SecProbe.io

CORRESP
1
filename1.htm

April
7, 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

    Irene
    Barberena-Meissner

    Re:
    U.S.
    GoldMining Inc.

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    March 29, 2023

    File
    No. 333-269693

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
April 5, 2023 (the “Comment Letter”) regarding the Company’s Amendment No. 2 to Registration Statement on Form
S-1 filed with the Commission on March 29, 2023 (the “Registration Statement”). In connection with this response to
the Comment Letter, the Company is contemporaneously filing via EDGAR Amendment No. 3 to the Registration Statement (“Amendment
No. 3”), 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 Amendment No. 3 in
response to the Staff’s comments. All page references in the responses set forth below refer to page numbers in Amendment No. 3
as filed conterminously here with. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment
No. 3.

Amendment
No. 2 to Registration Statement on Form S-1

Cover
Page

    1.
    Disclose
    whether your offering is contingent upon on final approval of your NASDAQ listing on your cover page. Please ensure the disclosure
    is consistent with your underwriting agreement.

The
Company acknowledges the Staff’s comment and advises the Staff that Amendment No. 3 contains disclosure on the cover page that
the offering is contingent upon final approval of NASDAQ listing. Please see the cover page of Amendment No. 3.

    Haynes
    and Boone, LLP

    30
                                            Rockefeller Plaza | 26th Floor | New York, NY 10112

    T:
    212.659.7300 | haynesboone.com

U.S.
Securities and Exchange Commission

April
7, 2023

Page
2

    2.
    To
    the extent you intend to proceed with your offering if your NASDAQ listing is denied, revise your cover page to indicate that the
    offering is not contingent on NASDAQ approval of your listing application and that if the shares are not approved for listing, you
    may experience difficulty selling your shares. Include risk factor disclosures to address the impact on liquidity and the value of
    shares.

The
Company acknowledges the Staff’s comment and advises the Staff that in connection with the response to Staff’s comment #1
above, Amendment No. 3 contains disclosure on the cover page that the offering is contingent upon final approval of NASDAQ listing. Please
see the cover page to Amendment No. 3.

Risk
Factors

The
market price of our securities may be volatile, which could result in substantial losses for investors purchasing securities, page 30

    3.
    We
    note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated
    to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller
    public floats. Please revise this risk factor to address the potential for rapid price volatility and any known factors particular
    to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing
    rapidly. Clearly state that such volatility may make it difficult for prospective investors to assess the rapidly changing value
    of your stock.

The
Company acknowledges the Staff’s comment and advises the Staff that Amendment No. 3 includes a new risk factor addressing the potential
for rapid price volatility and any known factors particular to this offering that may add to this risk and discusses the risks to investors
when investing in stock where the price is changing rapidly. This new risk factor clearly states that such volatility may make it difficult
for prospective investors to assess the rapidly changing value of the Company’s stock. Please see page 31 of Amendment No. 3.

Dilution,
page 37

    4.
    Please
    tell us how you derived pro forma as adjusted net tangible book value of $11.4 million and the related per share amount of $0.98
    as of November 30, 2022.

The
Company acknowledges the Staff’s comment and advises the Staff that the pro forma as adjusted net tangible book value of $11.4
million and the related per share amount of $0.98 as of November 30, 2022, as provided in the Registration Statement filed on March 29,
2023, were derived as follows:

The
pro forma as adjusted net tangible book value of $11.4 million represents the Company’s adjusted total tangible assets of $13,686,619
less its adjusted total liabilities of $2,263,792. The adjusted total tangible assets amount was derived by adding the Company’s
estimated offering net proceeds after IPO expenses of $13,457,000 to its historical total tangible assets of $229,619 as at November
30, 2022. The adjusted total liabilities amount of $2,263,792 was derived by adding the Company’s approximate offering expenses
of $865,000, less its approximate incremental share issue costs associated with the offering of $114,098, to its historical total liabilities
as at November 30, 2022 of $1,512,890. The pro forma adjusted net tangible book value per share amount of $0.98 represents the adjusted
net tangible book value of $11.4 million, divided by the number of common stock outstanding immediately after the closing of this offering
of 11,675,001.

The
Company notes that the total offering amount in Amendment No. 3 has been increased from 1,540,000 Units to 2,000,000 Units. Amendment
No. 3 includes pro forma as adjusted net tangible book value of $15.7 million and the related per share amount of $1.30 as of November
30, 2022. The amounts were derived as follows:

The
pro forma as adjusted net tangible book value of $15.7 million represents the Company’s adjusted total tangible assets of $17,964,619
less its adjusted total liabilities of $2,235,327. The adjusted total tangible assets amount was derived by adding the Company’s
estimated offering net proceeds after IPO expenses of $17,735,000 to its historical total tangible assets of $229,619 as at November
30, 2022. The adjusted total liabilities amount of $2,235,327 was derived by adding the Company’s approximate offering expenses
of $865,000, less its approximate incremental share issue costs associated with the offering of $142,563, to its historical total liabilities
of $1,512,890 as at November 30, 2022. The pro forma adjusted net tangible book value per share amount of $1.30 represents the adjusted
net tangible book value of $15.7 million, divided by the number of common stock outstanding immediately after the closing of this offering
of 12,135,001.

U.S.
Securities and Exchange Commission

April
7, 2023

Page
3

Exhibits

    5.
    You
    disclose on page 95 of the Registration Statement that you will pay certain security dealers up to $200,000 in the aggregate for
    introductory services in the United States performed in connection with this offering. Please file this agreement as an exhibit to
    your registration statement.

The
Company acknowledges the Staff’s comment and advises the Staff that Amendment No. 3 includes updated disclosure that as of
the date of Amendment No. 3, the Company has engaged two registered securities dealers in the United States to provide
introductions. Pursuant to the agreements between the Company and such engaged registered securities dealers,
the Company will provide an aggregate of $75,000 to them upon the closing of the IPO. The Company may also pay additional registered securities dealers in the
United States and investment dealers in Canada up to an additional $125,000, in the aggregate, for the introduction of investors purchasing
at least 100 Units in the IPO. The Company will provide information
regarding additional registered securities dealers and investment dealers it engages to make introductions of investors purchasing
at least 100 Units in the IPO, if any, in subsequent prospectuses. Please see page 95 of Amendment No. 3.

The
Company has included side letter agreements for the two registered securities dealers it has engaged as of the date of Amendment No.
3 as exhibits to Amendment No. 3. Please see Exhibits
10.8 and 10.9 of Amendment No. 3.

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