Capital Stock | Note 11: Capital Stock 11.1 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 2,000,000 10.00 20,000,000 970,194 650,000 GoldMining acquired 122,490 1,224,900 The net proceeds from the issuance of the Units were allocated to the Company’s common stock and common stock purchase warrants on a relative fair value basis. Inputs used to calculate the relative fair value of the common stock and common stock purchase warrants are based on the quoted closing prices of the Company’s common stock and common stock purchase warrants on the Nasdaq Capital Market on the Closing Date of IPO. The allocation of the fair value of the Company’s common stock and common stock purchase warrants is as follows: Schedule of Allocation of Fair Value of Common Shares and Common Share Purchase Warrants ($) Fair value of common stock 18,208,955 Fair value of common stock purchase warrants 1,791,045 Total gross proceeds from the IPO 20,000,000 Gross proceeds 20,000,000 Common stock issuance costs (883,311 ) Common stock purchase warrant issuance costs (86,883 ) Net proceeds received 19,029,806 Fair value allocation to: Common stock 17,325,644 Common stock purchase warrants 1,704,162 Total Fair Value Allocated to Shares and Warrants 19,029,806 U.S. GOLDMINING INC. (formerly BRI Alaska Corp.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) 11.2 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 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. The Stock Split increased the number of shares of common stock outstanding from 3,500,000 9,500,001 nil 0.001 10,000,000 300,000,000 nil 0.001 1,000,000 10,000,000 On September 23, 2022, BRI Alaska Holdings transferred 100 On July 19, 2023, we issued 5,000 As of November 30, 2023, there were 12,398,709 no 11.3 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. The performance conditions are as follows: (a) with respect to 15 15,000,000 (b) with respect to 15 100,000,000 U.S. GOLDMINING INC. (formerly BRI Alaska Corp.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) (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 years ended November 30, 2023 and 2022, we recognized share-based compensation expenses of $ 48,756 5,238 11.4 Share Purchase Warrants A continuity schedule of our outstanding share purchase warrants for the year ended November 30, 2023, is as follows: Schedule of Outstanding Share Purchase Warrants Number of Weighted Average Balance, November 30, 2022 - $ - Common stock purchase warrants issued at the IPO 2,000,000 13.00 Exercised (258,708 ) 13.00 Balance, November 30, 2023 1,741,292 $ 13.00 During the year ended November 30, 2023, share purchase warrants were exercised for a total of $ 3,363,204 1,741,292 13.00 2.40 U.S. GOLDMINING INC. (formerly BRI Alaska Corp.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) 11.5 Stock 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 shares of common stock 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 stock 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 0 0 61.34 4.18 The following table summarizes the Company’s stock option activity during this year: Schedule of Stock Option Activity Number of Weighted Average Balance, November 30, 2022 - $ - Granted 82,500 10.00 Balance, November 30, 2023 82,500 $ 10.00 As at November 30, 2023, the aggregate intrinsic value under the provisions of ASC 718 of all outstanding stock options was $nil. The unrecognized stock-based compensation expense related to the unvested portion of stock options totaled $ 89,852 0.74 During the years ended November 30, 2023 and 2022, the Company recognized share-based compensation expenses of $ 255,027 nil U.S. GOLDMINING INC. (formerly BRI Alaska Corp.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. Dollars) |