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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 11, 2026, U.S. GoldMining Inc. (the "Company") held its 2026 annual meeting of stockholders (the "Annual Meeting"). As of the close of business on April 22, 2026, the record date for the Annual Meeting, there were 13,322,493 shares of the Company's common stock, par value $0.001 per share ("Common Stock"), outstanding and entitled to vote on the proposals described below. The matters described below were submitted to a vote of the holders of the Company's Common Stock at the Annual Meeting. Each proposal is described in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2026 (the "Proxy Statement").
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1.
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Election of the six directors, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected or qualified, or such director's earlier death, resignation, or removal.
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Nominee
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For
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Withhold Authority
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Broker Non-Votes
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Alastair Still
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10,843,315
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9,783
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806,281
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Garnet Dawson
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10,777,523
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75,575
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806,281
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Ross Sherlock
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10,835,246
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17,852
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806,281
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Lisa Wade
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10,829,910
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23,188
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806,281
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Laura Schmidt
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10,728,982
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124,116
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806,281
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Aleksandra Bukacheva
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10,830,017
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23,081
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806,281
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2.
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Ratification of the appointment of Deloitte LLP, Chartered Professional Accountants, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
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For
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Against
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Abstain
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11,600,542
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56,132
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2,705
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For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.
US GoldMining Inc.