U.S. GoldMining Inc.

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.

Disclosures

Click IPO Securities, LLC is a broker dealer registered with the SEC, and is a member of FINRA and SIPC. Click IPO Holdings, LLC, owner of the proprietary technology application known as ClickIPO^TM is the parent company of Click IPO Securities, LLC. The application might not be available in some jurisdictions.

This is not an offer to sell, nor is it a solicitation of an offer to buy, any security. Such offer can only be made by Prospectus, Offering Memorandum or Information Statement. A prospectus can be obtained by writing to G. Price, Click IPO Securities, LLC, P.O. Box 21154, Mesa, AZ 85277.

Risk of Investing in Initial Public Offerings ("IPOs")

There are specific risks in investing in an Initial Public Offering ("IPO"). Among other things, the stock has not been subject to market valuation. Those risks are described at length in the prospectus, and we urge you to read the prospectus carefully to understand those risks before investing. An IPO is the first sale of stock by a private company to the public and may not be suitable for all investors. IPOs are often issued by smaller, younger companies seeking the capital to expand, but can also be done by large privately owned companies looking to become publicly traded. IPOs are a risky investment. For even experienced investors, it can be difficult to predict what the stock will do on its initial day of trading and in the near future because there is often little historical data with which to analyze the company. Also, most IPOs are of companies going through a transitory growth period, which are subject to additional uncertainty regarding their future values. Read more information regarding the significant risks associated with investing in IPOs.

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U.S. GoldMining Inc.

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