO-related expenditures being less than initially estimated.
Actual use of proceeds for general and administrative expenses was $2,376,000, compared to $3,240,000 estimated as at April 19, 2023
in the IPO Prospectus. The proceeds used to date primarily relate to actual general and administrative expenditures, and the difference
is due to budgeted general and administrative expenditures for future activities, which have yet to be incurred. Actual use of proceeds
for general working capital was $980,000, compared to $4,284,000 estimated as at April 19, 2023 in the IPO Prospectus. The proceeds used
to date primarily relate to the construction of camp structures and purchase of equipment. The difference is due to budgeted future activities,
which have yet to be incurred.

 Item
6. [Reserved].

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

 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
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated
financial statements for the fiscal year ended November 30, 2023 and 2022, and related notes appearing at the end of this Annual Report
on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form
10-K, 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
this Annual Report on Form 10-K, 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 this Annual Report on Form 10-K will be available under our profile
at www.sec.gov and at www.sedarplus.ca.

 Cautionary
Note Regarding Forward-Looking Statements

 This
Annual Report 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:

 anticipated
 tonnages and grades of the mineral resources disclosed for the Whistler Project;

 our expectations regarding
 the continuity of mineral deposits;

 our expectations regarding
 raising capital and developing the Whistler Project;

 our planned exploration
 activities on the Whistler Project;

 expectations regarding
 environmental, social or political issues that may affect the exploration or development progress;

 our estimates regarding
 future revenue, expenses and needs for additional financing; and

 our ability to attract
 and retain qualified employees and key personnel.

 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:

 the timing
 and ability to obtain requisite operational, environmental and other licenses, permits and approvals, including extensions thereof
 will occur and proceed as expected;

 current gold, silver, base
 metal and other commodity prices will be sustained, or will improve;

 the proposed development
 of the Whistler Project will be viable operationally and economically and will proceed as expected;

 any additional financing
 required by us will be available on reasonable terms or at all; and

 we will not experience
 any material accident, labor dispute or failure of plant or equipment.

 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 final prospectus for the IPO filed with the U.S. Securities Exchange Commission on April 20, 2023 (the " Final Prospectus ").
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 speaks only as of the date
made. The forward-looking statements contained in this document represents our expectations as of the date of this Annual Report (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.

 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 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, a company organized under the laws of Canada and listed
on the Toronto Stock Exchange and NYSE American. GoldMining is a public mineral exploration company that was incorporated in 2009 and
is focused on the acquisition and development of gold assets in the Americas. 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.usgoldmining.us. Our shares of Common Stock and warrants
to purchase shares of Common Stock (the " Warrants ") are listed on the Nasdaq Capital Market under the symbols "USGO"
and "USGOW", respectively.

 On
April 24, 2023, in connection with the closing of our initial public offering (the " IPO "), we issued 2,000,000 units
(the " Units "), with each Unit consisting of (i) one share of Common Stock and (ii) one Warrant at a price of $10.00
per Unit for gross proceeds of $20,000,000. Each Warrant entitles the holder thereof to acquire one share of Common Stock at an exercise
price of $13.00 per share for a period of three years from the issue date. In connection with the IPO, we incurred securities issuance
costs of $970,194, of which $650,000 represented cash fees paid to the underwriters. After the IPO, GoldMining continued to own a controlling
interest in us of 9,622,491 shares of Common Stock and Warrants to purchase up to 122,490 shares of Common Stock, representing approximately
79.3% of our outstanding shares of Common Stock. As of November 30, 2023, GoldMining owned 79.7%.

 On
February 9, 2024, the board of directors approved a change of our fiscal year end from November 30 to December 31, effective
beginning with the next fiscal year, which began on January 1, 2024, and will end on December 31, 2024 (the " Fiscal
2024 "). As a result of the change in fiscal year, there was a one-month transition period beginning on December 1, 2023,
and ending on December 31, 2023, the results of which are expected to be reported in the Quarterly Report on Form 10-Q to be filed
for the first quarter of Fiscal 2024 and in the Annual Report on Form 10-K to be filed for Fiscal 2024.

 In
2023 we also commenced our initial confirmatory work program at our 100% owned Whistler Project. Subsequent to the year end, we announced
initial results from such program.

 Results
of Operations

 Until
the completion of the IPO, we operated as a wholly-owned subsidiary of GoldMining. Accordingly, the financial statements for the year
ended November 30, 2022, were prepared on a "carve-out" basis to include allocations of certain assets, liabilities and expenses
related to services and support functions from GoldMining, which were allocated on a pro-rata basis considered by GoldMining to be a
reasonable reflection of the utilization of services provided to us for the related years presented. Management believes the assumptions
and allocations underlying the financial statements are reasonable and appropriate under the circumstances. However, these financial
statements are not necessarily indicative of the results that would be attained if we had operated as a separate legal entity
during the periods presented and are not necessarily indicative of future operating results.

 Fiscal
Year Ended November 30, 2023, Compared to Fiscal Year Ended November 30, 2022

 For
the fiscal year ended November 30, 2023, we recorded a net loss of $9,356,577 ($0.82 per share) compared to a net loss of $1,738,657
($0.17 per share) for the fiscal year ended November 30, 2022. The $7,617,920 increase in net loss was primarily due to increased filing,
listing, legal, accounting, and investor relations expenditures for the preparation and execution of our IPO and costs
associated with the Whistler Project exploration program.

 Exploration
Expenses

 For
the fiscal year ended November 30, 2023, we had exploration expenses of $5,054,500, compared to $543,322 for the fiscal year
ended November 30, 2022. The $4,511,178 increase is primarily related to our confirmatory work program conducted in 2023 which included
drilling, consulting fees to vendors that provided geological and environmental work, regulatory and community stakeholder engagements
and other technical services, and maintenance costs.

 Drilling
Expenses

 For
the fiscal year ended November 30, 2023, drilling expenses relating to our confirmatory drilling work in 2023 were $1,694,952 compared
to $0 for the fiscal year ended November 30, 2022.

 Consulting
Fees

 For
the fiscal year ended November 30, 2023, exploration expenses included consulting fees of $1,499,000, compared to $256,275 for the fiscal
year ended November 30, 2022. The increase of $1,242,725 was primarily related to consulting fees for the management of the confirmatory
work program at the Whistler Project, overhead costs for work on the renovation of the existing Whistler Project camp, and initiation
of regulator, community and other stakeholder engagements.

 Land
Fee, Camp Maintenance Expenses

 For
the fiscal year ended November 30, 2023, land fee and camp maintenance expenses were $945,751 compared to $254,910 for the fiscal
year ended November 30, 2022. The increase was primarily for the increase of camp costs, including equipment maintenance, camp
management labor and supplies for the ongoing exploration program, freight and sampling, as well as work related to a road access
study.

 Transportation
and Travel Expenses

 For
the fiscal year ended November 30, 2023, transportation and travel expenses were $547,942 compared to $29,887 for the fiscal year ended
November 30, 2022. The increase of $518,055 was mainly related to aircraft charter costs to bring crews, equipment and camp supplies
to the Whistler Project site in connection with the ongoing exploration program, including mobilization of drilling equipment and major
consumables.

 Other
Exploration Expenses

For the fiscal year ended November 30, 2023, other exploration expenses were $366,855 compared to $2,250 for the fiscal year ended
November 30, 2022. The increase of $364,605 primarily consisted of equipment rental and fuel consumption for the ongoing exploration
program.

 General
and Administrative Expenses

 For
the fiscal year ended November 30, 2023, general and administrative expenditures were $4,670,248, compared to $1,172,810 for the year
ended November 30, 2022. During the year ended November 30, 2023, general and administrative expenditures primarily consisted of professional
fees of $1,665,183, compared to $883,664 during the year ended November 30, 2022. The increase in such expenses was primarily as a result
of increased legal, audit, accounting and tax services relating to our IPO. General and administrative expenditures also
included: (i) share-based compensation expenses of $423,831, which consisted of $48,756 related to the award of restricted shares vested
during the year, $255,027 related to the fair value of stock options issued by us to management, directors and employees, $65,700 related to share compensation for consulting services, and $54,348 for GoldMining personnel, allocated for their
time spent on our affairs, compared to $65,303 during the year ended November 30, 2022; (ii) management fees, salaries and benefits of
$300,767, compared to $157,925 during the year ended November 30, 2022; (iii) consulting, corporate development and investor relations
expenses of $1,742,904 compared to $24,170 during the year ended November 30, 2022. The increase was mainly for building corporate brand
awareness after completion of the IPO; (iv) filing, listing, dues and subscriptions expenses of $178,595, compared to $10,882 during
the year ended November 30, 2022; (v) office administrative, rental and insurance expenses of $325,551, compared to $13,909 during the
year ended November 30, 2022; and (vi) travel, website design and hosting expenses of $33,417, compared to $16,957 during the year ended
November 30, 2022. The increase in general and administrative costs was primarily the result of a higher level of activity leading up
to and after our IPO.

 Accretion
and Depreciation Expenses

 For
the fiscal year ended November 30, 2023, accretion expenses for the asset retirement obligations were $21,051 compared to $19,255
for the fiscal year ended November 30, 2022.

 For
the fiscal year ended November 30, 2023, depreciation expenses were $30,959 compared to $0 for the fiscal year ended November 30,
2022. The increase was primarily due to depreciation of the camp structures and equipment acquired during this year.

 Loss
from Operations

 For
the fiscal year ended November 30, 2023, our loss from operations was $9,776,758 compared to $1,735,387 for the year ended November
30, 2022. The increase of $8,041,371 in operating loss was primarily the result of an increase in general and administrative
expenses and exploration expenses after we completed our IPO and commenced our initial confirmatory work program at the Whistler
Project.

 Our
operational costs, including, without limitation, labor costs, can be impacted by inflation. It is possible that in the future, high
inflation in the countries in which we operate may result in an increase in operational costs in local currencies, which could have a
significant effect on our operating cash flow.

 Liquidity
and Capital Resources

 As at

 November 30,

 2023

 As at

 November 30,

 2022

 ($)

 ($)

 Cash and cash equivalents

 $
 11,401,338

 $

 Working capital (deficit) (1)

 11,493,428

 (1,057,400
)

 Total assets

 13,023,753

 229,619

 Total current liabilities

 513,075

 1,287,019

 Accounts payable

 197,978

 466,127

 Accrued liabilities

 112,048

 26,922

 Total non-current liabilities

 297,967

 Stockholders' equity (deficit)

 12,212,711

 (1,283,271
)

 (1)
 Working
 capital (deficit) is the difference between the total current assets and total current liabilities.

 Prior
to the completion of our IPO, capital resources consisted primarily of cash advanced and/or contributed from GoldMining. On April 24,
2023, we completed our IPO and issued 2,000,000 Units at a price of $10.00 per Unit for net proceeds in an aggregate amount of approximately
$19.1 million after deducting underwriting fees and offering costs. In May 2023, we repaid GoldMining $1,680,925, for amounts previously
advanced to us by GoldMining.

 As of November 30, 2023, we had cash and cash equivalents of $11,401,338,
compared to $54,508 as of November 30, 2022, and restricted cash of $86,870, compared to $0 as of November 30, 2022. As of November 30,
2023, we had other receivables of $115,113, compared to $68,000 as of November 30, 2022. The increase in other receivables was mainly
due to interest receivable on term deposits held by us. As of November 30, 2023, we had inventories of $27,249, compared to $0 as of November
30, 2022, which included fuels held at the Whistler Project camp site. As of November 30, 2023, we had prepaid expenses and deferred costs
of $375,933, compared to $107,111 as of November 30, 2022. The increase primarily consisted of a $172,566 increase in prepaid corporate
development expenses, $179,014 increase in prepaid insurance costs and $12,174 increase in prepaid dues and subscriptions costs for activities
after completion of the IPO, and offset $94,932 deferred financing costs as at November 30, 2022, which were reallocated to share issuance
costs upon completion of the IPO.

 As
of November 30, 2023, current liabilities were $513,075, compared to $1,287,019 as of November 30, 2022. Current liabilities as of November
30, 2023, primarily consisted of: accounts payable of $197,978, compared to $466,127 as of November 30, 2022; accrued liabilities of $112,048,
compared to $26,922 as of November 30, 2022; withholdings taxes payable of $180,863, compared to $116,187 as of November 30, 2022. The
decreases in current liabilities were primarily related to the repayment of advances from GoldMining.

 We
have not generated any revenue from operations and the only sources of financing to date have been through advances from GoldMining and
the IPO. Our ability to meet our obligations and finance exploration activities depends on our ability to generate cash flow through
the issuance of shares of common stock pursuant to private placements and short-term or long-term loans. Capital markets may not be receptive
to offerings of new equity from treasury or debt, whether by way of private placements or public offerings. This may be further complicated
by the limited liquidity for our Common Stock, restricting access to some institutional investors. Our growth and success is dependent
on external sources of financing which may not be available on acceptable terms, or at all.

 We believe that the existing cash on hand will enable us to meet our working capital requirements for the next twelve months commencing
from the date that the consolidated financial statements are issued.

 As
of November 30, 2023, we did not have any off-balance sheet arrangements.

 Summary
of Cash Flows

 Operating
Activities

 For the fiscal year ended November 30, 2023, net cash used in operating activities was $9,428,815, compared to $1,322,149
for the fiscal year ended November 30, 2022. Significant operating expenditures for the fiscal year ended November 30, 2023, included
general and administrative expenses and exploration expenditures as we commenced our initial programs at the Whistler Project. The increase
of net cash used in operating activities is primarily the result of increased filing, listing, legal, accounting, and investor relations
expenditures for the preparation and execution of our IPO and costs associated with the Whistler Project exploration program.

 Investing
Activities

 For the fiscal year ended November 30, 2023, net cash used in investing
activities was $979,523, compared to $0 for the fiscal year ended November 30, 2022, of which, $866,140 related to the renovation of existing
camp structures and construction of additional facilities for the Whistler Project, and $113,383 related to the purchase of equipment.

 Financing
Activities

 For
the fiscal year ended November 30, 2023, net cash provided by financing activities was $21,842,038, which was primarily comprised of
the net proceeds of $19,056,223 from the IPO, proceeds received from warrant exercises of $3,363,204, capital contribution from GoldMining
of $46,459, withholding taxes received on return of capital of $53,935, advances from GoldMining of $1,003,142, offset by $1,680,925
for repayment of advances from GoldMining. Net cash provided by financing activities during the year ended November 30, 2022, was $1,371,027,
primarily from proceeds received from the settlement of a funding commitment of $1,158,143, advances from GoldMining of $183,302, and
capital contributions from GoldMining of $87,284, offset by $57,702 withholding taxes paid on return of capital.

 Commitments
Required to Keep Whistler Project in Good Standing

 For the fiscal year ended November 30, 2023, we made annual land payments in the amount of $224,583. We are required
to make annual land payments to the ADNR in the amount of $230,605 in 2024 and thereafter, to keep the Whistler Project in good standing.
Additionally, we have an annual labor requirement of $135,200 for 2024 and thereafter, for which a cash-in-lieu payment equal to the value
of the annual labor requirement may be made instead. We have excess labor carry forwards of $167,674 expiring in 2026 and $1,766,156 expiring
in 2027, of which up to $135,200 can be applied each year to meet our annual labor requirements. The Whistler Project is in good standing
as of the date of this Annual Report.

 Future
Commitments

 On November 27, 2020, GoldMining agreed to cause us to issue a 1.0% net
smelter return ("NSR") royalty on our Whistler Project to Gold Royalty Corp. ("GRC"). We also assigned certain
buyback rights relating to an existing third party royalty on the Whistler Project such that GRC has a right to acquire a 0.75% NSR (including
an area of interest) on the Whistler Project for $5,000,000 pursuant to such buyback rights.

 We acquired rights to the Whistler Project and associated equipment in
August 2015 pursuant to an asset purchase agreement by and among us, GoldMining, Kiska and Geoinformatics. Pursuant to such agreement,
we assumed an obligation on the Whistler Project pursuant to a royalty purchase agreement between Kiska, Geoinformatics, and MF2, dated
December 16, 2014. This agreement granted MF2 a 2.75% NSR royalty over all 304 claims, and, extending outside the current claims, over
an area of interest defined by the maximum historical extent of claims held on the Whistler Project.

 In June 2023, we entered into an agreement with Equity Geoscience, Ltd.
for the management of an exploration program for the Whistler Project. The agreement includes an approved work order totaling $5,255,500,
for the period of June 1, 2023, to February 29, 2024, which may be paused, postponed or terminated by either party with 30 days written
notice. As at November 30, 2023, we have paid $5,066,720 towards the approved work order.

 Transactions
with Related Parties

the years presented, we shared personnel, including key management personnel, office space, equipment, and various administrative
services with other companies, including GoldMining which owns approximately 79.7% of our outstanding shares of our Common Stock and
have common members of management and a director. Costs incurred by GoldMining were allocated between its related subsidiaries based
on an estimate of time incurred and use of services and are charged at cost. During the years ended November 30, 2023, and 2022, the
allocated costs from GoldMining to us were $100,807 and $147,349, respectively. Out of the allocated costs, $54,348 and $60,065 for
the years ended November 30, 2023, and 2022, respectively, were noncash share-based compensation costs. The allocated costs from
GoldMining were treated as a capital contribution, as there is no obligation or intent regarding the repayment of such amounts by
us.

 For
the year ended November 30, 2023, the amounts advanced to us and paid on our behalf by GoldMining totaled $1,003,142. In May 2023, we
repaid GoldMining $1,680,925, for amounts previously advanced to us. The amount paid represented the full amount of the outstanding loan
from GoldMining at the time. For the year ended November 30, 2022, repayable amounts advanced to us and paid on our behalf by GoldMining
totaled $1,341,445, of which $1,158,143 was settled against a funding commitment. As at November 30, 2023, the loan payable to GoldMining
Inc. was $0 ($677,783 as at November 30, 2022).

 For
the year ended November 30, 2022, we declared a return of capital to GoldMining of $1,096,343, which resulted in federal withholding
taxes payable of $173,889, of which $57,702 was paid during the year ended November 30, 2022. Pursuant to the return of capital, a note
payable was issued to GoldMining in the amount of $1,096,343, which was subsequently retired as a part of the settlement of the remaining
funding commitment to us in the amount of $2,254,486, which included the settlement of amounts previously advanced by GoldMining to us
in the amount of $1,158,143.

the year ended November 30, 2023, our board of directors approved a service agreement with Blender Media Inc. (" Blender "),
a company controlled by a direct family member of the co-chairman and a director of GoldMining. During the years ended November 30, 2023,
and 2022, we incurred $233,978 and $16,957, respectively, in general and administrative costs, paid to Blender for various services,
including information technology, corporate branding, advertising, media, website design, maintenance and hosting, provided by Blender
to us and are within industry standards. As at November 30, 2023, prepaid expenses and deferred costs included service fees prepaid to
Blender in the amount of $169,899 (November 30, 2022: $0).

the years ended November 30, 2023, and 2022, share-based compensation costs included $31,127 and $3,516, respectively, in amounts incurred
for the co-chairman and a director of GoldMining for performance based Restricted Shares granted in September 2022.

acquired 122,490 Units in the IPO at a price of $10 per Unit for a total consideration of $1,224,900. Certain directors and officers
of GoldMining also participated in the IPO.

 Related
party transactions are based on the amounts agreed to by the parties. During the years ended November 30, 2023, and 2022, we did not
enter into any contracts or undertake any commitment or obligation with any related parties other than as described herein.

 Outstanding
Securities

 As
of the date hereof, we have 12,398,709 shares of Common Stock outstanding. In addition, we had stock options outstanding representing
82,500 shares at an exercise price of $10 per share, and outstanding Warrants to purchase 1,741,292 shares at an exercise price of $13
per share. The exercise of stock options and Warrants is at the discretion of their respective holders and, accordingly, there is no
assurance that any of the stock options or warrants will be exercised in the future.

 Critical
Accounting Estimates and Judgments

 The
preparation of these financial statements in conformity with U.S. GAAP requires management to make judgments and estimates and form assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and
expenses during the year. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income
and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances
as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.

 Information
about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the financial
statements is as follows:

 Asset
retirement obligation

 An
asset retirement obligation (" ARO ") represents the present value of estimated future costs for the rehabilitation
of our mineral property. These estimates include assumptions as to the future activities, cost of services, timing of the rehabilitation
work to be performed, inflation rates, exchange rates and interest rates. The actual cost to rehabilitate a mineral property may vary
from the estimated amounts because there are uncertainties in factors used to estimate the cost and potential changes in regulations
or laws governing the rehabilitation of a mineral property. Management periodically reviews the rehabilitation requirements and adjusts
the liability as new information becomes available and will assess the impact of new regulations and laws as they are enacted.

 During the fiscal year ended November 30, 2023, the ARO for the Whistler
Project was revised due to changes in the estimated timing of reclamation activities and updated assumptions regarding reclamation costs.
The estimated future costs for the rehabilitation activities were updated for camp structures due to additional facilities constructed
during the year and for the exploration and evaluation assets due to surface disturbance resulting from past exploration programs. The
life expectancy of the ARO was extended to 10 years. We recorded a change in estimate to the ARO of $67,042, resulting in the corresponding
camp structures being decreased by $98,434, and the exploration and evaluation assets being increased by $31,392, respectively.

 Allocation
of expenses from GoldMining.

 For
the year ended November 30, 2023, certain general administrative expenses, including employment related expenditures for services and
support functions provided by GoldMining, were allocated on a pro-rata basis considered by GoldMining to be a reasonable reflection of
the utilization of services provided to us.

 Allocation
of carve-out expenses from GoldMining.

 The financial statements as of November 30, 2022, have been prepared on
a "carve-out" basis to include allocations of certain assets, liabilities and expenses related to services and support functions
from GoldMining, which were allocated on a pro-rata basis considered by GoldMining to be a reasonable reflection of the utilization of
services provided to us for the quarters presented. These expenses, assets, and liabilities have been allocated to us on the basis of
direct usage when identifiable, with others allocated based on relevant data criteria as follows:

 General
 and administrative expenses- allocated all direct expenses and corporate expenses were allocated based on an estimate of time incurred
 to reflect the utilization of those services by us including:

 Office
 space, equipment and administrative services.

 Employment
 related expenses, including share-based compensation which was calculated using the Black-Scholes model.

 Accounts
 payable and accrued expenses, prepaid expenses and deposits, due to GoldMining, allocated all amounts directly related to us.

 Management
believes the assumptions and allocations underlying the financial statements are reasonable and appropriate under the circumstances.
Therefore, these financial statements are not necessarily indicative of the results that would be attained if we had operated as a separate
legal entity during the periods presented and are not necessarily indicative of future operating results.

 Restricted
Shares

 The
fair value of the restricted shares is measured at grant date and recognized over the period during which the restricted shares
vest. When restricted shares are conditional upon the achievement of a performance condition, we estimate the length of the expected
vesting period at grant date, based on the most likely outcome of the performance condition. The fair value of the restricted shares
is determined based on the fair value of the shares of Common Stock on the grant date, adjusted for lack of marketability discount,
minority shareholder discount, and other applicable factors that are generally recognized by market participants.

 Stock
Options

 We grant stock options to certain of our directors, officers, employees and consultants. We use the Black-Scholes
option-pricing model to determine the grant date fair value of stock options. The fair value of stock options granted to employees is
recognized as an expense over the vesting period with a corresponding increase in equity. An individual is classified as an employee when
the individual is an employee for legal or tax purposes, provides services that could be provided by a direct employee, or has authority
and responsibility for planning, directing and controlling our activities, including non-executive directors. The fair value is measured
at grant date and recognized over the period during which the options vest. Forfeitures are accounted for as they occur.

 The
Black-Scholes option-pricing model uses as inputs the fair value of our shares of Common Stock and assumptions we make for the volatility
of our shares of Common Stock, the expected term of our stock options, the risk-free interest rate for a period that approximates the
expected term of our stock options and our expected dividend yield. We have historically been a private company and continue to lack
sufficient company-specific historical and implied volatility information. Therefore, we estimate our expected share volatility based
on the historical volatility of a publicly traded set of peer companies and expect to continue to do so until such time as we have adequate
historical data regarding the volatility of our own traded share price.

 Recently
Issued Accounting Pronouncements

 In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic
740) Simplifying the Accounting for Income Taxes" (" ASU 2019-12 "), which is intended to simplify various aspects
related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies
and amends existing guidance to improve consistent application. The new standard is effective for the fiscal years beginning after December
15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Management has assessed and concluded there is no
material impact on our financial statements.

 In November 2023, the FASB issued ASU 2023-07, the amendments "improve reportable segment disclosure requirements,
primarily through enhanced disclosures about significant segment expenses". In addition, the amendments enhance interim disclosure
requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure
requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is
to enable "investors to better understand an entity's overall performance" and assess "potential future cash flows."
The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024. Management is currently evaluating the impact of this guidance on our financial
statements.

 JOBS
Act

 In
April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage
of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to
private companies.

 We
continue the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements under the JOBS Act.
Subject to certain conditions, as an emerging growth company, we may rely on certain of these exemptions, including without limitation,
providing an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404(b)
of the Sarbanes-Oxley Act. We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year in which
we have total annual gross revenue of $1.235 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of
the date of the completion of our IPO; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the
previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 Not

 Item
8. Financial Statements and Supplementary Data.

Statements

 The
information required by this Item 8 is included at the end of this Annual Report on Form 10-K beginning on page F-1.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 Our management, with the participation of our Principal Executive Officer
and Principal Financial Officer, has evaluated the effectiveness of disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the United States Securities Exchange Act of 1934, as amended (the " Exchange Act ") and,
as of November 30, 2023, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period
covered by this Annual Report, our disclosure controls and procedures were effective.

 It
should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute)
assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals.

 Management's Annual Report on Internal Control over Financial Reporting

 This annual report does not include a report of management's assessment regarding internal control over financial
reporting or an attestation report of the company's registered public accounting firm due to a transition period established by
rules of the SEC for newly public companies.

 Changes
in Internal Control over Financial Reporting

 There have been no changes in our internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our last
completed fiscal quarter, that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

 Item
9B. Other Information.

 Not

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 Our
directors and executive officers and their respective ages as of February 21, 2024, are as follows:

 Name

 Age

 Position

 Principal
 occupation or employment for the past five years

 Alastair
 Still

 and Chairman

 and Chairman of the Company, from September 2022 to present. Chief Executive Officer of GoldMining, from April 2021 to present. Chief
 Development Officer and Executive Vice President of GoldMining, from 2020 to 2021. Director of Technical Services of Gold Royalty
 Corp., from October 2020 to present. Special Advisor to Kalo Gold Corp., from September 2020. Director, Corporate Development, Newmont
 Corporation (formerly Goldcorp Inc.), from 2015 to 2020.

 Garnet
 Dawson

 President
 of the Company, from 2015 to 2022, Chief Executive Officer of GoldMining from December 2014 to April 2021, Director of GoldMining,
 from 2018 to present. Director of Gold Royalty Corp., from 2020 to February 2022. Director of Freegold Ventures Limited, from 2011
 to present.

 Ross
 Sherlock

 Vice
 President, Geoscience at Kinross Gold Corp. from 2015 to 2016, Exploration Manager, North America at Gold Fields from 2008 to 2015,
 and Project Manager, Senior Geologist at Miramar Mining Corporation/Newmont Mining Corporation from 2004 to 2008.

 Lisa
 Wade

 Director,
 Liberty Gold Corp. since January 25, 2023. Director, Gold Standard Ventures Corp. from June 2021 to August 2022. Environmental
 Engineer, from August 2015 to April 2019, Corporate Vice President, Environmental, Reclamation and Closure at Goldcorp Inc., from August 2015
 to April 2019.

 Laura
 Schmidt

 GM
 Supply Chain in Shell, from July 2021 to present. Supply Chain Director at Shell secondee, from July 2018 to June 2021, V.P. Safety
 & Environment for Shell's Integrated Gas & New Energies, from January 2016 to June 2018, V.P. Shell Alaska, from January
 2015 to December 2015. Head of Audit for Shell's Upstream and Projects & Technology Directorates, from September 2012 to
 December 2014.

 Aleksandra
 Bukacheva

 Director of Probe Metals Inc. since June 7, 2022. Director of Montage Gold Corp. since September 7, 2021. Director at Battle North Gold Corporation from April 2018 until May 2021 prior to its acquisition by Evolution Mining Limited.

 Executive Vice President, Corporate Development of Element 29 Resources Inc., a junior explorer focused on copper resource development in Peru, from September 2018 until November 2020. Director of Gippsland Prospecting Pty. Ltd. Equity Research Analyst for BMO Capital Markets, from 2013 to 2016.

 Tim
 Smith

 Chief
 Executive Officer and President

 Chief
 Executive Officer and President of the Company, from September 12, 2022 to present. Vice President Exploration for GoldMining, from
 April 2022 to present. Regional Director Generative Exploration, North America for Newmont Corporation from June 2019 to March 2022.
 Exploration Director, Goldcorp Inc., from August 2016 to June 2019.

 Tyler
 Wong

 Interim Chief
 Financial Officer, Secretary and Treasurer

 Interim
 Chief Financial Officer, Secretary and Treasurer of the Company beginning April 11, 2023. From June 2019 through April 11, 2023,
 Mr. Wong served as Corporate Controller of GoldMining and from June 2020 through June 2021, he served as Corporate Controller of
 Gold Royalty Corp. From June 2019 through October 2020, Mr. Wong served as Corporate Controller of Uranium Royalty Corp., and from
 June 2017 through June 2019 he served as Corporate Controller of King & Bay West Management Corp. From October 2014 through June
 2017, Mr. Wong served as a Senior Accountant with Deloitte in Vancouver.

 The
following is a brief description of the business experience of each executive officer and director. The following describes the business
experience of each of our non-director executive officers as of the date hereof:

 Tim
Smith, Chief Executive Officer and President

 Mr.
Smith was appointed as our Chief Executive Officer and President on September 12, 2022. Mr. Smith is also currently the Vice President,
Exploration of GoldMining, having held such position since April 7, 2022. Mr. Smith is a professional geologist with 28 years mineral
industry experience, at locations throughout Australia and Canada, principally in gold exploration with an expertise in gold mineral
systems, and specializing in orogenic lode gold systems, area selection, project generation, exploration strategy, project rate &
rank, drill delineation and project advancement through to feasibility study, and gold mine production. Prior to joining us, Mr. Smith
was Regional Director Generative Exploration, North America for Newmont Corporation from June 2019 to March 2022, Exploration Director,
Goldcorp Inc., from August 2016 to June 2019, and Vice President Exploration, Kaminak Gold Corp. from January 2010 to July 2016.

 Tyler
Wong, Interim Chief Financial Officer, Secretary and Treasurer

 Mr.
Wong was appointed as our Interim Chief Financial Officer, Secretary and Treasurer on April 11, 2023. From June 2019 through April 11,
2023, Mr. Wong served as Corporate Controller of GoldMining and from June 2020 through June 2021, he served as Corporate Controller of
Gold Royalty Corp. From June 2019 through October 2020, Mr. Wong served as Corporate Controller of Uranium Royalty Corp., and from June
2017 through June 2019 he served as Corporate Controller of King & Bay West Management Corp. From October 2014 through June 2017,
Mr. Wong served as a Senior Accountant with Deloitte in Vancouver, where he assisted with auditing work and obtained internal accreditation
for US GAAP and US GAAS. Mr. Wong is a Chartered Accountant with experience dealing in complex accounting issues in several industries
including mining, oil and gas, lumber, technology, gaming and manufacturing. Mr. Wong holds a Bachelor of Commerce degree from the University
of British Columbia.

 Alastair
Still, Director and Chairman

 Mr.
Still was appointed as a director on September 12, 2022, and has served as the Chairman of the board of directors since September 12,
2022. Mr. Still is an experienced mining industry professional with over 25 years of experience including working for major operating
gold mining companies. Mr. Still currently serves as Chief Executive Officer of GoldMining and Director of Technical Services for Gold
Royalty Corp., having held such positions since April 1, 2021, and October 1, 2020, respectively. Mr. Still also served as Executive Vice
President and Chief Development Officer of GoldMining from 2020 through 2021, and Director, Corporate Development for Newmont Corporation
(formerly Goldcorp Inc.) from 2015 to 2020. Prior to 2015, Mr. Still also worked for major gold mining companies, including Placer Dome
Inc., Kinross Gold Corporation and Goldcorp Inc. He has worked within Canada and internationally in a variety of leadership roles in
mine operations and project development including as Project Director leading the acquisition, permitting and construction of the Cerro
Negro gold mine in Argentina. Mr. Still has extensive experience in corporate development having formerly served most recently as Executive
Vice President, Chief Development Officer for GoldMining. Mr. Still graduated with a Bachelor of Science (First Class, Honours) from
the University of New Brunswick and a Master of Science (Structural Geology) from Queen's University. Mr. Still serves on the Technical
Advisory Committee of Geoscience BC and is a member of Professional Engineers and Geoscientists British Columbia and Professional Geoscientists
Ontario.

 Garnet
Dawson, Director

 Mr.
Dawson was appointed as a director on September 12, 2022, and serves as the Chairperson of our Compensation Committee. Mr. Dawson
served as our President from 2015 through September 12, 2022. Mr. Dawson has neither served nor been appointed to any other roles
for the Company since September 12, 2022. Since 2018, Mr. Dawson has served as a member of the board of directors of GoldMining
Inc., a public company listed on the NYSE American and Toronto Stock Exchange; and Freegold Ventures Limited, a company listed on
the Toronto Stock Exchange, since 2011. Mr. Dawson has also served as a member of the board of directors of Spanish Mountain Gold
Ltd. since October 2022. He was Chief Executive Officer of GoldMining Inc. from 2014 to April 2021. Mr. Dawson is a geologist with
40 years of experience in the exploration and mining business working with senior and junior mining companies in the Americas,
Europe, Africa and China. He has held executive roles with several Canadian mining companies including Chief Executive Officer of
GoldMining Inc., Vice President, Exploration of Brazilian Gold Corporation and Vice President, Exploration of EuroZinc Mining
Corporation. Prior to joining EuroZinc, he consulted internationally and held a number of positions with Battle Mountain Canada
Inc., British Columbia Geological Survey and Esso Minerals Canada Ltd. Mr. Dawson is a registered Professional Geologist with
Engineers & Geoscientists British Columbia and holds a Bachelor of Science degree in Geology from the University of Manitoba and
a Master of Science degree in Economic Geology from the University of British Columbia.

 Ross
Sherlock, Director

 Ross
Sherlock was appointed as a director on September 12, 2022, and serves as a member of our Audit Committee and our Compensation Committee.
Dr. Sherlock is a professional geologist with over 30 years of experience in the mining industry and academic research. Dr. Sherlock
has served as a Full Professor and Research Chair in Exploration Targeting at the Harquail School of Earth Sciences, Laurentian University,
Sudbury, since 2017. At Laureation, Dr. Sherlock is the Director of the Mineral Exploration Research Center and the Metal Earth project.
Prior to this, he has held senior positions with major mining companies including Vice President, Geoscience at Kinross Gold Corp. from
2015 to 2016, Exploration Manager, North America at Gold Fields from 2008 to 2015, and Project Manager, Senior Geologist at Miramar Mining
Corporation/Newmont Mining Corporation from 2004 to 2008. Prior to this, he was a Research Geoscientist at the Geological Survey of Canada
and Senior Geologist at SRK Consulting Engineers. Dr. Sherlock completed a Post-Doctoral Fellowship at the University of British Columbia's
Mineral Deposits Research Unit, PhD at the University of Waterloo, MSc at Lakehead University, and BSc (Honors) at McMaster University,
Canada. He is a member of Professional Engineers and Geoscientists British Columbia and Professional Geoscientists Ontario.

 Lisa
Wade, Director

 Ms.
Wade was appointed as a director on September 12, 2022, and serves as a member of our Nominating and Corporate Governance Committee
and the Chairperson of our Sustainability Committee. Ms. Wade was appointed as a director of Liberty Gold Corp. on January 25, 2023,
a public company listed on Toronto Stock Exchange. Ms. Wade served as a member of the board of directors of Gold Standard Ventures
Corp., a public company listed on the NYSE American and Toronto Stock Exchange, prior to its acquisition by Orla Mining Ltd. from
June 2021 to August 2022. Ms. Wade is an environmental engineer with over 25 years of experience in the mining industry. Ms. Wade
has held environmental engineering, community relations, permitting, managerial and executive positions with a number of mining
companies. From January 2005 to June 2019, Ms. Wade held increasingly senior positions at Goldcorp Inc., in Central America and then
as Corporate Vice President, Environmental, Reclamation and Closure. Ms. Wade holds both a Bachelor of Science and Master of Science
in Environmental Engineering from Montana Tech in Butte, Montana.

 Laura
Schmidt, Director

 Ms.
Schmidt was appointed as a director on September 12, 2022, and serves as a member of our Audit Committee, our Sustainability Committee
and the Chairperson of our Nominating and Corporate Governance Committee. Ms. Schmidt is a global executive with over 30 years of worldwide
experience in the oil/gas/new energy industry in Shell. She currently works in Supply Chain in Shell's Integrated Gas and Upstream
Directorate and has worked for Shell since 1990 in a variety of senior leadership roles across the globe. Ms. Schmidt has held numerous
senior positions including V.P. Shell Alaska, V.P. Safety & Environment for Shell's Integrated Gas & New Energies Directorate,
Head of Audit for Shell's Upstream and Projects & Technology Directorates, as well as engineering and operations positions.
Ms. Schmidt holds a Bachelor of Science (cum laude) in Mechanical Engineering from Virginia Tech, a Master of Science in Environmental
Engineering, and a Doctor of Jurisprudence (magna cum laude) from the University of Houston. She is a licensed Professional Engineer,
licensed US Patent Attorney, and a licensed attorney in Colorado and Texas. She is a Member of the Chartered Institute of Procurement
and Supply. After attending INSEAD's International Directors Program, she obtained a Certificate in Corporate Governance. She is
also an alumnus of Stanford's Directors College and Harvard Business School's Women on Boards Program.

 Aleksandra
Bukacheva, Director

 Ms.
Bukacheva was appointed as a director on September 12, 2022, and serves as a member of our Compensation Committee, our Nominating
and Corporate Governance Committee, and the Chairperson of our Audit Committee. Ms. Bukacheva is currently a member of the board of
directors of Probe Metals Inc., where she has served since June 7, 2022, and Montage Gold Corp. where she has served since September
2021, and was an independent director at Battle North Gold Corporation from April 2018 until May 2021 prior to its acquisition by
Evolution Mining Limited. Ms. Bukacheva was Executive Vice President, Corporate Development of Element 29 Resources Inc., a junior
explorer focused on copper resource development in Peru from September 2018 until November 2020. She was also a director of
Gippsland Prospecting Pty. Ltd., a private Australian company, which was sold to Battery Minerals Limited in October 2020. From 2013
to 2016, Ms. Bukacheva was the Equity Research Analyst Base Metals at BMO Capital Markets. Ms. Bukacheva is the Managing Director of
ABUK Consulting Corp., a resource investment and advisory company. Ms. Bukacheva received her Master of Science (MSc.) at the London
School of Economics and Political Science in 2005. She also achieved a Certificate in Mining Studies at the University of British
Columbia in 2016 and holds a Chartered Financial Analyst designation.

 Term
of Office

 Directors
serve until the next annual meeting of our stockholders and until their successors are elected and qualified. Officers are appointed
to serve at the discretion of our board of directors.

 Audit
Committee

 Our
Audit Committee of the board of directors (the " Audit Committee ") is comprised of Aleksandra Bukacheva, Laurie J.
Schmidt and Ross Sherlock, each of whom is independent pursuant to the rules of the Nasdaq Capital Market and under Rule 10A-3 of the
Exchange Act. Aleksandra Bukacheva is an "audit committee" financial expert as defined by the rules and regulations of the
SEC. Aleksandra Bukacheva serves as the Chairperson of the Audit Committee. The Audit Committee's duties are specified in our Audit
Committee charter, and include, but are not limited to:

 appointing
 the independent auditors and pre-approving all auditing and non-auditing services permitted
 to be performed by the independent auditors;

 reviewing
 with the independent auditors any audit problems or difficulties and management's response;

 discussing
 the annual audited financial statements with management and the independent auditors;

 reviewing
 the adequacy and effectiveness of our accounting and internal control policies and procedures
 and any steps taken to monitor and control major financial risk exposures;

 reviewing
 and approving all proposed related party transactions;

 annually
 reviewing and reassessing the adequacy of our Audit Committee charter;

 meeting
 separately and periodically with management and the independent auditors; and

 monitoring
 compliance with our code of business conduct and ethics, including reviewing the adequacy
 and effectiveness of our procedures to ensure proper compliance.

 Audit
Committee Independence

 Our
board of directors has determined that each member of our Audit Committee meets the independence requirements, including the
heightened independence standards for members of the Audit Committee, of the Nasdaq Capital Market and Canadian National Instrument
52-110 – Audit Committees (" NI 52-110 ") and under Rule 10A-3 of the Exchange Act. The Audit Committee will
at all times be composed exclusively of "independent directors", as defined for audit committee members under the rules
of the Nasdaq Capital Market and the rules and regulations of the SEC, who are "financially sophisticated".
"Financially sophisticated" generally means having past employment experience in finance or accounting, requisite
professional certification in accounting, or any other comparable experience or background which results in the individual's
being able to read, understand, and prepare fundamental financial statements, including a company's balance sheet, income
statement and cash flow statement. In addition, our board of directors will have to determine that each of the members of our Audit
Committee is financially literate, including within the meaning of NI 52-110. Ms. Bukacheva has been identified as an audit
committee financial expert as defined by the rules and regulations of the SEC.

 Nominating
and Corporate Governance Committee Information

 Our
nominating and corporate governance committee of the board of directors is comprised of Laurie J. Schmidt, Lisa Wade and Aleksandra Bukacheva,
each of whom is independent pursuant to the rules of the Nasdaq Capital Market. Laurie J. Schmidt is the Chairperson of the nominating
and corporate governance committee. The nominating and corporate governance committee will assist the board in selecting individuals
qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance
committee's duties are specified in our nominating and corporate governance committee charter, and include, but are not limited
to:

recommending nominees to the board for election by the stockholders, or for appointment to fill any vacancy on the board;

reviewing annually with the board of directors the current structure and composition of the board committees with regards to characteristics
such as independence, knowledge, skills, experience and diversity to ensure compliance with applicable criteria of the rules and regulations
of the SEC and the Nasdaq Capital Market;

making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board;
and

advising the board of directors periodically with regards to significant developments in the law and practice of corporate governance
as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance
and on any remedial action to be taken.

 Our
board of directors and nominating and corporate governance committee will review our strategies to determine the composition of the board
of directors and the appropriate candidates to be nominated for election as directors at annual general meetings. This review will take
into account the desirability of maintaining a balance of skills, experience and background.

 In
identifying new candidates for our board of directors, the nominating and corporate governance committee will consider what competencies
and skills our board of directors, as a whole, should possess and assess what competencies and skills each existing director possesses,
considering our board of directors as a group, and the personality and other qualities of each director, as these may ultimately determine
the boardroom dynamic.

 It
will be the responsibility of the nominating and corporate governance committee to regularly evaluate the overall efficiency of our board
of directors and our Chairman and all board committees and their chairs. As part of its mandate, the nominating and corporate governance
committee will conduct the process for the assessment of our board of directors, each committee and each director regarding his, her
or its effectiveness and contribution, and report evaluation results to our board of directors on a regular basis.

 Insider
Trading Policies

 All
of our executives, other employees and directors are subject to our insider trading restriction contained in our code of business conduct
and ethics (the " Code of Conduct "), which prohibits trading in our securities while in possession of material undisclosed
information about us. Under this policy, such individuals are also prohibited from entering into hedging transactions involving our securities,
such as short sales, puts and calls. Furthermore, we permit executives, including our "named executive officers", to trade
in our securities, only during prescribed trading windows.

 In addition, we have adopted an Insider Trading Policy, effective August
28, 2023, which govern the purchase, sale and other dispositions of our securities by our directors, officers, employees and consultants.
The Insider Trading Policy is attached as Exhibit 14.2 to this Annual Report.

 Code
of Business Conduct and Ethics

 We
have the Code of Conduct, which applies to all of our employees, officers, and directors. This includes our chief executive officer,
chief financial officer, and principal accounting officer or controller, or persons performing similar functions. The full text of
our Code of Conduct is posted on our website at www.us.goldmining.com and is attached as Exhibit 14.1 to this Annual Report. We intend to disclose on our website any future amendments
of the Code of Conduct or waivers that exempt any executive officer, principal accounting officer or controller, persons performing
similar functions, or our directors from provisions in the Code of Conduct. The Code of Conduct sets out our fundamental values and
standards of behavior that are expected from our directors, officers and employees with respect to all aspects of our business. Its
objective is to provide guidelines for maintaining our integrity, reputation and honesty with a goal of honoring others' trust
in us at all times.

 Our
Audit Committee is responsible for reviewing and evaluating the Code of Conduct periodically and will recommend any necessary or appropriate
changes thereto to our board of directors for consideration.

 Item
11. Executive Compensation.

Discussion and Analysis

 Oversight
of Executive Compensation Program

 Our
board of directors has established a Compensation Committee (the " Compensation Committee ") that operates under a written
Charter approved by the board of directors. Our Compensation Committee of the board of directors is comprised of Garnet Dawson, Ross
Sherlock and Aleksandra Bukacheva, and each of Dr. Sherlock and Ms. Bukacheva are independent pursuant to the rules of the Nasdaq Capital
Market. Mr. Dawson serves as the Chairperson of the Compensation Committee. The independence of the Compensation Committee members is
re-assessed regularly by our board of directors.

 The
Compensation Committee is responsible for establishing and administering our executive and director compensation.

 The
responsibilities of the Compensation Committee, as stated in its Charter, include the following:

 review
 and approve our compensation guidelines and structure;

 review
 and approve on an annual basis the corporate goals and objectives with respect to compensation
 for the Chief Executive Officer;

 review
 and approve on an annual basis the evaluation process and compensation structure for our
 other officers, including base compensation, bonus, incentive and equity compensation; and

 periodically
 review and make recommendations to the board of directors regarding the compensation of non-management
 directors.

 The
Compensation Committee is responsible for developing the executive compensation philosophy and reviewing and recommending to the board
of directors for approval all compensation policies and compensation programs for the executive team.

Elements

 The
compensation program is designed to reward each executive based on individual, business and corporate performance and is also designed
to incentivize such executives to drive the annual and long-term business goals of the organization to enhance our sustainable growth
in a manner which is fair and reasonable to our stockholders.

 The
following key principles guide our overall compensation philosophy:

 compensation
 is designed to align executives to the critical business issues facing us;

 compensation
 is fair and reasonable to our stockholders and is set with reference to the local market;

 the
 compensation design supports and rewards executives for entrepreneurial and innovative efforts
 and results;

 an
 appropriate portion of total compensation is equity-based, aligning the interests of executives
 with our stockholders; and

 compensation
 is transparent to the board of directors, executives and our stockholders.

 As
we recently completed our IPO, we do not currently assess our compensation through benchmarks or peer groups.

 When
reviewing the compensation of executive officers, our Compensation Committee considers the following objectives:

 to
 engage individuals critical to our growth and success;

 to
 reward performance of individuals by recognizing their contributions to our growth and achievements;
 and

 to
 compensate individuals based on performance.

 Our
executive compensation program consists of Salaries; Bonuses; and Long-Term Equity Incentives.

 Salaries:
For executive officers who are offered compensation, the base salary is the foundation of such compensation and is intended to compensate
competitively. The desire is for base salary to be high enough to secure talented, qualified and effective personnel which, when coupled
with performance-based compensation, provides for a direct correlation between individual accomplishment and our success as a whole.
Salaries are fixed and therefore not subject to uncertainty and are used as the base to determine other elements of compensation.

 Bonuses:
Annual bonuses are a variable component of total cash compensation, designed to reward executives for individual achievements, maximizing
annual operating performance, including in relation to our acquisition and growth initiatives. Annual bonuses (if any) are discretionary
and are to incentivize management during the year to take actions and make decisions within their control, and, as a result, the performance
criteria do not include matters outside of the control of management, most notably commodity pricing.

 Long-term
Equity Incentives: Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive
officers, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture
and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants with a time-based
vesting feature promote executive retention because this feature incentivizes our executive officers to remain in our employment during
the vesting period.

 2023
Incentive Plan

 The
2023 Incentive Plan was approved by our board of directors and adopted by us on February 6, 2023 (such date of effectiveness, the " Effective
Date "). Unless sooner terminated by our board of directors, the 2023 Incentive Plan will terminate and expire on the tenth
anniversary of the Effective Date. No award may be made under the 2023 Incentive Plan after its expiration date, but awards made prior
thereto may extend beyond that date.

 The
purpose of the 2023 Incentive Plan is to provide an incentive for our employees, directors and certain consultants and advisors to remain
in our service, to extend to them the opportunity to acquire an equity interest in us so that they will apply their best efforts for
our benefit, and to aid us in attracting able persons to provide services to us. The 2023 Incentive Plan provides for the grant of non-qualified
stock options, incentive stock options, stock appreciation rights, restricted stock units, performance awards, restricted stock awards
and other cash and equity-based awards.

 Share
Authorization. The aggregate number of shares of Common Stock issuable under the 2023 Incentive Plan in respect of awards is equal
to 10% of the aggregate number of shares issued and outstanding determined as of the Effective Date, of which 100% of the available shares
may be delivered pursuant to incentive stock options (the " ISO Limit "). Notwithstanding the foregoing, on the first
trading date immediately following the issuance of any shares by the us to any person (the " Adjustment Date "), the
number of shares of Common Stock available under the 2023 Incentive Plan shall be increased so that the total number of shares issuable
under the 2023 Incentive Plan shall be equal to 10% of the total number of shares issued and outstanding, as determined as of the Adjustment
Date, provided that no such adjustment shall have any effect on the ISO Limit, except for any adjustments summarized below.

 Shares
to be issued may be made available from authorized but unissued Common Stock, Common Stock held by us in our treasury, or Common Stock
purchased by us on the open market or otherwise. During the term of the 2023 Incentive Plan, we will at all times reserve and keep enough
Common Stock available to satisfy the requirements of the 2023 Incentive Plan. If an award under the 2023 Incentive Plan is cancelled,
forfeited or expires, in whole or in part, the shares subject to such forfeited, expired or cancelled award may again be awarded under
the 2023 Incentive Plan.

 Awards
that may be satisfied either by the issuance of Common Stock or by cash or other consideration shall be counted against the maximum
number of shares of Common Stock that may be issued under the 2023 Incentive Plan only during the period that the award is
outstanding or to the extent the award is ultimately satisfied by the issuance of shares of Common Stock. Shares of Common Stock
otherwise deliverable pursuant to an award that are withheld upon exercise or vesting of an award for purposes of paying the
exercise price or tax withholdings shall be treated as delivered to the participant and shall be counted against the maximum number
of available shares. Awards will not reduce the number of shares of Common Stock that may be issued, however, if the settlement of
the award will not require the issuance of shares of Common Stock. Only shares forfeited back to us, shares cancelled on account of
termination, or expiration or lapse of an award, shall again be available for grant of incentive stock options under the 2023
Incentive Plan, but shall not increase the maximum number of shares described above as the maximum number of shares of Common Stock
that may be delivered pursuant to incentive stock options.

 Administration.
 The 2023 Incentive Plan is administered by the Compensation Committee or such other committee of the board of directors as is designated
by the board of directors. Membership on the Compensation Committee shall include at least two independent directors who are "non-employee
directors" in accordance with Rule 16b-3 under the Exchange Act. The Compensation Committee may delegate certain duties to one
or more officers as provided in the 2023 Incentive Plan. The Compensation Committee will determine the persons to whom awards are to
be made, determine the type, size and terms of awards, interpret the 2023 Incentive Plan, establish and revise rules and regulations
relating to the 2023 Incentive Plan and make any other determinations that it believes necessary for the administration of the 2023 Incentive
Plan.

 Eligibility.
 Employees (including any employee who is also a director or an officer), contractors, and non-employee directors whose judgment,
initiative and efforts contributed to or may be expected to contribute to our successful performance are eligible to participate in the
2023 Incentive Plan.

Effect of Awards. We will receive no monetary consideration for the granting of awards under the 2023 Incentive Plan, unless otherwise
provided when granting restricted stock or restricted stock units. We will receive no monetary consideration other than the option price
for Common Stock issued to participants upon the exercise of their stock options and we will receive no monetary consideration upon the
exercise of stock appreciation rights.

 Stock
Options. The Compensation Committee is authorized to grant either incentive stock options qualifying under Section 422 of the Code
or non-qualified stock options, provided that only our employees are eligible to receive incentive stock options. Stock options may not
be granted with an option price less than 100% of the fair market value of a share of Common Stock on the date the stock option is granted.
If an incentive stock option is granted to an employee who owns or is deemed to own more than 10% of the combined voting power of all
classes of our stock, the option price shall be at least 110% of the fair market value of a share of Common Stock on the date of grant.
The Compensation Committee will determine the terms of each stock option at the time of grant, including without limitation, the methods
by or forms in which shares will be delivered to participants. The maximum term of each option, the times at which each option will be
exercisable, and provisions requiring forfeiture of unexercised options at or following termination of employment or service generally
are fixed by the Compensation Committee, except that the Compensation Committee may not grant stock options with a term exceeding 10
years.

 Recipients
of stock options may pay the option exercise price (i) in cash, check, bank draft or money order payable to us, (ii) by delivering to
us Common Stock already owned by the participant having a fair market value equal to the aggregate option exercise price, (iii) by delivering
to us or its designated agent an executed irrevocable option exercise form together with irrevocable instructions from the participant
to a broker or dealer, reasonably acceptable to us, to sell certain of the Common Stock purchased upon the exercise of the option or
to pledge such shares to the broker as collateral for a loan from the broker and to deliver to us the amount of sale or loan proceeds
necessary to pay the purchase price, and (iv) by any other form of valid consideration that is acceptable to the Compensation Committee
in its sole discretion.

 Stock
Appreciation Rights. The Compensation Committee is authorized to grant stock appreciation rights (" SARs ") as a
stand-alone award (or freestanding SARs), or in conjunction with stock options granted under the 2023 Incentive Plan (or tandem SARs).
A SAR is the right to receive an amount equal to the excess of the fair market value of a share of Common Stock on the date of exercise
over the exercise price. The exercise price may be equal to or greater than the fair market value of share of Common Stock on the date
of grant. The Compensation Committee, in its sole discretion, will be permitted to place a ceiling on the amount payable on the exercise
of a SAR, but any such limitation shall be specified at the time the SAR is granted. A SAR granted in tandem with a stock option will
require the holder, upon exercise, to surrender the related stock option with respect to the number of shares as to which the SAR is
exercised. The Compensation Committee will determine the terms of each SAR at the time of the grant, including without limitation, the
methods by or forms in which the value will be delivered to participants (whether made in Common Stock, in cash or in a combination of
both). The maximum term of each SAR, the times at which each SAR will be exercisable, and provisions requiring forfeiture of unexercised
SARs at or following termination of employment or service generally are fixed by the Compensation Committee, except that no freestanding
SAR may have a term exceeding 10 years and no tandem SAR may have a term exceeding the term of the option granted in conjunction with
the tandem SAR.

 Restricted
Stock and Restricted Stock Units. The Compensation Committee is authorized to grant restricted stock and restricted stock units.
Restricted stock consists of shares that are transferred or sold by us to a participant, but are subject to substantial risk of forfeiture
and to restrictions on their sale or other transfer by the participant. Restricted stock units are the right to receive Common Stock
at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the Compensation Committee,
which include substantial risk of forfeiture and restrictions on their sale or other transfer by the participant. The Compensation Committee
will determine the eligible participants to whom, and the time or times at which, grants of restricted stock or restricted stock units
will be made, the number of shares or units to be granted, the price to be paid, if any, the time or times within which the shares covered
by such grants will be subject to forfeiture, the time or times at which the restrictions will terminate, and all other terms and conditions
of the grants. Restrictions or conditions could include, but are not limited to, the attainment of performance goals (as described below),
continuous service with us, the passage of time or other restrictions or conditions. The value of the restricted stock units may be paid
in Common Stock, cash, or a combination of both, as determined by the Compensation Committee.

 Performance
Awards. The Compensation Committee is permitted to grant performance awards payable in cash, Common Stock, or a combination thereof
at the end of a specified performance period. Payment will be contingent upon achieving pre-established performance goals (as discussed
below) by the end of the performance period. The Compensation Committee will determine the length of the performance period, the maximum
payment value of an award, and the minimum performance goals required before payment will be made, so long as such provisions are not
inconsistent with the terms of the 2023 Incentive Plan, and to the extent an award is subject to Section 409A of the Code, are in compliance
with the applicable requirements of Section 409A of the Code and any applicable regulations or guidance. With respect to a performance
award, if the Compensation Committee determines in its sole discretion that the established performance measures or objectives are no
longer suitable because of a change in our business, operations, corporate structure, or for other reasons that the Compensation Committee
deems satisfactory, the Compensation Committee may modify the performance measures or objectives and/or the performance period.

 Other
Awards. The Compensation Committee is permitted to grant other forms of awards payable in cash or Common Stock if the Compensation
Committee determines that such other form of award is consistent with the purpose and restrictions of the 2023 Incentive Plan. The terms
and conditions of such other form of award shall be specified by the grant. Such other awards may be granted for no cash consideration,
for such minimum consideration as may be required by applicable law, or for such other consideration as may be specified by the grant.

 Dividend
Equivalent Rights. The Compensation Committee is permitted to grant a dividend equivalent right either as a component of another
award or as a separate award. The terms and conditions of the dividend equivalent right shall be specified by the grant. Dividend equivalents
credited to the holder of a dividend equivalent right shall be paid only as the applicable Award vests or may be deemed to be reinvested
in additional Common Stock. Any such reinvestment shall be at the fair market value at the time thereof. Dividend equivalent rights may
be settled in cash or Common Stock. No dividends or dividend equivalent rights may be granted with respect to stock options or SAR.

 Performance
Goals. Awards of restricted stock, restricted stock units, performance awards and other awards (whether relating to cash or
Common Stock) under the 2023 Incentive Plan may be made subject to the attainment of performance goals relating to one or more
business criteria, and may consist of one or more or any combination of the following criteria: cash flow; cost; revenues; sales;
ratio of debt to debt plus equity; net borrowing, credit quality or debt ratings; profit before tax; economic profit; earnings
before interest and taxes; earnings before interest, taxes, depreciation and amortization; gross margin; earnings per share (whether
on a pre-tax, after-tax, operational or other basis); operating earnings; capital expenditures; expenses or expense levels; economic
value added; ratio of operating earnings to capital spending or any other operating ratios; free cash flow; net profit; net sales;
net asset value per share; the accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary
business transactions; sales growth; price of our shares of Common Stock; return on assets, equity or stockholders' equity;
market share; inventory levels, inventory turn or shrinkage; or total return to stockholders (" Performance
Criteria "). Any Performance Criteria may be used to measure our performance as a whole or any of our business units and
may be measured relative to a peer group or index. Any Performance Criteria may include or exclude (i) events that are of an unusual
nature or indicate infrequency of occurrence, (iii) changes in tax or accounting regulations or laws, (iv) the effect of a merger or
acquisition, as identified in our quarterly and annual earnings releases, or (v) other similar occurrences. In all other respects,
Performance Criteria shall be calculated in accordance with our financial statements, under generally accepted accounting
principles, or under a methodology established by the Compensation Committee prior to the issuance of an award which is consistently
applied and identified in the audited financial statements, including footnotes, or the Compensation Discussion and Analysis section
of our annual report.

 Vesting
of Awards; Forfeiture; Assignment. The Compensation Committee, in its sole discretion, will be permitted to establish the vesting
terms applicable to an award, subject in any case to the terms of the 2023 Incentive Plan. The Compensation Committee will be permitted
to impose on any award, at the time of grant or thereafter, such additional terms and conditions as the Compensation Committee determines,
including terms requiring forfeiture of awards in the event of a participant's termination of service. The Compensation Committee
will specify the circumstances under which performance awards may be forfeited in the event of a termination of service by a participant
prior to the end of a performance period or settlement of awards. Except as otherwise determined by the Compensation Committee, restricted
stock will be forfeited upon a participant's termination of service during the applicable restriction period.

 Awards
granted under the 2023 Incentive Plan generally will not be assignable or transferable except by will or by the laws of descent and distribution,
except that the Compensation Committee may, in its discretion and pursuant to the terms of an award agreement, permit certain transfers
of nonqualified stock options or SARs to: (i) the spouse (or former spouse), children or grandchildren of the participant (" Immediate
Family Members "); (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members; (iii) a partnership in
which the only partners are (1) such Immediate Family Members and/or (2) entities which are controlled by the participant and/or Immediate
Family Members; (iv) an entity exempt from federal income tax pursuant to Section 501(c)(3) of the Code or any successor provision; or
(v) a split interest trust or pooled income fund described in Section 2522(c)(2) of the Code or any successor provision, provided that
(x) there shall be no consideration for any such transfer, (y) the applicable award agreement pursuant to which such award is granted
must be approved by the Compensation Committee and must expressly provide for such transferability and (z) subsequent transfers of transferred
awards shall be prohibited except those by will or the laws of descent and distribution.

 Adjustments
Upon Changes in Capitalization. In the event that any dividend or other distribution, recapitalization, stock split, reverse stock
split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or
exchange of the Common Stock or our other securities, issuance of warrants or other rights to purchase Common Stock or our other securities,
or other similar corporate transaction or event affects the fair value of an award, then the Compensation Committee shall adjust any
or all of the following so that the fair value of the award immediately after the transaction or event is equal to the fair value of
the award immediately prior to the transaction or event (i) the number of shares and type of common stock (or the securities or property)
which thereafter may be made the subject of awards, (ii) the number of shares and type of Common Stock (or other securities or property)
subject to outstanding awards, (iii) the option price of each outstanding award, (iv) the amount, if any, we pay for forfeited Common
Stock in accordance with the terms of the 2023 Incentive Plan, and (vi) the number of or exercise price of Common Stock then subject
to outstanding SARs previously granted and unexercised under the 2023 Incentive Plan to the end that the same proportion of our issued
and outstanding Common Stock in each instance shall remain subject to exercise at the same aggregate exercise price; provided however,
that the number of shares of Common Stock (or other securities or property) subject to any award shall always be a whole number. Notwithstanding
the foregoing, no such adjustment shall be made or authorized to the extent that such adjustment would cause the 2023 Incentive Plan
or any stock option to violate Section 422 of the Code or Section 409A of the Code. All such adjustments must be made in accordance with
the rules of any securities exchange, stock market, or stock quotation system to which we are subject.

 Amendment
or Discontinuance of the 2023 Incentive Plan. The board of directors will be permitted to, at any time and from time to time, without
the consent of the participants, alter, amend, revise, suspend or discontinue the 2023 Incentive Plan in whole or in part; provided,
however, that (i) no amendment that requires stockholder approval in order for the 2023 Incentive Plan and any awards under the 2023
Incentive Plan to continue to comply with Sections 421 and 422 of the Code (including any successors to such Sections, or other applicable
law) or any applicable requirements of any securities exchange or inter-dealer quotation system on which our stock is listed or traded,
shall be effective unless such amendment is approved by the requisite vote of our stockholders entitled to vote on the amendment; and
(ii) unless required by law, no action by the board of directors regarding amendment or discontinuance of the 2023 Incentive Plan may
adversely affect any rights of any participants or our obligations to any participants with respect to any outstanding award under the
2023 Incentive Plan without the consent of the affected participant.

 No
Repricing of Stock Options or SARs. The Compensation Committee will not be permitted to, without the approval of our stockholders,
"reprice" any stock option or SAR. For purposes of the 2023 Incentive Plan, " reprice " means any of the
following or any other action that has the same effect: (i) amending a stock option or SAR to reduce its exercise price or base price,
(ii) canceling a stock option or SAR at a time when its exercise price or base price exceeds the fair market value of a share of Common
Stock in exchange for cash or a stock option, SAR, award of restricted stock or other equity award with an exercise price or base price
less than the exercise price or base price of the original stock option or SAR, or (iii) taking any other action that is treated as a
repricing under generally accepted accounting principles, provided that nothing shall prevent the Compensation Committee from (x) making
adjustments to awards upon changes in capitalization, (y) exchanging or cancelling awards upon a merger, consolidation, or recapitalization,
or (z) substituting awards for awards granted by other entities, to the extent permitted by the 2023 Incentive Plan.

 Recoupment
for Restatements. The Compensation Committee is permitted to recoup all or any portion of any shares or cash paid to a participant
in connection with an award, in the event of a restatement of our financial statements as set forth in our clawback policy as may be
amended by the board of directors from time to time.

 Legacy
Incentive Plan

 On
September 23, 2022, we adopted the Legacy Incentive Plan. On September 23, 2022, we granted awards of an aggregate of 635,000 Performance-Based
Restricted Shares under the Legacy Incentive Plan to certain of our and GoldMining's executive officers and directors. These awards
are subject to performance based restrictions, whereby the restrictions will be cancelled if certain performance conditions are met in
specified periods. As of the date hereof, 349,250 of the 635,000 Performance-Based Restricted Shares remain unvested, with the balance
having become vested and no longer subject to restrictions.

 The Performance-Based Restricted Shares were subject to restrictions
that, among other things, prohibit the transfer thereof until certain performance conditions were met. In addition, if such conditions
are not met within applicable periods, the Performance-Based Restricted Shares will be deemed forfeited and surrendered by the holder
thereof to us without the requirement of any further consideration. These conditions are:

 (a) with respect to 15% of the Performance-Based Restricted Shares,
if we did not complete equity financings in an aggregate amount of at least $15,000,000 prior to or concurrently with the earlier of:
(i) the date that is two years after the grant date; and (ii) the occurrence of a liquidation event, as such term is defined in the Legacy
Incentive Plan, or any merger with or sale of our outstanding shares or all or substantially all of our assets to a third-party, referred
to as an "Exit Transaction", provided that, for greater certainty, the following shall not be considered an Exit Transaction:
(A) any amalgamation, merger or consolidation of our business with or into a related entity; (B) a transaction undertaken solely for the
purpose of changing our place of domicile or jurisdiction of incorporation; (C) an equity financing; and (D) completion of an initial
public offering, spin-off from GoldMining or other going public transaction, referred to as an "IPO Event";

 (b) with respect to 15% of the Performance-Based Restricted Shares,
an IPO Event did not occur that valued our business at a minimum of $100,000,000 prior to the date that is two years after the grant date;

 (c) with respect to 15% of the Performance-Based Restricted Shares,
if the recipient of such award ceases to be our or our affiliates' director, officer, employee or consultant, as applicable, at
any time during the period from the date of grant of such award until the date that is two years after grant date;

 (d) with respect to 15% of the Performance-Based Restricted Shares,
if we have not re-established the Whistler Project camp and performed of a minimum of 10,000 meters of drilling prior to the date that
is three years after the grant date;

 (e) with respect to 15% of the Performance-Based Restricted Shares,
if we have not achieved a share price of $15.00 prior to the date that is four years after the grant date;

 (f) with respect to 15% of the Performance-Based Restricted Shares,
if we have not achieved a $250,000,000 market capitalization (as determined pursuant to the Legacy Incentive Plan) prior to the date that
is five years after the grant date; or

 (g) with respect to 10% of the Performance-Based Restricted Shares,
if we have not achieved a share price of $25.00 prior to the date that is six years after the grant date.

 In the fiscal year ended November 30, 2023, the conditions in (a),
(b) and (e) above were met. Accordingly, 45% of the originally granted Performance-Based Restricted Shares were released and no longer
subject to restrictions.

 Additionally, in the year ended November 30, 2023, our board of directors
approved a modification to the above conditions under the Performance-Based Restricted Shares such that: (i) if both conditions in (f)
and (g) above are met, then all other remaining unsatisfied conditions under the Performance-Based Restricted Shares will be deemed satisfied
and the remaining Performance-Based Restricted Shares will be fully vested; and (ii) in the event that the Company files disclosure under
S-K 1300 or NI 43-101 that includes an aggregate estimate of Mineral Resources for the Whistler Project or any other project of the Company
in excess of 3,000,000 gold or gold equivalent ounces, then 30% of the initial number of Performance-Based Restricted Shares would no
longer be subject to conditions and any remaining conditions will be reduced on a proportional basis.

 Unless
sooner terminated by our board of directors, the Legacy Incentive Plan will terminate and expire on the tenth anniversary of the date
our board of directors adopted the Legacy Incentive Plan. No award may be made under the Legacy Incentive Plan after its expiration date,
but awards made prior thereto may extend beyond that date.

 The
purpose of the Legacy Incentive Plan is to provide an incentive for our employees, directors and certain consultants and advisors to
remain in our service, to extend to them the opportunity to acquire a proprietary interest in us so that they will apply their best efforts
for our benefit, and to aid us in attracting able persons to enter our service. The Legacy Incentive Plan only provides for the grant
of restricted stock awards.

 No
further awards will be made under Legacy Incentive Plan.

 Share
Authorization. Subject to certain adjustments, we had reserved an aggregate of 1,000,000 shares of Common Stock for the issuance
of awards under the Legacy Incentive Plan. As of the date hereof, 349,250 Performance-Based Restricted Shares, that are subject to cancellation
if certain performance conditions are not met, are still outstanding under the Legacy Incentive Plan.

 Shares
to be issued may be made available from authorized but unissued Common Stock, Common Stock held by us in our treasury, or Common Stock
purchased by us on the open market or otherwise. During the term of the Legacy Incentive Plan, we will at all times reserve and keep
enough Common Stock available to satisfy the requirements of the Legacy Incentive Plan. If an award under the Legacy Incentive Plan is
cancelled, forfeited or expires, in whole or in part, the shares subject to such forfeited, expired or cancelled award may again be awarded
under the Legacy Incentive Plan.

 Administration.
 The Legacy Incentive Plan was administered by our board of directors. Our board will determine the persons to whom awards are to
be made, determine the type, size and terms of awards, interpret the Legacy Incentive Plan, establish and revise rules and regulations
relating to the Legacy Incentive Plan and make any other determinations that it believes necessary for the administration of the Legacy
Incentive Plan.

 Eligibility.
 Employees (including any employee who is also a director or an officer), contractors, and our non-employee directors whose judgment,
initiative and efforts contributed to or may be expected to contribute to our successful performance are eligible to participate in the
Legacy Incentive Plan.

 Other
Non-Cash Compensation

 We
provide standard health benefits to its executive officers, including medical, dental and disability insurance.

 Our
other non-cash compensation is intended to provide a similar level of benefits as those provided by comparable companies within our industry.

 Executive

 The
following is a discussion of the material components of the executive compensation arrangements of our named executive officers, comprised
of (i) our principal executive officer, (ii) the two most highly compensated executive officers other than the principal executive officer
who were serving as executive officers at the end of the 2023 fiscal year and whose salary, as determined by Regulation S-K, Item 402,
exceeded $100,000 and (iii) up to two most highly compensated former executive officers who were no longer serving as an executive officer
at the end of the 2023 fiscal year (the individuals falling within categories (i), (ii) and (iii) are collectively referred to as the
"Named Executive Officers").

 Tim
Smith, Chief Executive Officer and President

 Mr.
Smith was appointed as our Chief Executive Officer and President on September 12, 2022. In September 2022, Mr. Smith received 50,000
Performance-Based Restricted Shares under the Legacy Incentive Plan. As of the date hereof, 45% of these Performance-Based Restricted
Shares (22,500 Performance-Based Restricted Shares) had vested, per the terms of the Performance-Based Restricted Shares, and no longer
subject to such restrictions as a result of the satisfaction of a condition resulting from completion of the IPO. The remainder of such Performance-Based Restricted Shares are subject to
surrender and cancelation if certain performance conditions are not met. In connections with the receipt of the 50,000 Performance-Based
Restricted Shares, on September 23, 2022, Mr. Smith waived his entitlement to an option to purchase up to 10,000 shares of Common Stock
included in his employment agreement. Mr. Smith's compensation for serving as an executive officer is disclosed below in the "Summary
Compensation Table".

 Tyler
Wong, Interim Chief Financial Officer, Secretary and Treasurer

 Mr.
Wong was appointed as our Interim Chief Financial Officer, Secretary and Treasurer on April 11, 2023. Mr. Wong is retained according
to an employment arrangement with us, and his compensation for serving as an executive officer of the Company is disclosed below in the
"Summary Compensation Table". Our compensation policy for Mr. Wong is based on comparisons of other companies' remunerations
made to their Chief Financial Officers and the value of Mr. Wong's expertise to the Company.

 Pat
Obara, Former Secretary, Treasurer and Chief Financial Officer

 We
appointed Pat Obara as our Secretary, Treasurer and Chief Financial Officer on October 29, 2015, effective as of the same date. Mr. Obara
served as our Chief Financial Officer from August 2006 to January 2011 and as our Vice President Administration from January 2011 to
October 2015. Mr. Obara resigned as Secretary, Treasurer and Chief Financial Officer on April 11, 2023, and his compensation for serving
as a former executive officer of the Company is disclosed below in the "Summary Compensation Table".

 Retirement,
Resignation or Termination Plans

 Executive
officers with contracts for services have notice requirements which permit pay in lieu of notice.

 Each
of our executive services arrangements contemplates the case of termination due to various provisions whereby the named executive
officers will receive termination payments, as described below under the heading "Executive Services Agreements".

and Risk

 We
do not believe that our compensation policies and practices are reasonably likely to have a material adverse effect on us. We have taken
steps to ensure that our executive compensation program does not incentivize risk outside the Company's risk appetite. Some of
the key ways that we currently manage compensation risk are as follows:

 appointed
 a Compensation Committee which is composed of a majority of independent directors to oversee the executive compensation program;

 the
 use of performance based long-term incentive compensation to encourage a focus on long-term
 corporate performance;

 disclosure
 of executive compensation to stakeholders; and

 established
 a clawback policy applicable to all cash and equity incentive compensation.

 We
adopted a Clawback Policy, effective November 16, 2023, as an additional safeguard to mitigate compensation risks (the " Clawback Policy "). The
Clawback Policy requires that any incentive compensation (including both cash and equity compensation) paid to any current or former
"executive officer" during the three years preceding a financial year restatement is subject to recoupment if: the
incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance
with financial reporting requirements, without regard to any fault or misconduct; and that noncompliance resulted in overpayment of
the incentive compensation within the three fiscal years preceding the date the restatement was required.

 The brief overview above is qualified in its entirety
by reference to the full text of our Clawback Policy, which is attached as Exhibit 97.1 to this Annual Report.

 Summary
Compensation Table

 The
following table sets forth all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by
the Company to our Named Executive Officers for the fiscal year ended November 30, 2023.

 Name
 and Principal Position

 Year

 Salary
 (1) ($)

 Bonus
 ($)

 Stock-based
 Awards (2) ($)

 Option
 Awards (3) ($)

 Non-Equity
 Incentive Plan Compensation($)

 Non-Qualified
 Deferred Compensation Earnings($)

 All
 Other Compensation
 ($)

 Total($)

 Tim
 Smith (4)
 President
 and Chief Executive Officer

 2023

 92,531

 —

 —

 —

 —

 —

 —

 92,531

 2022

 20,113

 —

 6,900
 (5)

 —

 —

 —

 —

 27,013

 Tyler
 Wong (6)
 Secretary,
 Treasurer and Interim Chief Financial Officer

 2023

 25,909

 —

 33,443

 —

 —

 40,713

 (9)

 100,065

 2022

 —

 —

 —

 —

 —

 —

 —

 —

 Patrick
 Obara (7)
 Former
 Chief Financial Officer

 2023

 —

 —

 —

 —

 —

 —

 —

 —

 2022

 —

 —

 5,520

 (8)

 —

 —

 —

 —

 5,520

 (1)
 Salary
paid to Mr. Smith, and Mr. Wong are in Canadian dollars. For the purposes hereof, such amounts have been converted from U.S. dollars
to Canadian dollars based upon an exchange rate of C$1.3509 per U.S. dollar, being the weighted average exchange rate for the period
from December 1, 2022, to November 30, 2023. Mr. Smith's base salary is C$125,000 per annum and Mr. Wong's base salary is
C$60,000 per annum.

 (2)
 These
 amounts represent the aggregate grant date fair value of Performance-Based Restricted Shares.
 The grant date fair value is calculated based on our net assets at the time of the grant,
 the proportion of Performance-Based Restricted Shares in total shares and expected possibility
 that vesting conditions will be met, adjusted for minority shareholder discount and liquidity
 discount.

 (3)
 These
 amounts represent the aggregate grant date fair value of options, which was estimated using
 the Black-Scholes option pricing model. The following assumptions were used to value the
 options granted on May 4, 2023: exercise price: $10.00; expected risk free interest rate:
 3.47%; expected annual volatility: 64.34%; expected life in years: 3.0; expected annual dividend
 yield: 0%; and Black-Scholes value: $4.1803.

 (4)
 Mr.
 Smith was appointed as President and Chief Executive Officer on September 12, 2022, effective
 as of the same date.

 (5)
 In
 September 2022, we issued 50,000 Performance-Based Restricted Shares to Mr. Smith. The grant
 date fair market value for each Performance-Based Restricted Share is $0.1380 per share.
 The fair value is calculated based on our net assets at the time of the grant on September
 23, 2022. 22,500 of these Performance-Based Restricted Shares have vested and are no longer
 subject to such restrictions as a result of the satisfaction of a condition. 27,500 Performance-Based
 Restricted Shares remain unvested and subject to certain conditions. See " - Legacy
 Incentive Plan " for more information.

 (6)
 Mr.
 Wong was appointed as Interim Chief Financial Officer, Secretary and Treasurer on April 11,
 2023, effective as of the same date.

 (7)
 Mr.
 Obara resigned as Chief Financial Officer, Secretary and Treasurer on April 11, 2023, effective
 as of the same date.

 (8)
 In
 September 2022, we issued 40,000 Performance-Based Restricted Shares to Mr. Obara. The grant
 date fair market value for each Performance-Based Restricted Share is $0.1380 per share.
 The fair value is calculated based on our net assets at the time of the grant on September
 23, 2022. 18,000 of these Performance-Based Restricted Shares have vested and are no longer
 subject to such restrictions as a result of the satisfaction of a condition. 22,000 Performance-Based
 Restricted Shares remain unvested and subject to certain conditions. See " - Legacy
 Incentive Plan " for more information.

 (9)
 These
 amounts represent the aggregate amount paid to Mr. Wong for (i) his services to the Company
 for the period from December 1, 2022, to April 1, 2023, and (ii) one
 time signing bonus in connection with his appointment as Interim Chief Financial Officer,
 Secretary and Treasurer.

 Outstanding
Share-based Awards and Option-based Awards

 The
following table states the name of each Named Executive Officers and option-based and share-based awards outstanding as of the financial
year ended November 30, 2023.

 Option-based Awards (1)

 Share-based Awards (2)

 Name and Principal Position

 Number of Securities Underlying Unexercised Options Exercisable (#) (3)

 Option Exercise Price ($)

 Option Expiration Date

 Value of Unexercised in-the-money Options ($)

 Number of Shares or Units of Shares That Have Not Vested (#)

 Market or Payout Value of Share-based Awards That Have Not Vested ($) (4)

 Market or Payout Value of Vested Share-based Awards Not Paid Out or Distributed ($)

 Tim Smith
President and Chief Executive Officer

 27,500

 (5)

 210,375

 Tyler Wong
Secretary, Treasurer and Interim Chief Financial Officer

 4,000

 10.00

 May 4, 2028

 Patrick Obara
Former Chief Financial Officer

 22,000
 (6)

 168,300

 (1)
 Options
 expiring on May 4, 2028, were granted on May 4, 2023, and vest as to 25% immediately and on
 each day that is the 6, 12 and 18 month anniversary of the date of grant. As of November
 30, 2023, options to purchase up to an aggregate of 4,000 shares of Common Stock held by
 Mr. Wong have vested.

 (2)
 The
 share-based awards consist of Performance-Based Restricted Shares. Each Performance-Based
 Restricted Share entitles the holder to receive one share of Common Stock upon certain conditions
 being met. Please see "- Legacy Incentive Plan " for more information.

 (3)
 Each
 option entitles the holder to one share of Common Stock upon exercise.

 (4)
 The
 value shown is based on the closing price of $7.65 per share of our Common Stock on November
 30, 2023, as reported on the Nasdaq Capital Market.

 (5)
 In
 September 2022, we issued 50,000 Performance-Based Restricted Shares to Mr. Smith. 22,500
 of these Performance-Based Restricted Shares have vested and are no longer subject to such
 restrictions as a result of the satisfaction of a condition. 27,500 Performance-Based Restricted
 Shares are subject to certain conditions. See " - Legacy Incentive Plan "
 for more information.

 (6)
 In
 September 2022, we issued 40,000 Performance-Based Restricted Shares to Mr. Obara. 18,000
 of these Performance-Based Restricted Shares have vested and are no longer subject to such
 restrictions as a result of the satisfaction of a condition. 22,000 Performance-Based Restricted
 Shares are subject to certain conditions. See " - Legacy Incentive Plan "
 for more information.

 Incentive
Plan Awards - Value Vested or Earned During the Year

 The
table below discloses the aggregate dollar value that would have been realized by a named executive officer if Options under Option-based
awards had been exercised on the vesting date, as well as the aggregate dollar value realized upon vesting of Share-based awards by a
named executive officer.

 Option Awards

 Share-based Awards

 Name

 Number of Shares Acquired on Exercise (#)

 Value Realized on Exercise ($)

 Number of Shares or units of Shares That Have Vested (#) (1)

 Value Realized on Vesting ($) (1)

 Tim Smith
 President and Chief Executive Officer

 22,500 (2)

 249,150 (2)

 Tyler Wong
Secretary, Treasurer and Interim Chief Financial Officer

 -

 -

 Patrick Obara
Former Chief Financial Officer

 18,000 (3)

 199,320 (3)

 (1)
 Consists
 of Performance-Based Restricted Shares, where the underlying conditions were satisfied in
 the year ended November 30, 2023. See "- Legacy Incentive Plan " for more
 information.

 (2)
 Consists
 of 15,000 Performance-Based Restricted Shares which vested on April 24, 2023, at a market price of $9.15 based on the closing price
 of our shares of Common Stock on the Nasdaq Capital Market on such date and 7,500 Restricted Shares which vested on May 15, 2023, at a market price of
 $14.92 based on the closing price of our shares of Common Stock on the Nasdaq Capital Market on such date.

 (3)
 Consists
 of 12,000 Performance-Based Restricted Shares which vested on April 24, 2023, at a market price of $9.15 based on the closing price
 of our shares of Common Stock on the Nasdaq Capital Market on such date and 6,000 Performance-Based Restricted Shares which vested on May 15, 2023, at a
 market price of $14.92 based on the closing price of our shares of Common Stock on the Nasdaq Capital Market on such date.

 No
Pension Benefits

 We
do not maintain any plan that provides for payments or other benefits to its executive officers at, following or in connection with their
retirement and including, without limitation, any tax-qualified defined benefit plans or supplemental executive retirement plans.

 No
Nonqualified Deferred Compensation

 We
do not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

 The
annual cash component of the board compensation package was set at $10,000 per annum. The directors' fees have been paid quarterly
at the end of each financial quarter, effective as of April 24, 2023. Other than directors' fees, no committee fees have been provided
to the committee members.

 The
following table sets forth information relating to compensation paid to the directors during the fiscal year ended November 30, 2023.

 Name

 Fees Earned
 Or Paid In
 Cash ($)

 Share-Based
 Awards ($)

 Option Awards ($) (1)

 Non-Equity Incentive Plan
 Compensation ($)

 Non-Qualified Deferred
 Compensation Earnings ($)

 All Other Compensation ($)

 Total($)

 Alastair Still (2)

 —

 —

 —

 —

 —

 —

 —

 Garnet Dawson

 6,033

 —

 —

 —

 —

 —

 6,033

 Ross Sherlock

 6,033

 —

 41,803

 —

 —

 —

 47,836

 Lisa Wade

 6,033

 —

 41,803

 —

 —

 —

 47,836

 Laura Schmidt

 6,033

 —

 41,803

 —

 —

 —

 47,836

 Aleksandra Bukacheva

 6,033

 —

 41,803

 —

 —

 —

 47,836

 (1)
 For
 the year ended November 30, 2023, these amounts represent the aggregate grant date fair value
 of options, which was estimated using the Black-Scholes option pricing model. The following
 assumptions were used to value the options granted on May 4, 2023: exercise price: $10.00;
 expected risk free interest rate: 3.47%; expected annual volatility: 61.34%; expected life
 in years: 3.0; expected annual dividend yield: 0%; and Black-Scholes value: $4.1803. The
 options vest as to 25% immediately and on each day which is 6, 12 and 18 months from the
 date of grant. On May 4, 2023, options to purchase up to 10,000 shares of Common Stock were
 granted to Mr. Sherlock, options to purchase up to 10,000 shares of Common Stock to Ms. Wade,
 options to purchase up to 10,000 shares of Common Stock were granted to Ms. Schmidt and options
 to purchase up to 10,000 shares of Common Stock were granted to Ms. Bukacheva.

 (2)
 For
 the year ended November 30, 2023, Mr. Still did not receive compensation from us for his services
 as a director.

 Executive
Services Agreements

 Smith
Employment Arrangement

 On
August 4, 2022, GoldMining entered into an amended and restated employment agreement with Mr. Smith, effective April 7, 2022, regarding
his employment with GoldMining as Vice President, Exploration, and his appointment as our Chief Executive Officer. Pursuant to arrangements
between us and GoldMining, we pay Mr. Smith C$125,000 per annum, being one half of his base salary under his employment agreement. The agreement had an initial term of twelve months and will continue
and remain in effect until terminated pursuant to the provisions therein. The agreement
may be terminated by Mr. Smith on at least 60 days' prior written notice to GoldMining during the first twelve months of the term.
Following the first twelve months of the term, the agreement may be terminated by Mr. Smith, as noted, or by GoldMining on at least 30
days' prior written notice to Mr. Smith. If terminated by GoldMining, such termination is subject to applicable notice periods
under the laws of the Province of British Columbia, Canada, including the common law applicable therein. The agreement may be terminated
by GoldMining for cause, as such term is interpreted at common law, at any time, without notice or payment in lieu thereof.

 The
agreement provides that Mr. Smith will be eligible to participate, from time to time, in long-term compensation and incentive plans
and other benefit plans, as may be adopted and implemented from time to time on a basis commensurate with his position and responsibilities.

 In
September 2022, Mr. Smith received 50,000 Performance-Based Restricted Shares under the Legacy Incentive Plan. As of the date hereof,
45% of these Performance-Based Restricted Shares, or 22,500 shares, have vested per the terms of the Performance-Based Restricted Shares
and no longer subject to such restrictions as a result of the satisfaction of a condition resulting from completion of the IPO. The remainder of such Performance-Based Restricted Shares
are subject to surrender and cancelation if certain performance conditions are not met. In connections with the receipt of the 50,000
Performance-Based Restricted Shares on September 23, 2022, Mr. Smith waived his entitlement to an option to purchase up to 10,000 shares
of Common Stock included in his employment agreement.

 Wong
Employment Arrangement

 On
July 25, 2023, our subsidiary, US GoldMining Canada Inc., entered into an employment agreement with Mr. Wong, effective May 1, 2023,
regarding his appointment as our Interim Chief Financial Officer. Pursuant to such agreement, we pay Mr. Wong a base salary of
C$60,000 per annum. Additionally, pursuant to his employment agreement, we paid Mr. Wong C$40,000 for his services for the period
from December 1, 2022, to April 1, 2023, and a one-time signing bonus of C$15,000 in connection with his appointment as Interim
Chief Financial Officer, Secretary and Treasurer on April 11, 2023. The
agreement will continue and remain in effect until terminated pursuant to the provisions therein. The agreement may be
terminated by Mr. Wong with at least 30 days' prior written notice to the Company, or by US GoldMining Canada Inc with at
least 60 days' prior written notice to Mr. Wong. If terminated by US GoldMining Canada Inc., such termination is subject to
applicable notice periods under the laws of the Province of British Columbia, Canada, including the common law applicable therein.
The agreement may be terminated by US GoldMining Canada Inc. for cause, as such term is interpreted at common law, at any time,
without notice or payment in lieu thereof.

 The
agreement provides that Mr. Wong will be eligible to participate, from time to time, in short-term incentive compensation programs and
other benefit plans, as may be adopted and implemented from time to time on a basis commensurate with his position and responsibilities.

Committee Report

 The
Compensation Committee has reviewed and discussed the foregoing compensation discussion and analysis contained under
" Compensation Discussion and Analysis " herein with our management. Based on that review and those discussions,
the Compensation Committee recommended to the board of directors that the compensation discussion and analysis be included in this
Annual Report. This report is provided by Garnet Dawson, Ross Sherlock and Aleksandra (Sasha) Bukacheva, who comprise our
Compensation Committee.

Committee Interlocks and Insider Participation

 No
person who served as a member of our Compensation Committee during the year ended November 30, 2023, was a current or former officer
or employee or engaged in certain transactions with us required to be disclosed by regulations of the SEC. Additionally, during the year
ended November 30, 2023, there were no Compensation Committee "interlocks", which generally means that none of our executive
officers served: (i) as a member of the Compensation Committee (or other board committee performing equivalent functions or, in the absence
of any such committee, the entire board of directors) of another entity which had an executive officer serving as a member of our Company's
Compensation Committee; (ii) as a director of another entity which had an executive officer serving as a member of our Company's
Compensation Committee; or (iii) as a member of the Compensation Committee (or other board committee performing equivalent functions
or, in the absence of any such committee, the entire board of directors) of another entity which had an executive officer serving as
a director.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table sets forth information regarding the beneficial ownership of our Common Stock as of [February 21], 2024, by:

 each
 person who is known by us to beneficially own more than 5% of our Common Stock;

 each
 of our named executive officers and directors; and

 all of our directors and executive officers as a group.

 The
number of shares beneficially owned and the related percentages are based on 12,398,709 Common Stock outstanding as of February 21,
2024.

 For
the purposes of the information provided below, shares that may be issued upon the exercise or conversion of stock options, warrants
and other rights to acquire shares of Common Stock that are exercisable or convertible within 60 days following February 21, 2024,
are deemed to be outstanding and beneficially owned by the holder for the purpose of computing the number of shares and percentage
ownership of that holder, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other
person.

 Name
 and Address of Beneficial Owner (1)

 Amount
 and Nature of

 Beneficial Ownership (1)

 Percentage
 of

 Beneficial Ownership

 Directors
 and Named Executive Officers:

 Alastair
 Still

 115,200
 (2)

 *

 Garnet
 Dawson

 20,000
 (3)

 *

 Ross
 Sherlock

 5,000
 (4)

 *

 Lisa
 Wade

 5,000
 (4)

 *

 Laura
 Schmidt

 5,000
 (4)

 *

 Aleksandra
 Bukacheva

 7,000
 (5)

 *

 Tim
 Smith

 1188
 West Georgia Street, Suite 1830

 57,000
 (6)

 *

 Tyler
 Wong

 4,000
 (7)

 *

 Pat
 Obara

 1188
West Georgia Street, Suite 1830

 Vancouver BC, Canada, V6E 4A2

 40,000 (8)

 *

 All
 directors and executive officers as a group

 (8 persons)

 218,200
 (9)

 1.76%

 Major
 Stockholders:

 1188
 West Georgia Street, Suite 1830

 10,000,751 (10)

 80.7 %

 Notes:

 *
 Less
 than one percent.

 (1)
 Under
 Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who,
 directly or indirectly, through any contract, arrangement, understanding, relationship or
 otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct
 the voting of such security; and (ii) investment power, which includes the power to dispose
 or direct the disposition of the security. Certain shares of Common Stock may be deemed to
 be beneficially owned by more than one person (if, for example, persons share the power to
 vote or the power to dispose of the shares). In addition, Common Stock are deemed to be beneficially
 owned by a person if the person has the right to acquire the shares (for example, upon exercise
 of an option) within 60 days of the date as of which the information is provided. In computing
 the percentage ownership of any person, the number of shares of Common Stock outstanding
 is deemed to include the number of shares beneficially owned by such person (and only such
 person) by reason of these acquisition rights. As a result, the percentage of outstanding
 Common Stock of any person as shown in this table does not necessarily reflect the person's
 actual ownership or voting power with respect to the number of shares of Common Stock actually
 outstanding as of the date hereof. As of February 21, 2024, there were 12,398,709
 shares of Common Stock issued and outstanding.

 (2)
 This
 figure represents 52,600 shares of Common Stock, Warrants to purchase 7,600 shares of Common Stock and 55,000 Performance-Based Restricted Shares
 that are subject to cancellation if certain performance conditions are not met.

 (3)
 This figure represents 9,000 shares of Common Stock and
 11,000 Performance-Based Restricted Shares that are subject to cancellation if certain performance conditions are not met.

 (4)
 This
figure represents stock options to purchase up to an aggregate of 5,000 shares of Common Stock, which have vested or will vest within
60 days of the date hereof.

 (5)
 This
 figure represents 1,000 shares of Common Stock, Warrants to purchase 1,000 shares of Common Stock and stock options to purchase up to
 an a ggregate of
 5,000 shares of Common Stock, which have vested or will vest within 60 days of the date hereof.

 (6)
 This figure represents 26,000 shares of Common Stock, Warrants to purchase 3,500
 shares of Common Stock and 27,500 Performance-Based Restricted Shares that are subject to cancellation if certain performance conditions are not
 met.

 (7)
 This
 figure represents stock options to purchase up to an aggregate of 4,000 shares of Common
 Stock, which have vested or will vest within 60 days of the date hereof.

 (8)

 This figure represents 18,000 shares of Common Stock and 22,000 Performance-Based Restricted Shares that are subject
to cancellation if certain performance conditions are not met.

 (9)
 This
 figure represents (i) 88,600 shares of Common Stock; (ii) Warrants to purchase 12,100 shares of Common Stock (iii) 93,500 Performance-Based
 Restricted Shares that are subject to cancellation if certain performance conditions are
 not met, (iv) stock options to purchase up to an aggregate of 24,000 shares of Common Stock,
 which have vested or will vest within 60 days of the date hereof.

 (10)
 This information is based on Form 4s filed with the SEC on April 21, 2023,
and May 23, 2023, as amended on February 20, 2024.

 Changes
in Control

 We
have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may, at a subsequent
date, result in a change in our control.

 Compliance
with Section 16(a) of the Exchange Act

 Section
16(a) of the Exchange Act requires our directors and officers, and persons who own more than ten percent of our shares of Common
Stock, to file with the SEC initial reports of ownership and reports of changes in ownership of our shares of Common
Stock.

 Based
solely upon a review of copies of Section 16(a) reports and representations received by us from reporting persons, and without
conducting any independent investigation of our own, in fiscal year ended November 30, 2023, all Forms 3, 4 and 5 were timely filed
with the SEC by such reporting persons, except with respect to GoldMining Inc. in connection with 29,709 shares of Common Stock acquired by it on April
22, 2023, where a corresponding Form 4 was not filed until after the expiry of the prescribed period for such filing due to a clerical
error.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 Transactions
with Related Persons

 Except
as described in this Annual Report, in each of the fiscal years ended November 30, 2023, and 2022, we were not involved in any transactions,
and are not involved in any currently proposed transaction, in which we are or will be a participant and the amount involved exceeds
the lesser of $120,000 or 1% of the average of our total assets as of the end of our last fiscal year.

 In
addition to the compensation arrangements discussed under "Item 11. Executive Compensation" the following is a description
of the material terms of: (i) those transactions within the last two fiscal years to which we are party and in which any of our directors,
executive officers or stockholders that beneficially own or control (directly or indirectly) more than 10% of any class of series of
our outstanding voting securities, or any associate or affiliate of the forgoing persons, has, had or will have a direct or indirect
material interest; and (ii) any other material contracts, other than contracts entered into in the ordinary course of business, to which
we were a party within the last two fiscal years.

 Initially
GoldMining planned to utilize U.S. Goldmining Inc. or "US Gold Canada", a company organized under the federal laws of
Canada, as the entity to pursue a going public transaction to separate the Whistler Project. However, after reviewing its corporate
structure, a determination was made to pursue an initial public offering directly through the Company. In September 2022, in recognition of past service and to
incentivize the execution of our business plan, our growth and the completion of the IPO, US Gold Canada awarded Performance-Based
Restricted Share awards consisting of 585,000 Performance-Based Restricted Shares to certain of our and GoldMining's executive
officers and directors. As a result of our pursuit of an initial public offering, in September 2022, we agreed to issue an equal
number of shares of our performance based Common Stock and issued a further 50,000 Performance-Based Restricted Shares to a member
of our management. The restrictions and performance-based conditions were substantially the same as those governing the
Performance-Based Restricted Shares previously awarded by US Gold Canada. In connection therewith, in September 2022, we issued
635,000 Performance-Based Restricted Shares to certain of our and GoldMining's executive officers and directors and consultant
under the Legacy Incentive Plan.

 In
January 2021, we issued a 1.0% NSR royalty to Gold Royalty Corp. pursuant to an agreement entered into with GoldMining. In consideration
for our agreement to issue such royalty, GoldMining agreed to, among other things, fund certain qualifying exploration expenditures in
an amount of up to $2,570,700, subject to the terms and conditions therein. Such commitment was later assigned and assumed by US Gold
Canada and BRI Holdings, two of our parent companies at the time prior to their dissolution into GoldMining. In September 2022, GoldMining
and we agreed to fully settle the funding commitment against certain amounts previously advanced by it to us and in satisfaction of a
return of capital declared by us. In September 2022, we and GoldMining agreed to fully settle the outstanding funding commitment of $2,254,486
against certain amounts previously advanced by GoldMining to us in the amount of $1,158,143 and in satisfaction of a $1,096,343 return
of capital of $1,096,343 declared by us.

 In
the fiscal years ended November 30, 2023 and 2022, we shared personnel, including key management personnel, office space, equipment,
and various administrative services with other companies, including GoldMining which owns approximately 79.7% of our outstanding shares
and shares certain common directors and officers. Costs incurred by GoldMining were allocated between its related subsidiaries based
on an estimate of time incurred and use of services and are charged at cost. During the years ended November 30, 2023 and 2022, the allocated
costs from GoldMining to us were $100,807 and $147,349, respectively. Out of the allocated costs, $54,348 and $60,065 for the years ended
November 30, 2023 and 2022, respectively, were noncash share-based compensation costs. The allocated costs from GoldMining were treated
as a capital contribution, as there is no obligation or intent regarding the repayment of such amounts by us.

 For
the fiscal year ended November 30, 2023, the amounts advanced to us and paid on our behalf by GoldMining totaled $1,003,142. In May 2023,
we repaid GoldMining $1,680,925, for amounts previously advanced to the Company. The amount paid represented the full amount of the outstanding
loan from GoldMining at the time. For the year ended November 30, 2022, repayable amounts advanced to us and paid on our behalf by GoldMining
totaled $1,341,445, of which $1,158,143 was settled against the funding commitment. As of November 30, 2023, the loan payable to GoldMining
Inc. was $0 ($677,783 as of November 30, 2022).

 For
the year ended November 30, 2022, the Company declared a return of capital to GoldMining of $1,096,343, which resulted in federal withholding
taxes payable of $173,889, of which $57,702 was paid during the year ended November 30, 2022. Pursuant to the return of capital, a note
payable was issued to GoldMining in the amount of $1,096,343, which was subsequently retired as a part of the settlement of the remaining
funding commitment to the Company in the amount of $2,254,486, which included the settlement of amounts previously advanced by GoldMining
to us in the amount of $1,158,143.

the year ended November 30, 2023, our board of directors approved a service agreement with Blender Media Inc. (" Blender "),
a company controlled by a direct family member of the co-chairman and a director of GoldMining. During the years ended November 30, 2023
and 2022, we incurred $233,978 and $16,957, respectively, in general and administrative costs, paid to Blender for services related to
information technology, corporate branding, advertising, media, website design, maintenance and hosting, provided by Blender to the Company,
which are within industry standards. As of November 30, 2023, prepaid expenses and deferred costs included service fees prepaid to Blender
in the amount of $169,899 ($0 as of November 30, 2022).

the years ended November 30, 2023, and 2022, share-based compensation costs included $31,127 and $3,516, respectively, in amounts incurred
for the co-chairman and a director of GoldMining for performance based Restricted Shares granted in September 2022.

acquired 122,490 Units in the IPO at a price of $10 per Unit for a total gross consideration of $1,224,900, before deducting commissions
and estimated offering expenses.

 Related
party transactions are based on the amounts agreed to by the parties. During the years ended November 30, 2023, and 2022, we did not
enter into any contracts or undertake any commitment or obligation with any related parties other than as described herein.

 Our
Audit Committee is charged with reviewing and approving all related party transactions and reviewing and making recommendations to the
board of directors, or approving any contracts or other transactions with any of our current or former executive officers. The Charter
of the Audit Committee sets forth our written policy for the review of related party transactions.

Independence

 Under
the rules of the Nasdaq Capital Market, independent directors must comprise a majority of a listed company's board of directors.
In addition, rules require that, subject to specified exceptions, each member of a listed company's audit, compensation, and nominating
and corporate governance committees be independent. Under Canadian National Instrument 58-101 – Disclosure of Corporate Governance
Practice, (" NI 58-101 ").

 Our
board of directors has determined that Ross Sherlock, Lisa Wade, Aleksandra Bukacheva and Laurie J. Schmidt are "independent directors"
as defined under the applicable rules and regulations of the SEC, the listing requirements and rules of the Nasdaq Capital Market and
applicable Canadian requirements, representing four of our six directors. Under the applicable rules of the Nasdaq Capital Market and
NI 58-101, Alastair Still and Garnet Dawson are not considered independent by virtue of their prior executive positions with or current
executive positions with the Company or GoldMining.

 Item
14. Principal Accountant Fees and Services

 Deloitte
LLP has served as our independent registered public accountants since January 26, 2023 and audited the Company's financial statements
for the fiscal year ended November 30, 2023 and 2022.

 Aggregate
fees for professional services rendered to us by our auditors for our last two years are set forth below:

 Year Ended
 30, 2023

(In CAD)

 Year
 Ended
 30, 2022

 (In CAD)

 Audit Fees

 $
 172,000

 $
 100,000

 Audit Related Fees

 80,000

 50,000

 Tax Fees

 -

 -

 Total

 $
 252,000

 $
 150,000

 Audit
Fees. Audit fees consist of aggregate fees for professional services in connection with the audit of our annual financial statements
and quarterly reviews of our interim financial statements included in our quarterly reports on Form 10-Q.

 Audit-Related
Fees. Audit-related fees consist of services in connection with the Company's initial public offering. Audit-Related fees
incurred for services rendered by Deloitte LLP for the fiscal years ended November 30, 2023 and 2022 were C$80,000 and C$50,000, respectively.

 Tax
Fees. Tax fees consist of aggregate fees for professional services for tax compliance, tax advice and tax planning, primarily,
fees related to tax preparation services.

 Pre-Approval
of Services by the Independent Auditor

 The
Audit Committee is responsible for the pre-approval of audit and permitted non-audit services to be performed by our independent auditor.
The Audit Committee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by
our independent auditor. Thereafter, the Audit Committee will, as necessary, consider and, if appropriate, approve the provision of additional
audit and non-audit services by our independent auditor which are not encompassed by the Audit Committee's annual pre-approval
and are not prohibited by law. The Audit Committee has delegated to the Chairperson of the Audit Committee the authority to pre-approve,
on a case-by-case basis, non-audit services to be performed by our independent auditor. The Audit Committee has approved all audit and
permitted non-audit services performed by its independent auditor, Deloitte LLP, for the fiscal year ended November 30, 2023.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

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

 (1)
 Statements

 Report
of Independent Registered Public Accounting Firm (PCAOB ID No. 1208)

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Cash Flows

 Consolidated Statements of Stockholders' Equity (Deficit)

 Notes to the Consolidated Financial Statements

 (2)
 Statement Schedules.

 [None]

 (3)
 Exhibits:

 Exhibit

 Description
 of Exhibit

 3.1

 Articles of Incorporation. Filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1, as amended (File No. 333-269693), originally filed with the SEC on February 10, 2023, and incorporated by reference herein.

 3.2

 Amendment No. 1 to Articles of Incorporation. Filed as Exhibit 3.2 to the Company's Registration Statement on Form S-1, as amended (File No. 333-269693), originally filed with the SEC on February 10, 2023, and incorporated by reference herein.

 3.3

 Bylaws. Filed as Exhibit 3.3 to the Company's Registration Statement on Form S-1, as amended (File No. 333-269693), originally filed with the SEC on February 10, 2023, and incorporated by reference herein.

 4.1

 Specimen common stock certificate. Filed as Exhibit 4.1 to the Company's Registration Statement on Form S-1, as amended (File No. 333-269693), originally filed with the SEC on February 10, 2023, and incorporated by reference herein.

 4.2

 Form of Warrant. Filed as Exhibit 4.2 to the Company's Registration Statement on Form S-1, as amended (File No. 333-269693), originally filed with the SEC on February 10, 2023, and incorporated by reference herein.

 4.3*

 Warrant Agency Agreement between the Company and Continental Stock Transfer & Trust Company dated March 9, 2023.

 10.1 #

 Amended and Restated Employment Agreement of Tim Smith dated August 4, 2022, by and between GoldMining Inc. and Tim Smith. Filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1, as amended (File No. 333-269693), originally filed with the SEC on February 10, 2023, and incorporated by reference herein.

 10.2 #

 Legacy Incentive Plan. Filed as Exhibit 10.4 to the Company's Registration Statement on Form S-1, as amended (File No. 333-269693), originally filed with the SEC on February 10, 2023, and incorporated by reference herein.

 10.3 #

 2023 Incentive Plan. Filed as Exhibit 10.3 to the Company's Registration Statement on Form S-1, as amended (File No. 333-269693), originally filed with the SEC on February 10, 2023, and incorporated by reference herein.

 10.4 #

 Form of Indemnification Agreement for Directors and Officers. Filed as Exhibit 10.5 to the Company's Registration Statement on Form S-1, as amended (File No. 333-269693), originally filed with the SEC on February 10, 2023, and incorporated by reference herein.

 10.5 #

 Form of Legacy Incentive Plan Restricted Stock Award Agreement. Filed as Exhibit 10.7 to the Company's Registration Statement on Form S-1, as amended (File No. 333-269693), originally filed with the SEC on February 10, 2023, and incorporated by reference herein.

 10.6

 Underwriting Agreement by and among the Company, H.C. Wainwright & Co. LLC, BMO Capital Markets Corp., Laurentian Bank Securities Inc. and Sprott Capital Partners LP dated April 19, 2023. Filed as Exhibit 1.1 to the Company's Current Report on Form 8-K filed on April 21, 2023 (File No. 001-41690) and incorporated by reference herein.

 10.7 #*

 Employment Agreement dated July 25, 2023, by and between the US GoldMining Canada Inc. and Tyler Wong.

 10.8 #*

 Form of 2023 Incentive Plan Incentive Stock Option Award Agreement.

 10.9# *

 Form of Amendment to Restricted Stock Award Agreement pursuant to the Legacy Incentive Plan.

 14.1*

 Code of Business Conduct and Ethics.

 14.2*

 Insider Trading Policy.

 21.1*

 List of Significant Subsidiaries.

 23.1*

 Consent of Tim Smith.

 23.2*

 Consent of Sue Bird.

 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.

 32.1**

 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.

 32.2**

 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer.

 95*

 Mine Safety Disclosure.

 96.1

 S-K 1300 Technical Report Summary, Initial Assessment for the Whistler Project. Filed as Exhibit 96.1 to the Company's Registration Statement on Form S-1, as amended (File No. 333-269693), originally filed with the SEC on February 10, 2023, and incorporated by reference herein.

 97.1*

 Clawback Policy

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover

 *
Filed herewith

 **
Furnished herewith

 #
Management contract or compensatory plan or arrangement

 Item
16. Form 10-K Summary

 None.

 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.

 Date:

 By:

 /s/
 Tim Smith

 Name:

 Tim
 Smith

 Title:

 Chief
 Executive Officer and President

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Tim Smith

 Chief
 Executive Officer and President

 February
 21, 2024

 Tim
 Smith

 (Principal
 Executive Officer)

 /s/
 Tyler Wong

 Interim
 Chief Financial Officer, Secretary and Treasurer

 February
 21, 2024

 Tyler
 Wong

 (Principal
 Financial Officer and Principal Accounting Officer)

 /s/
 Alastair Still

 Chairman
 of the Board

 February
 21, 2024

 Alastair Still

 /s/
 Garnet Dawson

 Garnet
 Dawson

 /s/
 Ross Sherlock

 Ross
 Sherlock

 /s/
 Lisa Wade

 Lisa
 Wade

 /s/
 Laurie J. Schmidt

 Laurie
 J. Schmidt

 /s/
 Aleksandra Bukacheva

 Aleksandra
 Bukacheva

 U.S.
GoldMining Inc.

FINANCIAL STATEMENTS

 As
of and for the years ended November 30, 2023 and 2022

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1208)

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Cash Flows

 Consolidated Statements of Stockholders' Equity (Deficit)

 Notes to the Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the stockholders and the Board of Directors of U.S. Goldmining Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of U.S. Goldmining Inc. (formerly, BRI Alaska Corp.) and subsidiaries (the
"Company") as of November 30, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders'
equity (deficit) and cash flows, for each of the two years in the period ended November 30, 2023, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of November 30, 2023 and 2022, and the results of its operations and its cash flows for each
of the two years in the period ended November 30, 2023, in conformity with accounting principles generally accepted in the United States
of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 /s/ Deloitte LLP

 Chartered
Professional Accountants

 Vancouver,
Canada

 We
have served as the Company's auditors since 2023.

 F- 2

 U.S.

BALANCE SHEETS

 Notes

 Current assets

 Cash and cash equivalents

 $
 11,401,338

 $

 Restricted cash

 86,870

 -

 Other receivables

 115,113

 68,000

 Inventories

 27,249

 -

 Prepaid expenses and deferred costs

 375,933

 107,111

 Total current assets

 12,006,503

 229,619

 Exploration and evaluation assets

 31,392

 -

 Operating lease right-of-use assets, net

 135,728

 -

 Property and equipment, net

 850,130

 -

 Total assets

 $
 13,023,753

 $
 229,619

 Current liabilities

 Accounts payable

 $
 197,978

 $
 466,127

 Accrued liabilities

 112,048

 26,922

 Current portion of lease liabilities

 17,268

 -

 Withholdings taxes payable

 180,863

 116,187

 Income tax payable

 4,918

 -

 Due to GoldMining

 -

 677,783

 Total current liabilities

 513,075

 1,287,019

 Lease liabilities

 118,087

 -

 Asset retirement obligations

 179,880

 Total liabilities

 811,042

 1,512,890

 Stockholders' equity

 Capital stock

 Common stock $ 0.001 par value: 300,000,000 shares authorized as at November 30, 2023 and November 30, 2022; 12,398,709 and 10,135,001 shares issued and outstanding as at November 30, 2023 and November 30, 2022

 12,399

 10,135

 Additional paid-in capital

 26,678,252

 3,827,957

 Accumulated deficit

 ( 14,477,940
)

 ( 5,121,363
)

 Total stockholders' equity (deficit)

 12,212,711

 ( 1,283,271
)

 Total liabilities and stockholders' equity (deficit)

 $
 13,023,753

 $
 229,619

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 U.S.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 Year Ended November 30

 Notes

 2023

 2022

 Operating expenses

 Exploration expenses

 $
 5,054,500

 $
 543,322

 General and administrative expenses

 4,670,248

 1,172,810

 Accretion

 21,051

 19,255

 Depreciation

 30,959

 -

 Total operating expenses

 9,776,758

 1,735,387

 Loss from operations

 ( 9,776,758
)

 ( 1,735,387
)

 Other income (expenses)

 Interest income

 426,919

 -

 Foreign exchange loss

 ( 1,801
)

 ( 3,270
)

 Net loss for the year before tax

 $
 ( 9,351,640
)

 $
)

 Current income tax expense

 ( 4,937
)

 -

 $
)

 $
)

 Loss per share

 Basic and diluted

 $
 ( 0.82
)

 $
 ( 0.17
)

 Weighted average shares outstanding 1

 Basic and diluted

 11,480,346

 9,937,248

 The
accompanying notes are an integral part of these consolidated financial statements.

 The
shares and associated amounts have been retrospectively restated to reflect a 2.714286-for-1 stock split of each issued and outstanding
share of Common Stock, an increase in its authorized shares of Common Stock from 10,000,000 to 300,000,000, as well as the increase in
par value to $ 0.001, which occurred in September 2022 (see Note 11).

 F- 4

 U.S.

STATEMENTS OF CASH FLOWS

 2023

 2022

 Year Ended November 30

 2023

 2022

 Net cash provided by (used in):

 Operating activities

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Accretion

 21,051

 19,255

 Depreciation

 30,959

 -

 Share-based compensation

 423,831

 65,303

 Non-cash lease expenses

 10,735

 -

 Foreign exchange translation gain

 1,616

 -

 Changes in operating assets and liabilities

 Inventories

 ( 27,249
)

 -

 Prepaid expenses and deferred costs

 ( 307,963
)

 ( 90,074
)

 Other receivables

 ( 47,113
)

 ( 68,000
)

 Accounts payable

 ( 268,149
)

 466,102

 Accrued liabilities

 85,126

 23,922

 Income tax payable

 4,918

 -

 Net cash used in operating activities

 ( 9,428,815
)

 ( 1,322,149
)

 Investing activities

 Construction of camp structures

 ( 866,140
)

 -

 Purchase of equipment

 ( 113,383
)

 -

 Net cash used in investing activities

 ( 979,523
)

 -

 Financing activities

 Proceeds from initial public offering, net of underwriters' fees and issuance costs

 19,056,223

 -

 Proceeds from common shares issued for warrant exercise

 3,363,204

 -

 Capital contributions from GoldMining

 46,459

 87,284

 Withholding taxes on return of capital

 53,935

 ( 57,702
)

 Proceeds from settlement of funding commitment

 -

 1,158,143

 Advance from GoldMining

 1,003,142

 183,302

 Repayment of advance from GoldMining

 ( 1,680,925
)

 -

 Net cash provided by financing activities

 21,842,038

 1,371,027

 Net change in cash, cash equivalents and restricted cash

 11,433,700

 48,878

 Cash, cash equivalents and restricted cash, beginning of year

 5,630

 Cash, cash equivalents and restricted cash, end of year

 $
 11,488,208

 $

 Supplemental disclosure of non-cash investing and financing activities:

 Common share issuance costs included in prepaid expenses and deferred costs

 $
 26,416

 $
 -

 Allocation of share-based compensation expenses from GoldMining

 $
 54,348

 $
 60,065

 ARO change in estimates included in camp structures

 $
 ( 98,434
)

 $
 -

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 5

 U.S.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 Note

 Shares 1

 Amount 1

 Capital

 Deficit

 Equity (Deficit)

 Common Stock

 Additional

 Paid-In

 Accumulated

 Total

Stockholders' Equity

 Note

 Shares 1

 Amount 1

 Capital

 Deficit

 (Deficit)

 Balance at November 30, 2021

 9,500,001

 $
 9,500

 $
 3,108,874

 $
 ( 3,382,706
)

 $
 ( 264,332
)

 Performance based restricted shares issued

 635,000

 ( 635
)

 -

 -

 Return of capital

 8,16

 -

 -

 ( 1,096,343
)

 -

 ( 1,096,343
)

 Withholding taxes on return of capital

 -

 -

 ( 173,889
)

 -

 ( 173,889
)

 Settlement of funding agreement

 8,16

 -

 -

 1,837,363

 -

 1,837,363

 Capital contributions from GoldMining

 -

 -

 87,284

 -

 87,284

 Share-based compensation - performance based restricted shares

 -

 -

 5,238

 -

 5,238

 Share-based compensation - allocated from GoldMining

 -

 -

 60,065

 -

 60,065

 -

 -

 -

)

)

 Balance, at November 30, 2022

 10,135,001

 $
 10,135

 $
 3,827,957

 $
 ( 5,121,363
)

 $
 ( 1,283,271
)

 Balance

 10,135,001

 $
 10,135

 $
 3,827,957

 $
 ( 5,121,363
)

 $
 ( 1,283,271
)

 Common stock

 Issued under initial public offering

 11.1

 2,000,000

 2,000

 18,206,955

 -

 18,208,955

 Underwriter fees and issuance costs

 11.1

 -

 -

 ( 883,311
)

 -

 ( 883,311
)

 Issued upon exercise of warrants

 11.4

 258,708

 3,362,945

 -

 3,363,204

 Warrants

 Issued in connnection with initial public offering

 11.1

 -

 -

 1,791,045

 -

 1,791,045

 Underwriter fees and issuance costs

 11.1

 -

 -

 ( 86,883
)

 -

 ( 86,883
)

 Withholding taxes on return of capital

 -

 -

 ( 10,741
)

 -

 ( 10,741
)

 Capital contributions from GoldMining

 -

 -

 46,459

 -

 46,459

 Share-based compensation

 Common stock issued for consulting services

 11.2

 5,000

 65,695

 -

 65,700

 Allocated from GoldMining

 -

 -

 54,348

 -

 54,348

 Amortization of share-based compensation

 11.3,11.5

 -

 -

 303,783

 -

 303,783

 -

 -

 -

)

)

 Balance at November 30, 2023

 12,398,709

 $
 12,399

 $
 26,678,252

 $
 ( 14,477,940
)

 $
 12,212,711

 Balance

 12,398,709

 $
 12,399

 $
 26,678,252

 $
 ( 14,477,940
)

 $
 12,212,711

 The
accompanying notes are an integral part of these consolidated financial statements.

 The
shares and associated amounts have been retrospectively restated to reflect a 2.714286-for-1 stock split of each issued and outstanding
share of Common Stock, an increase in its authorized shares of Common Stock from 10,000,000 to 300,000,000, as well as the increase in
par value to $ 0.001, which occurred in September 2022 (see Note 11).

 F- 6

 U.S.

 NOTES

 Note
1: Business

 U.S.
GoldMining Inc. (formerly BRI Alaska Corp.) (the "Company") was incorporated under the laws of the State of Alaska as "BRI
Alaska Corp." on June 30, 2015. On September 8, 2022, the Company redomiciled from Alaska to Nevada and changed our name to "U.S.
GoldMining Inc.".

 The Company was a wholly owned subsidiary of BRI Alaska Holdings Inc.,
a company organized under the laws of British Columbia ("BRI Alaska Holdings"), until September 23, 2022, which was at such
time a wholly owned subsidiary of GoldMining Inc. ("GoldMining"), a mineral exploration and development company organized
under the laws of Canada listed on the Toronto Stock Exchange and NYSE American. On September 23, 2022, BRI Alaska Holdings was dissolved,
and the Company became a direct majority owned subsidiary of GoldMining. On April 24, 2023, the Company completed its initial public offering (the "IPO") and its common
stock and common stock purchase warrants are listed on the Nasdaq Capital Market under the symbols "USGO" and "USGOW",
respectively. After the IPO, GoldMining continued to own a controlling interest in the Company of 9,622,491 shares of common stock and common stock purchase warrants to purchase up to 122,490 shares of common stock, representing
approximately 79.3 % of the outstanding shares of the Company. As of November 30, 2023, GoldMining owned 79.7 % of the Company.

 The
Company is a mineral exploration company with a focus on the exploration and development of a project located in Alaska, USA. Our registered
office is 3773 Howard Hughes Pkwy #500s Las Vegas, NV 89169 and our principal executive office address is 1188 West Georgia Street, Suite
1830, Vancouver, British Columbia, Canada V6E 4A2 and our head operating office address is 301 Calista Court, Suite 200, Office 203,
Anchorage, Alaska, 99518.

 Our
primary asset is the 100%-owned Whistler exploration property (the "Whistler Project" or "Project") located
in Alaska, USA. Access to the Whistler Project area is by fixed wing aircraft to a gravel airstrip located adjacent to the Whistler
Project exploration camp. We have not yet determined whether the Whistler Project contains mineral reserves where extraction is both
technically feasible and commercially viable and have not determined whether the Whistler Project will be mined by open-pit or
underground methods.

 Note
2: Summary of Significant Accounting Policies

 Basis
of Presentation

 The
accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the
United States of America ("U.S. GAAP"). Our financial statements are presented in United States dollars ("$"
or "dollars") and the functional currency of the Company is the United States dollar.

 The
balance sheet as of November 30, 2022 and statements of operations, stockholder's deficit and cash flows for the year ended November
30, 2022 have been prepared on a "carve-out" basis to include allocations of certain assets, liabilities and expenses related
to services and support functions from GoldMining, which were allocated on a pro-rata basis considered by GoldMining to be a reasonable
reflection of the utilization of services provided to us for the year presented. Management believes the assumptions and allocations
underlying the comparative financial statements are reasonable and appropriate under the circumstances. Therefore, these comparative
financial statements are not necessarily indicative of the results that would be attained if we had operated as a separate legal entity
during the year presented and are not necessarily indicative of future operating results.

 F- 7

 U.S.

 NOTES

 Consolidation

 The
consolidated financial statements include the financial statements of U.S. GoldMining Inc. and US GoldMining Canada Inc., a wholly owned
subsidiary of the Company from its incorporation on October 27, 2022. Subsidiaries are consolidated from the date the Company obtains
control and continue to be consolidated until the date that control ceases. Control is achieved when the Company is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the
entity.

 All
inter-company transactions, balances, income and expenses are eliminated through the consolidation process.

 Management's
Use of Estimates

 The
preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make judgments and estimates
and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported
amounts of income and expenses during the years presented. On an ongoing basis, management evaluates its judgments and estimates in relation
to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable
under given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different
assumptions and conditions. Significant estimates made by management include, but are not limited to, asset retirement obligations, share-based
compensation, and allocation of expenses from GoldMining.

 Net
Income (Loss) Per Share

 Basic
net income (loss) per share includes no potential dilution and is computed by dividing the net income (loss) attributable to Common stockholder by the weighted average number of shares of common
stock outstanding for each year.

 The
basic and diluted net income (loss) per share are the same as the Company is in a net loss position.

 Segment
Information

 We
have determined that we operate and report in one segment, which focuses on the exploration and development of mineral properties. Our
operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker ("CODM")
who is identified as our Chief Executive Officer. The majority of our non-current assets are located in Alaska, USA and with the remaining
located in Vancouver, Canada.

 Cash
and Cash Equivalents and Restricted Cash

 Cash
and cash equivalents consist of all cash balances and highly liquid investments with a remaining maturity of three months or less when
purchased and are carried at cost. The Company's cash is held in Canada and the United States with large, reputable financial institutions
and considers risk of unexpected loss to be unlikely.

 Restricted
cash includes cash that has been pledged for credit facilities which are not available for immediate disbursement.

 F- 8

 U.S.

 NOTES

 Property
and Equipment

 Property and equipment
is stated at cost, less accumulated depreciation. Property and equipment is recorded at cost and are depreciated using the straight-line method over
the following estimated useful lives:

of Estimated Useful Lives of Equipment

 Camp Structures

 10 years

 Exploration equipment

 5 years

 Vehicles

 5 years

 Expenditures
incurred to replace a component of an item of property and equipment that is accounted for separately, including major inspection
and overhaul expenditures are capitalized if the recognition criteria are satisfied. All other repair and maintenance costs are
recognized in the statements of operations as incurred.

 Impairment
of Long-lived Assets

 The
Company's long-lived assets consist of exploration and evaluation assets and property and equipment. Management continually
evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets
may warrant revision, or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be
evaluated for possible impairment, recoverability of long-lived assets is measured by comparing the carrying amount of an asset
(asset group) to the estimated undiscounted future cash flows expected to be generated by the asset (asset group). If the carrying
amount of an asset (asset group) exceeds its estimated undiscounted future cash flows, an impairment charged is recognized by the
amount by which the carrying amount of the asset exceeds its fair value. Determination of the fair value would be based on generally
accepted valuation methodologies, as deemed appropriate. If the carrying amount is greater than the undiscounted cash flows, the
carrying amount of the asset is adjusted to the asset's fair value, and an impairment loss is recognized immediately as an
operating expense in the statement of operations. The adjusted carrying amount of the long-lived asset shall be its new cost basis.
For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that
asset. Reversal of previously recorded impairment losses are prohibited.

 Exploration
and evaluation assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount
may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and
fair value less costs to sell, the asset is written down accordingly. An impairment loss is recognized in the statement of operations.

 For
the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash flows. The
Company determined that there are not multiple independent cash flows, so the Company's assets are assessed for impairment as a
whole.

 Mineral
properties are subject to impairment tests, with one property representing an asset, or asset group. The Company currently has one mineral
property, which is associated with the Whistler Project. An impairment review is undertaken when indicators of impairment arise. The
Company considers the following to be examples of such indicators that would trigger an impairment review:

 The
 right to explore the area has expired or will expire in the near future with no expectation of renewal;

 Substantive
 expenditure on further exploration for and evaluation of mineral resources in the area is neither planned nor budgeted;

 No
 commercially viable deposits have been discovered, and the decision had been made to discontinue exploration in the area; and

 Sufficient
 work has been performed to indicate that the carrying amount of the expenditure carried as an asset will not be fully recovered.

 F- 9

 U.S.

 NOTES

the year ended November 30, 2023, the useful life of the Company's camp structures was determined to be 10
years after the renovation of existing fully depreciated camp structures and construction of additional facilities (Note 6).
Management believed that no revision to the remaining useful lives of property and equipment or impairment of our long-lived assets
was required.

 Mineral
Exploration Rights and Costs, Exploration, Evaluation and Development Expenditures

 All
direct costs related to the acquisition of exploration rights are capitalized on a property-by-property basis. There is no certainty
that costs incurred to acquire exploration rights will result in discoveries of commercial quantities of minerals.

 All
cost recoveries attributable to selling economic interests in exploration rights, such as royalties, are credited against acquisition
costs.

 All
other exploration and evaluation expenditures are charged to operations until such time as it has been determined that a property has
economically recoverable reserves, in which case subsequent exploration and evaluation costs and the costs incurred to develop a property
are capitalized into mineral properties. On the commencement of production, depletion of each mineral property will be provided on a
units-of-production basis using estimated reserves as the depletion base.

 Asset
Retirement Obligations

 At
the end of each period, asset retirement obligations ("ARO") represents the present value of estimated future costs for the
rehabilitation of our mineral properties. These estimates include assumptions as to the future activities, cost of services, timing of
the rehabilitation work to be performed, inflation rates, exchange rates and risk-adjusted discount rate. The actual cost to rehabilitate
a mineral property may vary from the estimated amounts because there are uncertainties in factors used to estimate the cost and potential
changes in regulations or laws governing the rehabilitation of a mineral property. Management periodically reviews the rehabilitation
requirements and adjusts the liability as new information becomes available and will assess the impact of new regulations and laws as
they are enacted.

 Income
Taxes

 Income
tax expense represents the sum of tax currently payable and deferred tax. Current income tax assets and liabilities are measured at
the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount
are those that are enacted at the end of each reporting period. Deferred income tax is provided using the liability method on
temporary differences, at the end of each reporting period, between the income tax bases of assets and liabilities and financial
reporting basis.

 Deferred
income tax assets are reviewed at the end of each reporting period and reduced to the extent that it is not more likely than not that
sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be realized. The valuation allowance
against deferred tax assets reassessed at the end of each reporting period and is recognized to the extent that it is more likely than
not that future taxable profit will allow the deferred tax asset to be recovered.

 Deferred
income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or
the liability is settled, based on tax rates (and tax laws) that have been enacted at the end of each reporting period. Deferred income
tax relating to items recognized directly in equity is recognized in equity and not in the statements of comprehensive loss.

 F- 10

 U.S.

 NOTES

 Deferred
income tax assets and deferred income tax liabilities are offset if, and only if, a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets
on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts
of deferred tax assets or liabilities are expected to be settled or recovered.

 Leases

 The
Company accounts for leases in accordance with ASC 842, Leases. At contract inception, the Company determines if an arrangement is
or contains a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. If a contract is determined to be or contain a lease, the lease is assessed for classification as either an operating
or finance lease at the lease commencement date, defined as the date on which the leased asset is made available for use by the
Company, based on the economic characteristics of the lease. For each lease with a term greater than twelve months, the Company
records a right-of-use asset and lease liability. A right-of-use asset represents the economic benefit conveyed to the Company by
the right to use the underlying asset over the lease term. A lease liability represents the obligation to make lease payments
arising from the lease. The Company records amortization of operating right-of-use assets and accretion of lease liabilities as a
single lease cost on a straight-line basis over the lease term. Lease liabilities are measured at the lease commencement date and
calculated as the present value of the future lease payments in the contract using the rate implicit in the contract, when
available. If an implicit rate is not readily determinable, the Company uses its incremental borrowing rate measured as the rate at
which the Company could borrow, on a fully collateralized basis, a commensurate loan in the same currency over a period consistent
with the lease term at the commencement date. Right-of-use assets are measured as the lease liability plus initial direct costs and
prepaid lease payments, less lease incentives granted by the lessor. The lease term is measured as the noncancelable period in the
contract, adjusted for any options to extend or terminate when it is reasonably certain the Company will extend the lease term via
such options based on an assessment of economic factors present as of the lease commencement date. The Company elected the practical
expedient to not recognize leases with a lease term of twelve months or less. The Company assesses its right-of-use assets for
impairment consistent with the assessment performed for long-lived assets used in operations. If an impairment is recognized on
operating lease right-of-use assets, the lease liability continues to be recognized using the same effective interest method as
before the impairment and the operating lease right-of-use asset is amortized over the remaining term of the lease on a
straight-line basis.

 The
Company's operating leases are presented in the consolidated balance sheet as right-of-use assets, classified as noncurrent assets,
and operating lease liabilities, classified as current and noncurrent liabilities based on the discounted lease payments to be made within
the proceeding twelve months. Variable costs associated with a lease, such as maintenance and utilities, are not included in the measurement
of the lease liabilities and right-of-use assets but rather are expensed when the events determining the amount of variable consideration
to be paid have occurred.

 Inventories

 Inventories
include materials and supplies, which are valued at the lower of average cost or net realizable value.

 F- 11

 U.S.

 NOTES

 Share-based

 The
Company grants stock options to certain directors, officers, employees and consultants of the Company. The Company uses the Black-Scholes
option-pricing model to determine the grant date fair value of stock options. The fair value of stock options granted to employees is
recognized as an expense over the vesting period with a corresponding increase in equity. An individual is classified as an employee
when the individual is an employee for legal or tax purposes, provides services that could be provided by a direct employee, or has authority
and responsibility for planning, directing and controlling the activities of the Company, including non-executive directors. The fair
value is measured at grant date and recognized over the period during which the options vest. Forfeitures are accounted for as they occur.

 The
fair value of the restricted shares is measured at the grant date and recognized over the period during which the restricted shares vest.
When restricted shares are conditional upon the achievement of a performance condition, the Company estimates the length of the expected
vesting period at grant date, based on the most likely outcome of the performance condition. The fair value of the restricted shares
is determined based on the fair value of the common stock on the grant date, adjusted for lack of marketability discount, minority shareholder
discount, and other applicable factors that are generally recognized by market participants.

 The
fair value of restricted shares is recognized as an expense over the vesting period based on the best available estimate of the number
of restricted shares expected to vest and will revise that estimate if subsequent information indicates that the number of restricted
shares expected to vest differs from previous estimates.

 Foreign
Currency Translation

 The
functional currency of our Company, including its subsidiary, is the United States dollar. Net gains and losses resulting from foreign
exchange translations and foreign currency exchange gains and losses on transactions occurring in a currency other than our Company's
functional currency are included in the determination of net loss in the period.

 Related
Party Transactions

 Parties
are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant
influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject
to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction
when there is a transfer of resources or obligations between related parties.

 Fair
Value of Financial Instruments

 The
Company adopted FASB ASC Topic 820, Fair Value Measurements ("ASC Topic 820"). ASC Topic 820 clarifies the definition of
fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring
fair value as follows:

Level 1 Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2 Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar
assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or
corroborated by observable market data.

Level 3 Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants
would use in pricing the asset or liability based on the best available information.

 The
carrying value of the Company's cash, cash equivalents and restricted cash, other receivables, accounts payable and
accrued liabilities approximate their fair values due to the short-term nature of these balances.

 F- 12

 U.S.

 NOTES

 Recently
Issued Accounting Pronouncements

 In
December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes" ("ASU
2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions
to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The new standard
is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15,
2022. Management has assessed and concluded there is no material impact on the Company's financial statements.

 In November 2023, the FASB issued ASU 2023-07, the amendments "improve reportable segment disclosure requirements,
primarily through enhanced disclosures about significant segment expenses". In addition, the amendments enhance interim disclosure
requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure
requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is
to enable "investors to better understand an entity's overall performance" and assess "potential future cash flows."
The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024. Management is currently evaluating the impact of this guidance on our financial
statements.

 Note
3: Cash, Cash Equivalents and Restricted Cash

 Schedule of Cash and Cash Equivalents

 Cash and cash equivalents consist of:

 Cash at bank

 $
 901,338

 $

 Term deposits

 10,500,000

 -

 Total

 $
 11,401,338

 $

 Schedule of Cash, Cash Equivalents and
Restricted Cash

 Cash and cash equivalents

 $
 11,401,338

 $

 Restricted cash

 86,870

 -

 Total cash, cash equivalents and restricted cash

 $
 11,488,208

 $

 Restricted
cash of $ 86,870 (2022: $ nil) relates to the term deposits held by the bank as security for corporate credit cards.

 Note
4: Other Receivables

 Other
receivables consist of the following:

of Other Receivables

 Federal corporate tax receivable

 $
 45,500

 $
 45,500

 State of Alaska corporate tax receivable

 -

 22,500

 Interest receivable

 67,224

 -

 Other

 2,389

 -

 Total

 $
 115,113

 $
 68,000

 F- 13

 U.S.

 NOTES

 Note
5: Prepaid Expenses and Deferred Costs

 Prepaid
expenses and deferred costs consist of the following:

of Prepaid Expenses and Deferred Costs

 Prepaid insurance

 $
 186,014

 7,000

 Prepaid corporate development expenses (1)

 172,566

 -

 Other prepaid expenses

 17,353

 5,179

 Deferred financing costs (2)

 -

 94,932

 Total

 $
 375,933

 $
 107,111

 (1)

 Prepaid corporate development costs include fees prepaid to
Blender Media Inc., a company controlled by a direct family member of the co-chairman and a director of GoldMining Inc. (Note 16).

 (2)

 The deferred financing costs relate to the incremental share
issue costs associated with the IPO, which were reallocated to share issuance costs upon completion of the IPO, and included in the additional
paid-in capital in our financial statements.

 Note
6: Property and Equipment

of Property Plant and Equipment

 Cost

 Accumulated
 Depreciation

 Net Book
 Value

 Cost

 Accumulated
 Depreciation

 Net Book
 Value

 Camp structures

 $
 767,706

 $
 ( 27,179
)

 $
 740,527

 $
 -

 $
 -

 $
 -

 Exploration equipment

 52,846

 ( 1,762
)

 51,084

 -

 -

 -

 Vehicles

 60,537

 ( 2,018
)

 58,519

 -

 -

 -

 $
 881,089

 $
 ( 30,959
)

 $
 850,130

 $
 -

 $
 -

 $
 -

the year ended November 30, 2023, the Company incurred $ 866,140 in costs related to the renovation of existing camp structures and construction
of additional facilities for the Whistler Project. In July 2023, the camp structures were available for their intended use.

 Prior
to the current year additions, the existing camp structures, exploration equipment and vehicles were at the end of their useful lives
and were fully amortized by the end of fiscal year 2020.

 Note
7: Leases

 In
May 2023, the Company entered into a sublease agreement to lease a portion of an office premises in Vancouver, British Columbia with
a term of 5.33 years. In September 2023, the headlease under which the company leased its office space was terminated by the landlord
as it pertained to its sub-lessor. As a result, the Company's sublease for the office space was terminated. In November 2023, the
Company entered into a new lease directly with the landlord with a term of 4.88 years. As at November 30, 2023, the remaining lease term
was 4.84 years and the discount rate was 11.34 %.

 F- 14

 U.S.

 NOTES

 Minimum
future lease payments under operating leases with terms longer than one year are as follows:

of Operating Lease Payments

 Fiscal 2024

 31,079

 Fiscal 2025

 37,472

 Fiscal 2026

 38,360

 Fiscal 2027

 38,360

 Fiscal 2028

 28,770

 Total lease payments

 174,041

 Less: imputed interest

 ( 38,686
)

 Present value of lease liabilities

 $
 135,355

 Current portion of lease liabilities

 $
 17,268

 Non-current portion of lease liabilities

 $
 118,087

the years ended November 30 2023 and 2022, total lease expenses include the following components:

of Total lease Payments

 2023

 2022

 2023

 2022

 Operating Leases

 $
 10,735

 $
 -

 Short-term Leases

 21,919

 -

 Total Lease Expenses

 $
 32,654

 $
 -

 Note
8: Exploration and Evaluation Assets

 Exploration
and evaluation assets for our Whistler Project consist of the following:

of Exploration and Evaluation Assets

 30, 2022

 Balance, beginning of year

 $
 -

 $
 417,123

 Settlement of Funding Commitment

 -

 ( 417,123
)

 Change in ARO estimate

 31,392

 -

 Balance, end of year

 $
 31,392

 $
 -

 On
November 27, 2020, GoldMining agreed to cause us to issue a 1.0 %
net smelter return ("NSR") royalty on our Whistler Project to Gold Royalty Corp. ("GRC"). The Company also
assigned certain buyback rights relating to an existing third party royalty on the Whistler Project such that GRC has right to
acquire a 0.75 %
NSR (including an area of interest) on the Whistler Project for $ 5,000,000
pursuant to such buyback rights.

 Due
to this transaction and our agreements with GoldMining, GoldMining received shares of GRC with a fair value of $ 2,570,700, and in turn
GoldMining agreed to provide $ 2,570,700 (the "Funding Commitment") to the Company for future qualifying expenditures under
a funding agreement in consideration for us issuing the royalty to GRC.

 On
September 26, 2022 we agreed to fully settle the outstanding Funding Commitment of $ 2,254,486 against certain amounts previously advanced
by GoldMining to us in the amount of $ 1,158,143 and a promissory note issued by us in the amount of $ 1,096,343 in connection with a return
of capital of $ 1,096,343 declared by us in September 2022 to GoldMining. As a result, the exploration and evaluation asset was reduced
to $ nil and the remaining amount of the Funding Commitment in the amount of $ 1,837,163 was recorded to additional paid-in capital.

 F- 15

 U.S.

 NOTES

the year ended November 30, 2023, exploration and evaluation assets increased $ 31,392 due to the change in ARO estimate (Note 10).

 The
following table presents costs incurred for exploration activities at the Whistler Project for the year ended November 30, 2023 and 2022:

of Exploration and Evaluation Expenses

 2023

 2022

 2023

 2022

 Drilling

 $
 1,694,952

 $
 -

 Consulting fees

 1,499,000

 256,275

 Land fee, camp maintenance expenses

 945,751

 254,910

 Transportation and travel

 547,942

 29,887

 Other exploration expenses

 366,855

 2,250

 Total

 $
 5,054,500

 $
 543,322

 Note
9: General and Administrative Expenses

 The
following table presents general and administrative expenses for the years ended November 30, 2023 and 2022:

of General And Administrative Expenses

 2023

 2022

 2023

 2022

 Office, consulting, investor relations, insurance and travel (1)

 $
 2,101,872

 $
 55,036

 Professional fees

 1,665,183

 883,664

 Share-based compensation (2)

 423,831

 65,303

 Management fees, salaries and benefits (2)

 300,767

 157,925

 Filing, listing, dues and subscriptions

 178,595

 10,882

 Total

 $
 4,670,248

 $
 1,172,810

 (1)

 Office, consulting, investor relations, insurance and travel
expenses include costs for Blender Media Inc., a company controlled by a direct family member of the co-chairman and a director of GoldMining
(Note 16).

 (2)

 During the years ended November 30, 2023 and 2022, share-based
compensation and management fees, salaries and benefits include costs allocated from GoldMining (Note 16).

 Note
10: Asset Retirement Obligations

 The
Whistler Project's exploration activities are subject to the State of Alaska's laws and regulations governing the protection
of the environment. The Whistler Project ARO is valued under the following assumptions:

of Asset Retirement Obligations Value Assumptions

 30, 2022

 Undiscounted amount of estimated cash flows

 $
 385,600

 $
 235,000

 Life expectancy (years)

 Inflation rate

 2.00
 %

 2.00
 %

 Discount rate

 9.32 %
 to 11.40
 %

 9.32
 %

 F- 16

 U.S.

 NOTES

 The
following table summarizes the movements of the Company's ARO:

of Asset Retirement Obligations

 30, 2022

 Balance, beginning of year

 $

 $
 206,616

 Balance

 $

 $
 206,616

 Accretion

 21,051

 19,255

 Change in estimate

 ( 67,042
)

 -

 Balance, end of year

 $
 179,880

 $

 Balance

 $
 179,880

 $

 During the year ended November 30, 2023, the ARO for the Whistler Project
was revised due to changes in the estimated timing of reclamation activities and updated assumptions regarding reclamation costs. The
estimated future costs for the rehabilitation activities were updated for camp structures due to additional facilities constructed during
the year and for the exploration and evaluation assets due to surface disturbance resulting from past exploration programs. The life expectancy
of the ARO was extended to 10 years. The Company recorded a change in estimate to the ARO of $ 67,042, resulting in the corresponding camp structures being decreased
by $ 98,434 (Note 6), and the exploration and evaluation assets being increased by $ 31,392 (Note 8), respectively.

 Note
11: Capital Stock

 11.1
Initial Public Offering

 On
April 19, 2023, the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC, BMO Capital Markets Corp., Laurentian
Bank Securities Inc. and Sprott Capital Partners LP (collectively, the "Underwriters") for an offering of 2,000,000 units
of the Company (the "Units") at a price of $ 10.00 per Unit. Each Unit consists of one share of common stock and one common stock purchase warrant, and each common stock purchase warrant entitles
the holder to acquire a share of common stock at a price of $ 13.00 per share until April
24, 2026. On April 24, 2023 (the "Closing Date"), the Company issued 2,000,000 Units at a price of $ 10.00 per Unit for gross
proceeds of $ 20,000,000. In connection with the IPO, the Company incurred securities issuance costs of $ 970,194, of which $ 650,000 represented
cash fees paid to the Underwriters.

acquired 122,490 Units in the IPO for total consideration of $ 1,224,900.

 The net proceeds from the issuance of the Units were allocated to the
Company's common stock and common stock purchase warrants on a relative fair value basis. Inputs used to calculate the relative
fair value of the common stock and common stock purchase warrants are based on the quoted closing prices of the Company's common
stock and common stock purchase warrants on the Nasdaq Capital Market on the Closing Date of IPO. The allocation of the fair value of
the Company's common stock and common stock purchase warrants is as follows:

of Allocation of Fair Value of Common Shares and Common Share Purchase Warrants

 ($)

 Fair value of common stock

 18,208,955

 Fair value of common stock purchase warrants

 1,791,045

 Total gross proceeds from the IPO

 20,000,000

 Gross proceeds

 20,000,000

 Common stock issuance costs

 ( 883,311
)

 Common stock purchase warrant issuance costs

 ( 86,883
)

 Net proceeds received

 19,029,806

 Fair value allocation to:

 Common stock

 17,325,644

 Common stock purchase warrants

 1,704,162

 Total Fair Value Allocated to Shares and
 Warrants

 19,029,806

 F- 17

 U.S.

 NOTES

 11.2
Common and Preferred Shares

 On
September 22, 2022, we filed a Certificate of Amendment of Articles of Incorporation (the "Certificate of Amendment") with
the Secretary of State of Nevada to effect a 2.714286-for-1 stock split of the shares of our common stock, either issued and outstanding
or held by the Company as treasury stock, effective as of such date (the "Stock Split").

 As
a result of the Stock Split, every one share of issued and outstanding common stock was automatically split into 2.714286 issued and
outstanding shares of common stock, without any change in the par value per share. No fractional shares were issued as a result of the
Stock Split. The Stock Split increased the number of shares of common stock outstanding from 3,500,000 shares to 9,500,001 shares. Additionally,
we changed: (a) the Company's common stock par value from nil to $ 0.001 and increased the authorized shares of common stock from
 10,000,000 to 300,000,000; and (b) the Company's preferred stock par value from nil to $ 0.001, and increased the authorized shares
of preferred stock from 1,000,000 to 10,000,000.

 On
September 23, 2022, BRI Alaska Holdings transferred 100 % of its shares in us to GoldMining and was dissolved.

 On
July 19, 2023, we issued 5,000 shares of common stock to a consultant in consideration for services under a consulting agreement.

 As
of November 30, 2023, there were 12,398,709 common stock issued and outstanding and no preferred shares issued and outstanding.

 11.3
Restricted Shares

 On
September 23, 2022, the Company adopted an equity incentive plan (the "Legacy Incentive Plan"). The Legacy Incentive Plan
only provides for the grant of restricted stock awards. The purpose of the Legacy Incentive Plan is to provide an incentive for employees,
directors and certain consultants and advisors of the Company or its subsidiaries to remain in the service of the Company or its subsidiaries.
The maximum number of shares of common stock that may be issued pursuant to the grant of the restricted stock awards is 1,000,000 shares
of common stock in the Company.

 On
September 23, 2022, we granted awards of an aggregate of 635,000 shares of performance based restricted shares (the "Restricted
Shares") of common stock under the Legacy Incentive Plan to certain of our and GoldMining's executive officers, directors
and consultants, the terms of which were amended on May 4, 2023.

 The
Restricted Shares are subject to restrictions that, among other things, prohibit the transfer thereof until certain performance conditions
are met. In addition, if such conditions are not met within applicable periods, the restricted shares will be deemed forfeited and surrendered
by the holder thereof to us without the requirement of any further consideration. The performance conditions are as follows:

 (a)

 with
 respect to 15 % of the performance based restricted shares of common stock, if we have not completed equity financing(s) in an aggregate
 amount of at least $ 15,000,000 prior to or concurrently with the earlier of: (i) the date that is two years after the date of grant
 of such award; and (ii) the occurrence of a liquidation event, as such term is defined in the Legacy Incentive Plan, or any merger
 with or sale of our outstanding shares or all or substantially all of our assets to a third-party, referred to as an "Exit
 Transaction", provided that, for greater certainty, the following shall not be considered an Exit Transaction: (A) any amalgamation,
 merger or consolidation of our business with or into a related entity; (B) a transaction undertaken solely for the purpose of changing
 our place of domicile or jurisdiction of incorporation; (C) an equity financing; and (D) completion of an initial public offering,
 spin-off from GoldMining or other going public transaction, referred to as an "IPO Event" (condition met);

 (b)

 with
 respect to 15 % of the performance based restricted shares of common stock, an IPO Event has not occurred that values our business
 at a minimum of $ 100,000,000 prior to the date that is two years after the date of grant of such award (condition met);

 F- 18

 U.S.

 NOTES

 (c)

 with
 respect to 15 % of the performance based restricted shares of common stock, if the recipient of such award ceases to be our or our
 affiliates' director, officer, employee or consultant, as applicable, at any time during the period from the date of grant
 of such award until the date that is two years after the date of grant;

 (d)

 with
 respect to 15 % of the performance based restricted shares of common stock, if we have not re-established the Whistler Project camp
 and performed of a minimum of 10,000 meters of drilling prior to the date that is three years after the date of grant of such award;

 (e)

 with
 respect to 15 % of the performance based restricted shares of common stock, if we have not achieved a share price of $ 15.00 prior
 to the date that is four years after the date of grant of such award (condition met);

 (f)

 with
 respect to 15 % of the performance based restricted shares of common stock, if we have not achieved a $ 250,000,000 market capitalization,
 based on the number of shares of our outstanding common stock multiplied by the volume-weighted average price for any applicable
 five (5) consecutive trading day period on the principal stock exchange on which our common stock is listed prior to the date that
 is five years after the date of grant of such award; or

 (g)

 with
 respect to 10 % of the performance based restricted common stock, if we have not achieved
 a share price of $ 25.00 prior to the date that is six years after the date of grant of such
 award.

 Upon
 satisfaction of the conditions referenced in both (f) and (g) above (regardless of whether they occur simultaneously or consecutively),
 all of the unvested Restricted Shares will be 100% vested and will be deemed Released Stock.

 In
 the event the Company files the disclosure specified in Subpart 1300 of the U.S. Securities and Exchange Commission ("SEC")
 Regulation S-K Report with the SEC or the disclosure specified in Canadian National Instrument 43-101, Standards for Disclosure for
 Mineral Products, to the relevant Canadian securities regulator (the "Securities Filing") that includes, in either disclosure,
 an aggregate estimate of mineral resources for the Whistler Project or any other project owned or operated by the Company of 3,000,000
 additional gold or gold equivalent ounces from the amount reported on the disclosure specified in the Company's Subpart 1300
 of the SEC Regulation S-K Report dated September 22, 2022, 190,500 shares of the Restricted Shares will be deemed Released Shares
 as of the date of such Securities Filing (or if such amount exceeds the number of shares of Restricted Shares that have not yet become
 Released Shares at the time, such lesser number of shares of Restricted Shares) reducing, on a proportional basis, the number of
 unvested shares of Restricted Shares subject to each vesting condition.

the years ended November 30, 2023 and 2022, we recognized share-based compensation expenses of $ 48,756 and $ 5,238, respectively, related
to the Restricted Shares.

 11.4
Share Purchase Warrants

 A continuity schedule of our outstanding share purchase warrants for the
year ended November 30, 2023, is as follows:

of Outstanding Share Purchase Warrants

 Number of
 Warrants

 Weighted Average
 Exercise Price

 Balance, November 30, 2022

 -

 $
 -

 Common stock purchase warrants issued at the IPO

 2,000,000

 13.00

 Exercised

 ( 258,708
)

 13.00

 Balance, November 30, 2023

 1,741,292

 $
 13.00

the year ended November 30, 2023, share purchase warrants were exercised for a total of $ 3,363,204. The number of common stock purchase
warrants outstanding as at November 30, 2023 was 1,741,292 warrants at an exercise price of $ 13.00 per share and with a weighted average
remaining contractual life of 2.40 years.

 F- 19

 U.S.

 NOTES

 11.5
Stock Options

 On
February 6, 2023, the Company adopted a long term incentive plan ("2023 Incentive Plan"). The purpose of the 2023
Incentive Plan is to provide an incentive for employees, directors and certain consultants and advisors of the Company or its
subsidiaries to remain in the service of the Company or its subsidiaries. The 2023 Incentive Plan provides for the grant of
non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance awards,
restricted stock awards and other cash and equity-based awards. The aggregate number shares of common stock issuable under the 2023
Incentive Plan in respect of awards shall not exceed 10 %
of the common stock issued and outstanding.

 On
May 4, 2023, the Company granted 82,500 stock options at an exercise price of $ 10.00 per share. The stock options are exercisable for
a period of five years from the date of grant and will vest as follows: (a) 25% on the grant date; and (b) 25% on each of the dates that
are 6, 12 and 18 months thereafter. The fair value of the stock options granted was estimated at the date of grant using the Black-Scholes
option pricing model with the following assumptions: risk-free interest rate of 3.47 %, expected life of 3 years, expected dividend yield
of 0 %, estimated forfeiture rate of 0 % and expected volatility of 61.34 %. As there is limited trading history of the Company's
common stock prior to the date of grant, the expected volatility is based on the historical share price volatility of a group of comparable
companies in the sector the Company operates over a period similar to the expected life of the stock options. The grant-date fair value
of stock options granted was $ 4.18 per share.

 The
following table summarizes the Company's stock option activity during this year:

of Stock Option Activity

 Number of
 Stock Options

 Weighted Average
 Exercise Price

 Balance, November 30, 2022

 -

 $
 -

 Granted

 82,500

 10.00

 Balance, November 30, 2023

 82,500

 $
 10.00

 As
at November 30, 2023, the aggregate intrinsic value under the provisions of ASC 718 of all outstanding stock options was $nil. The unrecognized
stock-based compensation expense related to the unvested portion of stock options totaled $ 89,852 to be recognized over the next 0.74
years.

the years ended November 30, 2023 and 2022, the Company recognized share-based compensation expenses of $ 255,027 and $ nil, respectively,
for the stock options granted.

 F- 20

 U.S.

 NOTES

 Note
12: Net Loss Per Share

 The
following table provides reconciliation between earnings per share of common stock:

of Earnings Per Common Share

 2023

 2022

 Year Ended November 30

 2023

 2022

 Numerator

 $
)

 $
)

 Denominator

 Weighted average number of shares, basic and diluted

 11,480,346

 9,937,248

 Net loss per share, basic and diluted

 $
 ( 0.82
)

 $
 ( 0.17
)

 The
basic and diluted net loss per share are the same as the Company is in a net loss position.

 The Company's potentially dilutive securities, includes stock
options ( 82,500 outstanding as at November 30, 2023, nil as at November 30, 2022) and warrants ( 1,741,292 outstanding as at November 30,
2023, nil as at November 30, 2022), have been excluded from the computation of diluted net loss per share as the effect would be to reduce
the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and
diluted net loss per share attributable to common stockholders is the same.

 Note
13: Financial Instruments

Risk Management Objectives and Policies

 The
financial risks arising from the Company's operations are credit risk, liquidity risk and currency risk. These risks arise from
the normal course of operations and all transactions undertaken are to support our ability to continue as a going concern. The risks
associated with these financial instruments and the policies on how we mitigate these risks are set out below. Management manages and
monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.

 Credit
Risk

 Credit
risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.
The Company's credit risk is primarily associated with our bank balances. We mitigate credit risk associated with its bank balances
by holding cash with large, reputable financial institutions.

 Liquidity
Risk

 Liquidity
risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage
liquidity risk, the Company closely monitors its liquidity position to ensure it has adequate sources of funding to finance its projects
and operations. We had working capital as at November 30, 2023 of $ 11,493,428. Our accounts payable, accrued liabilities, current portion
of lease liabilities, withholding taxes payable, and income tax payable are expected to be realized or settled within a one-year period.

 We
have not generated any revenue from operations and the only sources of financing to date have been through advances from GoldMining and
the IPO. Our ability to meet our obligations and finance exploration activities depends on our ability to generate cash flow through
the issuance of shares of common stock pursuant to private placements and short-term or long-term loans. Capital markets may not be receptive
to offerings of new equity from treasury or debt, whether by way of private placements or public offerings. This may be further complicated
by the limited liquidity for our common stock, restricting access to some institutional investors. Our growth and success is dependent
on external sources of financing which may not be available on acceptable terms, or at all.

 The
Company believes that the existing cash on hand will enable us to meet our working capital requirements for the next twelve months commencing
from the date that the consolidated financial statements are issued.

 F- 21

 U.S.

 NOTES

 Currency
Risk

 We
report our financial statements in U.S. dollars. The Company is exposed to foreign exchange risk when it undertakes transactions and
holds assets and liabilities in currencies other than our functional currency. Financial instruments that impact our net loss due to
currency fluctuations include cash and cash equivalents, restricted cash, accounts payable and accrued liabilities which are denominated
in Canadian dollars. The impact of a U.S. dollar change against Canadian dollars of 10% would have an impact of approximately $ 233 on
net loss for the year ended November 30, 2023.

 Note
14: Commitments and Contingencies

 Payments
Required to Maintain the Whistler Project

 The
Company is required to make annual land payments to the Department of Natural Resources of Alaska in the amount of $ 230,605 in 2024 and
thereafter, to keep the Whistler Project in good standing. Additionally, we have an annual labor requirement of $ 135,200 for 2024 and
thereafter, for which a cash-in-lieu payment equal to the value of the annual labor requirement may be made instead. The Company has
excess labor carry forwards of $ 167,674 expiring in 2026 and $ 1,766,156 expiring in 2027, of which up to $ 135,200 can be applied each
year to the Company's annual labor requirements.

 Future
Commitments

 In
August 2015, the Company acquired rights to the Whistler Project and associated equipment pursuant to an asset purchase agreement by
and among the Company, GoldMining, Kiska Metals Corporation ("Kiska") and Geoinformatics Alaska Exploration Inc
("Geoinformatics"). Pursuant to such agreement, the Company assumed an obligation on the Whistler Project pursuant to a
royalty purchase agreement between Kiska, Geoinformatics, and MF2, LLC ("MF2"), dated December 16, 2014. This agreement
granted MF2 a 2.75 %
NSR royalty over the Whistler Project area, and, extending outside the current claims, over an area of interest defined by certain
maximum historical extent of claims held on the Whistler Project.

 In
June 2023, the Company entered into an agreement with Equity Geoscience, Ltd. for the management of an exploration program for the Whistler
Project. The agreement includes an approved work order totaling $ 5,255,500, for the period of June 1, 2023 to February 29, 2024 which
may be paused, postponed or terminated by either party with 30 days written notice. As at November 30, 2023, the Company has paid $ 5,066,720
towards the approved work order.

 F- 22

 U.S.

 NOTES

 Note
15: Income Tax

 A
reconciliation of the provision for income taxes computed at the combined federal and state statutory rate to the provision for income
taxes as shown in the statements of operations for the years ended November 30, 2023 and 2022 is as follows:

 Schedule Of Effective Tax Rate

 2023

 2022

 Federal income tax provision rate

 21.00
 %

 21.00
 %

 State income tax provision rate, net of federal tax

 7.43
 %

 7.43
 %

 28.43
 %

 28.43
 %

 2023

 2022

 2023

 2022

 Net loss for the year before tax

 $
 ( 9,351,640
)

 $
)

 Statutory federal income rate

 21.00
 %

 21.00
 %

 Recovery of income taxes at statutory rates

 $
 ( 1,963,844
)

 $
 ( 365,118
)

 State tax

 ( 696,186
)

 ( 129,182
)

 Permanent differences

 448,615

 525,401

 Adjustments to valuation allowance related to prior years

 58,886

 -

 Change in valuation allowance

 2,157,466

 ( 31,101
)

 Other

 -

 -

 Tax expense for the year

 $
 4,937

 $
 -

 Deductible
temporary differences and unused tax losses for which no deferred tax assets have been recognized are attributable to the following:

 Schedule of Deferred Tax Assets

 2023

 2022

 2023

 2022

 Non-capital loss carry-forward

 $
 2,453,215

 $
 652,677

 Resource properties

 446,198

 90,923

 Equipment

 59,110

 58,741

 Others

 7,707

 6,423

 Deferred income tax assets

 2,966,230

 808,764

 Valuation allowance

 ( 2,966,230
)

 ( 808,764
)

 Deferred income tax assets

 $
 -

 $
 -

 Deferred
tax assets have not been recognized in the financial statements, as management does not consider it more likely than not that those assets
will be realized in the near future.

 The
Company has non-capital federal losses which may be carried forward to reduce taxable income in future years. As at November 30, 2023,
the Company has non-capital losses of $ 8,628,966 in the United States of which $ 897,219 will expire between 2034 and 2037 and $ 7,731,747
may be carried forward indefinitely.

 Our
U.S. federal net operating loss carryforwards expire as follows:

 Summary of Operating Loss Carryforwards

 November 30, 2034

 $
 46,930

 November 30, 2035

 289,455

 November 30, 2036

 283,286

 November 30, 2037

 277,548

 Indefinite

 7,731,747

 Total

 $
 8,628,966

 F- 23

 U.S.

 NOTES

 Note
16: Related Party Transactions

the years presented, we shared personnel, including key management personnel, office space, equipment, and various administrative services
with other companies, including GoldMining. Costs incurred by GoldMining were allocated between its related subsidiaries based on an
estimate of time incurred and use of services and are charged at cost. During the years ended November 30, 2023 and 2022, the allocated
costs from GoldMining to the Company were $ 100,807 and $ 147,349, respectively. Out of the allocated costs, $ 54,348 and $ 60,065 for the
years ended November 30, 2023 and 2022, respectively, were noncash share-based compensation costs. The allocated costs from GoldMining
were treated as a capital contribution, as there is no obligation or intent regarding the repayment of such amounts by the Company.

 For
the year ended November 30, 2023, the amounts advanced to us and paid on our behalf by GoldMining totaled $ 1,003,142. In May 2023, the
Company repaid GoldMining $ 1,680,925, for amounts previously advanced to the Company. The amount paid represented the full amount of
the outstanding loan from GoldMining at the time. For the year ended November 30, 2022, repayable amounts advanced to us and paid on
our behalf by GoldMining totaled $ 1,341,445, of which $ 1,158,143 was settled against the Funding Commitment (Note 8). As at November
30, 2023, the loan payable to GoldMining Inc. was $ nil ($ 677,783 as at November 30, 2022).

 For
the year ended November 30, 2022, the Company declared a return of capital to GoldMining of $ 1,096,343, which resulted in federal withholding
taxes payable of $ 173,889, of which $ 57,702 was paid during the year ended November 30, 2022. Pursuant to the return of capital, a note
payable was issued to GoldMining in the amount of $ 1,096,343, which was subsequently retired as a part of the settlement of the remaining
Funding Commitment to the Company in the amount of $ 2,254,486, which included the settlement of amounts previously advanced by GoldMining
to us in the amount of $ 1,158,143 (Note 8).

the year ended November 30, 2023, our board of directors approved a service agreement with Blender Media Inc. ("Blender"),
a company controlled by a direct family member of the co-chairman and a director of GoldMining. During the years ended November 30, 2023
and 2022, we incurred $ 233,978 and $ 16,957, respectively, in general and administrative costs, paid to Blender for various services,
including information technology, corporate branding, advertising, media, website design, maintenance and hosting, provided by Blender
to the Company and are within industry standards. As at November 30, 2023, prepaid expenses and deferred costs included service fees
prepaid to Blender in the amount of $ 169,899 (November 30, 2022: $ Nil). (Note 5).

the years ended November 30, 2023 and 2022, share-based compensation costs included $ 31,127 and $ 3,516, respectively, in amounts incurred
for the co-chairman and a director of GoldMining for performance based Restricted Shares granted in September 2022 (Note 11.3).

acquired 122,490 Units in the IPO at a price of $ 10 per Unit for a total consideration of $ 1,224,900 (Note 11.1).

 Related
party transactions are based on the amounts agreed to by the parties. During the years ended November 30, 2023 and 2022, we did not enter
into any contracts or undertake any commitment or obligation with any related parties other than as described herein.

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