U.S. GoldMining ^{Priced, Nasdaq: USGO}

We are an exploration stage company and our sole project is currently the Whistler Project. We have no operating revenues and do not anticipate generating revenues for the foreseeable future. The Whistler Project is a gold-copper exploration project located in the Yentna Mining District, approximately 150 km northwest of Anchorage, Alaska. We may also in the future evaluate and acquire additional interests in gold and gold-copper projects in the Americas. We are a subsidiary of GoldMining, a company organized under the laws of Canada and listed on the Toronto Stock Exchange and NYSE American exchange. The Whistler Project comprises 377 State of Alaska mining claims covering an aggregate area of approximately 217.5 km2 (approximately 53,700 acres). 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.