U.S. GoldMining (USGO) 10-Q 13 Jul 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	May 31, 2023	Jul. 13, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	May 31, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--11-30
Entity File Number	001-41690
Entity Registrant Name	U.S. GOLDMINING INC.
Entity Central Index Key	0001947244
Entity Tax Identification Number	37-1792147
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1030 West Georgia Street
Entity Address, Address Line Two	Suite 1830
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V6E 2Y3
City Area Code	(604)
Local Phone Number	388-9738
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		12,393,709
Entity Information, Former Legal or Registered Name	Not Applicable
Common Stock Par Value 0.001 Per Share [Member]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	USGO
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00
Title of 12(b) Security	Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00
Trading Symbol	USGOW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	May 31, 2023	Nov. 30, 2022
Current assets
Cash and cash equivalents	$ 18,066,093	$ 54,508
Other receivables	176,711	68,000
Prepaid expenses and deferred costs	516,077	107,111
Total current assets	18,758,881	229,619
Assets under construction	160,000
Total assets	18,918,881	229,619
Current liabilities
Accounts payable	726,034	466,127
Accrued liabilities	296,560	26,922
Withholdings taxes payable	126,928	116,187
Due to GoldMining		677,783
Total current liabilities	1,149,522	1,287,019
Asset retirement obligations	236,162	225,871
Total liabilities	1,385,684	1,512,890
Stockholders’ equity
Common stock $0.001 par value: 300,000,000 shares authorized as at May 31, 2023 and November 30, 2022; 12,345,514 and 10,135,001 shares issued and outstanding as at May 31, 2023 and November 30, 2022	12,346	10,135
Additional paid-in capital	25,807,102	3,827,957
Share issuance obligation	21,780
Accumulated deficit	(8,308,031)	(5,121,363)
Total stockholders’ equity (deficit)	17,533,197	(1,283,271)
Total liabilities and stockholders’ equity (deficit)	$ 18,918,881	$ 229,619

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	May 31, 2023	Nov. 30, 2022	Sep. 22, 2022
Statement of Financial Position [Abstract]
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001	$ 0.001
Common Stock, Shares Authorized	300,000,000	300,000,000	10,000,000
Common stock, shares issued	12,345,514	10,135,001
Common stock, shares outstanding	12,345,514	10,135,001	3,500,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)		3 Months Ended		6 Months Ended
		May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Operating expenses
Exploration expenses		$ 204,005	$ 36,808	$ 333,279	$ 73,765
General and administrative expenses		2,159,642	220,985	2,915,246	265,720
Accretion		5,202	4,759	10,291	9,413
Total operating expenses		2,368,849	262,552	3,258,816	348,898
Loss from operations		(2,368,849)	(262,552)	(3,258,816)	(348,898)
Other income (expenses)
Interest income		67,123		67,123
Foreign exchange gain (loss)		(28)	5	5,025	24
Net loss and comprehensive loss		$ (2,301,754)	$ (262,547)	$ (3,186,668)	$ (348,874)
Loss per share
Basic and diluted		$ (0.21)	$ (0.03)	$ (0.30)	$ (0.04)
Weighted average shares outstanding
Basic and diluted	[1]	10,975,190	9,500,001	10,559,712	9,500,001
[1] The shares and associated amounts have been retrospectively restated to reflect a 2.714286-for-1 stock split 10,000,000 to 300,000,000 , as well as the increase in par value to $ 0.001 , which occurred in September 2022 (see Note 10).

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - $ / shares	Sep. 22, 2022	May 31, 2023	Nov. 30, 2022
Income Statement [Abstract]
Stock split ratio	2.714286-for-1 stock split
Common stock, shares authorized	10,000,000	300,000,000	300,000,000
Common stock, par value	$ 0.001	$ 0.001	$ 0.001

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	May 31, 2023	May 31, 2022
Operating activities
Net loss for the period	$ (3,186,668)	$ (348,874)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion	10,291	9,413
Share-based compensation	216,842	21,828
Changes in operating assets and liabilities
Prepaid expenses and deferred costs	(435,383)	3,873
Other receivables	(68,385)
Accounts payable	178,295	(25)
Accrued liabilities	109,638	(2,182)
Net cash used in operating activities	(3,175,370)	(315,967)
Financing activities
Proceeds from initial public offering, net of underwriters’ fees and issuance costs	19,137,835
Proceeds from common shares issued for warrant exercise	2,696,343
Capital contributions from GoldMining	30,560	24,702
Advance from GoldMining	1,003,142	290,407
Repayment of advance from GoldMining	(1,680,925)
Net cash provided by financing activities	21,186,955	315,109
Net change in cash and cash equivalents	18,011,585	(858)
Balance, beginning of period	54,508	5,630
Balance, end of period	18,066,093	4,772
Supplemental disclosure of non-cash investing and financing activities:
Assets under construction included in accrued liabilities	160,000
Common share issuance costs included in accounts payable	81,613
Common share issuance costs included in prepaid expenses and deferred costs	26,416
Allocation of share-based compensation expenses from GoldMining	$ 46,468	$ 21,828

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)		Common Stock [Member]		Additional Paid-in Capital [Member]	Share Issuance Obligation [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Nov. 30, 2021		$ 9,500	[1]	$ 3,108,874		$ (3,382,706)	$ (264,332)
Balance, shares at Nov. 30, 2021	[1]	9,500,001
Capital contributions from GoldMining			[1]	8,643			8,643
Share-based compensation - allocated from GoldMining			[1]	11,185			11,185
Net loss and comprehensive loss			[1]			(86,327)	(86,327)
Ending balance, value at Feb. 28, 2022		$ 9,500	[1]	3,128,702		(3,469,033)	(330,831)
Balance, shares at Feb. 28, 2022	[1]	9,500,001
Beginning balance, value at Nov. 30, 2021		$ 9,500	[1]	3,108,874		(3,382,706)	(264,332)
Balance, shares at Nov. 30, 2021	[1]	9,500,001
Net loss and comprehensive loss							(348,874)
Ending balance, value at May. 31, 2022		$ 9,500	[1]	3,155,404		(3,731,580)	(566,676)
Balance, shares at May. 31, 2022	[1]	9,500,001
Beginning balance, value at Feb. 28, 2022		$ 9,500	[1]	3,128,702		(3,469,033)	(330,831)
Balance, shares at Feb. 28, 2022	[1]	9,500,001
Capital contributions from GoldMining			[1]	16,059			16,059
Share-based compensation - allocated from GoldMining			[1]	10,643			10,643
Net loss and comprehensive loss			[1]			(262,547)	(262,547)
Ending balance, value at May. 31, 2022		$ 9,500	[1]	3,155,404		(3,731,580)	(566,676)
Balance, shares at May. 31, 2022	[1]	9,500,001
Beginning balance, value at Nov. 30, 2022		$ 10,135	[1]	3,827,957		(5,121,363)	(1,283,271)
Balance, shares at Nov. 30, 2022	[1]	10,135,001
Capital contributions from GoldMining			[1]	17,844			17,844
Share-based compensation - allocated from GoldMining			[1]	28,366			28,366
Share-based compensation - performance based restricted shares			[1]	1,861			1,861
Net loss and comprehensive loss			[1]			(884,914)	(884,914)
Ending balance, value at Feb. 28, 2023		$ 10,135	[1]	3,876,028		(6,006,277)	(2,120,114)
Balance, shares at Feb. 28, 2023	[1]	10,135,001
Beginning balance, value at Nov. 30, 2022		$ 10,135	[1]	3,827,957		(5,121,363)	(1,283,271)
Balance, shares at Nov. 30, 2022	[1]	10,135,001
Net loss and comprehensive loss							(3,186,668)
Ending balance, value at May. 31, 2023		$ 12,346	[1]	25,807,102	21,780	(8,308,031)	17,533,197
Balance, shares at May. 31, 2023	[1]	12,345,514
Beginning balance, value at Feb. 28, 2023		$ 10,135	[1]	3,876,028		(6,006,277)	(2,120,114)
Balance, shares at Feb. 28, 2023	[1]	10,135,001
Capital contributions from GoldMining			[1]	12,716			12,716
Share-based compensation - allocated from GoldMining			[1]	18,102			18,102
Net loss and comprehensive loss			[1]			(2,301,754)	(2,301,754)
Common stock
Issued under initial public offering		$ 2,000	[1]	18,206,955			18,208,955
Issued under initial public offering, shares		2,000,000
Underwriter fees and issuance costs			[1]	(883,311)			(883,311)
Issued upon exercise of warrants		$ 211	[1]	2,736,458			2,736,669
Issued upon exercise of warrants, shares		210,513
Warrants
Issued in connection with initial public offering			[1]	1,791,045			1,791,045
Underwriter fees and issuance costs			[1]	(86,883)			(86,883)
Withholding taxes on return of capital			[1]	(10,741)			(10,741)
Share-based compensation
Common stock to be issued for consulting services			[1]		21,780		21,780
Amortization of share-based compensation			[1]	146,733			146,733
Ending balance, value at May. 31, 2023		$ 12,346	[1]	$ 25,807,102	$ 21,780	$ (8,308,031)	$ 17,533,197
Balance, shares at May. 31, 2023	[1]	12,345,514
[1]The shares and associated amounts have been retrospectively restated to reflect a 2.714286-for-1 stock split 10,000,000 300,000,000 0.001

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - $ / shares	Sep. 22, 2022	May 31, 2023	Nov. 30, 2022
Statement of Stockholders' Equity [Abstract]
Stock split ratio	2.714286-for-1 stock split
Common stock, shares authorized	10,000,000	300,000,000	300,000,000
Common stock, par value	$ 0.001	$ 0.001	$ 0.001

Business

Business	6 Months Ended
	May 31, 2023
Accounting Policies [Abstract]
Business	Note 1: Business U.S. GoldMining Inc. (formerly BRI Alaska Corp.) (the “Company”) was incorporated under the laws of the State of Alaska as “BRI Alaska Corp.” on June 30, 2015. On September 8, 2022, the Company redomiciled from Alaska to Nevada and changed our name to “U.S. GoldMining Inc.”. The Company was a wholly owned subsidiary of BRI Alaska Holdings Inc., a company organized under the laws of British Columbia (“BRI Alaska Holdings”), until September 23, 2022, which was at such time a wholly owned subsidiary of GoldMining Inc. (“GoldMining”), a mineral exploration and development company organized under the laws of Canada listed on the Toronto Stock Exchange and NYSE American. On September 23, 2022, BRI Alaska Holdings was dissolved, and the Company became a direct majority owned subsidiary of GoldMining. On April 24, 2023, the Company completed its initial public offering (the “IPO”) and its common shares and common share purchase warrants are listed on the Nasdaq Capital Market under the symbols “USGO” and “USGOW”, respectively. After the IPO, GoldMining continued to own a controlling interest in the Company of 9,622,491 122,490 79.3 80.0 The Company is a mineral exploration company with a focus on the exploration and development of a project located in Alaska, USA. Our registered office is 3773 Howard Hughes Pkwy #500s Las Vegas, NV 89169 and our principal executive office address is 1030 West Georgia Street, Suite 1830, Vancouver, British Columbia, Canada V6E 2Y3 and our head operating office address is 301 Calista Court, Suite 200, Office 203, Anchorage, Alaska, 99518. Our primary asset is the 100%-owned Whistler exploration property (the “Whistler Project” or “Project”) located in Alaska, USA. Access to the Project area is by fixed wing aircraft to a gravel airstrip located adjacent to the Whistler Project exploration camp. We have not yet determined whether the Whistler Project contains mineral reserves where extraction is both technically feasible and commercially viable and have not determined whether the Project will be mined by open-pit or underground methods.

Summary of Significant Policies

Summary of Significant Policies	6 Months Ended
	May 31, 2023
Accounting Policies [Abstract]
Summary of Significant Policies	Note 2: Summary of Significant Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended November 30, 2022. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements include all adjustments that are necessary for a fair presentation of the Company’s interim financial position, operating results and cash flows for the periods presented. The balance sheet as of November 30, 2022 and comparative financial statements for the three and six months ended May 31, 2022 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 us for the quarters presented. Management believes the assumptions and allocations underlying the comparative financial statements are reasonable and appropriate under the circumstances. These comparative financial statements are not necessarily indicative of the results that would be attained if we had operated as a separate legal entity. 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 continue 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. 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 quarters presented. 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 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 expenses from GoldMining. New significant accounting policies Assets under construction Assets under construction consists of expenditures incurred for the rehabilitation of existing Whistler Project camp facilities and the construction of additional facilities. Costs incurred during construction that are directly attributable to bringing an asset into working condition for its intended use are capitalized; costs that are not necessary in readying an asset for use are recognized as an expense as incurred. Assets under construction are transferred to other respective asset classes and are depreciated when they are completed and available for use. Share Options The Company grants share options to certain directors, officers, employees and consultants of the Company. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of share options. The fair value of share options granted to employees is recognized as an expense over the vesting period with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes, provides services that could be provided by a direct employee, or has authority and responsibility for planning, directing and controlling the activities of the Company, including non-executive directors. The fair value is measured at grant date and recognized over the period during which the options vest. Forfeitures are accounted for as they occur. Foreign Currency Translation The functional currency of our Company, including its subsidiary, is the United States dollar. US GoldMining Canada Inc., the wholly owned subsidiary of the Company, maintains their accounting records in their local currency, the Canadian dollar. In accordance with ASC 830: Foreign Currency Matters, the financial statements of our subsidiary are translated into United States dollars using period-end exchange rates as to monetary assets and liabilities and average exchange rates as to revenues and expenses. Non-monetary assets are translated at their historical exchange rates. Net gains and losses resulting from foreign exchange translations and foreign currency exchange gains and losses on transactions occurring in a currency other than our Company’s functional currency are included in the determination of net loss in the period. 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. 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 fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Management has assessed and concluded there is no material impact on the Company’s financial statements.

Cash and Cash Equivalents

Cash and Cash Equivalents	6 Months Ended
	May 31, 2023
Cash and Cash Equivalents [Abstract]
Cash and Cash Equivalents	Note 3: Cash and Cash Equivalents Schedule of Cash and Cash Equivalents May 31, 2023 November 30, 2022 Cash and cash equivalents consist of: Cash at bank $ 1,566,093 $ 54,508 Guaranteed Investment Certificates 16,500,000 - Total $ 18,066,093 $ 54,508

Other Receivables

Other Receivables	6 Months Ended
	May 31, 2023
Receivables [Abstract]
Other Receivables	Note 4: Other Receivables Other receivables consist of the following: Schedule of Other Receivables May 31, 2023 November 30, 2022 Federal corporate tax receivable $ 22,500 $ 22,500 State of Alaska corporate tax receivable 45,500 45,500 Warrant exercise proceeds held by transfer agent 40,326 - Interest receivable 65,233 - Other 3,152 - Total $ 176,711 $ 68,000

Prepaid Expenses and Deferred C

Prepaid Expenses and Deferred Costs	6 Months Ended
	May 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expenses and Deferred Costs	Note 5: Prepaid Expenses and Deferred Costs Prepaid expenses and deferred costs consist of the following: Schedule of Prepaid Expenses and Deferred Costs May 31, 2023 November 30, 2022 Deferred financing costs (1) $ - $ 94,932 Prepaid insurance 82,073 7,000 Prepaid dues and subscriptions 40,991 5,129 Prepaid corporate development expenses (2) 368,649 - Deposits 16,031 - Other prepaid expenses 8,333 50 Total $ 516,077 $ 107,111 (1) The deferred financing costs relate to the incremental share issue costs associated with the IPO, which were reallocated to share issuance costs upon completion of the IPO. (2) Prepaid corporate development costs relate to fees prepaid to Blender Media Inc., a company controlled by a direct family member of the co-chairman and a director of GoldMining Inc. (Note 14).

Assets under Construction

Assets under Construction	6 Months Ended
	May 31, 2023
Assets Under Construction
Assets under Construction	Note 6: Assets under Construction During the six months ended May 31, 2023, the Company incurred $ 160,000 Schedule of Assets Under Construction May 31, 2023 November 30, 2022 Cost Accumulated Net Book Cost Accumulated Net Book Assets under construction $ 160,000 $ - $ 160,000 $ - $ - $ - $ 160,000 $ - $ 160,000 $ - $ - $ -

Exploration Expenses

Exploration Expenses	6 Months Ended
	May 31, 2023
Exploration Expenses
Exploration Expenses	Note 7: Exploration Expenses Our exploration expenses are solely related to the Whistler Project, which has a carrying value of $nil. The following table presents costs incurred for exploration activities for the three and six months ended May 31, 2023 and 2022: Schedule of Exploration Expenses 2023 2022 2023 2022 Three months ended Six months ended May 31, May 31, 2023 2022 2023 2022 Consulting fees $ 170,750 $ 14,045 $ 273,247 $ 45,139 Land and camp maintenance 24,000 17,637 49,727 21,237 Transportation and travel 7,006 3,926 7,006 6,189 Other 2,249 1,200 3,299 1,200 Total $ 204,005 $ 36,808 $ 333,279 $ 73,765

General and Administrative Expe

General and Administrative Expenses	6 Months Ended
	May 31, 2023
General And Administrative Expenses
General and Administrative Expenses	Note 8: General and Administrative Expenses The following table presents general and administrative expenses for the three and six months ended May 31, 2023 and 2022: Schedule of General And Administrative Expenses 2023 2022 2023 2022 Three months ended Six months ended May 31, May 31, 2023 2022 2023 2022 Professional fees $ 973,903 $ 163,487 $ 1,528,808 $ 185,242 Office, consulting, investor relations, insurance and travel 819,601 9,851 897,514 13,003 Share-based compensation 186,615 10,643 216,842 21,828 Management fees, salaries and benefits 102,682 37,004 152,445 45,647 Filing, listing, dues and subscriptions 76,841 - 119,637 - Total $ 2,159,642 $ 220,985 $ 2,915,246 $ 265,720 During the quarters ended May 31, 2023 and 2022, management fees, salaries and benefits and share-based compensation include costs allocated from GoldMining (Note 14).

Asset Retirement Obligations (_

Asset Retirement Obligations (“ARO”)	6 Months Ended
	May 31, 2023
Asset Retirement Obligation Disclosure [Abstract]
Asset Retirement Obligations (“ARO”)	Note 9 : Asset Retirement Obligations (“ARO”) The Whistler Project’s exploration activities are subject to the State of Alaska’s laws and regulations governing the protection of the environment. The Whistler Project ARO is valued under the following assumptions: Schedule of Asset Retirement Obligations Value Assumptions May 31, 2023 November 30, 2022 Undiscounted amount of estimated cash flows $ 235,000 $ 235,000 Life expectancy (years) 2 3 Inflation rate 2.00 % 2.00 % Discount rate 9.32 % 9.32 % The following table summarizes the movements of the Company’s ARO: Schedule of Asset Retirement Obligations May 31, 2023 November 30, 2022 Balance, beginning of period $ 225,871 $ 206,616 Balance $ 225,871 $ 206,616 Accretion 10,291 19,255 Balance, end of period $ 236,162 $ 225,871 Balance $ 236,162 $ 225,871

Capital Stock

Capital Stock	6 Months Ended
	May 31, 2023
Equity [Abstract]
Capital Stock	Note 10: Capital Stock 10.1 Initial Public Offering On April 19, 2023, the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC, BMO Capital Markets Corp., Laurentian Bank Securities Inc. and Sprott Capital Partners LP (collectively, the “underwriters”) for an offering of 2,000,000 10.00 13.00 On April 24, 2023 (the “Closing Date”), the Company issued 2,000,000 10.00 20,000,000 970,194 650,000 GoldMining acquired 122,490 Units in the IPO for total consideration of $ 1,224,900 . The net proceeds from the issuance of the Units were allocated to the Company’s common shares and common share purchase warrants on a relative fair value basis. Inputs used to calculate the relative fair value of the common shares and common share purchase warrants are based on the quoted closing prices of the Company’s common shares and common share purchase warrants on the Nasdaq Capital Market on the Closing Date of IPO. The allocation of the fair value of the Company’s common shares and common share purchase warrants is as follows: Schedule of Allocation of Fair Value of Common Shares and Common Share Purchase Warrants ($) Fair value of common shares 18,208,955 Fair value of common share purchase warrants 1,791,045 Total gross proceeds from the IPO 20,000,000 Gross proceeds 20,000,000 Common share issuance costs (883,311 ) Common share purchase warrant issuance costs (86,883 ) Net proceeds received 19,029,806 Fair value allocation to: Common shares 17,325,644 Common share purchase warrants 1,704,162 Total Fair Value Allocated to Shares and Warrants 19,029,806 10.2 Common and Preferred Shares On September 22, 2022, we filed a Certificate of Amendment of Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Nevada to effect a 2.714286-for-1 stock split As a result of the Stock Split, every one share of issued and outstanding common stock was automatically split into 2.714286 issued and outstanding shares of common stock, without any change in the par value per share. No fractional shares were issued as a result of the Stock Split. 3,500,000 9,500,001 0.001 10,000,000 300,000,000 0.001 1,000,000 10,000,000 On September 23, 2022, BRI Alaska Holdings transferred 100 As of May 31, 2023, there were 12,345,514 10.3 Restricted Shares On September 23, 2022, the Company adopted an equity incentive plan (the “Legacy Incentive Plan”). The Legacy Incentive Plan only provides for the grant of restricted stock awards. The purpose of the Legacy Incentive Plan is to provide an incentive for employees, directors and certain consultants and advisors of the Company or its subsidiaries to remain in the service of the Company or its subsidiaries. The maximum number of shares of common stock that may be issued pursuant to the grant of the restricted stock awards is 1,000,000 On September 23, 2022, we granted awards of an aggregate of 635,000 The Restricted Shares are subject to restrictions that, among other things, prohibit the transfer thereof until certain performance conditions are met. In addition, if such conditions are not met within applicable periods, the restricted shares will be deemed forfeited and surrendered by the holder thereof to us without the requirement of any further consideration. Assuming completion of the offering, these conditions are: (a) with respect to 15 15,000,000 (b) with respect to 15 100,000,000 (c) with respect to 15 (d) with respect to 15 (e) with respect to 15 15.00 (f) with respect to 15 250,000,000 (g) with respect to 10 25.00 Upon satisfaction of the conditions referenced in both (f) and (g) above (regardless of whether they occur simultaneously or consecutively), all of the unvested Restricted Shares will be 100% vested and will be deemed Released Stock. In the event the Company files the disclosure specified in Subpart 1300 of the U.S. Securities and Exchange Commission (“SEC”) Regulation S-K Report with the SEC or the disclosure specified in Canadian National Instrument 43-101, Standards for Disclosure for Mineral Products, to the relevant Canadian securities regulator (the “Securities Filing”) that includes, in either disclosure, an aggregate estimate of mineral resources for the Whistler Project or any other project owned or operated by the Company of 3,000,000 additional gold or gold equivalent ounces from the amount reported on the disclosure specified in the Company’s Subpart 1300 of the SEC Regulation S-K Report dated September 22, 2022, 190,500 shares of the Restricted Shares will be deemed Released Shares as of the date of such Securities Filing (or if such amount exceeds the number of shares of Restricted Shares that have not yet become Released Shares at the time, such lesser number of shares of Restricted Shares) reducing, on a proportional basis, the number of unvested shares of Restricted Shares subject to each vesting condition. During the three and six months ended May 31, 2023, we recognized share-based compensation expense of $ 36,505 38,366 10.4 Share Purchase Warrants A continuity schedule of our outstanding share purchase warrants for the six months ended May 31, 2023, is as follows: Schedule of Outstanding Share Purchase Warrants Number of Warrants Weighted Average Exercise Price Balance at November 30, 2022 - $ - Common share purchase warrants issued at the IPO 2,000,000 13.00 Exercised (210,513 ) 13.00 Balance, May 31, 2023 1,789,487 $ 13.00 During the six months ended May 31, 2023, share purchase warrants were exercised for a total of $ 2,736,669 40,326 1,789,487 13.00 Subsequent to May 31, 2023, 48,195 626,535 10.5 Share Options On February 6, 2023, the Company adopted a long term incentive plan (“2023 Incentive Plan”).The purpose of the 2023 Incentive Plan is to provide an incentive for employees, directors and certain consultants and advisors of the Company or its subsidiaries to remain in the service of the Company or its subsidiaries. The 2023 Incentive Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance awards, restricted stock awards and other cash and equity-based awards. The aggregate number of common shares issuable under the 2023 Incentive Plan in respect of awards shall not exceed 10 On May 4, 2023, the Company granted 82,500 10.00 The share options are exercisable for a period of five years from the date of grant and will vest as follows: (a) 25% on the grant date; and (b) 25% on each of the dates that are 6, 12 and 18 months thereafter 3.47 3 years 0 0 61.34 The following table summarizes the Company’s stock option activity during this period: Schedule of Stock Option Activity Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance, November 30, 2022 - $ - $ - Granted 82,500 10.00 Balance, May 31, 2023 82,500 $ 10.00 4.93 $ 404,250 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common shares for those options that had exercise prices lower than the fair value of the Company’s common shares. The weighted-average grant-date fair value of stock options granted during the six months ended May 31, 2023 was $ 4.18 During the three and six months ended May 31, 2023, the Company recognized share-based compensation expense of $ 110,228 for the share options granted. 10.6 Lock-Up Agreements In connection with the IPO, GoldMining and each of the Company’s directors and officers have entered into Lock-Up Agreements, pursuant to which GoldMining, the directors and officers of the Company agreed not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any common shares for a period of 180 182,100

Net Loss Per Share

Net Loss Per Share	6 Months Ended
	May 31, 2023
Loss per share
Net Loss Per Share	Note 11. Net Loss Per Share The following table provides reconciliation between earnings per common share: Schedule of Earnings Per Common Share 2023 2022 2023 2022 Three Months Ended May 31 Six Months Ended May 31 2023 2022 2023 2022 Numerator Net loss for the period $ (2,301,754 ) $ (262,547 ) $ (3,186,668 ) $ (348,874 ) Denominator Weighted average number of shares, basic and diluted 10,975,190 9,500,001 10,559,712 9,500,001 Net loss per share, basic and diluted $ (0.21 ) $ (0.03 ) $ (0.30 ) $ (0.04 ) The basic and diluted net loss per share are the same as the Company is in a net loss position.

Financial Instruments

Financial Instruments	6 Months Ended
	May 31, 2023
Investments, All Other Investments [Abstract]
Financial Instruments	Note 12: Financial Instruments The Company’s financial assets at May 31, 2023 include cash and cash equivalents. The Company’s financial liabilities include accounts payable, accrued liabilities and withholdings taxes payable. The carrying value of the Company’s financial liabilities approximates fair value due to their short term to maturity. Financial Risk Management Objectives and Policies The financial risks arising from the Company’s operations are credit risk, liquidity risk and currency risk. These risks arise from the normal course of operations and all transactions undertaken are to support our ability to continue as a going concern. The risks associated with these financial instruments and the policies on how we mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner. Credit Risk Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily associated with our bank balances. We mitigate credit risk associated with its bank balances by holding cash with large, reputable financial institutions. Liquidity Risk Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk, the Company closely monitors its liquidity position to ensure it has adequate sources of funding to finance its projects and operations. We had a working capital as at May 31, 2023 of $ 17,609,359 Currency Risk We report our financial statements in U.S. dollars. The Company is exposed to foreign exchange risk when it undertakes transactions and holds assets and liabilities in currencies other than our functional currency. Financial instruments that impact our net loss due to currency fluctuations include: cash and cash equivalents, accounts payable and accrued liabilities which are denominated in Canadian dollars. The impact of a U.S. dollar change against Canadian dollars of 10% would have an impact of approximately $ 21,300

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	May 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 13. Commitments and Contingencies Payments Required to Maintain the Whistler Project The Company is required to make annual land payments to the Department of Natural Resources of Alaska in the amount of $ 224,583 230,605 106,000 135,200 273,674 106,000 Future Commitments On November 27, 2020, GoldMining agreed to cause us to issue a 1.0 0.75 5,000,000 In August 2015, the Company acquired rights to the Whistler Project and associated equipment pursuant to an asset purchase agreement by and among the Company, GoldMining, Kiska Metals Corporation (“Kiska”) and Geoinformatics Alaska Exploration Inc (“Geoinformatics”). Pursuant to such agreement, the Company assumed an obligation on the Whistler Project pursuant to a royalty purchase agreement between Kiska, Geoinformatics, and MF2, LLC (“MF2”), dated December 16, 2014. This agreement granted MF2 a 2.75 On May 11, 2023, US GoldMining Canada Inc. entered into an office sublease agreement with Coromandel Properties Ltd. for office space in Vancouver, British Columbia with a term of 5 years, 3 months and 29 days commencing August 1, 2023 and expiring on November 29, 2028 5,330 Subsequent to May 31, 2023, the Company entered into an agreement with Equity Geoscience, Ltd. for the management of an exploration program for the Whistler Project. The agreement includes an approved work order totaling $ 5,255,500 Pursuant to the agreement, the Company paid $ 1,392,243

Related Party Transactions

Related Party Transactions	6 Months Ended
	May 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 14. Related Party Transactions During the periods presented, we shared personnel, including key management personnel, office space, equipment, and various administrative services with other companies, including GoldMining. Costs incurred by GoldMining were allocated between its related subsidiaries based on an estimate of time incurred and use of services and are charged at cost. During the three and six months ended May 31, 2023, the allocated costs from GoldMining to the Company were $ 30,818 77,028 26,702 46,530 18,102 46,468 10,643 21,828 For the three and six months ended May 31, 2023, the amounts advanced to us and paid on our behalf by GoldMining totaled $ 178,013 1,003,142 246,777 290,408 1,680,925 During the three and six months ended May 31, 2023, we incurred $ 30,354 32,487 5,848 5,848 368,649 Nil During the three and six months ended May 31, 2023, share-based compensation costs included $ 23,291 24,476 Nil GoldMining acquired 122,490 10 1,224,900 Related party transactions are based on the amounts agreed to by the parties. During the quarters ended May 31, 2023 and 2022, we did not enter into any contracts or undertake any commitment or obligation with any related parties other than as described herein.

Summary of Significant Polici_2

Summary of Significant Policies (Policies)	6 Months Ended
	May 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended November 30, 2022. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements include all adjustments that are necessary for a fair presentation of the Company’s interim financial position, operating results and cash flows for the periods presented. The balance sheet as of November 30, 2022 and comparative financial statements for the three and six months ended May 31, 2022 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 us for the quarters presented. Management believes the assumptions and allocations underlying the comparative financial statements are reasonable and appropriate under the circumstances. These comparative financial statements are not necessarily indicative of the results that would be attained if we had operated as a separate legal entity.
Consolidation	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 continue 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.
Management’s Use of Estimates	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 quarters presented. 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 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 expenses from GoldMining.
New significant accounting policies	New significant accounting policies Assets under construction Assets under construction consists of expenditures incurred for the rehabilitation of existing Whistler Project camp facilities and the construction of additional facilities. Costs incurred during construction that are directly attributable to bringing an asset into working condition for its intended use are capitalized; costs that are not necessary in readying an asset for use are recognized as an expense as incurred. Assets under construction are transferred to other respective asset classes and are depreciated when they are completed and available for use. Share Options The Company grants share options to certain directors, officers, employees and consultants of the Company. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of share options. The fair value of share options granted to employees is recognized as an expense over the vesting period with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes, provides services that could be provided by a direct employee, or has authority and responsibility for planning, directing and controlling the activities of the Company, including non-executive directors. The fair value is measured at grant date and recognized over the period during which the options vest. Forfeitures are accounted for as they occur. Foreign Currency Translation The functional currency of our Company, including its subsidiary, is the United States dollar. US GoldMining Canada Inc., the wholly owned subsidiary of the Company, maintains their accounting records in their local currency, the Canadian dollar. In accordance with ASC 830: Foreign Currency Matters, the financial statements of our subsidiary are translated into United States dollars using period-end exchange rates as to monetary assets and liabilities and average exchange rates as to revenues and expenses. Non-monetary assets are translated at their historical exchange rates. Net gains and losses resulting from foreign exchange translations and foreign currency exchange gains and losses on transactions occurring in a currency other than our Company’s functional currency are included in the determination of net loss in the period.
Segment Information	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.
Recently Issued Accounting Pronouncements	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 fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Management has assessed and concluded there is no material impact on the Company’s financial statements.

Cash and Cash Equivalents (Tabl

Cash and Cash Equivalents (Tables)	6 Months Ended
	May 31, 2023
Cash and Cash Equivalents [Abstract]
Schedule of Cash and Cash Equivalents	Schedule of Cash and Cash Equivalents May 31, 2023 November 30, 2022 Cash and cash equivalents consist of: Cash at bank $ 1,566,093 $ 54,508 Guaranteed Investment Certificates 16,500,000 - Total $ 18,066,093 $ 54,508

Other Receivables (Tables)

Other Receivables (Tables)	6 Months Ended
	May 31, 2023
Receivables [Abstract]
Schedule of Other Receivables	Other receivables consist of the following: Schedule of Other Receivables May 31, 2023 November 30, 2022 Federal corporate tax receivable $ 22,500 $ 22,500 State of Alaska corporate tax receivable 45,500 45,500 Warrant exercise proceeds held by transfer agent 40,326 - Interest receivable 65,233 - Other 3,152 - Total $ 176,711 $ 68,000

Prepaid Expenses and Deferred_2

Prepaid Expenses and Deferred Costs (Tables)	6 Months Ended
	May 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Prepaid Expenses and Deferred Costs	Prepaid expenses and deferred costs consist of the following: Schedule of Prepaid Expenses and Deferred Costs May 31, 2023 November 30, 2022 Deferred financing costs (1) $ - $ 94,932 Prepaid insurance 82,073 7,000 Prepaid dues and subscriptions 40,991 5,129 Prepaid corporate development expenses (2) 368,649 - Deposits 16,031 - Other prepaid expenses 8,333 50 Total $ 516,077 $ 107,111 (1) The deferred financing costs relate to the incremental share issue costs associated with the IPO, which were reallocated to share issuance costs upon completion of the IPO. (2) Prepaid corporate development costs relate to fees prepaid to Blender Media Inc., a company controlled by a direct family member of the co-chairman and a director of GoldMining Inc. (Note 14).

Assets under Construction (Tabl

Assets under Construction (Tables)	6 Months Ended
	May 31, 2023
Assets Under Construction
Schedule of Assets Under Construction	Schedule of Assets Under Construction May 31, 2023 November 30, 2022 Cost Accumulated Net Book Cost Accumulated Net Book Assets under construction $ 160,000 $ - $ 160,000 $ - $ - $ - $ 160,000 $ - $ 160,000 $ - $ - $ -

Exploration Expenses (Tables)

Exploration Expenses (Tables)	6 Months Ended
	May 31, 2023
Exploration Expenses
Schedule of Exploration Expenses	The following table presents costs incurred for exploration activities for the three and six months ended May 31, 2023 and 2022: Schedule of Exploration Expenses 2023 2022 2023 2022 Three months ended Six months ended May 31, May 31, 2023 2022 2023 2022 Consulting fees $ 170,750 $ 14,045 $ 273,247 $ 45,139 Land and camp maintenance 24,000 17,637 49,727 21,237 Transportation and travel 7,006 3,926 7,006 6,189 Other 2,249 1,200 3,299 1,200 Total $ 204,005 $ 36,808 $ 333,279 $ 73,765

General and Administrative Ex_2

General and Administrative Expenses (Tables)	6 Months Ended
	May 31, 2023
General And Administrative Expenses
Schedule of General And Administrative Expenses	The following table presents general and administrative expenses for the three and six months ended May 31, 2023 and 2022: Schedule of General And Administrative Expenses 2023 2022 2023 2022 Three months ended Six months ended May 31, May 31, 2023 2022 2023 2022 Professional fees $ 973,903 $ 163,487 $ 1,528,808 $ 185,242 Office, consulting, investor relations, insurance and travel 819,601 9,851 897,514 13,003 Share-based compensation 186,615 10,643 216,842 21,828 Management fees, salaries and benefits 102,682 37,004 152,445 45,647 Filing, listing, dues and subscriptions 76,841 - 119,637 - Total $ 2,159,642 $ 220,985 $ 2,915,246 $ 265,720

Asset Retirement Obligations _2

Asset Retirement Obligations (“ARO”) (Tables)	6 Months Ended
	May 31, 2023
Asset Retirement Obligation Disclosure [Abstract]
Schedule of Asset Retirement Obligations Value Assumptions	Schedule of Asset Retirement Obligations Value Assumptions May 31, 2023 November 30, 2022 Undiscounted amount of estimated cash flows $ 235,000 $ 235,000 Life expectancy (years) 2 3 Inflation rate 2.00 % 2.00 % Discount rate 9.32 % 9.32 %
Schedule of Asset Retirement Obligations	The following table summarizes the movements of the Company’s ARO: Schedule of Asset Retirement Obligations May 31, 2023 November 30, 2022 Balance, beginning of period $ 225,871 $ 206,616 Balance $ 225,871 $ 206,616 Accretion 10,291 19,255 Balance, end of period $ 236,162 $ 225,871 Balance $ 236,162 $ 225,871

Capital Stock (Tables)

Capital Stock (Tables)	6 Months Ended
	May 31, 2023
Equity [Abstract]
Schedule of Allocation of Fair Value of Common Shares and Common Share Purchase Warrants	Schedule of Allocation of Fair Value of Common Shares and Common Share Purchase Warrants ($) Fair value of common shares 18,208,955 Fair value of common share purchase warrants 1,791,045 Total gross proceeds from the IPO 20,000,000 Gross proceeds 20,000,000 Common share issuance costs (883,311 ) Common share purchase warrant issuance costs (86,883 ) Net proceeds received 19,029,806 Fair value allocation to: Common shares 17,325,644 Common share purchase warrants 1,704,162 Total Fair Value Allocated to Shares and Warrants 19,029,806
Schedule of Outstanding Share Purchase Warrants	Schedule of Outstanding Share Purchase Warrants Number of Warrants Weighted Average Exercise Price Balance at November 30, 2022 - $ - Common share purchase warrants issued at the IPO 2,000,000 13.00 Exercised (210,513 ) 13.00 Balance, May 31, 2023 1,789,487 $ 13.00
Schedule of Stock Option Activity	The following table summarizes the Company’s stock option activity during this period: Schedule of Stock Option Activity Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance, November 30, 2022 - $ - $ - Granted 82,500 10.00 Balance, May 31, 2023 82,500 $ 10.00 4.93 $ 404,250

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	6 Months Ended
	May 31, 2023
Loss per share
Schedule of Earnings Per Common Share	The following table provides reconciliation between earnings per common share: Schedule of Earnings Per Common Share 2023 2022 2023 2022 Three Months Ended May 31 Six Months Ended May 31 2023 2022 2023 2022 Numerator Net loss for the period $ (2,301,754 ) $ (262,547 ) $ (3,186,668 ) $ (348,874 ) Denominator Weighted average number of shares, basic and diluted 10,975,190 9,500,001 10,559,712 9,500,001 Net loss per share, basic and diluted $ (0.21 ) $ (0.03 ) $ (0.30 ) $ (0.04 )

Business (Details Narrative)

Business (Details Narrative) - shares	Apr. 24, 2023	May 31, 2023
Subsidiary, Sale of Stock [Line Items]
Warrants issued	122,490
Ownership percentage of outstanding common shares	79.30%
Bri Alaska Holdings [Member]
Subsidiary, Sale of Stock [Line Items]
Ownership percentage		80%
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Controlling interest of shares	9,622,491

Schedule of Cash and Cash Equiv

Schedule of Cash and Cash Equivalents (Details) - USD ($)	May 31, 2023	Nov. 30, 2022
Cash and Cash Equivalents [Abstract]
Cash at bank	$ 1,566,093	$ 54,508
Guaranteed Investment Certificates	16,500,000
Total	$ 18,066,093	$ 54,508

Schedule of Other Receivables (

Schedule of Other Receivables (Details) - USD ($)	May 31, 2023	Nov. 30, 2022
Receivables [Abstract]
Federal corporate tax receivable	$ 22,500	$ 22,500
State of Alaska corporate tax receivable	45,500	45,500
Warrant exercise proceeds held by transfer agent	40,326
Interest receivable	65,233
Other	3,152
Total	$ 176,711	$ 68,000

Schedule of Prepaid Expenses an

Schedule of Prepaid Expenses and Deferred Costs (Details) - USD ($)		May 31, 2023	Nov. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Deferred financing costs	[1]		$ 94,932
Prepaid insurance		82,073	7,000
Prepaid dues and subscriptions		40,991	5,129
Prepaid corporate development expenses	[2]	368,649
Deposits		16,031
Other prepaid expenses		8,333	50
Total		$ 516,077	$ 107,111
[1]The deferred financing costs relate to the incremental share issue costs associated with the IPO, which were reallocated to share issuance costs upon completion of the IPO.[2]Prepaid corporate development costs relate to fees prepaid to Blender Media Inc., a company controlled by a direct family member of the co-chairman and a director of GoldMining Inc. (Note 14).

Schedule of Assets Under Constr

Schedule of Assets Under Construction (Details) - USD ($)	May 31, 2023	Nov. 30, 2022
Property, Plant and Equipment [Line Items]
Cost	$ 160,000
Accumulated depreciation
Net book value	160,000
Asset under Construction [Member]
Property, Plant and Equipment [Line Items]
Cost	160,000
Accumulated depreciation
Net book value	$ 160,000

Assets under Construction (Deta

Assets under Construction (Details Narrative)	May 31, 2023 USD ($)
Assets Under Construction
Assets under construction	$ 160,000

Schedule of Exploration Expense

Schedule of Exploration Expenses (Details) - USD ($)	3 Months Ended		6 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
Exploration Expenses
Consulting fees	$ 170,750	$ 14,045	$ 273,247	$ 45,139
Land and camp maintenance	24,000	17,637	49,727	21,237
Transportation and travel	7,006	3,926	7,006	6,189
Other	2,249	1,200	3,299	1,200
Total	$ 204,005	$ 36,808	$ 333,279	$ 73,765

Schedule of General And Adminis

Schedule of General And Administrative Expenses (Details) - USD ($)	3 Months Ended		6 Months Ended
	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022
General And Administrative Expenses
Professional fees	$ 973,903	$ 163,487	$ 1,528,808	$ 185,242
Office, consulting, investor relations, insurance and travel	819,601	9,851	897,514	13,003
Share-based compensation	186,615	10,643	216,842	21,828
Management fees, salaries and benefits	102,682	37,004	152,445	45,647
Filing, listing, dues and subscriptions	76,841		119,637
Total	$ 2,159,642	$ 220,985	$ 2,915,246	$ 265,720

Schedule of Asset Retirement Ob

Schedule of Asset Retirement Obligations Value Assumptions (Details) - USD ($)	6 Months Ended	12 Months Ended
	May 31, 2023	Nov. 30, 2022
Asset Retirement Obligation Disclosure [Abstract]
Undiscounted amount of estimated cash flows	$ 235,000	$ 235,000
Life expectancy (years)	2 years	3 years
Inflation rate	2%	2%
Discount rate	9.32%	9.32%

Schedule of Asset Retirement _2

Schedule of Asset Retirement Obligations (Details) - USD ($)	6 Months Ended	12 Months Ended
	May 31, 2023	Nov. 30, 2022
Asset Retirement Obligation Disclosure [Abstract]
Balance	$ 225,871	$ 206,616
Accretion	10,291	19,255
Balance	$ 236,162	$ 225,871

Schedule of Allocation of Fair

Schedule of Allocation of Fair Value of Common Shares and Common Share Purchase Warrants (Details)	6 Months Ended
	May 31, 2023 USD ($)
Equity [Abstract]
Fair value of common shares	$ 18,208,955
Fair value of common share purchase warrants	1,791,045
Total gross proceeds from the IPO	20,000,000
Gross proceeds	20,000,000
Common share issuance costs	(883,311)
Common share purchase warrant issuance costs	(86,883)
Net proceeds received	19,029,806
Common shares	17,325,644
Common share purchase warrants	1,704,162
Total Fair Value Allocated to Shares and Warrants	$ 19,029,806

Schedule of Outstanding Share P

Schedule of Outstanding Share Purchase Warrants (Details) - Warrant [Member]	6 Months Ended
	May 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants, beginning balance | shares
Weighted average exercise price, beginning balance | $ / shares
Number of warrants issued at the IPO | shares	2,000,000
Weighted average exercise price, issued at the ipo | $ / shares	$ 13
Exercised | shares	(210,513)
Weighted average exercise price, exercised | $ / shares	$ 13
Number of warrants, ending balance | shares	1,789,487
Weighted average exercise price, ending balance | $ / shares	$ 13

Schedule of Stock Option Activi

Schedule of Stock Option Activity (Details)	6 Months Ended
	May 31, 2023 USD ($) $ / shares shares
Equity [Abstract]
Number of stock options outstanding beginning | shares
Weighted Average Exercise Price outstanding beginning | $ / shares
Aggregate Intrinsic Value outstanding beginning | $
Number of stock options granted | shares	82,500
Weighted Average Exercise Price granted | $ / shares	$ 10
Number of stock options outstanding ending | shares	82,500
Weighted Average Exercise Price outstanding ending | $ / shares	$ 10
Weighted Average Remaining Contractual Term	4 years 11 months 4 days
Aggregate Intrinsic Value outstanding ending | $	$ 404,250

Capital Stock (Details Narrativ

Capital Stock (Details Narrative) - USD ($)

3 Months Ended

6 Months Ended

Jul. 13, 2023

May 04, 2023

Apr. 24, 2023

Apr. 19, 2023

Sep. 23, 2022

Sep. 22, 2022

May 31, 2023

May 31, 2022

May 31, 2023

May 31, 2022

Feb. 06, 2023

Nov. 30, 2022

Subsidiary, Sale of Stock [Line Items]

Warrant exercise price

$ 13

$ 13

Gross proceeds from issuance of shares

$ 19,029,806

Stock split descriptions

2.714286-for-1 stock split

Common stock, shares outstanding

3,500,000

12,345,514

12,345,514

10,135,001

Common stock par value

$ 0.001

$ 0.001

$ 0.001

$ 0.001

Common stock, shares authorized

10,000,000

300,000,000

300,000,000

300,000,000

Preferred stock par value

$ 0.001

Preferred stock, shares authorized

1,000,000

10,000,000

10,000,000

Common stock, shares issued

12,345,514

12,345,514

10,135,001

Performance based restricted stock granted

635,000

Market capital value

$ 18,208,955

Description of terms and conditions in the event of disclosure of mineral products

aggregate estimate of mineral resources for the Whistler Project or any other project owned or operated by the Company of 3,000,000 additional gold or gold equivalent ounces from the amount reported on the disclosure specified in the Company’s Subpart 1300 of the SEC Regulation S-K Report dated September 22, 2022, 190,500 shares of the Restricted Shares will be deemed Released Shares as of the date of such Securities Filing (or if such amount exceeds the number of shares of Restricted Shares that have not yet become Released Shares at the time, such lesser number of shares of Restricted Shares) reducing, on a proportional basis, the number of unvested shares of Restricted Shares subject to each vesting condition.

Proceeds from warrant exercises

$ 2,736,669

Warrant exercise proceeds held by transfer agent

$ 40,326

$ 40,326

Warrants outstanding

1,789,487

1,789,487

Optios granted

82,500

Exercise price

$ 10

Risk-free interest rate

3.47%

Expected life

3 years

Expected dividend yield

0%

Estimated forfeiture rate

0%

Expected volatility rate

61.34%

Weighted-average fair value of stock options granted

$ 4.18

Share-based compensation expenses

$ 186,615

$ 10,643

$ 216,842

$ 21,828

Lock-Up Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Lock up period of shares as per agreement

180 days

Number of common shares subject to transfer restrictions as per agreement

182,100

182,100

2023 Incentive Plan [Member]

Subsidiary, Sale of Stock [Line Items]

Percentage of shares issued and outstanding

10%

Optios granted

82,500

Exercise price

$ 10

Description of vesting of options

The share options are exercisable for a period of five years from the date of grant and will vest as follows: (a) 25% on the grant date; and (b) 25% on each of the dates that are 6, 12 and 18 months thereafter

Subsequent Event [Member]

Subsidiary, Sale of Stock [Line Items]

Proceeds from warrant exercises

$ 626,535

Number of warrants exercised

48,195

Restricted Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Maximum number of shares of common stock may be issued

1,000,000

Recognition of share based compensation expenses

$ 36,505

$ 38,366

Restricted Stock [Member] | Condition One [Member]

Subsidiary, Sale of Stock [Line Items]

Offering description

with respect to 15% of the performance based restricted shares of common stock, if we have not completed equity financing(s) in an aggregate amount of at least $15,000,000 prior to or concurrently with the earlier of: (i) the date that is two years after the date of grant of such award; and (ii) the occurrence of a liquidation event, as such term is defined in the Legacy Incentive Plan, or any merger with or sale of our outstanding shares or all or substantially all of our assets to a third-party, referred to as an “Exit Transaction”, provided that, for greater certainty, the following shall not be considered an Exit Transaction: (A) any amalgamation, merger or consolidation of our business with or into a related entity; (B) a transaction undertaken solely for the purpose of changing our place of domicile or jurisdiction of incorporation; (C) an equity financing; and (D) completion of an initial public offering, spin-off from GoldMining or other going public transaction, referred to as an “IPO Event” (condition met);

Equity issued percentage

15%

Gross proceeds equity financing

$ 15,000,000

Restricted Stock [Member] | Condition Two [Member]

Subsidiary, Sale of Stock [Line Items]

Offering description

with respect to 15% of the performance based restricted shares of common stock, an IPO Event has not occurred that values our business at a minimum of $100,000,000 prior to the date that is two years after the date of grant of such award (condition met);

Equity issued percentage

15%

Market capital value

$ 100,000,000

Restricted Stock [Member] | Condition Three [Member]

Subsidiary, Sale of Stock [Line Items]

Offering description

with respect to 15% of the performance based restricted shares of common stock, if the recipient of such award ceases to be our or our affiliates’ director, officer, employee or consultant, as applicable, at any time during the period from the date of grant of such award until the date that is two years after the date of grant;

Equity issued percentage

15%

Restricted Stock [Member] | Condition Four [Member]

Subsidiary, Sale of Stock [Line Items]

Equity issued percentage

15%

Offering description

with respect to 15% of the performance based restricted shares of common stock, if we have not re-established the Whistler Project camp and performed of a minimum of 10,000 meters of drilling prior to the date that is three years after the date of grant of such award;

Restricted Stock [Member] | Condition Five [Member]

Subsidiary, Sale of Stock [Line Items]

Offering description

with respect to 15% of the performance based restricted shares of common stock, if we have not achieved a share price of $15.00 prior to the date that is four years after the date of grant of such award (condition met);

Equity issued percentage

15%

Share price

$ 15

Restricted Stock [Member] | Condition Six [Member]

Subsidiary, Sale of Stock [Line Items]

Offering description

with respect to 15% of the performance based restricted shares of common stock, if we have not achieved a $250,000,000 market capitalization, based on the number of shares of our outstanding common stock multiplied by the volume-weighted average price for any applicable five (5) consecutive trading day period on the principal stock exchange on which our common stock is listed prior to the date that is five years after the date of grant of such award;

Equity issued percentage

15%

Market capitalization of equity

$ 250,000,000

Restricted Stock [Member] | Condition Seven [Member]

Subsidiary, Sale of Stock [Line Items]

Offering description

with respect to 10% of the performance based restricted common stock, if we have not achieved a share price of $25.00 prior to the date that is six years after the date of grant of such award.

Equity issued percentage

10%

Share price

$ 25

Share-Based Payment Arrangement, Option [Member]

Subsidiary, Sale of Stock [Line Items]

Share-based compensation expenses

$ 110,228

$ 110,228

BRI Alaska Holdings Inc [Member]

Subsidiary, Sale of Stock [Line Items]

Equity method investment ownership percentage

100%

Maximum [Member]

Subsidiary, Sale of Stock [Line Items]

Common stock, shares outstanding

9,500,001

Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Number of units issued

2,000,000

Stock split descriptions

Stock Split, every one share of issued and outstanding common stock was automatically split into 2.714286 issued and outstanding shares of common stock, without any change in the par value per share. No fractional shares were issued as a result of the Stock Split.

Market capital value

[1]

$ 2,000

IPO [Member]

Subsidiary, Sale of Stock [Line Items]

Number of units issued

2,000,000

2,000,000

Price per unit

$ 10

$ 10

Warrant exercise price

$ 13

Gross proceeds from issuance of shares

$ 20,000,000

Securities issuance costs

970,194

Cash fees paid to the underwriters

$ 650,000

Sale of Stock, Number of Shares Issued in Transaction

122,490

Sale of Stock, Consideration Received Per Transaction

$ 1,224,900

[1]The shares and associated amounts have been retrospectively restated to reflect a 2.714286-for-1 stock split 10,000,000 300,000,000 0.001

Schedule of Earnings Per Common

Schedule of Earnings Per Common Share (Details) - USD ($)		3 Months Ended				6 Months Ended
		May 31, 2023	Feb. 28, 2023	May 31, 2022	Feb. 28, 2022	May 31, 2023	May 31, 2022
Numerator
Net loss for the period		$ (2,301,754)	$ (884,914)	$ (262,547)	$ (86,327)	$ (3,186,668)	$ (348,874)
Denominator
Weighted average number of shares, basic and diluted	[1]	10,975,190		9,500,001		10,559,712	9,500,001
Net loss per share, basic and diluted		$ (0.21)		$ (0.03)		$ (0.30)	$ (0.04)
[1] The shares and associated amounts have been retrospectively restated to reflect a 2.714286-for-1 stock split 10,000,000 to 300,000,000 , as well as the increase in par value to $ 0.001 , which occurred in September 2022 (see Note 10).

Financial Instruments (Details

Financial Instruments (Details Narrative)	3 Months Ended
	May 31, 2023 USD ($)
Investments, All Other Investments [Abstract]
Working capital	$ 17,609,359
Foreign currency transaction loss	$ 21,300

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	May 11, 2023	Jun. 30, 2023	May 31, 2023	Nov. 27, 2020	Aug. 31, 2015
2023			$ 224,583
Thereafter			230,605
Annual labor requirement 2023			106,000
Annual labor requirement thereafter			135,200
Labor and related carry forward expense			106,000
Net smelter return, percentage				1%	2.75%
Percentage of net smelter return to acquire including area of interest				0.75%
Commitment amount right to acquire net smelter return pursuant to buyback rights				$ 5,000,000
Work order amount			5,255,500
Subsequent Event [Member]
Fees amount		$ 1,392,243
Sublease Agreement [Member]
Description of lease	office sublease agreement with Coromandel Properties Ltd. for office space in Vancouver, British Columbia with a term of 5 years, 3 months and 29 days commencing August 1, 2023 and expiring on November 29, 2028
Monthly payment amount as per agreement	$ 5,330
Expiring in 2026 [Member]
Labor and related carry forward expense			$ 273,674

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 24, 2023	May 31, 2023	May 31, 2023	May 31, 2022	May 31, 2023	May 31, 2022	Nov. 30, 2022
Related Party Transaction [Line Items]
Share-based compensation costs			$ 186,615	$ 10,643	$ 216,842	$ 21,828
Repayment of previously advanced amount		$ 1,680,925
General and Administrative costs incurred			2,159,642	220,985	2,915,246	265,720
IPO [Member]
Related Party Transaction [Line Items]
Number of units acquired	122,490
Price per unit	$ 10
Total consideration	$ 1,224,900
Director [Member] | Restricted Stock [Member]
Related Party Transaction [Line Items]
Share-based compensation costs			23,291		24,476
Blender Media Inc [Member]
Related Party Transaction [Line Items]
General and Administrative costs incurred			30,354	5,848	32,487	5,848
Prepaid expenses and deferred costs including service fees prepaid		$ 368,649	368,649		368,649
GoldMining Inc [Member]
Related Party Transaction [Line Items]
Related party cost			30,818	26,702	77,028	46,530
Share-based compensation costs			18,102	10,643	46,468	21,828
Advance paid during the period			$ 178,013	$ 246,777	$ 1,003,142	$ 290,408