| Summary of Significant Accounting Policies | 2.
Summary of Significant Accounting Policies Basis
of Presentation The
accompanying consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in
the United States (“U.S. GAAP”) and rules and regulations of the Securities and Exchange Commission (“SEC”).
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 sheets as of November 30, 2022, 2021 and 2020 and statements of operations, stockholder’s equity (deficit) and cash flows
for the years ended November 30, 2022, 2021 and 2020 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 GoldMining’s subsidiaries
for the years presented. These expenses, assets, and liabilities have been allocated to the Company 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 the
Company 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 parent, allocated all
amounts directly related to the Company. 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 years presented and are not necessarily indicative of future operating results. 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 continues 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. U.S.
GOLDMINING INC. (formerly,
BRI Alaska Corp.) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS Management’s
Use of Estimates 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.
Significant estimates made by management include, but are not limited to, asset retirement obligations, share-based compensation and
allocation of the carve-out 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 stockholders
by the weighted average number of common shares 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. All of our non-current assets are located in Alaska, USA. Cash
and Cash Equivalents 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. The Company’s cash balances as at November 30, 2022, 2021 and 2020 were $ 54,508 5,630 4,445 As
of, and for the years ended November 30, 2022, 2021 and 2020, we do not have any cash equivalents. Equipment Equipment
is stated at cost, less accumulated depreciation. Equipment is recorded at cost and are depreciated using the straight-line method over
the following estimated useful lives: Schedule
of Estimated Useful Lives of Equipment
Camp
Structures 5
Exploration
equipment 5
Vehicles
5 Expenditures
incurred to replace a component of an item of 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. U.S.
GOLDMINING INC. (formerly,
BRI Alaska Corp.) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS Impairment
of Long-lived Assets The
Company’s long-lived assets consist of exploration and evaluation assets 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. During
the years ended November 30, 2022, 2021 and 2020, management believed that no revision to the remaining useful lives 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. U.S.
GOLDMINING INC. (formerly,
BRI Alaska Corp.) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS 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 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. 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 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. 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. Share-based
Compensation 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, 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 shares on the grant date, adjusted for lack of marketability discount, minority shareholder
discount, and other applicable factors that are generally recognized by market participants. U.S.
GOLDMINING INC. (formerly,
BRI Alaska Corp.) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS 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. 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. Due
to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance
sheet dates. 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 209-12 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 is currently evaluating the impact of this guidance on our financial statements. |
