Offerings // U.S. GoldMining Inc.

USGO offering history

Every offering-related filing in U.S. GoldMining Inc.’s recent SEC record — registrations (announced capacity) kept separate from pricing documents (executed sales). Reviewed 266 filings back to Nov 4, 2022.

Last executed offering

Nov 9, 2026

424B5 — priced deal (shares or notes)

Last registration (announced)

May 15, 2024

S-3 — capacity, not a sale

Executed, last 12 months

424B pricings + 8-K 3.02 sales

Registered, last 12 months

S-1/S-3/F-series registrations

Date	Filing		What it means
Nov 9, 2026	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Nov 6, 2026	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Jul 6, 2026	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Jun 29, 2026	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Jun 26, 2026	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Dec 12, 2025	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Sep 30, 2025	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
May 28, 2024	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
May 15, 2024	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Apr 20, 2023	424B4 →	EXECUTED	Final prospectus — offering priced (typical for IPOs and marketed share deals)
Apr 19, 2023	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Apr 14, 2023	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Apr 14, 2023	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Apr 14, 2023	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Apr 13, 2023	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Apr 13, 2023	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Apr 12, 2023	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Apr 10, 2023	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Apr 10, 2023	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Apr 10, 2023	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Mar 29, 2023	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Mar 29, 2023	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Mar 29, 2023	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Mar 3, 2023	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Feb 27, 2023	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Feb 27, 2023	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Feb 27, 2023	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Feb 10, 2023	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet

USGO offering-related filings from SEC EDGAR, newest first (capped at 40). Each links to the original document.

Two honest limits. (1) A 424B takedown can price shares or notes — EDGAR’s metadata doesn’t say which, so open the document: large investment-grade filers use these mostly for bond deals (no dilution), small-caps mostly for shares. (2) At-the-market (ATM) programs sell shares gradually and individual sales are not separately filed — the visible footprint is the enabling shelf and its 424B5; actual ATM share counts surface later in the 10-Q/10-K share count. Educational information from public filings, not investment advice.

Is a shelf active now? →Do they need money? →Red flags →Full USGO workspace →

USGO offering FAQ

When did USGO last execute an offering?

Per SEC filings, U.S. GoldMining Inc.'s most recent priced offering document is a 424B5 filed 2026-11-09. Note a 424B takedown can price shares or notes (debt) — the linked document says which.

When did USGO last announce or register an offering?

The most recent registration is a S-3 filed 2024-05-15. A registration is capacity to sell shares — not a sale.

Does an offering always mean dilution?

Registered direct offerings and shelf takedowns issue new shares and dilute existing holders. Resale registrations (424B3/B7) let existing holders sell and do not create new shares. Secondary sales by insiders also do not dilute. Each row here is labeled with what it is.

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