United States securities and exchange commission logo





                               April 5, 2023

       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.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed March 29,
2023
                                                            File No. 333-369693

       Dear Tim Smith:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
February 24, 2023 letter.

       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.
   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.
 Tim Smith
U.S. GoldMining Inc.
April 5, 2023
Page 2
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.
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.
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.
        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 Irene Barberena-Meissner. Staff Attorney at 202-551-6548 with
any other
questions.



                                                               Sincerely,
FirstName LastNameTim Smith
                                                               Division of
Corporation Finance
Comapany NameU.S. GoldMining Inc.
                                                               Office of Energy
& Transportation
April 5, 2023 Page 2
cc:       Rick Werner
FirstName LastName