U.S. GoldMining Inc.
1030 West Georgia Street
Suite 1830
Vancouver, BC, Canada
V6E 2Y3
April 19, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Acceleration Request for U.S. GoldMining Inc. |
| Registration Statement on Form S-1 | |
| File No. 333-269693 (the “Registration Statement”) |
Ladies and Gentlemen:
Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, U.S. GoldMining, Inc. hereby respectfully requests acceleration of the effective date of the Registration Statement, as amended, so that it may become effective at 5:00 p.m., Eastern Time, on April 19, 2023, or as soon thereafter as practicable.
Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.
| Sincerely, | |||
| U.S. GOLDMINING INC. | |||
| By: | /s/ Tim Smith | ||
| Tim Smith | |||
| Chief Executive Officer | |||
| cc: | Rick A. Werner, Esq., Haynes and Boone, LLP | ||
| Bruce Newsome, Esq., Haynes and Boone, LLP | |||
