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                              April 10, 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. 3 to
Registration Statement on Form S-1
                                                            Filed April 10,
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 April
5, 2023 letter.

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

       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
 Tim Smith
U.S. GoldMining Inc.
April 10, 2023
Page 2
       determining the net proceeds from your IPO.
        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 10, 2023 Page 2
cc:       Rick Werner
FirstName LastName