SecProbe.io

CORRESP
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U.S.
GoldMining Inc.

1188
West Georgia Street, Suite 1830

Vancouver,
BC, Canada V6E 4A2

May
23, 2024

VIA
EDGAR

Division
of Corporation Finance

Office
of Energy & Transportation

U.S.
Securities and Exchange Commission

Washington,
D.C. 20549

Attention:
Cheryl Brown

    Re:
    U.S.
                                            GoldMining Inc.

    Registration
    Statement on Form S-3

    Originally
    filed on May 15, 2024

    File
    No. 333-279435 (the “Registration Statement”)

    Request
    for Acceleration

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. (the “Company”) hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 4:30 p.m., Eastern Time, on May 28, 2024, 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: Alla Digilova, Esq. at (212) 659-4993.

    Very
    truly yours,

    U.S.
    GoldMINING Inc.

    By:
    /s/
    Tim Smith

    Tim
    Smith

    Chief
    Executive Officer

    cc:

    Rick
    Werner, Esq., Haynes and Boone, LLP

    Alla
    Digilova, Esq., Haynes and Boone, LLP