SecProbe.io

CORRESP
1
filename1.htm

April
12, 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. 3 to Registration Statement on Form S-1

    Filed
    April 10, 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 10, 2023 (the “Comment Letter”) regarding the Company’s Amendment No. 3 to Registration Statement on Form
S-1 filed with the Commission on April 10, 2023 (the “Registration Statement”). In connection with this response to
the Comment Letter, the Company is contemporaneously filing via EDGAR Amendment No. 4 to the Registration Statement (“Amendment
No. 4”), 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. 4 in
response to the Staff’s comments. All page references in the responses set forth below refer to page numbers in Amendment No. 4
as filed conterminously here with. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment
No. 4.

Amendment
No. 3 to Registration Statement on Form S-1

    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
12, 2023

Page
2

Dilution,
page 37

    1.
    We
    note from your response to prior comment 4 that your estimated offering net proceeds after IPO expenses is $17,735,000 and understand
    that your estimated IPO expenses of $2,265,000 is comprised of $1,400,000 of underwriting discounts and commissions, and $865,000
    of offering expenses. Please explain why you added $865,000 to your adjusted total liabilities if these expenses were already captured
    in the net proceeds of your IPO in determining your adjusted net tangible book value. In addition, we note you disclose a total of
    $1,787,114 of costs and expenses associated with the issuance and distribution of the IPO securities at Item 13 on page II-2. Please
    explain the difference in the total amount of offering expenses of $1,787,114 reported at page II-2 and the $865,000 used in determining
    the net proceeds from your IPO.

The
Company acknowledges the Staff’s comment and advises the Staff that the Company inadvertently added 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
as at November 30, 2022 of $1,512,890. As the expenses from the offering were already captured in the net proceeds of the IPO, the additional
amount of $722,437 has been removed from the total liabilities in Amendment No. 4. Please see page 37 of Amendment No. 4.

The Company advises the Staff
that the estimated offering expenses that will be paid out of IPO proceeds in Amendment No. 4 has been changed from $865,000 to $1,371,000.
The offering expenses of $1,371,000 includes both costs incurred and expected to be incurred from December 1, 2022 through to the completion
of the IPO. During the year ended November 30, 2022, the Company had offering expenses of approximately $416,000. Accordingly, total
offering expenditures of $1,787,114 consists of offering expenses incurred during the year ended November 30, 2022 of $415,644 plus offering
expenses incurred and expected to be incurred from December 1, 2022 through to the completion of the IPO of $1,371,470. Please note that
$1,371,470 was rounded to $1,371,000 in Amendment No.4. Please see page II-1 of Amendment No. 4.

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