Correspondence 0001493152-23-012856 from U.S. GoldMining Inc. (USGO, USGOW) (CIK 0001947244) (USGO)
U.S. GoldMining Inc. (USGO, USGOW) (CIK 0001947244)
Date: April 19, 2023 · CIK: 0001947244 · Accession: 0001493152-23-012856
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File numbers found in text: 333-269693
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CORRESP
1
filename1.htm
U.S.
GoldMining Inc.
1030
West Georgia Street
Suite
1830
Vancouver,
BC, Canada
V6E
2Y3
April 19,
2023
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Energy & Transportation
100
F Street, N.E.
Washington,
D.C. 20549
Re:
Acceleration
Request for U.S. GoldMining Inc.
Registration
Statement on Form S-1
File
No. 333-269693 (the “Registration Statement”)
Ladies
and Gentlemen:
Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, U.S. GoldMining, Inc. hereby respectfully requests acceleration of the effective date
of the Registration Statement, as amended, so that it may become effective at 5:00 p.m., Eastern Time, on April 19,
2023, or as soon thereafter as practicable.
Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.
Sincerely,
U.S.
GOLDMINING INC.
By:
/s/
Tim Smith
Tim
Smith
Chief
Executive Officer
cc:
Rick
A. Werner, Esq., Haynes and Boone, LLP
Bruce
Newsome, Esq., Haynes and Boone, LLP