SecProbe.io

CORRESP
1
filename1.htm

February
10, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Attn:
    Steve
    Lo

    Craig
    Arakawa

    George
    K. Schuler

    Michael
    Purcell

    Loan
    Lauren Nguyen

    Re:
    U.S.
    GoldMining Inc.

    Amendment
    No. 1 to Draft Registration Statement on Form S-1

    Submitted
    December 23, 2022

    CIK
    No. 0001947244

Ladies
and Gentlemen:

This
letter is submitted on behalf of U.S. GoldMining Inc. (the “Company”) in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated
January 4, 2023 (the “Comment Letter”) regarding the Company’s Amendment No. 1 to Draft Registration Statement
on Form S-1 submitted to the Commission on December 23, 2022 (the “Registration Statement”). In connection with this
response to the Comment Letter, the Company is contemporaneously publicly filing via EDGAR the Registration Statement, which has been
amended in response to the Staff’s comments in the Comment Letter.

The
following are the Company’s responses to the Comment Letter. For your convenience, the Staff’s comments contained in the
Comment Letter have been restated below in their entirety in italic type, with the Company’s corresponding responses set forth
immediately under such comments, including, where applicable, a cross-reference to the location of changes made in the Registration Statement
in response to the Staff’s comment. All page references in the responses set forth below refer to page numbers in the Registration
Statement as filed conterminously here with. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms
in the Registration Statement.

Amendment
No. 1 to Draft Registration Statement on Form S-1

Risk
Factors, page 17

    1.
    We
    note your revised disclosure in response to prior comment 2 and reissue in part. Please revise to disclose the potential consequences
    if the financing provided by your inter-company agreement with GoldMining Inc. is interrupted or terminated.

The
Company acknowledges the Staff’s comment and advises the Staff that as previously disclosed, the inter-company agreement between
the Company and its parent company, GoldMining Inc., was to expire upon the earlier of (i) the completion of the offering contemplated
by the Registration Statement and (ii) November 22, 2023. On January 10, 2023, the Company and GoldMining Inc. amended the inter-company
agreement to extend its term. The inter-company agreement will now expire upon the earlier of (i) the completion of the offering contemplated
by the Registration Statement and (ii) May 22, 2024. Although the maximum term has been extended, the agreement will not be in place
at the time of the offering contemplated by the Registration Statement, so the Company will, in addition to the capital raised in the
offering contemplated by the Registration Statement, require additional financing to fund exploration and, if warranted, development
and production of minerals.

However,
if the financing provided by the inter-company agreement with GoldMining Inc. is interrupted or terminated prior to the earlier of (i)
the completion of the offering contemplated by the Registration Statement and (ii) May 22, 2024, the Company is expected to seek an alternative
source of financing in order to continue its business although there is no assurance that alternative financing funds will be available
on acceptable terms, or at all. The Company may not be able to complete this Offering if such alternative financing is required and the
Company does not obtain it.

The
Registration Statement contains a revised risk factor with an updated description of the inter-company agreement, as amended, and indicates
the potential consequences if the financing provided by the inter-company agreement with GoldMining Inc. is interrupted or terminated
prior to completion of the offering contemplated by the Registration Statement. Please see page 18 of the Registration Statement.

Should
the Staff have any questions concerning the enclosed matters, please contact the undersigned at 212-659-4974.

    Very
    truly yours,

    /s/
    Rick Werner

    Rick
    Werner, Esq.

    cc:
    Tim
    Smith, U.S. GoldMining Inc.

    Bruce
    Newsome, Esq., Haynes and Boone, LLP