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                            December 1, 2022

       Tim Smith
       Chief Executive Officer, President
       U.S. GoldMining Inc.
       1030 West Georgia Street, Suite 1830
       Vancouver, BC, Canada V6E 2Y3

                                                        Re: U.S. GoldMining
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted November
4, 2022
                                                            CIK No. 0001947244

       Dear Tim Smith:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Form S-1

       Summary
       Overview, page 1

   1.                                                   We note the disclosure
that you are an exploration stage company and your sole project is
                                                        currently the Whistler
Project. Please further balance your disclosure by clarifying here
                                                        that you have no
operating revenues, and do not anticipate generating operating revenues
                                                        for the foreseeable
future. We note your disclosure at page 20.
       Risk Factors, page 17

   2.                                                   We note your disclosure
that you rely on financing by way of an inter-company agreement
                                                        with GoldMining Inc. to
fund your activities. Please revise your risk factors to disclose
 Tim Smith
FirstName LastNameTim    Smith
U.S. GoldMining  Inc.
Comapany1,
December  NameU.S.
             2022     GoldMining Inc.
December
Page 2    1, 2022 Page 2
FirstName LastName
         you are reliant on this financing agreement, and the potential
consequences if the
         financing is interrupted or terminated.
3.       Please revise your disclosures to disclose if recent inflationary
pressures have materially
         impacted your operations. In this regard, identify the types of
inflationary pressures you
         are facing and how your business has been affected.
Business Overview, page 45

4.       We note your disclosure on page F-16 that in October 2022 you
incorporated U.S.
         Goldmining Canada, Inc., a wholly owned subsidiary organized under the
laws of British
         Columbia. Please describe the business intended to be conducted by
your subsidiary, and
         whether U.S. Goldmining Canada has any operations and owns any assets.
Project Description, Location and Access, page 49

5.       Please disclose the total cost or book value of your material property
as required by Item
         1304(B)(2)(iii) of Regulation S-K.
Mineral Resources Estimates, page 53

6.       Please revise your resource summaries to clarify your Net Smelter
Return (NSR) is the
         internal or marginal cutoff grade and mining costs are not included in
your open pit
         resource NSR calculations. In addition, please disclose your
underground mining costs
         and explain whether your underground NSR is a breakeven or
internal/marginal NSR.
         See Item 601(B)(96)(iii)(b)(11)(iii) of Regulation S-K.
Executive Compensation, page 74

7.       We note your disclosure that your former President was not separately
compensated for
         his services, and your Chief Executive Officer and Chief Financial
Officer do not have
         compensation agreements or receive a base salary directly from the
Company. Please
         disclose all compensation paid to the Executive Officers, even if they
were compensated
         indirectly for their services. See Item 402(n)(2) of Regulation S-K.
Exhibit 96.1 Whistler
Property Geology, page ES-6

8.       Please provide a stratigraphic column of the local geology as required
by Item
         601(B)(96)(iii)(b)(6)(iii) of Regulation S-K.
Exhibit 96.1 Whistler
Mineral Resource Estimate, page ES-11

9.       Please revise your resource summaries in your exhibit to clarify your
NSR is the internal
         or marginal cutoff grade and mining costs are not included in your
open pit resource NSR
         calculations. In addition, please disclose your underground mining
costs and explain
 Tim Smith
U.S. GoldMining Inc.
December 1, 2022
Page 3
      whether your underground NSR is a breakeven or internal/marginal NSR. See
Item
      601(B)(96)(iii)(b)(11)(iii) of Regulation S-K.
10.   We note your use a 3% NSR royalty in the resource section for your cutoff
grade
      determination. However, on page 14, Gold Royalty U.S. Corp has a 2.75%
NSR pursuant
      to an assignment agreement dated January 11, 2021 with a further 1% NSR
royalty
      pursuant to a royalty agreement on the same date, while acknowledging
that a portion of
      these royalties may be repurchased. Please disclose the reasoning for the
selecting the 3%
      royalty.
General

11.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications. Please contact the staff
member associated
      with the review of this filing to discuss how to submit the materials, if
any, to us for our
      review.
        You may contact Steve Lo, Staff Accountant at 202-551-3394 or Craig
Arakawa,
Accounting Branch Chief at 202-551-3650 if you have questions regarding
comments on the
financial statements and related matters. Please contact George K. Schuler,
Mining Engineer, at
(202) 551-3718 for engineering related questions. Please contact Michael
Purcell,
Staff Attorney at 202-551-5351 or Loan Lauren Nguyen, Legal Branch Chief at
202-551-3642
with any other questions.



                                                            Sincerely,
FirstName LastNameTim Smith
                                                            Division of
Corporation Finance
Comapany NameU.S. GoldMining Inc.
                                                            Office of Energy &
Transportation
December 1, 2022 Page 3
cc:       Rick Werner
FirstName LastName